F-10

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As filed with the Securities and Exchange Commission on November 24, 2004

Registration No.             

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORMS F-10*, S-4* and F-4*
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

The Jean Coutu Group (PJC) Inc.
(Exact name of registrant as specified in its charter)
Quebec, Canada
(State or other jurisdiction of incorporation or organization)
5912
(Primary Standard Industrial Classification Code Number)
Not Applicable
(I.R.S. Employer Identification No.)

530 Bériault Street
Longueuil, Quebec, Canada J4G 1S8
(450) 646-9760
(Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)

CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, address, including zip code, and telephone number, including area code of agent for service)

Copies to:
Dennis J. White, Esq. Christopher E. Brown, Esq. McDermott Will & Emery LLP 28 State Street Boston, MA 02109 (617) 535-4000	Mark J. Mihanovic, Esq. McDermott Will & Emery 2049 Century Park East Los Angeles, CA 90067 (310) 277-4110

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

Form F-10			Form S-4
It is proposed that this filing shall become effective (check appropriate box):			If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with the General Instruction G, check the following box o
A.    o	upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).		If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
B.    ý	at some future date (check the appropriate box below)
	1.    o	pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing).	If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
	2.    o	pursuant to Rule 467(b) on (date) at (time) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date).
	3.    o	pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
	4.    ý	after the filing of the next amendment to this Form (if preliminary material is being filed).

Form F-4

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

(continued on following page)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit (1)	Proposed maximum aggregate offering price (1)	Amount of registration fee
75/8% Senior Notes due 2012	$350,000,000	100%	$350,000,000	$44,345.00
81/2% Senior Subordinated Notes due 2014	$850,000,000	100%	$850,000,000	$107,695.00
Guarantees of 75/8% Senior Notes due 2012 (2)	—	—	—	none (3)
Guarantees of 81/2% Senior Subordinated Notes due 2014 (2)	—	—	—	none (3)

(1)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(f) of the Securities Act.

(2)

Each subsidiary or indirect of The Jean Coutu Group (PJC) Inc. that is listed on the table of Additional Registrants below has guaranteed the notes registered hereby.

(3)

Pursuant to Rule 457(n) of the Securities Act, no separate consideration will be received for the guarantees and, therefore, no additional registration fee is required.

Each Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until such Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Other Incorporation or Jurisdiction of Organization	IRS Employer Identification Number	Registrant's Principal Executive Offices
3090671 Nova Scotia Company	Nova Scotia	N/A	530 Bériault Street Longueuil, Quebec, Canada J4G 1S8 (450) 646-9760
3090672 Nova Scotia Company	Nova Scotia	N/A	530 Bériault Street Longueuil, Quebec, Canada J4G 1S8 (450) 646-9760
Brooks Pharmacy, Inc.	Delaware	05-0520980	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
Eckerd Corporation	Delaware	51-0378122	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
Eckerd Fleet, Inc.	Florida	59-1935574	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
EDC Drug Stores, Inc.	North Carolina	56-0596933	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
EDC Licensing, Inc.	Delaware	75-2833647	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
Genovese Drug Stores, Inc.	Delaware	11-1556812	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
JCG Holdings (USA), Inc.	Delaware	20-1147565	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
Jean Coutu Group Holdings (USA), LLC	Delaware	20-1147689	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
Maxi Drug North, Inc.	Delaware	05-0520884	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
Maxi Drug South, L.P.	Delaware	05-0520885	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
Maxi Drug, Inc.	Delaware	04-2960944	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
Maxi Green Inc.	Vermont	45-0515111	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
MC Woonsocket, Inc.	Rhode Island	05-0490941	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
P.J.C. Distribution, Inc.	Delaware	22-3252604	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
P.J.C. Realty Co., Inc.	Delaware	04-2967938	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
Paterson's Pharmacies Ltd.	Ontario	N/A	530 Bériault Street Longueuil, Quebec, Canada J4G 1S8 (450) 646-9760
PJC Arlington Realty LLC	Delaware	01-0573827	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC Dorchester Realty LLC	Delaware	01-0573791	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900

PJC Essex Realty LLC	Delaware	20-1151746	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC Haverhill Realty LLC	Delaware	01-0573831	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC Hyde Park Realty LLC	Delaware	01-0573796	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC Lease Holdings, Inc.	Delaware	01-0573780	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC Manchester Realty LLC	Delaware	01-0573821	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC Mansfield Realty LLC	Delaware	01-0573814	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC New London Realty LLC	Delaware	20-1151630	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC Norwich Realty LLC	Delaware	20-1151724	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC of Cranston, Inc.	Rhode Island	05-0481150	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC of East Providence, Inc.	Rhode Island	05-0481152	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC of Massachusetts, Inc.	Massachusetts	05-0481151	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC of Rhode Island, Inc.	Rhode Island	23-1979613	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC of Vermont Inc.	Vermont	05-0498065	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC of West Warwick, Inc.	Rhode Island	01-0573850	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC Peterborough Realty LLC	Delaware	20-1151661	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC Providence Realty LLC	Delaware	01-0573850	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC Realty MA, Inc.	Massachusetts	20-0692817	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC Realty N.E. LLC	Delaware	01-0573835	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC Revere Realty LLC	Delaware	01-0573818	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
PJC Special Realty Holdings, Inc.	Delaware	01-0573843	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
RX Information Centre Ltd.	Quebec	N/A	530 Bériault Street Longueuil, Quebec, Canada J4G 1S8 (450) 646-9760
Services Sécurivol Inc.	Quebec	N/A	530 Bériault Street Longueuil, Quebec, Canada J4G 1S8 (450) 646-9760
The Jean Coutu Group (PJC) USA, Inc.	Delaware	04-2925810	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
Thrift Drug Inc.	Delaware	22-2098063	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900
Thrift Drug Services, Inc.	Delaware	74-2605432	50 Service Road Warwick, Rhode Island 02886 (401) 825-3900

*

This registration statement comprises a filing on Form F-10 with respect to the securities of The Jean Coutu Group (PJC) Inc., a filing on Form S-4 with respect to the securities of the U.S. registrants and a filing on Form F-4 with respect to the securities of the non-U.S. registrants other than The Jean Coutu Group (PJC) Inc.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective and any necessary Canadian securities filings have been made and are declared effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 24, 2004

PART I

INFORMATION REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS

PROSPECTUS

The Jean Coutu Group (PJC) Inc.

Offer to exchange our 7⁵/8% Senior Notes due 2012, which have been registered under the Securities Act,
for our outstanding 7⁵/8% Senior Notes due 2012 issued in July 2004, and our
8¹/2% Senior Subordinated Notes due 2014, which have been registered under the Securities Act,
for our outstanding 8¹/2% Senior Subordinated Notes due 2014 issued in July 2004.

Guaranteed on a senior basis and senior subordinated basis, respectively, by The Jean Coutu Group (PJC) Inc.

        We are offering to exchange up to $350,000,000 of our new 7⁵/8% senior notes due 2012 for a like amount of our outstanding 7⁵/8% senior notes due 2012 and up to $850,000,000 of our new 8¹/2% senior subordinated notes due 2014 for a like amount of our outstanding 8¹/2% senior subordinated notes due 2014.

Material Terms of Exchange Offer

•

The terms of the senior notes and senior subordinated notes, referred to as the senior exchange notes and the senior subordinated exchange notes, respectively, and together as the exchange notes, to be issued in the exchange offer will evidence the same continuing indebtedness as the outstanding senior notes or senior subordinated notes, as applicable and referred to together as the outstanding notes, and will have substantially identical terms as the applicable outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.



•

There is no existing public market for the outstanding notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated trading system.



•

The exchange offer expires at 5:00 p.m., New York City time, on                        , 2005, unless extended.



•

The exchange of notes will not be a taxable event for U.S. federal income tax purposes.



•

The exchange offer is subject to customary conditions, including the condition that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission, or Commission.



•

We will not receive any proceeds from the exchange offer.

        For a discussion of certain factors that you should consider before participating in this exchange offer, see "Risk Factors" beginning on page 28 of this prospectus.

        THE JEAN COUTU GROUP (PJC) INC. IS A FOREIGN PRIVATE ISSUER THAT IS PERMITTED, UNDER A MULTI-JURISDICTIONAL DISCLOSURE SYSTEM ADOPTED BY THE UNITED STATES, TO PREPARE THIS PROSPECTUS IN ACCORDANCE WITH THE DISCLOSURE REQUIREMENTS OF ITS HOME COUNTRY, CANADA. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT SUCH REQUIREMENTS ARE DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS INCLUDED OR INCORPORATED HEREIN HAVE BEEN PREPARED IN ACCORDANCE WITH CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO FOREIGN AUDITING AND AUDITOR INDEPENDENCE STANDARDS, AND THUS MAY NOT BE COMPARABLE TO FINANCIAL STATEMENTS OF UNITED STATES COMPANIES.

        PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THE ACQUISITION OF THE SECURITIES DESCRIBED HEREIN MAY HAVE TAX CONSEQUENCES BOTH IN THE UNITED STATES AND CANADA. SUCH CONSEQUENCES FOR INVESTORS WHO ARE RESIDENT IN, OR CITIZENS OF, THE UNITED STATES MAY NOT BE DESCRIBED FULLY HEREIN.

        THE ENFORCEMENT BY INVESTORS OF CIVIL LIABILITIES UNDER THE FEDERAL SECURITIES LAWS MAY BE AFFECTED ADVERSELY BY THE FACT THAT CERTAIN OF THE REGISTRANTS ARE INCORPORATED OR FORMED UNDER THE LAWS OF CERTAIN CANADIAN PROVINCES, THAT SOME OR ALL OF OUR OFFICERS AND DIRECTORS MAY BE RESIDENTS OF A FOREIGN COUNTRY, AND THAT ALL OR A SUBSTANTIAL PORTION OF CERTAIN OF THE REGISTRANTS' ASSETS AND SAID PERSONS MAY BE LOCATED OUTSIDE OF THE UNITED STATES.

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO SECURITIES REGULATORY AUTHORITY IN CANADA HAS EXPRESSED AN OPINION ABOUT THESE SECURITIES AND IT IS AN OFFENSE TO CLAIM OTHERWISE.

        Prospective investors should be aware that, during the period of the exchange offer, the Canadian registrants or their affiliates, directly or indirectly, may bid for or make purchases of the securities to be distributed or to be exchanged, or certain related securities, as permitted by applicable laws or regulations of Canada or its provinces or territories.

The date of this prospectus is                        , 2005.

TABLE OF CONTENTS

	Page
Presentation of Financial and Other Information	ii
Exchange Rate Data	ii
Enforceability of Civil Liabilities	iii
Market and Industry Data	iii
Trademarks	iv
Definitions and Use of Certain Terms	iv
Forward-Looking Statements	v
Summary	1
Risk Factors	28
Use of Proceeds	46
Capitalization	47
The Exchange Offer	48
The July Transactions	58
Unaudited Pro Forma Condensed Consolidated Financial Information	61
Selected Historical Financial and Other Data	71
Management's Discussion and Analysis of Financial Condition and Results of Operations	77
Business	103
Management	131
Principal Stockholders	139
Certain Relationships and Related Transactions	141
Description of Other Indebtedness	142
Description of the Senior Notes	145
Description of the Senior Subordinated Notes	204
Certain Income Tax Considerations	268
Plan of Distribution	271
Experts	272
Legal Matters	272
Where You Can Find More Information	272
Index to Financial Statements	F-1

        You should rely only on the information contained in this prospectus. We have not, and the initial purchasers have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

i

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

        The Jean Coutu Group (PJC) Inc.'s consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles, or Canadian GAAP, and presented in United States dollars. Canadian GAAP differs in some respects from United States generally accepted accounting principles, or U.S. GAAP. Note 26 to The Jean Coutu Group (PJC) Inc.'s consolidated financial statements, which are included elsewhere in this prospectus, provides a description of the material differences between Canadian GAAP and U.S. GAAP. Except where otherwise indicated and in the financial statements included elsewhere in this prospectus, all financial information pertaining to The Jean Coutu Group (PJC) Inc. has been reconciled to U.S. GAAP including the financial information set forth in "Summary—Summary Consolidated Financial Data and Other Data—The Jean Coutu Group (PJC) Inc.", Summary—Unaudited Pro Forma Condensed Consolidated Financial Information", "Selected Historical Financial and Other Data—The Jean Coutu Group (PJC) Inc." and "Unaudited Pro Forma Condensed Consolidated Financial Information". The Jean Coutu Group (PJC) Inc.'s most recent fiscal year for which financial information is available is the fiscal year ended May 31, 2004 and its most recent interim period is the 13 weeks ended August 28, 2004.

        The carve out special purpose financial statements for the Eckerd business we acquired on July 31, 2004, referred to as Eckerd, are prepared in accordance with U.S. GAAP and presented in U.S. dollars. Eckerd's most recent fiscal year for which financial information is available is the 53 weeks ended January 31, 2004 and its most recent interim period was the 26 weeks ended July 31, 2004.

        In this prospectus, except where we indicate otherwise, all references to "$" refer to U.S. dollars and all references to "CDN$" refer to Canadian dollars. This prospectus contains a translation of some Canadian dollar amounts into U.S. dollar amounts at specified exchange rates solely for your convenience. See "Exchange Rate Data" below for information about the rates of exchange between U.S. dollars and Canadian dollars.

        The unaudited pro forma condensed consolidated financial statements for us and Eckerd as a combined company presented elsewhere in this prospectus give effect to our acquisition of Eckerd, referred to as the Eckerd Acquisition, and the related transactions and financings, referred to collectively as the July Transactions, as if they had occurred on the dates indicated and after giving effect to the pro forma adjustments. The unaudited pro forma condensed consolidated statement of income for the 13 weeks ended August 28, 2004, due to different fiscal periods, combines the historical results of The Jean Coutu Group (PJC) Inc. for the 13 weeks ended August 28, 2004 and the historical results of Eckerd for the nine weeks ended July 31, 2004. The results of Eckerd have been included with The Jean Coutu Group (PJC) Inc. since July 31, 2004, the date of acquisition. The unaudited pro forma condensed consolidated statement of income for the fiscal year ended May 31, 2004 due to different fiscal periods, combines the historical results of The Jean Coutu Group (PJC) Inc. for the fiscal year ended May 31, 2004 and the historical results of Eckerd for the 53 weeks ended May 1, 2004. The unaudited pro forma condensed statement of income for the 13 weeks ended August 28, 2004 and for the year ended May 31, 2004, are presented as if the July Transactions had taken place on June 1, 2003. For a definition of the terms EBITDA and adjusted EBITDA that are used in this prospectus, and a reconciliation of EBITDA and adjusted EBITDA to net income, see the footnotes to "Summary—Summary Consolidated Financial Data and Other Data" and "Selected Financial Information".

        In calculating our pro forma interest expense for our senior secured credit facilities as presented in this prospectus, we have assumed an adjusted eurodollar rate of 1.6%. See "Description of Other Indebtedness—Senior Secured Credit Facilities—Interest and Fees".

ii

EXCHANGE RATE DATA

        The following table sets forth exchange rates between U.S. dollars and Canadian dollars based upon the inverse of the noon buying rate in New York City for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York. Such rates are set forth as U.S. dollars per Canadian dollar and are the inverses of the rates quoted by the Federal Reserve Bank of New York. The table illustrates how many U.S. dollars it would take to buy one Canadian dollar. On November 23, 2004, the inverse of the noon buying rate was $0.8428 per CDN$1.00.

	Year ended May 31,
	2004		2003		2002		2001		2000
Low	$	0.7085	$	0.6264	$	0.6200	$	0.6333	$	0.6607
High		0.7880		0.7437		0.6622		0.6831		0.6969
Period end		0.7317		0.7293		0.6547		0.6468		0.6676
Average rate		0.7443		0.6577		0.6377		0.6593		0.6791

	Thirteen weeks ended August 28, 2004		Three months ended August 31, 2003
Low	$	0.7261	$	0.7085
High		0.7714		0.7492
Period end		0.7631		0.7220
Average rate		0.7536		0.7232

The average rate is derived by taking the average of the noon buying rate on the last day of each month during the relevant period, which for the 13 weeks ended August 28, 2004 was August 27, 2004.

        See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk", "Risk Factors" and Note 16 to the annual consolidated financial statements of The Jean Coutu Group (PJC) Inc., included elsewhere in this prospectus, for more information about our management of risks associated with foreign exchange.

ENFORCEABILITY OF CIVIL LIABILITIES

        The Jean Coutu Group (PJC) Inc. and certain of the guarantors of the notes are governed by the laws of Canada and certain of its provinces. Most of our directors, controlling persons and senior executive officers, and certain of the experts named in this prospectus, are residents of Canada or other jurisdictions outside of the United States and a significant portion of our and their assets and cash flows are located outside of the United States. As a result, we have appointed an agent for service of process in the United States, but it may be difficult for holders of notes to effect service of process upon such persons within the United States or to enforce against them in the United States judgments of courts of the United States predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States. We have been advised by our Canadian counsel, Fasken Martineau DuMoulin LLP, that a judgment of a U.S. court predicated solely upon civil liability under such laws would probably be enforceable in Canada if the U.S. court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes. We have also been advised by such counsel that an action could be brought in the first instance in a court of competent jurisdiction in Canada on the basis of civil liability predicated solely upon U.S. federal securities laws if such Canadian court is satisfied that the United States is the lex loci delicti (that is, the place of the wrong) for such claim, subject to the court's inherent discretion to decline to hear such an action where it is not the convenient forum or where concurrent proceedings are being brought elsewhere.

iii

MARKET AND INDUSTRY DATA

        When we refer in this prospectus to "markets" and "market portion", we are referring to metropolitan statistical areas, or MSAs, in the United States and to Canadian provinces in Canada. The market share and ranking data are based on retail sales and not store counts, except as otherwise indicated. The market share, ranking and other data regarding the drugstore industry contained in this prospectus are based on our own estimates, comparable data, independent industry publications, reports by market research firms or other published independent sources and, in each case, are believed by us to be reasonable estimates. However, market share data is subject to change and cannot always be verified with certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. In addition, consumption patterns, consumer preferences and the competitive landscape can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be reliable. Neither we nor the initial purchasers make any representations as to the accuracy of such estimates.

TRADEMARKS

        We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business including, but not limited to, "Brooks", "Brooks Rx Care", "Eckerd", "Ecker_xd" and "Genovese" in the United States; "Personnelle", "PJC", "PJC Jean Coutu" and "PJC Clinique" in Canada; and "Rx Pro" in the provinces of Quebec and New Brunswick. Each trademark, trade name or service mark by any other company appearing in this prospectus belongs to its holder.

DEFINITIONS AND USE OF CERTAIN TERMS

        As used in this prospectus, unless the context indicates otherwise (i) "senior notes" refers to our outstanding senior notes, the senior exchange notes offered hereby, "senior subordinated notes" refers to our outstanding senior subordinated notes and the senior subordinated exchange notes offered hereby, and "notes" refers collectively to the senior notes and the senior subordinated notes, (ii) "senior note guarantees" refers to the senior note guarantees, "senior subordinated note guarantees" refers to the senior subordinated note guarantees, and "guarantees" refers collectively to the senior note guarantees and the senior subordinated note guarantees, (iii) "we", "our", "us" and "The Jean Coutu Group" refer collectively to The Jean Coutu Group (PJC) Inc. and its subsidiaries and operating banners, including Brooks, PJC Jean Coutu, PJC Clinique, PJC Santé Beauté and Eckerd, after giving effect to the Eckerd Acquisition, and all financial, store count and related information in respect of such combined group of companies is, unless otherwise indicated, presented on a pro forma basis after giving effect to the Eckerd Acquisition, (iv) "TDI" refers to TDI Consolidated Corporation, a wholly-owned subsidiary of J.C. Penney Corporation, Inc., (v) "Eckerd" refers to that portion of TDI that we acquired, which comprises 1,552 Eckerd stores (store count as of August 28, 2004) in the states of Connecticut, Delaware, Georgia, Maryland, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia and West Virginia, along with the related net assets, including the Eckerd trade name, (vi) the "Eckerd Acquisition" refers to our acquisition of 1,549 Eckerd stores (store count as of July 31, 2004), and related assets, including the Eckerd trade name, from TDI, (vii) the "July Transactions" refers to the Eckerd Acquisition and the related transactions and financings, (viii) "PJC" refers to our 321 franchised stores in Canada and related assets operated under our PJC Jean Coutu, PJC Clinique and PJC Santé Beauté banners, and (ix) "Brooks" refers to our 336 Brooks banner stores and related assets located in Connecticut, Maine, Massachusetts, New Hampshire, New York, Rhode Island and Vermont. Unless otherwise indicated, store count information is given as of August 28, 2004.

iv

        The Eckerd business we acquired is referred to in the stock purchase agreement entered into by us, J.C. Penney Company, Inc. and TDI and elsewhere as "Eckerd-North", "North", "Northern Business of Eckerd" and "Northern Operations", and the financial statements related to the Eckerd business are referred to as "Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation)". The remaining stores of TDI, comprising 1,269 stores (store count as of July 31, 2004) operating under the Eckerd banner in the states of Alabama, Arizona, Florida, Kansas, Louisiana, Missouri, Mississippi, Oklahoma and Texas and certain other net assets, were acquired by CVS Corporation prior to our acquisition. TDI reflects the operations of all "Eckerd drugstores" and related businesses. For purposes of this prospectus, "Eckerd" refers to only the business that we acquired in the Eckerd Acquisition.

        When we refer to comparable store sales we compare weekly performance on a year-to-year basis of stores that have been opened at least one year.

        When we refer to our market capitalization we refer to the market value of our outstanding equity, which is comprised of Class A Subordinate Voting Shares and Class B Shares. To calculate the market value of such shares on a particular date, we assume that each Class A Subordinate Voting Share and each Class B Share has a market value equal to the last reported sale price of a Class A Subordinate Voting Share on the Toronto Stock Exchange on such date.

FORWARD-LOOKING STATEMENTS

        We make "forward-looking statements" throughout this prospectus. For example, we provide information related to the anticipated strategic benefits of, and the expected operational improvements in connection with, our acquisition on July 31, 2004 of the Eckerd network of stores in the northeastern, mid-Atlantic and southeastern United States, referred to as the Eckerd Acquisition. Whenever you read a statement that is not simply a statement of historical fact (such as when we describe what we "believe", "expect", "estimate" or "anticipate" will occur, what we "intend", "plan" or "seek" to do or accomplish and other similar statements), you must remember that our expectations may not be correct or that we may not take such actions or accomplish such goals. We do not guarantee that the transactions and events described in this prospectus will happen as described (or that they will happen at all). You should read this prospectus completely and with the understanding that actual future results may be materially different from what we expect.

        Whether actual results will conform with our expectations and predictions is subject to a number of risks and uncertainties, including, but not limited to, the following:

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difficulties that may be encountered in the integration of the Eckerd Acquisition,



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the failure of the Eckerd stores to improve their operating results as compared to their recent performance,



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historical financial information for Eckerd may not necessarily be representative of future results and may not reflect the actual allocation of assets and liabilities between us and CVS Corporation, pursuant to the related transaction documents,



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the failure of J.C. Penney to provide us with adequate transitional services,



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the ability to obtain additional financing, if necessary,



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the need to expand and reorganize our management team or the need for additional expenditures as a result of the Eckerd Acquisition,



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changes in third-party reimbursement levels for prescription drugs and the effect on our margins,



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the failure to achieve the anticipated volume purchasing benefits from the increased size of operations,

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changes in relationships with suppliers and the effect on our purchasing terms,



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our ability to attract and retain a sufficient number of pharmacists for our stores,



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the pace of the Food and Drug Administration's and Health Canada's approval policy and the conversion of existing prescription drugs to over-the-counter medications,



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the effects of noncompliance with government laws and regulations,



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the effects of industry competition,



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the failure of our advertising and merchandising strategies,



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changes in economic condition, due to acts of war and terrorism or otherwise,



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the failure of our Canadian franchisees to generate sales and in turn generate franchise royalties, and



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the volatility in insurance related expenses and the ability of our insurance coverage to adequately cover us against claims.

        These forward looking statements speak only as of the date of this prospectus. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause our actual results to differ materially from those contemplated in any forward-looking statements included in this prospectus should not be construed as exhaustive. You should also read, among other things, the risks and uncertainties described in the section titled "Risk Factors" and in the documents we refer to in the section titled "Where You Can Find More Information". We qualify all of our forward-looking statements by these cautionary statements.

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SUMMARY

The following summary does not contain all the information that may be important to you. You should read the entire registration statement of which this prospectus is a part, including the financial and pro forma data and related notes, before making an investment decision. For information regarding the definition and use of certain terms used in this prospectus, see "Definitions and Use of Certain Terms" and for information with respect to the presentation of pro forma financial data, see "Presentation of Financial and Other Information". Unless otherwise indicated, all store count information is given as of August 28, 2004.

The Company

Overview

        We are the fourth largest drugstore chain in North America and the second largest in both the eastern United States and in Canada with a store network comprised of 2,209 stores. Our store network includes 1,888 corporate-operated stores under our Brooks and Eckerd banners, located throughout 18 states in the eastern United States, and 321 franchised stores under our PJC banners, including PJC Jean Coutu and PJC Clinique, located in three Canadian provinces. On a pro forma basis as of December 31, 2003, our Brooks stores and Eckerd stores had a number one or two market position in approximately 61% of the United States markets in which the stores operate and our PJC franchised stores had the number one market position in Quebec, the key Canadian market in which we operate. We provide our customers with high-quality, professional pharmacy services together with a wide variety of non-prescription, or front-end, products, including beauty, cosmetic and fragrance products, over-the-counter medications, personal care products, private label products, as well as consumable, seasonal and promotional items tailored to local consumer demand for convenience and quality. We believe our stores are generally located in prime retail locations making us among the most convenient drugstore chains in North America. For the fiscal year ended May 31, 2004 and the 13 weeks ended August 28, 2004, our consolidated pro forma revenues, adjusted EBITDA and net income (loss) were approximately $10.9 billion and $2.6 billion, $595.2 million and $101.7 million, and $79.6 million and $(1.7) million, respectively. Our Class A Subordinate Voting Shares trade on the Toronto Stock Exchange under the symbol "PJC.A", which we anticipated will be changed to "PJC.SV.A" on November 29, 2004 and, as of November 23, 2004, our market capitalization was approximately $3.8 billion, based on the last reported sales price of our Class A Subordinate Voting Shares.

        We believe that our acquisition on July 31, 2004 of the Eckerd network of stores in the northeastern, mid-Atlantic and southeastern United States, referred to as the Eckerd Acquisition, added a strong, well-recognized store banner to our portfolio, expanded our store network and significantly increased our geographic diversification. We believe the geographic footprint of our Eckerd stores is attractive for drugstore operations due to its favorable demographics as well as high population-density consumer markets that are similar in many respects to those in our Brooks geographic markets. Our Eckerd stores are similar to our Brooks stores in terms of size and format and have benefited from significant recent capital investments, which we believe will facilitate integration with our existing U.S. operations. Furthermore, the Eckerd Acquisition significantly increased the scale of our operations, which we believe will provide us with several important benefits, including more favorable purchasing terms from suppliers.

        We believe that we differentiate our U.S. corporate-operated drugstore operations through our:

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drugstore operational expertise,



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sophisticated technology and systems,

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streamlined management structure,



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focus on higher-margin front-end merchandise, and



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commitment to customer care and service.

        We believe we will improve the overall operating and financial performance of our Eckerd stores by applying to them the business model used at our Brooks stores.

        Our company was founded in Montreal, Quebec in 1969 by Jean Coutu, our Chairman of the Board, and in 1973 we established our Canadian franchise system. We have since become the franchisor and warehouse supplier of the second largest chain of drugstores in Canada with 321 stores. We entered the U.S. market in 1987 with one store and have since expanded our Brooks operations to 336 stores, primarily through acquisitions. On July 31, 2004, we completed the Eckerd Acquisition, adding 1,549 stores (store count as of July 31, 2004) to our U.S. corporate-operated store network. For the fiscal year ended May 31, 2004 and the 13 weeks ended August 28, 2004, our Canadian franchisor and warehouse supplier operations generated revenues, EBITDA and operating income of approximately $1.2 billion and $312.7 million, $135.0 million and $32.3 million, and $122.8 million and $29.2 million, respectively, and our U.S. operations (Brooks and Eckerd) generated combined pro forma revenues, adjusted EBITDA and operating income (loss) of approximately $9.7 billion and $2.3 billion, $458.6 million and $69.4 million, and $229.8 million and $(1.7) million, respectively. The foregoing amounts for the fiscal year ended May 31, 2004 are presented before the effect of the pro forma adjustments related to purchase accounting in connection with the Eckerd Acquisition. Our Canadian operations are headquartered in Longueuil, Quebec and our U.S. operations are headquartered in Warwick, Rhode Island.

Jean Coutu (Canada)

        Our PJC franchised stores have the number one market position in Quebec, the key Canadian market in which we operate. We franchise our PJC stores because, under Quebec law, only pharmacists are permitted to own a pharmacy. The PJC name is a widely recognized brand in Quebec and our company ranked second in the most recent Revue Commerce survey of the most admired companies in Quebec.

        We provide our PJC franchisee network with multiple services, including centralized purchasing, distribution, marketing, training, human resources, management, operational consulting and information systems, as well as participation in our private label program. Our franchisees pay us an average franchise royalty of approximately 4% of covered franchised store revenues, and an additional fee for other services such as human resources, information technology and loss prevention services. Our PJC franchisees own their PJC businesses independently from us and, as a result, are responsible for managing their PJC franchised stores and for funding their investments in inventory and store fixtures. Our PJC franchisees are required to purchase their inventory from our modern, high-capacity warehouse distribution center so long as we carry the particular item. We supply our PJC franchisees with approximately 72% of the products stocked in our PJC franchised stores, including virtually all of the prescription drugs stocked in those stores. The vast majority of the 28% of other products stocked are items we have determined not to carry in our warehouse.

        We believe that PJC franchised stores have a strong reputation among customers for competitive prices, fast and effective delivery of high-quality, professional pharmacy services, beauty and cosmetic product offerings, targeted and extensive seasonal product programs, photo development, private label products and convenient locations. We believe PJC is also known as a leader in delivery of new and emerging services, such as web-based digital photo processing and web-based prescription refills. Further, we believe PJC is a highly desirable and sought after franchise among pharmacists in our Canadian markets.

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        All our PJC franchised stores have in-house pharmacies and approximately 39% are located adjacent to or in medical office buildings. During the 52 weeks ended August 28, 2004, our PJC franchisee network filled approximately 45.3 million prescriptions, with an average of approximately 141,300 prescriptions per store, which we believe are among the highest prescription counts for any drugstore chain in Canada. In our PJC franchisee network during that same period, prescription drugs accounted for approximately 57% of sales and front-end merchandise accounted for approximately 43% of sales. For the fiscal year ended May 31, 2004 and the 13 weeks ended August 28, 2004, our Canadian franchisor and warehouse operations generated revenues of $1.2 billion and $312.7 million, EBITDA of $135.0 million and $32.3 million, and operating income of $122.8 million and $29.2 million, respectively. Our Canadian franchisor and warehouse supplier operations have also consistently provided us with strong cash flows, including franchise royalties, which has enabled us to pursue our company-wide acquisition strategy. Our Canadian operations generated franchise royalties of approximately $67.5 million, $55.4 million and $50.3 million during the fiscal years ended May 31, 2004, 2003 and 2002, respectively, and $17.3 million and $15.8 million during the 13 weeks ended August 28, 2004 and the three months ended August 31, 2003, respectively.

        We also have significant Canadian real estate assets. We own 166 properties, including 126 PJC store locations leased to PJC franchisees, our Canadian headquarters and our warehouse distribution center. The balance of our PJC franchised store locations are leased by us and sublet to our franchisees. Approximately 60% of the stores in our PJC franchisee network have been either opened, relocated, remodeled or reconfigured during the last five completed fiscal years. We believe that our Canadian real estate assets enable us to ensure that prime locations remain under the PJC banner.

Jean Coutu (USA)

        Our United States operations are comprised of 1,888 corporate-operated stores and several distribution centers operating under two banners, Brooks and Eckerd.

        Brooks.    Our U.S. operations began in 1987 with one store and grew primarily through acquisitions, including our acquisition of 221 Brooks stores in 1994 and 80 Osco stores in 2002. Today our Brooks operations comprise 336 corporate-operated stores and one modern, high-capacity regional distribution center located in Dayville, Connecticut. As of December 31, 2003, Brooks was the second largest retail drugstore chain in New England and had a number one or number two market position in 56% of the New England markets in which it operated. We believe that Brooks has a strong reputation among customers for competitive prices, fast and effective delivery of professional pharmacy services, high-quality beauty and cosmetic product offerings, targeted and extensive seasonal product programs, photo development, private label products, convenient locations and a wide selection of convenience foods and other consumables. Our Brooks banner has been in use for more than 65 years, making it one of the most widely-recognized banners in the New England retail drugstore industry. In 2004, Drug Store News awarded Brooks the "Best Regional Chain of the Past 20 Years" in their Retail Excellence Awards.

        Substantially all our Brooks stores have in-house pharmacies. During the 52 weeks ended August 28, 2004, our Brooks stores filled approximately 23.5 million prescriptions, with an average of approximately 70,600 prescriptions per store. At Brooks during that same period, prescription drugs accounted for approximately 69% of sales and front-end merchandise accounted for approximately 31% of sales. For the fiscal year ended May 31, 2004, our Brooks operations generated revenues of $1.8 billion, EBITDA of $114.7 million and operating income of $83.3 million.

        Brooks also has significant real estate assets. We own 104 U.S. properties, including 84 Brooks store locations, our Brooks distribution center and our Brooks corporate headquarters. We lease our remaining 252 Brooks store locations. Approximately 53% of our Brooks stores have been either opened, reconfigured, relocated, or remodeled during the last five completed fiscal years, with

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investments of more than $128 million in the aggregate during that time. We believe that our Brooks real estate assets will enable us to ensure that prime locations remain under the Brooks banner.

        Eckerd.    The Eckerd stores we acquired in the Eckerd Acquisition represented what is referred to as the Northern Operations of Eckerd and comprised the fourth largest retail drugstore chain in North America as of December 31, 2003, with 1,552 corporate-operated stores (as of August 28, 2004) throughout 13 states and several modern, high-capacity regional distribution centers. Our Eckerd stores have significant density in Georgia, New Jersey, New York, North Carolina, Pennsylvania and South Carolina. We believe that Eckerd has a strong reputation among customers for name recognition, convenience and a modern store base. During Eckerd's last three completed fiscal years, there has been an aggregate of approximately $370 million invested in the Eckerd stores and approximately 65% of the Eckerd stores have been opened, reconfigured, relocated, or remodeled. The Eckerd banner, first used in 1898, is one of the longest lasting and strongest in the retail drugstore industry. As of December 31, 2003, Eckerd had a number one or two market position in approximately 60% of the markets in which it operates.

        Substantially all the Eckerd stores have in-house pharmacies. On a 52-week basis for the 53 weeks ended August 28, 2004, our Eckerd stores filled approximately 97 million prescriptions, with an average of approximately 63,000 per store. We believe this large prescription fill volume gives Eckerd significant prescription drug purchasing power. During the 53 weeks ended August 28, 2004, prescription drugs accounted for 71.4% of sales and front-end merchandise accounted for approximately 28.6% of sales. For the 53 weeks ended January 31, 2004 and the 26 weeks ended July 31, 2004, Eckerd generated sales of $7.9 billion and $3.8 billion, adjusted EBITDA of $356.3 million and $143.0 million, and net income of $104.1 million and $17.1 million.

Business Strengths

        Significant Scale, Leading Market Position, Extensive Geographic Footprint and Well-Recognized Store Banners.    Our store network has significant scale, a leading market position in the eastern United States and Canada, and an extensive geographic footprint. We believe our well-recognized store banners, including PJC Jean Coutu, PJC Clinique, Brooks and Eckerd, have established reputations for convenience, professionalism and excellence in pharmacy services, front-end product selection and value, as well as customer service, that help us to differentiate our stores from those of our competitors and to increase our large base of loyal customers. We believe that the geographic diversity of our network throughout 18 states in the eastern United States and three eastern Canadian provinces reduces our exposure to adverse local or regional market conditions.

        Modern Store Base in Favorable Locations.    We believe that our PJC, Brooks and Eckerd stores are high-quality stores in strategic locations. We choose our store sites selectively to maximize store traffic and visibility and we work to manage effectively the closure or relocation of under-performing stores. Furthermore, we believe our recently acquired Eckerd stores are especially attractive because there is virtually no geographic overlap with our U.S. Brooks store network. Also, our recently acquired Eckerd stores are located in markets with demographics and consumer habits similar to those in our existing markets. We believe that these similarities will enable us to successfully apply to our recently acquired Eckerd stores the extensive market knowledge and proven business model used at our Brooks stores.

        Substantial capital investments in our store network have been made in recent years. During the last five completed fiscal years, we have invested more than $128 million in the aggregate in our Brooks stores and approximately 53% of our PJC and Brooks stores have been either opened, renovated, relocated or remodeled. Significant investments also were made in our Eckerd stores prior to our acquisition. During Eckerd's last three completed fiscal years, there has been an aggregate of

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approximately $370 million invested in our Eckerd stores and approximately 65% of our Eckerd stores have been opened, reconfigured, relocated or remodeled.

        Differentiated U.S. Business Model.    We believe that our U.S. business model, which we intend to apply to our Eckerd stores, differentiates us in the following positive respects:

        Drugstore Operational Expertise.    We believe we have developed substantial drugstore operational expertise that enables us to efficiently match our product offerings to our customers' preferences. We employ this expertise throughout our product delivery chain, from supply and distribution of products to merchandising and marketing and ultimately to the sale of products to our customers. Our product delivery chain is maintained by experienced and well-trained store and management personnel. We have also developed substantial expertise in the selection of store locations and the development of store designs.

        Sophisticated Technology and Systems.    We have enhanced the efficiency of our operations through the use of technology, such as point of sale scanners, which enable us to perform in-depth analysis of and quick decision-making with respect to inventory and pharmacy and front-end sales. Further, we use our technology to refine our purchasing operations and work with our suppliers to tailor our merchandising, customize our shelf space to customer preferences and maximize in-stock positions of high-demand products in an effort to increase sales volume and gross margins. In addition, we have developed a sophisticated, proprietary pharmacy information and workflow system, known as Rx Pro in Canada and as Brooks Rx Care in the U.S. This system is designed to enable an efficient workflow process that optimizes pharmacy services with a focus on fast prescription filling, reduction in filling errors, and maximization of in-stock positions of high-demand prescription drugs.

        Streamlined Management Structure.    We have a relatively "flat", streamlined management structure. We maintain this management structure in order to expedite decision making, better address local demand for specific products and services and reduce corporate overhead expenses.

        Focus on Higher-Margin Front-End Merchandise.    We continuously refine our front-end product selection and quality in order to increase our sales of front-end merchandise. In particular, we are focused on continuing to increase our sales of higher-margin beauty and cosmetic products, over-the-counter medications, private label products and seasonal and other merchandise tailored to local tastes and demands, to further improve profit margins and differentiate our stores from those of our competitors.

        Commitment to Customer Care and Service.    We are committed to ensuring a highly-positive customer service experience at our stores. To this end, we strive to maintain optimal levels of courteous and professional staff members. The 2003 Third Annual Shopper Report, a U.S. consumer survey published by Chain Store Age and Capgemini, ranked our Brooks stores first in their New England area of operations in all categories, including ease of shopping, price and product assortment. We believe that our pharmacy information work flow system minimizes wait times for our pharmacy customers. Furthermore, in many of our stores we provide extended pharmacy hours, drive-through windows and prescription refills through the Internet or an interactive telephone system in response to customer demand for quality and convenience. In addition, we design the pharmacy area of our stores, including our patient consultation counters, to enhance the professional atmosphere of the pharmacy operations. It is our strategy to have our pharmacists become an integral part of the health care decision making process of our customers.

        Cash Flow Generation.    Our Canadian franchisor and warehouse supplier operations have provided us with strong cash flows. Given the significant market position of our PJC franchised stores in Quebec, we do not anticipate expanding our franchisee network during the next several years by more than 10

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to 15 stores per year. As a result, and because our franchisees are responsible for funding their own capital improvements, we do not expect to make significant capital expenditures with respect to our Canadian operations during the next several years. Our Brooks stores have also generated cash flows, which typically have been used to reinvest in the Brooks business. With certain operational improvements at Eckerd, we expect to consistently generate cash flows from our Eckerd stores. During the next several years, we expect store expansion under either our Brooks or Eckerd banners to be limited to those stores that are currently committed to be opened. For the fiscal year ended May 31, 2004 and the 13 weeks ended August 28, 2004, our operations generated consolidated pro forma adjusted EBITDA of $595.2 million and $101.7 million, and net income (loss) of $79.6 million and $(1.7) million, respectively.

        Compelling Industry Fundamentals and Favorable Demographics.    We operate in the large and growing North American pharmacy industry, which we believe offers compelling industry fundamentals and favorable demographics. According to IMS Health, the compounded annual growth rate for total pharmaceutical sales (at actual prices) in the U.S. and Canada is projected to be approximately 11.7% and 11.1%, respectively, for the period 2003 through 2008. We believe that several factors will contribute to this continued growth in total pharmaceutical sales, including increasing life expectancy, the aging "baby boom" generation, the addition of a Medicare prescription drug coverage benefit in the United States and increasing marketing and utilization of lifestyle prescription drugs. According to the National Ambulatory Medical Care Survey, approximately 49.0% of all prescriptions written in the U.S. in 2001 were for individuals 55 years old and older. According to IMS Health, an estimated 58.9% of all prescriptions filled in Canada in 2003 were for individuals 55 years old and older. According to the U.S. Census Bureau, in 2005 approximately 22.7% of the U.S. population, or approximately 67.5 million people, are expected to be 55 years old or older. This percentage of the total U.S. population is expected to grow to 29.5%, or 106.2 million people, by 2025. The Canadian population is also expected to age at an accelerated pace, with people 55 years old and older expected to represent 24.7% of the total Canadian population, or approximately 8.0 million people, by 2006 and 33.3%, or approximately 11.8 million people, by 2021, according to Statistics Canada.

        Experienced Management Team with a Proven Track Record.    Our company was founded in Quebec in 1969 by Jean Coutu, our Chairman of the Board. François Jean Coutu is the President and Chief Executive Officer of The Jean Coutu Group (PJC) Inc. and also manages our Canadian drugstore franchising and warehouse supplier business. Michel Coutu is the President and Chief Executive Officer of The Jean Coutu Group (PJC) USA, Inc. and manages our U.S. drugstore operations. Each of François Jean Coutu and Michel Coutu, who are sons of Jean Coutu, have worked in the retail drugstore business for more than 27 years. Mr. Jean Coutu and his family, directly or indirectly, hold shares of capital stock that represent approximately 48% of our outstanding equity.

        Our Canadian and U.S. senior management teams have developed extensive expertise in operating a chain of corporate-operated drugstores and in operating a drugstore franchisor and warehouse supplier business. The eight senior members of these teams have an average of 24 years of retail industry experience, including an average of 13 years with our company.

        Prior to the Eckerd Acquisition, we completed two significant U.S. acquisitions, adding 301 stores to our corporate-operated drugstore network, as well as several other smaller acquisitions. We believe we have consistently improved the performance of the stores we have acquired. Further, we believe that our management's experience in integrating large groups of stores into our existing network and improving the performance of acquired stores has been and will continue to be an important factor in our success.

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Business Strategy

        We plan to continue to grow our business, improve our financial performance and enhance our reputation by implementing our business strategy, the key elements of which are:

        Apply Our Proven Business Practices to our Eckerd Stores.    Operating income as a percentage of sales at our Brooks stores has improved steadily in recent years as the result of implementation of business practices that stress merchandising excellence, convenient and efficient pharmacy services and patient care, private label sales initiatives and targeted marketing. On a 52-week basis for the 53 weeks ended January 31, 2004, adjusted EBITDA margin and operating margin at Eckerd were 4.6% and 2.2%, respectively, as compared to 6.4% and 4.6%, respectively, at Brooks for the fiscal year ended May 31, 2004. We intend to apply our proven Brooks business practices to, and implement certain operational improvements at, our Eckerd stores, which we believe will improve revenue growth and enable us to renew and enhance customer confidence in our Eckerd banner. The key elements of these business practices are set forth below.

        Convenient and Efficient Pharmacy Services.    We provide extended pharmacy hours in response to local customer demand. We believe pharmacy hours tailored to customer demand attracts customers and drives sales. We believe that our high-quality, convenient and professional pharmacy services enhance our reputation and increase customer loyalty. We intend to increase the number of extended-hour pharmacies, improve our in-stock positions of high-demand prescription drugs and reduce prescription fill times in our Eckerd stores to increase revenue. During the next few years, we also intend to convert the pharmacy operations in our Eckerd stores to our proprietary Brooks Rx Care pharmacy information and work flow system.

        Merchandising and Marketing Expertise.    We believe that the convenient locations and modern store base of our Eckerd store network holds the potential for increased customer traffic and provides an opportunity to increase sales of front-end merchandise. We intend to improve Eckerd's inventory management and product categories in order to offer a more targeted mix of products and services to our customers, including better management of seasonal items. In addition, we intend to improve Eckerd's operating margin by focusing on higher-margin front-end products, such as beauty and cosmetic products, over-the-counter medications and private label products, while de-emphasizing promotions of low-margin consumables. We further believe that we can reduce inventory shrinkage and streamline advertising cost at our Eckerd stores.

        Private Label Sales Initiatives.    Generally, sales of private label products provide us with higher margins than sales of similar brand name products. Eckerd carries approximately 2,000 private label products, which accounted for approximately 7.9% of Eckerd front-end sales for the 53 weeks ended August 28, 2004 while Brooks carries approximately 1,200 private label products, which accounted for approximately 9.8% of Brooks front-end sales for the 52 weeks ended August 28, 2004. We intend to focus significant marketing efforts to enhance the reputation of the private label products available at our Eckerd stores to drive sales of those higher-margin products.

        Efficient Overhead Structure.    We are focused on maintaining our efficient corporate overhead structure. At Brooks, expenses not incurred at the store level, which are referred to as corporate support expenses and includes corporate headquarters and distribution center expenses, as a percentage of sales was approximately 2.8% for the fiscal year ended May 31, 2004. Despite Eckerd's larger scale, we believe comparable corporate support expenses, which would also include local and regional office expenses, as a percentage of sales are significantly higher at Eckerd. Although we may not be able to reduce combined corporate support expenses as a percentage of sales to the current Brooks level, we are committed to streamlining the Eckerd overhead structure and optimizing our overall corporate support expenses as a percentage of sales.

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        Leverage Supplier Relationships.    We maintain strong relationships with our front-end merchandise and prescription drug suppliers. As the fourth largest drugstore chain in North America and the second largest in both the eastern United States and in Canada, we represent an attractive distribution channel to suppliers due to our scale, broad geographic presence and our proven ability to grow merchandise and prescription drug sales. In addition, we believe our size and management expertise will provide us with competitive advantages, particularly with respect to merchandising, operations and purchasing.

        Expand and Maintain Canadian Initiatives.    In Canada, we have additional business strategies that, because of cultural, market, regulatory and other differences, are not applicable to our U.S. operations. These Canadian strategies include the following:

        Medical Offices Co-Location Initiative.    Wherever possible we locate our PJC franchised stores adjacent to or in medical office buildings, which offices we often lease to these medical practices. Approximately 39% of our PJC franchised stores are located adjacent to or in the medical office buildings. We believe that the proximity of such stores to medical offices provides our customers with highly convenient, professional pharmacy services and helps increase our sales of prescription drugs, over-the-counter medications and other front-end products.

        AIR MILES® Initiative.    Our PJC franchised stores are the exclusive Quebec drugstore participants in the AIR MILES® Reward Program. Consumers in the AIR MILES® Reward Program earn reward miles in connection with product purchases at retailers in various categories that may be redeemed for over 300 different rewards including travel services, leisure and entertainment, electronics and gift certificates, including gift certificates redeemable at PJC franchised stores. The AIR MILES® Reward Program encourages customer loyalty by encouraging consumers to shop at retailers that are participating sponsors in the AIR MILES® Reward Program rather than all retailers as in the case of airline branded credit cards with mileage benefits.

        Reduce Debt.    We intend to reduce our level of indebtedness in the future. We have a history of generating strong cash flows at our Canadian operations. During the fiscal year ended May 31, 2004 and the 13 weeks ended August 28, 2004, our pro forma net cash provided (used) by operating activities, after giving effect to the Eckerd Acquisition and related financings and transactions, referred to collectively as the July Transactions, was $374.1 million and $(79.6) million respectively. We believe we can improve the operating margin of our Eckerd stores and generate increased cash flows from operations. We expect to use a substantial portion of our cash flows from operations after capital expenditures and the net proceeds from any sale of non-strategic assets to reduce indebtedness and thereby strengthen our balance sheet.

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The July Transactions

Benefits of the Eckerd Acquisition

        We believe that the Eckerd Acquisition will provide us with several strategic benefits, allowing us to improve the overall performance of our operations. These strategic benefits include (i) a significant increase of the scale and geographic diversity of our retail operations, (ii) the acquisition of a well-established drugstore banner in the United States, (iii) further penetration in a growing industry with compelling fundamentals and favorable demographics and (iv) the addition of strategic store locations. Building on our proven operating business practices and experience in successfully integrating acquisitions into our existing network, we believe we will have an opportunity to improve Eckerd's operating performance. These improvements are expected to be achieved by focusing on three major areas: optimizing combined support functions and operating expenses; improving productivity and reducing costs; and finally, promoting growth initiatives. We expect that these measures will be implemented in different phases following the closing of the Eckerd Acquisition. These measures are intended to enable us to improve Eckerd's operating performance to a level similar to that achieved at Brooks and improve the EBITDA margin of our combined U.S. operations following the Eckerd Acquisition.

        The first component of our integration plan will be the optimization of our support functions and the elimination of certain operating expenses. Although the Eckerd operations will continue to operate under the Eckerd name in order to capitalize on its well-recognized brand and regional identity, the Eckerd operations will be integrated with our existing Brooks operations. We believe the integration of the Eckerd operations will allow us to consolidate administrative functions and reduce corporate support expenses.

        The second component of our integration plan will be improving productivity and reducing costs. We have identified several areas at Eckerd where we believe there is room for operational improvements. We believe these improvements will primarily emanate from the (i) negotiation of more favorable arrangements with suppliers of merchandise and other services, (ii) optimization of advertising strategy, (iii) reduction of inventory shrinkage through improved inventory management systems, and increased store labor and (iv) elimination of non-productive contracts. In addition, through our commitment to customer care and service, part of our integration strategy is to increase store labor in order to improve front-end and pharmacy customer service at Eckerd. We believe that the costs associated with increased customer service will be mitigated by increased sales and reduced inventory shrinkage at Eckerd.

        The third component of our integration plan will target growth initiatives. By applying our proven business model to the Eckerd store base, including our focus on professional and efficient pharmacy services, our merchandising and marketing expertise and our private label sales initiatives, we believe we can increase front-end revenue per Eckerd store and pharmacy prescriptions per Eckerd store to levels similar to those at our Brooks stores.

        Although these three areas of improvements represent the cornerstone of our integration plan, we cannot give any assurance that any anticipated strategic benefits, operational improvements, or cost savings will be realized. See "Risk Factors—Risks Relating to Our Company—The Eckerd Acquisition is significantly larger than any other acquisition we have made to date. We will face challenges integrating the Eckerd stores, may not realize anticipated benefits in a timely fashion or at all and may not be able to improve the performance of the Eckerd stores" and "Risk Factors—Risks Relating to Our Company—The integration of Eckerd and the realization of cost savings will require us to make significant expenditures and may require us to take charges".

9

Plan of Financing

        The Eckerd Acquisition was financed with the proceeds from the sale of the outstanding notes, borrowings under our senior secured credit facilities, available cash and the proceeds from the sale of subscription receipts that were exchanged for Class A Subordinate Voting Shares upon consummation of the Eckerd Acquisition.

Senior Secured Credit Facilities

        Our senior secured credit facilities consist of the following:

•

a five-year revolving facility of up to $350.0 million,



•

a five-year term loan A facility of $250.0 million, and



•

a seven-year term loan B facility of $1.1 billion.

Equity Offering

        On July 14, 2004, we completed an equity offering of 29.0 million subscription receipts for gross proceeds of approximately CDN$506.1 million, not including the exercise of the underwriters' over-allotment option. On July 16, 2004, the underwriters notified us of their intention to exercise the over-allotment option in full for an additional 4.35 million subscription receipts for gross proceeds of approximately CDN$75.9 million and was completed on July 22, 2004. Each subscription receipt was exchanged upon the closing of the Eckerd Acquisition for one Class A Subordinate Voting Share without payment of additional consideration and without any further action by us or such holder.

Sources and Uses of Funds

        The table below sets forth the estimated sources and uses of the funds for the Eckerd Acquisition:

Sources of Funds:

		(dollars in millions)
Term loan A facility		$	250.0
Term loan B facility			1,100.0
Senior notes			350.0
Senior subordinated notes			850.0
Equity issuance (1)			437.7
	Total	$	2,987.7

Uses of Funds:

		(dollars in millions)
Purchase price		$	2,375.0
Preliminary working capital adjustment (2)			112.5
Repayment of existing indebtedness (3)			195.0
Estimated fees and expenses			145.2
General corporate purposes			160.0
	Total	$	2,987.7

(1)

Represents the issuance of 33.35 million subscription receipts exchanged for Class A Subordinate Voting Shares upon consummation of the Eckerd Acquisition at CDN$17.45 per subscription receipt and assuming a $0.7521 per Canadian dollar exchange rate as of July 30, 2004.

10

(2)

The preliminary working capital adjustment is based on available information. Actual working capital adjustment will be determined based on the Eckerd closing date working capital calculation. Actual working capital adjustment may be higher or lower than the preliminary amount.

(3)

Represents repayment of $15.0 million outstanding under existing revolving credit facilities and repayment of an outstanding term loan facility of $180.0 million. These facilities were terminated upon the consummation of the Eckerd Acquisition.

The Eckerd Acquisition

        On July 31, 2004, we acquired from TDI Consolidated Corporation, or TDI, a wholly-owned subsidiary of J.C. Penney Corporation, all of the outstanding capital stock of Thrift Drug, Inc., Genovese Drug Stores, Inc. and Eckerd Corporation, for a net cash purchase price of approximately $2.5 billion, including preliminary working capital adjustments of $112.5 million. Prior to the closing of the Eckerd Acquisition, the companies to be acquired by us sold to CVS Corporation, or CVS, all of the assets relating to the TDI stores in Alabama, Arizona, Florida, Kansas, Louisiana, Missouri, Mississippi, Oklahoma and Texas, as well as assets related to their pharmacy benefit administration and management services, specialty biotechnology pharmacy services and mail order pharmacy services. Following such divestiture to CVS, the companies we acquired operated approximately 1,549 Eckerd bannered stores (store count as of July 31, 2004), six regional distribution centers, the Eckerd corporate headquarters in Largo, Florida, the Eckerd trade name and other related assets. The Eckerd Acquisition was financed through the proceeds from the offering of the outstanding notes subject to this exchange offer, borrowings under our senior secured credit facilities, available cash and the proceeds from the offering and sale of subscription receipts for our Class A Subordinate Voting Shares. See "Description of Other Indebtedness" and "The July Transactions—Plan of Financing—Equity Offering".

        In connection with the Eckerd Acquisition:

•

J.C. Penney has agreed to pay certain severance obligations and other benefits for certain of the Eckerd headquarters employees, within six months after the closing of the Eckerd Acquisition, whether or not such employees are terminated involuntarily at any time following the acquisition.



•

J.C. Penney has agreed to indemnify us for, among other things, damages arising out of or relating to pre-closing noncompliance with the Eckerd five-year corporate integrity agreement with the Department of Health & Human Services—Office of the Inspector General, taxes and environmental liabilities relating to legal noncompliance during periods prior to the closing date, existing labor practices claims, any breach of any of its covenants under the stock purchase agreement for the Eckerd Acquisition and for any funding liabilities with respect to benefit plans maintained for TDI employees. Also, J.C. Penney has agreed to indemnify us up to a maximum of $350.0 million against damages attributable to breaches of certain representations and warranties made by it in the stock purchase agreement, subject to negotiated deductible thresholds.

11

Business Organization

        The following chart summarizes the organization of The Jean Coutu Group (PJC) Inc. and its different business units after giving effect to the Eckerd Acquisition and the other transactions described in "The July Transactions".

(1)

Issuer of the notes and borrower under the term loan A facility and the term loan B facility.

(2)

Co-borrower under our revolving credit facility and guarantor of the notes.

        Each of our subsidiaries that is a guarantor or borrower under our senior secured credit facilities is a guarantor under the outstanding notes and will be a guarantor under the exchange notes. All of our current subsidiaries are guarantors under the senior secured credit facilities and we expect all of our future subsidiaries will be guarantors under the senior credit facilities.

        We were incorporated on June 22, 1973, under the laws of the province of Quebec, Canada. Our principal office is located at 530 Bériault Street, Longueuil, Quebec, Canada J4G 1S8. Our telephone number is (450) 646-9760. Our world wide web address is http://www.jeancoutu.com. Information on our website does not constitute part of this prospectus.

12

Summary of the Exchange Offer

        On July 30, 2004, we completed the offering of the outstanding notes in a transaction exempt from registration under the Securities Act. In connection with that offering, we entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we agreed to commence this exchange offer. For a more complete description of the terms of the exchange offer, see "The Exchange Offer" in this prospectus.

The initial offering of outstanding notes	We sold the outstanding notes on July 30, 2004 in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act. The initial purchasers of the outstanding notes subsequently resold the outstanding notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act and under Regulation S.
Registration rights agreement	Simultaneously with the initial sale of the outstanding notes, we entered into a registration rights agreement with the initial purchasers named therein for the exchange offer. In the registration rights agreement, we agreed, among other things, to use our reasonable best efforts to file a registration statement with the Securities and Exchange Commission, or the Commission, within 120 days, and to complete this exchange offer within 240 days, of issuing the outstanding notes. The exchange offer is intended to satisfy your rights under the registration rights agreement. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your outstanding notes. See "Registration Rights Agreement".
The exchange offer	We are offering to exchange the senior exchange notes and the senior subordinated exchange notes, which have been registered under the Securities Act, for your outstanding senior notes and/or outstanding senior subordinated notes, as applicable, which were issued on July 30, 2004. The exchange notes will evidence the same debt as the applicable outstanding notes and will be governed by the same indenture. In order to be exchanged, an outstanding note must be properly tendered and accepted. All outstanding notes that are validly tendered and not validly withdrawn will be exchanged. We will issue exchange notes promptly after the expiration of the exchange offer.

13

Resales	We believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act provided that:
	•	any exchange notes that you receive will be acquired in the ordinary course of your business;
	•	you are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes; and
	•	you are not our "affiliate" as defined in Rule 405 of the Securities Act, or a broker-dealer tendering notes acquired directly from us.
	If any of these conditions are not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability. Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes that were acquired by that broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes issued to it in the exchange offer.
Record date	We plan to mail this prospectus and the related exchange offer documents to registered holders of outstanding notes on                         , 2005.
Expiration date	The exchange offer will expire at 5:00 p.m., New York City time,                         , 2005, unless we decide to extend the expiration date.

14

Conditions to the exchange offer	The exchange offer is not conditional upon any minimum aggregate principal amount of outstanding notes being tendered for exchange. The exchange offer is subject to customary conditions, which may be waived by us. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. See "The Exchange Offer—Conditions to the Exchange Offer".
	We issued the outstanding notes as global securities. When the outstanding notes were issued, we deposited the global notes representing the outstanding senior notes with The Bank of New York as custodian for the Depository Trust Company, or DTC and we deposited the global notes representing the outstanding senior subordinated notes with Wells Fargo Bank, N.A. as custodian for DTC. Beneficial interests in the outstanding notes, which are held by direct or indirect participants in DTC are shown on records maintained in book-entry form by DTC.
	You may tender your outstanding notes through book-entry transfer in accordance with DTC's Automated Tender Offer Program, or ATOP. To tender your outstanding notes by a means other than book-entry transfer, a letter of transmittal must be completed and signed according to the instructions contained in the letter. The letter of transmittal and any other documents required by the letter of transmittal must be delivered to the applicable exchange agent by mail, facsimile, hand delivery or overnight carrier. In addition, you must deliver the outstanding notes to the applicable exchange agent or comply with the procedures for guaranteed delivery. See "The Exchange Offer—Procedures for Tendering Notes" for more information.
	Do not send letters of transmittal and/or certificates representing outstanding notes to us. Send these documents only to the applicable exchange agent. See "The Exchange Offer—Exchange Agent" for more information.
Effect of not tendering	Outstanding notes held by holders that were eligible to participate in the exchange offer that are not tendered or that are tendered but not accepted will, following the completion of the exchange offer, continue to be subject to the existing restrictions upon transfer thereof. We will have no further obligation to provide for the registration under the Securities Act of such outstanding notes. Accordingly, the liquidity of the market for the outstanding notes could be adversely affected.
	Neither the Delaware General Corporation Law nor the applicable indenture relating to the notes gives you any appraisal or dissenters' rights or any other right to seek monetary damages in court if you do not participate in the exchange offer.

15

Special procedures for beneficial owners	If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.
Guaranteed delivery procedures	If you cannot meet the expiration date deadline, or you cannot deliver your outstanding notes, the letter of transmittal or any other documentation on time, then you must surrender your notes according to the guaranteed delivery procedures set forth under "The Exchange Offer—Procedures for Tendering Notes—Guaranteed Delivery".
Withdrawal rights	You may withdraw the tender of your outstanding notes at any time prior to 5:00 p.m., New York City time on                        , 2005.
Federal income tax considerations	The exchange of outstanding notes will not be a taxable event for United States federal income tax purposes or for Canadian federal income tax purposes.
Use of proceeds	We will not receive any proceeds from the issuance of the exchange notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer.
Exchange agents	The Bank of New York is serving as exchange agent in connection with the exchange offer for the outstanding senior notes and Wells Fargo Bank, N.A. is serving as the exchange agent in connection with the exchange offer for the outstanding senior subordinated notes.

16

The Notes

        The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of the notes, see "Description of the Senior Notes" and "Description of the Senior Subordinated Notes".

Issuer	The Jean Coutu Group (PJC) Inc.
Notes offered	$350,000,000 aggregate principal amount of 75/8% senior notes due 2012. $850,000,000 aggregate principal amount of 81/2% senior subordinated notes due 2014.
Maturity	August 1, 2012 for the senior notes. August 1, 2014 for the senior subordinated notes.
Interest payment dates	February 1 and August 1, beginning February 1, 2005.
Guarantees	All our subsidiaries that are a guarantor or borrower under our senior secured credit facilities will jointly and severally, fully and unconditionally, guarantee the senior notes on a senior basis and the senior subordinated notes on a senior subordinated basis. Future subsidiaries may also be required to guarantee the notes.
Ranking	The senior notes are senior unsecured obligations and rank equally with our unsecured senior indebtedness and effectively junior to our secured indebtedness, including indebtedness under our senior secured credit facilities, to the extent of the assets securing such indebtedness. Each senior note guarantee is unsecured and will rank equally with the unsecured senior indebtedness of the guarantor, and effectively junior to the secured indebtedness of the guarantor, and effectively junior to the secured indebtedness of the guarantor, including their guarantees under our senior secured credit facilities.
	The senior subordinated notes are unsecured senior subordinated obligations and are subordinated to our senior secured credit facilities and other senior indebtedness. The senior subordinated notes rank equally with our senior subordinated indebtedness and rank senior to our subordinated indebtedness. Each senior subordinated note guarantee is unsecured and subordinated to senior indebtedness of the guarantor. Because the notes are subordinated, in the event of bankruptcy, liquidation or dissolution and acceleration of or payment default on senior indebtedness, holders of the senior subordinated notes will not receive any payment until holders of senior indebtedness and guarantor senior indebtedness have been paid in full.
	As of August 28, 2004, we and our subsidiary guarantors had:
	•	$1.7 billion of senior indebtedness outstanding, approximately $1.4 billion of which was secured and $350 million of which was represented by the outstanding senior notes, and
	•	$850 million of senior subordinated indebtedness outstanding, all of which was represented by the senior subordinated notes.

17

Additional amounts	All payments with respect to the notes will be made without withholding or deduction for Canadian and certain other taxes unless required by law or the interpretation or administration thereof, in which case, subject to certain exceptions, we or the relevant guarantor will pay such additional amounts as may be necessary so that the net amount received by the holders and beneficial owners of the notes after such withholding or deduction will not be less than the amount that they would have received in the absence of such withholding or deduction. See "Description of the Senior Notes—Additional Amounts" and "Description of Senior Subordinated Notes—Additional Amounts".
Redemption for changes in Canadian or certain other withholding taxes	We may redeem the notes, in whole but not in part, at 100% of the principal amount of the notes, plus accrued and unpaid interest to the date of redemption, in the event that we are (or, under certain circumstances, a guarantor is) required to pay additional amounts as a result of certain changes affecting Canadian or certain other withholding taxes. See "Description of the Senior Notes—Tax Redemption", "Description of the Senior Notes—Additional Amounts", "Description of the Senior Subordinated Notes—Tax Redemption" and "Description of the Senior Subordinated Notes—Additional Amounts".
Optional redemption	We may redeem some or all of the senior notes, at any time on or after August 1, 2008 at the redemption prices described in this prospectus.
	We may redeem some or all of the senior subordinated notes, at any time on or after August 1, 2009 at the redemption prices described in this prospectus.
Change of control	If a change of control occurs, we will be obligated to make an offer to purchase all the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued interest.
Equity offering optional redemption	Before August 1, 2007, we may redeem up to 35% of the aggregate principal amount of the senior notes or the senior subordinated notes, as the case may be, with the net cash proceeds of certain equity offerings at 107.625% of the principal amount of the senior notes and 108.5% of the principal amount of the senior subordinated notes, plus accrued interest in each case, if at least 65% of the aggregate principal amount of the senior notes or the senior subordinated notes, as the case may be, originally issued remains outstanding after such redemption.

18

Covenants	The indentures governing the notes contain covenants that, among other things, will limit our ability and the ability of our subsidiaries to:
	•	incur additional indebtedness,
	•	pay dividends on, redeem or repurchase our capital stock,
	•	make investments,
	•	engage in transactions with affiliates,
	•	create certain liens,
	•	sell assets,
	•	in the case of our subsidiaries, guarantee indebtedness,
	•	issue or sell subsidiary preferred stock,
	•	create restrictions on the ability of restricted subsidiaries to pay dividends,
	•	enter into sale and leaseback transactions,
	•	create unrestricted subsidiaries, and
	•	consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.
	•	These covenants under each of the indentures are subject to important exceptions and qualifications. See "Description of the Senior Notes" and "Description of the Senior Subordinated Notes".
Risk factors	See "Risk Factors" and other information in this registration statement for a discussion of factors you should carefully consider before deciding to invest in the notes.
No prior market; The PORTAL Market® listing	The notes will be new securities for which there is currently no market. Although the initial purchasers of the outstanding notes have informed us that they intend to make a market in the notes, they are not obligated to do so and they may discontinue market-making at any time without notice. Accordingly, the issuers cannot assure you that a liquid market for the notes will develop or be maintained.
Use of proceeds	We will not receive any proceeds from this offering.

19

Risk Factors

        Before participating in the exchange offer, you should consider carefully the information included in "Risk Factors", as well as the other information contained in this prospectus.

20

Summary Consolidated Financial Data and Other Data

The Jean Coutu Group (PJC) Inc.

The following summary consolidated financial data as of and for each of the three fiscal years ended May 31, 2004, 2003 and 2002 have been derived from our audited consolidated financial statements and have been restated to take into consideration changes in accounting policies and the change of reporting currency as explained in our historical consolidated financial statements included elsewhere in this prospectus. The summary consolidated financial data for the 13 weeks ended August 28, 2004 and the three months ended August 31, 2003 have been derived from our unaudited interim consolidated financial statements, and in our opinion, reflect all adjustments, consisting of normal accruals, necessary for a fair presentation of the data for those periods. Our results of operations for the 13 weeks ended August 28, 2004 may not be indicative of results that may be expected for the full year. Further, our results of operations for the 13 weeks ended August 28, 2004 includes revenues and expenses of Eckerd for the period of August 1, 2004 to August 28, 2004. You should read the information set forth below in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations—The Jean Coutu Group (PJC) Inc.", our consolidated financial statements and related notes and "Unaudited Pro Forma Condensed Consolidated Financial Information" included elsewhere in this prospectus. We prepare our consolidated financial statements in accordance with Canadian GAAP and present them in U.S. dollars. The material differences between Canadian GAAP and U.S. GAAP, are described in Note 26 to The Jean Coutu Group (PJC) Inc.'s consolidated financial statements included elsewhere in this prospectus. The summary consolidated financial data and other data below have been derived from those consolidated financial statements and reconciled to U.S. GAAP.

U.S. GAAP

	Fiscal year ended May 31,
							Thirteen weeks ended August 28, 2004 (3)			Three months ended August 31, 2003
	2004		2003 (1)		2002 (2)
							(unaudited)			(unaudited)
	(dollars in thousands)
Statement of operations data:
Sales	$	2,893,088	$	2,523,912	$	2,093,699	$	1,298,235		$	679,796
Cost of goods sold		2,321,922		1,998,025		1,700,211		1,012,227			544,105
Gross profit		571,166		525,887		393,488		286,008			135,691
Other income		149,879		122,757		114,775		38,613			38,062
Selling, general and administrative expenses and cost of rental		474,360		446,235		339,485		263,198			114,478
Amortization and depreciation		40,525		37,430		28,404		25,172			9,581
Operating income		206,160		164,979		140,374		36,251			49,694
Interest expense, net		14,535		17,857		10,900		18,027			4,107
Income before taxes		191,625		147,122		129,474		18,224			45,587
Income taxes		60,382		44,871		43,414		(4,163	)		14,381
Net income	$	131,243	$	102,251	$	86,060	$	22,387		$	31,206
Other financial data:
Franchise royalties included in other income	$	67,544	$	55,351	$	50,316	$	17,324		$	15,856
EBITDA (4)		249,722		205,432		171,613		62,246			60,072
Adjusted EBITDA (4)		249,722		203,632		171,613		62,246			58,272
Net income		131,243		102,251		86,060		22,387			31,206
Capital expenditures		74,040		94,131		66,028		20,553			16,611
Total indebtedness to adjusted EBITDA		0.8x		1.3x		1.5x
Interest coverage (adjusted EBITDA to interest)		17.2x		11.4x		15.7x
Ratio of earnings to fixed charges (5)		8.1x		6.0x		7.1x		1.6x			6.5x

21

									As at
	As at May 31,
									August 28, 2004 (3)		August 31, 2003
	2004		2003			2002
									(unaudited)		(unaudited)
	(dollars in thousands)
Balance sheet data:
Cash and cash equivalents	$	14,554	$	(8,273	)	$	(340	)	$	101,581	$	(17,051	)
Working capital		313,880		261,835			254,927			1,211,132		267,542
Property, plant and equipment, net (including real estate)		529,888		490,089			405,867			1,399,965		496,680
Total assets		1,335,717		1,247,582			1,080,849			5,358,510		1,267,894
Total indebtedness		207,175		260,755			263,456			2,588,279		259,521
Shareholders' equity		841,721		723,790			608,713			1,308,466		748,801

(1)

Represents a 53-week period for U.S. operations.

(2)

Our acquisition of 80 Osco stores was completed in January 2002, with the first complete year of sales from those stores included in our results for the fiscal year ended May 31, 2003.

(3)

Our results of operations for the 13 weeks ended August 28, 2004 include revenues and expenses of Eckerd for the period of August 1, 2004 to August 28, 2004.

(4)

EBITDA represents net income plus interest expense, income taxes, amortization of incentives paid to franchisees applied against other income, and amortization and depreciation. Adjusted EBITDA is defined as EBITDA adjusted to adjust the results for the fiscal year ended May 31, 2003 to reflect a 52-week fiscal year for U.S. operations. We have presented EBITDA and adjusted EBITDA, each a non-GAAP measure, because management uses them as measures of financial performance and believes that they are widely accepted performance measurements used by investors and analysts to evaluate companies in the chain drugstore industry. However, EBITDA and adjusted EBITDA:

•

are not measures of financial performance computed in accordance with GAAP,

•

do not represent net income as defined by GAAP,

•

should not be considered as an alternative to net income prepared in conformity with GAAP, and

•

should not be construed as a measure of our financial performance.

Further, EBITDA and adjusted EBITDA as calculated above may not be necessarily comparable to similarly titled measures reported by other companies.

The following chart reconciles EBITDA and adjusted EBITDA to net income for the periods presented and is unaudited:

	Fiscal year ended May 31,
								Thirteen weeks ended August 28, 2004 (3)			Three months ended August 31, 2003
	2004		2003 (A)			2002
	(dollars in thousands)
Net income	$	131,243	$	102,251		$	86,060	$	22,387		$	31,206
Interest expense, net		14,535		17,857			10,900		18,027			4,107
Income taxes		60,382		44,871			43,414		(4,163	)		14,381
Amortization of incentives paid to franchisees applied against other income		3,037		3,023			2,835		823			797
Amortization and depreciation		40,525		37,430			28,404		25,172			9,581
EBITDA		249,722		205,432			171,613		62,246			60,072
Period adjustment (B)		—		(1,800	)		—		—			(1,800	)
Adjusted EBITDA	$	249,722	$	203,632		$	171,613	$	62,246		$	58,272

(A)

Represents a 53-week period for U.S. operations.



(B)

For the fiscal year ended May 31, 2003, adjustment to reflect a 52-week fiscal year for U.S. operations made by reducing by 1/14^th EBITDA for our U.S. operations for the 14 weeks ended August 31, 2002.

(5)

Earnings consist of pre-tax income, excluding premiums paid, plus fixed charges, excluding capitalized interest. Fixed charges consist of (i) interest expense, whether expensed or capitalized, (ii) amortization of debt expense, including any discount or premium, whether expensed or capitalized, and (iii) a portion of rental expense representing the interest factor.

22

Eckerd

        The following summary financial data of the Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) reflecting the Eckerd operations we acquired on July 31, 2004, referred to below as Eckerd, as of January 31, 2004 and January 25, 2003, and for each of the fiscal years ended January 31, 2004, January 25, 2003, and January 26, 2002, have been derived from its audited carve out special purpose financial statements. The summary financial data as of and for the 26 weeks ended July 31, 2004, and July 26, 2003, respectively, have been derived from its unaudited condensed carve out special purpose financial statements, and in TDI's opinion, reflect all adjustments, consisting of normal accruals, necessary for a fair presentation of the data for those periods. Eckerd's results of operations for the 26 weeks ended July 31, 2004, may not be indicative of results that may be expected for the full year. You should read the information set forth below in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations—Eckerd", the carve out special purpose financial statements and related notes and "Unaudited Pro Forma Condensed Consolidated Financial Information" included elsewhere in this prospectus. The carve out special purpose financial statements were prepared in accordance with U.S. GAAP and are presented in U.S. dollars.

        The carve out special purpose financial statements included elsewhere in this prospectus were prepared using specific identification of income and expenses and assets and liabilities where available, and where not available include allocations and estimates which TDI's management believes are reasonable and appropriate under the circumstances. Certain assets and liabilities were allocated in accordance with the terms of signed definitive agreements. However, these allocations and estimates may not necessarily reflect the financial position, operating results and cash flows for the periods presented had Eckerd been operated as a separate entity. Also, the assets and liabilities included in these financial statements may differ from those ultimately acquired based on the specific definitive agreements between us and CVS. For a more detailed discussion of the basis of presentation and allocation methodology used in the carve out special purpose financial statements, see Note 2 to such statements as of January 31, 2004 and January 25, 2003, and for each of the fiscal years ended January 31, 2004, January 25, 2003, and January 26, 2002, and Note 3 to such statements as of and for the 26 weeks ended July 31, 2004 and July 26, 2003, included elsewhere in this prospectus. In addition, see "Risk Factors—Risks Relating to Our Company—The historical financial information for Eckerd included in this prospectus may not be representative of the future results of our Eckerd operations" and "Risk Factors—Risks Relating to Our Company—We may not accurately allocate certain assets and liabilities between us and CVS".

	Fiscal year ended							Twenty-six weeks ended
	January 31, 2004 (1)		January 25, 2003		January 26, 2002			July 31, 2004		July 26, 2003
								(unaudited)		(unaudited)
	(dollars in thousands)
Statement of revenues and expenses data:
Revenues, net	$	7,894,320	$	7,598,305	$	7,090,897		$	3,823,057	$	3,860,208
Cost of goods sold		6,037,817		5,801,371		5,447,279			2,944,654		2,958,002
Gross profit		1,856,503		1,796,934		1,643,618			878,403		902,206
Selling, general and administrative expenses		1,663,220		1,578,574		1,516,830			843,943		801,163
Acquisition amortization		18,037		18,499		25,883			4,582		7,920
Loss on sale of receivable		2,719		2,450		3,191			563		1,511
Restructuring and other charges, net		2,170		676		(6,418	)		923		1,123
Operating income		170,357		196,735		104,132			28,392		90,489
Interest expense		1,962		1,810		2,271			1,088		758
Income before income taxes		168,395		194,925		101,861			27,304		89,731
Income taxes		64,290		71,454		36,417			10,239		34,248
Net income	$	104,105	$	123,471	$	65,444		$	17,065	$	55,483

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Other financial data:
EBITDA (2)	$	361,140	$	359,245	$	261,513	$	122,636	$	174,988
Adjusted EBITDA (2)		356,347		374,290		292,919		142,973		183,591
Net income		104,105		123,471		65,444		17,065		55,483
Depreciation and amortization		190,783		162,510		157,381		94,244		84,499
Capital expenditures		247,269		192,200		159,416		99,755		127,955
Ratio of earnings to fixed charges (3)		2.1x		2.4x		1.7x		1.3x		2.2x

	As at
	January 31, 2004		January 25, 2003		July 31, 2004		July 26, 2003
					(unaudited)		(unaudited)
	(dollars in thousands)
Statement of assets and liabilities data:
Cash	$	4,294	$	4,550	$	4,223	$	4,210
Working capital		522,880		539,808		575,698		496,671
Property and equipment, net		869,411		776,729		855,064		799,710
Total assets		2,576,221		2,530,259		2,647,234		2,596,990
Total indebtedness (4)		24,408		17,587		31,275		20,274
Excess of assets over liabilities		1,724,836		1,686,002		1,743,860		1,690,025

(1)

Represents a 53-week period.

(2)

EBITDA represents net income plus interest expense, income taxes, and amortization and depreciation. Adjusted EBITDA is defined as EBITDA adjusted to (i) adjust the results for the fiscal year ended January 31, 2004 to reflect a 52-week fiscal year, (ii) adjust the results for the 53 weeks ended May 1, 2004 to reflect a 52-week period and (iii) eliminate last-in-first-out, or LIFO, charges for all periods with respect to Eckerd inventories. EBITDA and adjusted EBITDA, each a non-GAAP measure, are provided as an alternative measurement of operating performance. They are not intended to be substitutes for GAAP measurements and their calculation may vary for other companies. Further, management of TDI believes that the inclusion of supplementary adjustments to EBITDA applied in presenting adjusted EBITDA are appropriate to provide additional information to investors about certain non-cash and/or non-recurring items. However, EBITDA and adjusted EBITDA:

•

are not measures of financial performance computed in accordance with GAAP,

•

do not represent net income as defined by GAAP,

•

should not be considered as an alternative to net income prepared in conformity with GAAP, and

•

should not be construed as a measure of our financial performance.

Further, EBITDA or adjusted EBITDA as calculated above may not be necessarily comparable to similarly titled measures reported by other companies.

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The following chart reconciles EBITDA and adjusted EBITDA to net income for the periods presented and is unaudited:

	Fiscal year ended							Twenty-six weeks ended
	January 31, 2004 (A)			January 25, 2003		January 26, 2002		July 31, 2004		July 26, 2003
	(dollars in thousands)
Net income	$	104,105		$	123,471	$	65,444	$	17,065	$	55,483
Interest expense		1,962			1,810		2,271		1,088		758
Income taxes		64,290			71,454		36,417		10,239		34,248
Depreciation and amortization		190,783			162,510		157,381		94,244		84,499
EBITDA		361,140			359,245		261,513		122,636		174,988
Period adjustment (B)		(9,848	)		—		—		—		—
Elimination of LIFO charges		5,055			15,045		31,406		20,337		8,603
Adjusted EBITDA	$	356,347		$	374,290	$	292,919	$	142,973	$	183,591

(A)

Represents 53-week period.



(B)

For the fiscal year ended January 31, 2004, adjustment to eliminate the favorable impact of the 53rd week. Sales and gross profit for the 53rd week were based upon actual store sales and an estimate for gross profit. Adjustments to selling, general and administrative expenses were estimated based on an analysis of fixed and variable impacts due to the inclusion of the 53rd week.

The information provided in the above table is supplemental to the Eckerd carve out special purpose financial statements included elsewhere in this prospectus and is not intended to be the primary financial statements of Eckerd.

(3)

Earnings consist of pre-tax income, excluding premiums paid, plus fixed charges, excluding capitalized interest. Fixed charges consist of (i) interest expense, whether expensed or capitalized, (ii) amortization of debt expense, including any discount or premium, whether expensed or capitalized, and (iii) a portion of rental expense representing the interest factor.

(4)

Represents capital lease obligations.

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Summary Unaudited Pro Forma Condensed Consolidated Financial Data

Summary pro forma condensed consolidated statement of operations data and other financial data for the 13 weeks ended August 28, 2004, due to different fiscal periods, combines our historical results for the 13 weeks ended August 28, 2004 and the historical results of Eckerd for the nine weeks ended July 31, 2004. Our historical results for the 13 weeks ended August 28, 2004 includes four weeks of results from our Eckerd drugstores acquired on July 31, 2004. These stores comprised 1,549 stores on July 31, 2004 and 1,552 stores on August 28, 2004. Summary pro forma condensed consolidated statement of operations data and other financial data for the fiscal year ended May 31, 2004, due to different fiscal periods, combine our historical results for the fiscal year ended May 31, 2004 and the historical results of Eckerd for the 53 weeks ended May 1, 2004. Summary pro forma condensed consolidated statement of operations data and other financial data for the 13 weeks ended August 28, 2004 and the year ended May 31, 2004 are presented as if the July Transactions had taken place on June 1, 2003. See "Unaudited Pro Forma Condensed Consolidated Financial Information".

	Thirteen weeks ended August 28, 2004
	The Jean Coutu Group (PJC) Inc.			Northern Operations			Adjustments (1)			Pro forma
	(dollars in thousands)
Statement of operations data:
Sales	$	1,298,235		$	1,296,449		$	—		$	2,594,684
Cost of goods sold		1,012,227			993,427			(22,973	)		1,982,681
Gross profit		286,008			303,022			22,973			612,003
Other income		38,613			—			—			38,613
Selling, general and administrative expenses and cost of rental (2):		263,198			269,807			16,743			549,748
Amortization and depreciation		25,172			35,941			12,239			73,352
Operating income (loss)		36,251			(2,726	)		(6,009	)		27,516
Interest expense, net		18,027			368			27,393			45,788
Income (loss) before income taxes		18,224			(3,094	)		(33,402	)		(18,272	)
Income taxes		(4,163	)		(1,099	)		(11,357	)		(16,619	)
Net income (loss)	$	22,387		$	(1,995	)	$	(22,045	)	$	(1,653	)
Other financial data:
Capital expenditures	$	20,553		$	34,531		$	—		$	55,084
Net cash provided (used) by operating activities		(92,432	)		28,039			(15,232	)(3)		(79,625	)
EBITDA (4)		62,246			33,215			6,230			101,691
Adjusted EBITDA (4)		62,246			33,215			6,230			101,691
Net income (loss)		22,387			(1,995	)		(22,045	)		(1,653	)

	Fiscal year ended May 31, 2004
	The Jean Coutu Group (PJC) Inc.		Northern Operations		Adjustments (1)			Pro forma
	(dollars in thousands)
Statement of operations data:
Sales	$	2,893,088	$	7,892,458	$	—		$	10,785,546
Cost of goods sold		2,321,922		6,046,296		(122,511	)		8,247,707
Gross profit		571,166		1,844,162		122,511			2,537,839
Other income		149,879		—		—			149,879
Selling, general and administrative expenses and cost of rental (2)		474,360		1,505,161		106,190			2,085,711
Amortization and depreciation		40,525		192,561		72,486			305,572
Operating income		206,160		146,440		(56,165	)		296,435
Interest expense, net		14,535		2,140		157,584			174,259
Income before income taxes		191,625		144,300		(213,749	)		122,176
Income taxes		60,382		54,847		(72,675	)		42,554
Net income	$	131,243	$	89,453	$	(141,074	)	$	79,622
Other financial data:
Capital expenditures	$	74,040	$	233,889	$	—		$	307,929
Net cash provided by operating activities		184,074		277,660		(87,621	)(3)		374,113
EBITDA (4)		249,722		339,001		16,321			605,044
Adjusted EBITDA (4)		249,722		329,153		16,321			595,196
Net income		131,243		89,453		(141,074	)		79,622

(1)

See "Unaudited Pro Forma Condensed Consolidated Financial Information" for a description of the adjustments made.

(2)

Eckerd selling, general and administrative expenses and cost of rental includes loss on sale of receivable and restructuring and other charges, net.

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(3)

Represents pro forma interest expense net of tax benefit and tax benefit related to financing fees.

(4)

EBITDA represents net income plus interest expense, income taxes, amortization of incentives paid to franchisees applied against other income and amortization and depreciation. Adjusted EBITDA is defined as EBITDA adjusted to (i) adjust Eckerd results for the 53 weeks ended May 1, 2004 to reflect a 52-week period. EBITDA and adjusted EBITDA, each a non-GAAP measure, have been presented because management uses them as measures of financial performance and believes that they are widely accepted performance measurements used by investors and analysts to evaluate companies in the chain drugstore industry. Further, our management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting adjusted EBITDA are appropriate to provide additional information to investors about certain non-cash and/or non-recurring items that our management does not expect Eckerd to incur at the same level in the future. However, EBITDA and adjusted EBITDA:

•

are not measures of financial performance computed in accordance with GAAP,

•

do not represent net income as defined by GAAP,

•

should not be considered as an alternative to net income prepared in conformity with GAAP, and

•

should not be construed as a measure of our financial performance.

Further, EBITDA or adjusted EBITDA as calculated may not be necessarily comparable to similarly titled measures reported by other companies.

The following chart reconciles our pro forma EBITDA and pro forma adjusted EBITDA to our pro forma net income for the periods presented and is unaudited:

	Thirteen weeks ended August 28, 2004			Fiscal year ended May 31, 2004
	(dollars in thousands)
Net income (loss)	$	(1,653	)	$	79,622
Interest expense		45,788			174,259
Income taxes		(16,619	)		42,554
Amortization of incentives paid to franchisees applied against other franchising income		823			3,037
Amortization and depreciation		73,352			305,572
EBITDA		101,691			605,044
Period adjustment (A)		—			(9,848	)
Adjusted EBITDA	$	101,691		$	595,196

(A)

For the Eckerd 53 weeks ended May 1, 2004, adjustment to reflect a 52-week period. Adjustment made for the Eckerd operations by subtracting the estimated results for the 53rd week of the fiscal year ended January 31, 2004. Sales and gross profit for the 53rd week were based on actual store sales and an estimate for gross profit. Adjustments to selling, general and administrative expenses were estimated based on an analysis of fixed and variable impacts due to the inclusion of the 53rd week.

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RISK FACTORS

Investment in the notes offered hereby involves a high degree of risk. You should carefully consider the risks described below, together with the other information in this prospectus, before deciding to surrender your outstanding notes in exchange for exchange notes pursuant to the exchange offer. These risks apply to the outstanding notes and the exchange notes. References to "notes" refers to both the outstanding notes and the exchange notes, references to "senior notes" refers to both the outstanding senior notes and senior exchange notes and references to "senior subordinated notes" refers to both the outstanding senior subordinated notes and senior subordinated exchange notes, unless the context otherwise requires. There are a number of factors, including those discussed below, that could materially and adversely affect our ability to make payments on the notes. Any of the following risks could materially and adversely affect our business, financial condition or results of operations and you should carefully consider these risks before purchasing the notes. Although the risks identified below represent those we believe are the most significant risks at the present time, additional risks of which we are currently unaware or that we currently deem immaterial could also materially impair our business or our ability to make payments on the notes.

Risks Relating to Our Company

The Eckerd Acquisition is significantly larger than any other acquisition we have made to date. We will face challenges integrating the Eckerd stores, may not realize anticipated benefits in a timely fashion or at all and may not be able to improve the performance of the Eckerd stores.

        The Eckerd Acquisition is the largest acquisition we have attempted to date and is significantly larger than our U.S. operations prior to the acquisition. There is a risk that, due to the size of the acquisition, we will be unable to integrate Eckerd into our U.S. operations as effectively as we have with prior acquisitions, which would result in fewer benefits to us from the acquisition than currently anticipated as well as increased costs. Realization of the expected benefits of the Eckerd Acquisition, including lower administrative expenses, elimination of overlapping functions and improved store operations, will require implementation of appropriate operations, management and financial reporting systems and controls. We may experience difficulties in effectively implementing these systems and integrating Eckerd's systems and operations. If such integration is not successful and if our Eckerd operations are less profitable than we currently anticipate, our results of operations and financial condition will be materially and adversely affected.

        The integration of Eckerd will require the continued transition of key business information from Eckerd managers to ensure the efficient transition of operations and knowledge from such individuals to our management team. If we lose the service of these managers prior to the transfer of all key business information, we may not be able to effectively integrate Eckerd's operations and systems. Further, our Eckerd stores are located in markets in which we have not previously operated and in which we have no significant or specific operational experience, which may result in our ineffective application of our business strategy to those markets. This integration will also require substantial attention from our management team. Furthermore, the transition of ownership of our Eckerd stores and related assets, as well as the transitional services we are required to perform for CVS under our framework agreement and transition services agreement with respect to the other Eckerd operations that it is acquiring, may divert our focus from implementing our business strategy. The diversion of management attention, as well as any other difficulties which we may encounter in the integration process, could have a material and adverse impact on our revenues and operating results.

        Our acquisition rationale requires improved performance from our Eckerd stores. The performance of these stores has declined in recent periods, particularly with respect to front-end sales. We cannot give any assurance that we will be able to improve the performance of our Eckerd stores going forward.

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The integration of Eckerd and the realization of cost savings will require us to make significant expenditures and may require us to take charges.

        In order to obtain the cost savings and operating income that we believe the integration of Eckerd should provide, we will be required to make significant expenditures and may require us to take charges. For example, part of our integration strategy is to increase store labor hours in order to improve front-end and pharmacy customer service at Eckerd thereby increasing sales and reducing inventory shrinkage. We have not yet begun the integration process and are uncertain as to the extent and amount of these expenditures. Further, given the amount of indebtedness that we will incur as part of the Eckerd Acquisition, we may not be able to obtain financing required for any significant expenditures on favorable terms or at all. In addition, we may not achieve the cost savings we expect through the integration of the Eckerd operations regardless of our expenditures, which failure would materially and adversely affect our financial results. In connection with the integration of the Eckerd operations, we may take cash and non-cash charges that could be material. The level and timing of such charges cannot be determined since we have not specifically outlined our plans.

The historical financial information for Eckerd included in this prospectus may not be representative of the future results of our Eckerd operations.

        The stock purchase agreement for the Eckerd Acquisition provided that, prior to the closing of the acquisition, TDI sold to CVS Corporation 1,269 stores (store count as of July 31, 2004) and other assets not related to the stores and additional assets that we are acquiring. See "The July Transactions". In preparing the Eckerd carve out special purpose financial statements, some expense allocations were made on a percentage basis reflecting the relative portion of the TDI drugstore operations acquired by each party and may not reflect the actual proportion of any expense incurred in the future. For example, since the closing of the Eckerd Acquisition we have been responsible for all of the expenses related to Eckerd's headquarters in Largo, Florida. For all periods presented, the TDI drugstore operations were operated as a single business unit. The Eckerd carve out special purpose financial statements have been derived from the financial statements and accounting records of TDI and reflect significant estimates and allocations. In particular, TDI's administrative expenses during the periods presented were based on internal cost allocation methods. Accordingly, the historical financial information of Eckerd included in this prospectus is not necessarily indicative of the future results of operations, cash flows and financial condition of the acquired Eckerd business after the acquisition. For a more detailed discussion of the basis of presentation and allocation methodology used in the Eckerd carve out special purpose financial statements, see Note 2 to such statements as of January 31, 2004 and January 25, 2003 and for each of the fiscal years ended January 31, 2004, January 25, 2003, and January 26, 2002, and Note 3 to such statements as of and for the 26 weeks ended July 31, 2004 and July 26, 2003, included elsewhere in this prospectus.

We may not accurately allocate certain assets and liabilities between us and CVS.

        We acquired a portion of the TDI drugstore network and CVS acquired the balance. In that regard, we entered into the framework agreement with CVS pursuant to which we and CVS agreed to allocate between ourselves certain previously undivided assets and liabilities, such as previously company-wide supply contracts, and assets and liabilities properly allocated to a specific store or other operation. In the event that certain assets or liabilities are not attributable to either us or CVS, then we and CVS will share such assets or liabilities 55% and 45%, respectively. We may not have correctly allocated such assets and liabilities and in such event we may retain additional liabilities and lose the rights to certain assets, which may negatively impact our financial condition.

29

We are dependent on certain transitional services from J.C. Penney Company, Inc.

        Upon consummation of the Eckerd Acquisition, we entered into a transition services agreement under which J.C. Penney Company, Inc. agreed to provide us, for a period of up to 12 months following the closing of the Eckerd Acquisition, certain information technology, risk management, accounting, banking, vendor contracting and tax services with respect to the Eckerd operations. If we do not receive the necessary levels of service from J.C. Penney under the transition services agreement, then we may have significant additional costs and delays with respect to the integration of the Eckerd stores, which would materially and adversely affect our business.

We will be required to expand and reorganize our operational management team.

        The successful integration of Eckerd will require significant expansion of our current U.S. operational management team to provide for the necessary oversight of such a large network of stores, but we do not intend to add layers of management to our flat structure. We will also be required to reorganize the existing Eckerd operational management team to implement our streamlined management structure. The expansion of our current operational management team and the reorganization of the current Eckerd operational management team could be disruptive and affect the management of our operations. We may not be able to effectively reorganize and implement our streamlined management structure with respect to Eckerd or successfully expand our operational management team, either of which would harm our financial condition and results of operations.

We may require additional equity or debt financing to meet our financing requirements and, because we are highly leveraged, we may not be able to obtain required financing.

        We expect that our principal sources of funds will be cash generated from our operating activities and borrowing capacity remaining under our senior secured credit facilities. We believe that these funds should provide us with sufficient liquidity and capital resources to meet our current and future financial obligations, as well as to provide funds for our financing requirements, capital expenditures and other needs, for the foreseeable future. Despite our expectations, however, due to declines in our business or other items described under "Risk Factors", we may not have sufficient funds to satisfy our debt and other obligations. As a result, we may require additional equity or debt financing to meet our financing requirements or may be required to change our business plan or sell off assets. Due to our highly leveraged financial position, future financing may not be available when required or may be available only on terms unsatisfactory to us.

        As of August 28, 2004, we had total borrowed money obligations of approximately $2.6 billion. The obligation to make payments on this indebtedness could materially and adversely affect our company in a number of ways, including by (i) limiting our flexibility to plan for, or react to, changes in our business or market conditions, (ii) limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or general corporate purposes, (iii) limiting our access to cash available from operations to attend to issues arising from the integration of the Eckerd stores and (iv) making us more vulnerable to the impact of adverse economic and industry conditions. We cannot assure you that we will generate sufficient cash flows from operations to service our indebtedness, in which event we may be required to sell assets, reduce capital expenditures, refinance all or a portion of our existing indebtedness or obtain additional financing, any of which would negatively affect our ability to implement our business strategy.

Changes in third-party reimbursement levels for prescription drugs could reduce our margins and have a material adverse effect on our business.

        We rely on prescription drug sales for a significant portion of our revenues and profits. These sales may be affected by changes within the health care industry, including changes to programs providing

30

for payment of prescription drugs by third-party payors, such as federal, state or provincial government and private sources, namely insurance companies. Any significant loss of third-party payor business, including Medicaid and, in the near future, Medicare, could have a material adverse effect on our business and results of operations. Also, we may not be able to effectively negotiate with third-party payors for our payment rates for the prescription drugs that we provide to their members. If third-party payors reduce their payment amounts, our margins on these sales will be reduced, and the profitability of our business, our operating results and financial condition could be adversely affected. For example, we fill a significant number of prescriptions in our Brooks stores through the Massachusetts Medicaid third-party payor system. Massachusetts recently changed the rates it would pay for pharmacy services, which had a negative effect on our financial results. Additional federal, state or provincial legislative changes affecting prescription drug coverage, allowable prescription mark-ups, or professional or dispensing fees could also materially and adversely affect our sales and profitability.

        As the result of recent Medicare reforms in the United States under the U.S. Medicare Prescription Drug, Improvement and Modernization Act of 2003, or the MMA, adding prescription drug benefits, we may be reimbursed by Medicare in the future for some prescription drugs at amounts lower than the amounts we currently receive with respect to the same prescriptions. For example, a temporary senior citizen discount program furnished under this legislation, which we expect will result in lower margins, was implemented in June 2004 and is expected to be in place until the new MMA drug benefit is fully implemented in 2006. We believe these discount programs will mostly affect our sales to customers who do not currently have insurance drug benefit coverage, which customers currently represent approximately 8% of our total U.S. prescription drug sales. While these discount programs may increase the volume of prescriptions filled by our stores, the decreased margins on these higher volumes may result in lower operating income as a percentage of total revenue from these increased prescription sales.

We may not receive the anticipated cash savings from our suppliers on account of our increased volume purchases.

        We are renegotiating several of our supplier contracts to encompass purchases of our combined PJC, Brooks and Eckerd operations. We may be less successful than anticipated in achieving volume purchasing benefits from the increased size of our operations and we may not actually be able to renegotiate some, if not all, of those contracts. In addition, we may not be successful in achieving the expected cost savings benefit expected from the renegotiation of certain supplier contracts that require renegotiation due to the division between the stores that we are acquiring and the stores that CVS is acquiring. Also, some supplier contracts to which TDI is a party contain change of control or similar provisions that could require supplier consents in connection with the Eckerd Acquisition. To the extent that these consents are not obtained as required, our relationships with these suppliers may be materially and adversely affected.

We purchase most of our front-end merchandise from several large suppliers and most of our U.S. prescription drugs from one supplier, and our financial and competitive condition may be materially and adversely affected if we do not maintain good relationships with each of these suppliers.

        As a retailer and warehouse supplier of general consumer merchandise in addition to products generally only found at drugstores, we purchase most of our front-end merchandise from several large suppliers and most of our prescription drugs from one supplier. If our relationship with any of these suppliers were to be negatively impacted, our purchasing terms from a particular supplier may become less favorable or we may lose the right to carry certain products from one of these suppliers. Any such occurrence would put us at a competitive disadvantage and could materially and adversely affect our financial condition and results of operations.

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We have entered into inventory and equipment buy-back arrangements, in the ordinary course of business, in favor of lenders to many of our PJC franchisees that could require us to purchase inventory and equipment from these PJC franchisees in the event they are unable to make required payments to these lenders, which could have a material adverse effect on our business.

        We have entered into inventory and equipment buy-back arrangements, in the ordinary course of business, in favor of lenders to many of our PJC franchisees. These arrangements allow our franchisees to receive beneficial credit arrangements from lenders, which are used to purchase, among other things, inventory from us and certain technology equipment from one of our subsidiaries. These arrangements require us to purchase this inventory and equipment from a PJC franchisee in the event such franchisee is unable to make payments to its lenders in connection with such financing. As of August 28, 2004, the maximum exposure to us under the inventory purchase and equipment purchase arrangements was $50.7 million and $22.2 million, respectively. As new arrangements are entered into, these maximum exposure amounts will increase. We have not entered into these arrangements with all of our PJC franchisees. We are not required to enter into these arrangements under our franchise agreements, however, if requested by a franchisee, we generally will enter into such an arrangement. We expect the lenders who have currently negotiated these arrangements will require similar terms in the future. Although we have not been required to purchase any inventory or equipment from our PJC franchisees under these arrangements in the past, in the event we are required to purchase a significant amount of inventory or equipment under these arrangements and we are not able to resell such inventory or equipment at favorable prices, our business and financial condition could be materially and adversely affected.

We depend on the continued service of, and on the ability to attract, motivate and retain a sufficient number of pharmacists for our stores.

        We believe that our success depends in part on our continued ability to attract and retain qualified and skilled pharmacists. Over the years, a significant shortage of pharmacists has developed due to industry competition as well as competition from other industries. This has resulted in continued upward pressure on pharmacist compensation packages. There can be no assurance that we will be able to attract, hire and retain sufficient numbers of pharmacists necessary to continue to develop and grow our business. The inability to attract and retain a sufficient number of pharmacists could limit our ability to offer extended pharmacy hours, impair our ability to increase revenue and impact our ability to deliver high levels of customer care.

The pace of the FDA's and/or Health Canada's approval of new prescription drugs and the conversion of existing prescription drugs to over-the-counter medications could have a material adverse effect on our business.

        The frequency and rate of introduction of successful new brand name and generic prescription drugs could have an impact on our sales and profitability. In addition, as the U.S. Food and Drug Administration, or FDA, and/or Health Canada continue to approve additional existing prescription drugs for over-the-counter sales there will be increased competition from retailers outside the drugstore industry for the sales of such over-the-counter medications. Furthermore, we believe the approvals for conversion of existing prescription drugs to over-the-counter medications may result in fewer comparable store visits by the users of such medications because, while prescriptions are generally refilled at the same location each time, over-the-counter medications are available at a wide variety of retail outlets. Fewer comparable store visits could impact our sales and profitability. In addition, the FDA's and U.S. Congress' consideration of changes to U.S. prescription drug importation regulations to provide for mail order drug importation from Canada or elsewhere would likely reduce store visits and impact our sales and profitability.

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Noncompliance with and requirements under the many federal, state, provincial and local laws and regulations that apply to our business and to our assets could lead to substantial liabilities, including damages, claims, penalties, injunctive relief, reimbursement obligations, and/or exclusion from participation in federal, state, provincial and local healthcare programs. Given the large number of sites we will own or lease and the nature of environmental, health and safety laws and obligations, we may also incur liabilities due to the presence of hazardous substances at owned or leased properties.

        Our pharmacy operations are subject to numerous federal, state, provincial and local laws and regulations governing the claims submission process, approval of new drugs and the packaging, disposal, sale, marketing, advertising, handling, distribution and dispensing of prescription drugs, as well as applicable Medicaid and Medicare laws and regulations. Failure to properly adhere to these and other applicable laws and regulations could result in the imposition of substantial reimbursement obligations, injunctive relief and civil and criminal penalties, potentially including treble damages. Sanctions for non-compliance can also include termination of, and exclusion from, participation in governmental programs and could materially and adversely affect the continued operation of our business and our financial condition. In addition, depending upon the specific requirements of each applicable state and provincial board of pharmacy, the Eckerd stores could be subject to additional review and approval requirements for individual pharmacies if the Eckerd Acquisition is deemed a change of ownership, control or management of a particular licensed pharmacy or pharmacies. Furthermore, our pharmacies could be affected by future statutory and regulatory changes, such as healthcare reform initiatives and changes in rules governing pharmacy ownership, pharmacy advertising, and the provision of pharmacy services. The implementation of any of these changes could materially and adversely affect our results of operations, financial condition and cash flows.

        Our U.S. pharmacy business is subject to patient privacy and other obligations imposed by the U.S. Health Insurance Portability and Accountability Act. As a result, we are required, among other things, to maintain privacy and security standards, train our associates on the permitted uses and disclosures of protected health information, provide a notice of privacy practice to our pharmacy customers and permit pharmacy customers to access and amend their records and receive an accounting of disclosures of protected health information. Our Canadian operations are subject to similar restrictions and obligations. Failure to properly adhere to these requirements could result in the imposition of substantial civil and criminal penalties. Violations of federal, state, provincial or common law privacy protections can also give rise to remedies that may include significant damages, penalties and injunctive relief.

        If we are convicted of any crime in the future, certain licenses and government contracts material to our operations, such as Medicaid or Medicare plan reimbursement agreements, may be revoked, which would have a material adverse effect on our results of operations and financial condition. In addition, substantial penalties, damages, exclusion from participation in governmental programs or other monetary remedies assessed against us could also have a material adverse effect on our results of operations, financial condition and cash flows.

        We own or lease more than 2,000 sites in the eastern United States and Canada. These sites include our stores, distribution centers and other properties. In connection with the ownership and operation of these sites, we are subject to laws and regulations relating to the protection of the environment and health and safety matters, including those governing exposure to, and the management and disposal of, hazardous substances, as well as the investigation and remediation of contaminated sites. Under certain of these laws and regulations, we may be liable for the clean-up of contamination without regard to whether we knew of, or caused, the contamination. In addition, we may be subject to claims alleging injury from exposure to hazardous substances. Clean-up obligations and lawsuits arising from alleged exposure to hazardous substances may result in significant costs and liabilities.

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If Eckerd fails to comply with the terms of a corporate integrity agreement with the Department of Health & Human Services—Office of the Inspector General, it may be subject to substantial stipulated penalties and other sanctions.

        Eckerd entered into a five year corporate integrity agreement in 2002 with the Department of Health and Human Services—Office of the Inspector General in connection with the settlement of a qui tam U.S. False Claims Act suit. The suit alleged that Eckerd overcharged federal and state health care programs by partially filling prescriptions and billing the programs for the full prescriptions. The stock purchase agreement for the Eckerd Acquisition provides that J.C. Penney will indemnify us for, among other things, damages arising out of or relating to noncompliance prior to the closing date with the five-year corporate integrity agreement. However, the corporate integrity agreement imposes a number of continuing obligations for the balance of the five-year term, including auditing and reporting obligations, and failure to comply with the corporate integrity agreement after the closing date could give rise to substantial stipulated penalties and reimbursement obligations. Moreover, noncompliance with the corporate integrity agreement that implicates other health care laws, regulations or relationships with third party payors could give rise to reimbursement obligations and the full range of available sanctions, including substantial fines, penalties, damages and/or exclusion from governmental programs.

The industry in which we operate is very competitive and further increases in competition could materially and adversely affect us.

        We face intense competition with local, regional and national companies, including other drugstore chains and banner groups, independently owned drugstores, supermarkets, mass merchandisers and discount stores. We also face increasing competition from internet-based providers, mail order pharmacies and, in the U.S., re-importation of prescription drugs, all of which have resulted in volume and pricing pressures. We may not be able to effectively compete against these competitors because our existing or potential competitors may have purchasing arrangements, financial and other resources that are superior to ours. In addition, we may be at a competitive disadvantage because we may be more highly leveraged than some competitors. These competitors may reduce prices for front-end merchandise or reduce prescription dispensing fees to increase market share, which may have an adverse impact on our earnings. Further, the saturation of our local markets with other chain drugstores has increased the intensity of the competition that we face. We believe that the continued consolidation of the drugstore industry will further increase competitive pressures. As competition increases, a significant increase in general pricing pressures could occur that would require us to increase our sales volume and sell products and services at lower prices in order to remain competitive. We cannot assure you that we will be able to continue to compete effectively in our markets or increase our sales volume in response to further increased competition.

Our success depends on our ability to establish effective advertising, marketing and promotional programs, and the retention and enhancement of our reputation.

        Our success depends on our ability to establish effective advertising, marketing and promotional programs (including pricing strategies and price reduction programs implemented in response to competitive pressures and/or to drive demand). The pricing strategy and value proposition must be appropriate for our target customers, and in-stock positions need to be optimized based on sales trends. If we are unsuccessful in our advertising and merchandising strategies, sales could be negatively affected. We also depend on our ability to retain, solidify and enhance our reputation among many constituents, including customers, franchisees, suppliers, investors, regulators, as well as the general public. In addition, until such time as CVS ceases to use the Eckerd banner on its acquired stores and the Eckerd Health Services name in its pharmacy benefit management business, which could be up to 18 months from closing in some cases, CVS could operate its Eckerd banner stores and the Eckerd

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Health Services name in its pharmacy benefit management business in a manner that could materially and adversely affect our reputation. Further, our franchisees could operate their stores in a manner that could materially and adversely affect our reputation.

Changes in economic conditions, due to acts of war and terrorism or otherwise, may influence the retail industry, consumer preferences and spending patterns.

        Our revenues may be negatively influenced by changes in national, regional or local economic conditions and consumer confidence. External factors that affect consumer confidence and over which we exercise no influence include unemployment rates, levels of personal disposable income, national, regional or local economic conditions and acts of war or terrorism. Changes in economic conditions and consumer confidence could adversely affect consumer preferences, purchasing power and spending patterns. Specifically, local economic downturns in markets in which we have significant store density, including, among other areas, New England, Georgia, New Jersey, New York, North Carolina, Pennsylvania and South Carolina, as well as Quebec, may have a significant impact on our sales and profitability. In addition, acts of war or terrorism may cause damage to our facilities, disrupt the supply of the products and services we offer in our stores or adversely impact consumer demand. All these factors could impact our revenues, operating results and financial condition.

Our Canadian operations generate significant revenues from franchisee payments, which are dependent on our franchisees' ability to generate sales.

        A significant portion of our revenues from Canadian operations is generated from sales of goods to, as well as royalty and other payments received from, our PJC franchisees. The ability of our franchisees to pay royalties is dependent on their ability to generate sales. Although we provide training and support to franchisees, the quality of franchised operations may be diminished by any number of factors beyond our control. For example, our franchisees may fail to successfully operate stores in a manner consistent with our standards and requirements, or may fail to hire and train qualified managers and other store personnel. If they do not operate consistent with our standards and requirements, our image and reputation may suffer and sales could decline, thus reducing the cash flow available to assist the expansion of our U.S. operations, including the integration of the Eckerd stores, or to repay our indebtedness, either of which would materially and adversely affect our overall operations.

We sublet many store locations to our PJC franchisees and may incur losses if any PJC franchisee fails to make required sublease payments, which could have a material adverse effect on our business.

        As part of our Canadian real estate strategy, we sublet 195 store locations to our PJC franchisees. As lessee under the leases for these store locations, we are obligated to make lease payments to the landlord even if a PJC franchisee fails to pay to us a required sublease payment. In the fiscal year ended May 31, 2004 and for the 13 weeks ended August 28, 2004, our PJC franchisees and other subtenants made approximately CDN$32.7 million and CDN$8.3 million, respectively, in sublease payments under these subleases. Although none of our PJC franchisees have failed to make sublease payments and did not subsequently cure such a failure, in the event that a significant number of PJC franchisees fail to make required sublease payments to us, our business and financial condition could be materially and adversely affected.

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Given the size and nature of our business, we are subject from time to time to various lawsuits which, depending on their outcome, may have a negative impact on our business, results of operations or financial condition. We may also become subject to significant liability should the consumption or use of any of our products cause injury, illness or death.

        Given the size and nature of our business, we are subject from time to time to various lawsuits which, depending on their outcome, may have a negative impact on our business, results of operations or financial condition. Products that we sell, including over-the-counter medications, could become subject to product tampering, mislabeling or other damage requiring us to recall products. In addition, errors in the dispensing and packaging of prescription drugs could lead to serious injury or death. Product liability claims may be asserted against us with respect to any of the products or prescription drugs we sell and we may be obligated to recall affected products. A product liability judgment against us or a product recall, could have a material adverse effect on our business, operating results or financial condition.

Certain risks are inherent in the operation of a business generally, and the provision of pharmacy services specifically; our insurance may not be adequate to cover any claims against us. In addition, continued volatility in insurance related expenses and the markets for insurance coverage could have a material adverse effect on our business.

        Certain risks are inherent in the operation of our business and in the provision of pharmacy services, such as those with respect to improper filling or labeling of prescriptions and inadequacy of warnings. Although we maintain professional liability and errors and omissions liability insurance, from time to time, claims result in the payment of significant amounts, some portions may not be funded by insurance. The costs of employee health, workers' compensation, property and casualty, general liability, director and officer and other types of insurance have continued to rise, while the amount and availability of coverage have decreased. Claims costs for workers' compensation and other self-insured exposures have also increased. Costs associated with directors and officers insurance have increased as well, due to the recent changes in U.S. securities laws and recent corporate and accounting scandals. In addition, some types of losses, such as losses resulting from wars, acts of terrorism, or natural disasters, generally are not insured because they are either uninsurable or insurance is not economically practical. We cannot assure you that the coverage limits under our insurance programs will be adequate to protect us against future claims, or that we will maintain this insurance on acceptable terms in the future. Furthermore, while J.C. Penney has agreed to provide us access to certain umbrella coverage they maintain for liabilities pertaining to actions, circumstances or events occurring prior to the closing of the Eckerd Acquisition, there can be no assurance that such umbrella coverage will be available if and when needed. Our business, results of operations or financial condition may be adversely affected if, in the future, our insurance coverage proves to be inadequate or unavailable, there is an increase in liability for which we self insure, premiums or required collateral coverage are substantially increased or we suffer reputational harm as a result of an error or omission. Moreover, if an uninsured loss or a loss in excess of premiums or required collateral coverage occurs, we could lose capital invested in that property, as well as the anticipated future revenues derived from the retailing activities conducted at the affected property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property.

Our business could be materially and adversely affected if any of our distribution centers are shut down.

        We ship substantially all of our products to our franchisees and corporate-operated stores through our distribution centers. While we have contingency plans in place, if one of our distribution centers is destroyed or shut down for any reason, including as the result of a natural disaster or a labor action, we could incur higher costs and longer lead times associated with distributing our products to our stores during the time it takes for us to reopen or replace that distribution center. We maintain

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business interruption insurance to protect us from the costs relating to matters such as a shutdown, but our insurance may not be sufficient, or the insurance proceeds may not be timely paid to us, in the event of a shutdown.

We are dependent on our management team and other key personnel, and the loss of the services of any of these individuals could have a material adverse effect on our business and the results of our operations or financial condition.

        Our management team is a key element of our business operations. Our senior managers are integral parts of this team and include, among others, François Jean Coutu, President and Chief Executive Officer of The Jean Coutu Group (PJC) Inc., Michel Coutu, President and Chief Executive Officer of The Jean Coutu Group (PJC) USA, Inc., André Belzile, Senior Vice President, Finance and Corporate Affairs of The Jean Coutu Group (PJC) Inc., Alain Lafortune, Senior Vice President, Purchasing and Marketing of The Jean Coutu Group (PJC) Inc., Normand Messier, Senior Vice President, Operations of The Jean Coutu Group (PJC) Inc., William Welsh, Chief Operating Officer of The Jean Coutu Group (PJC) USA, Inc., Randy Wyrofsky, Chief Financial Officer of The Jean Coutu Group (PJC) USA, Inc. and David Morocco, Chief Marketing Officer of The Jean Coutu Group (PJC) USA, Inc. Our future success depends on our ability to retain this team. If for any reason members of our senior management team do not continue to be active in management, our business, financial condition or results of operations could be adversely affected. Competition in recruiting replacement personnel could be significant. If we do lose members of our senior management team, they may compete with us in the future.

Acquisitions have been, and are expected to continue to be, a part of our growth strategy, which could expose us to significant business risks.

        One of our strategies is to pursue opportunities to grow our business through the acquisition of independently operated drugstores. We expect to continue to selectively seek strategic acquisitions in the future. However, there can be no assurance that suitable acquisition opportunities will be identified. Further, restrictive covenants in our debt instruments may restrict and limit our ability to pursue future acquisitions. Our ability to consummate and to integrate effectively any future acquisitions on terms that are favorable to us may be limited by the number of attractive acquisition targets, internal demands on our resources and, to the extent necessary, our ability to obtain financing on satisfactory terms for larger acquisitions, if at all.

        In addition, future acquisitions could result in the incurrence of additional indebtedness, costs, and contingent liabilities. We may also incur costs and divert management attention for potential acquisitions which are never consummated. For acquisitions we do consummate, expected synergies may not materialize. Our failure to effectively address any of these issues could adversely affect our results of operations, financial condition and ability to service our indebtedness, including the notes.

        Although we have historically performed a detailed due diligence investigation of the businesses or assets that we acquire, and anticipate continuing to do so for future acquisitions, there may be liabilities of the acquired business or assets that we fail or are unable to uncover during our due diligence investigation and for which we, as a successor owner, may be responsible. When feasible, we seek to minimize the impact of these types of potential liabilities by obtaining indemnities and warranties from the seller, which may in some instances be supported by deferring payment of a portion of the purchase price. However, these indemnities and warranties, if obtained, may not fully cover the liabilities because of their limited scope, amount or duration, the financial resources of the indemnitor or warrantor, or other reasons.

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Our ability to grow our business may be constrained by our inability to find suitable new store locations at acceptable prices, or the expiration of our current leases.

        Our ability to grow our business may be constrained if suitable new store locations cannot be identified with lease terms or purchase prices that are acceptable to us. Even if we open new stores as planned, these new stores may not achieve revenue or profitability levels comparable to our mature stores as expected or even at all due to, among other things, unsuitable locations or changing local demographics. In addition, the expiration of leases at existing store locations may adversely affect us if the renewal terms of such leases are unacceptable to us and we are forced to close or relocate a store. Further, changing local demographics at existing store locations may materially and adversely affect revenue and profitability levels at those stores.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

        Certain of our borrowings, including our senior secured credit facilities, are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable indebtedness would increase even though the amount borrowed remained the same. Although our senior secured credit facilities require us to hedge a portion of this risk, if we do not successfully hedge this risk, our net income and cash available for operating our business and servicing our indebtedness, including the notes, would decrease, which could have an adverse effect on our business.

Our operations will be subject to exchange rate fluctuations relating to non-U.S. operations.

        We generate revenues in both U.S. dollars and Canadian dollars, while payment on the notes and a significant portion of the borrowings under our senior secured credit facilities is to be made with U.S. dollars. Fluctuations in exchange rates between the U.S. dollar and Canadian dollar will therefore give rise to foreign currency exchange exposure. For example, during times of a weakening Canadian dollar, at a constant level of business, our Canadian revenues and earnings, each as presented in U.S. dollars, will be reduced because the local currency will translate into fewer U.S. dollars. Future events that may significantly increase or decrease the risk of future movement in the exchange rates for these currencies also cannot be predicted.

A single shareholder controls approximately 90% of the voting interest in our company.

        Mr. Jean Coutu, our founder, directly or indirectly, individually or with members of his family, controls approximately 90% of the voting interest in our company. As a result, Mr. Coutu is able to exercise significant influence over our business and affairs and, except in limited circumstances, has the power to determine all matters requiring shareholder approval, including the election of directors and the approval of significant corporate transactions. In addition, Mr. Coutu's voting power could have the effect of deferring or preventing a change in control of our company that might otherwise be beneficial to our other shareholders.

The conviction of Arthur Andersen LLP may adversely affect Arthur Andersen's ability to satisfy any claims arising from its provision of auditing and other services to us and could have a material adverse effect on us.

        Prior to June 1, 2002, Arthur Andersen LLP served as our independent public accountants that audited our consolidated financial statements for the fiscal years ended May 31, 2000 and 2001, information from which is included in this prospectus. Certain of the items covered by their audit have been reclassified without further audit by Arthur Andersen as discussed elsewhere in this prospectus. On March 14, 2002, Arthur Andersen was indicted on federal obstruction of justice charges arising from the government's investigation of the Enron Corporation. On June 15, 2002, Arthur Andersen was convicted of those charges and the firm ceased practicing before the U.S. Securities and Exchange

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Commission on August 31, 2002. It is likely that, as a result of the conviction and Arthur Andersen's cessation of business activities, that Arthur Andersen will be unable to satisfy any claims arising from its provision of auditing and other services to us, including claims that may arise out of its audit of our consolidated financial statements.

Risks Relating to the Notes

Our level of indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the notes.

        We have a significant amount of indebtedness. As of August 28, 2004, we had total borrowed money obligations of approximately $2.6 billion and a ratio of total indebtedness to total book capitalization of 66.3%. The high level of indebtedness could have important consequences to investors in the notes, particularly if the performance of our Eckerd stores continues to trend down. For example, such indebtedness could:

•

make it more difficult for us to satisfy our obligations with respect to the notes or our other indebtedness,



•

increase our vulnerability to competitive pressures and to general adverse economic or industry conditions, including interest rates,



•

require us to dedicate a substantial portion of our cash flow from operations to servicing indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes,



•

require us to sell assets used in our business,



•

limit our flexibility in implementing our existing or new business strategy or planning for, or reacting to, changes in our business, the industry or general economic conditions, and



•

limit our ability to obtain additional sources of financing for working capital, capital expenditures, acquisitions, or general corporate purposes.

To service our indebtedness, we will require a significant amount of cash, the availability of which depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        We cannot assure you that our business will generate sufficient cash flows from operations or that future borrowings will be available to us under our senior secured credit facilities in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. If our future cash flow from operations and other capital resources are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional equity capital or restructure or refinance all or a portion of our indebtedness, including the notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior secured credit facilities and the notes, on satisfactory terms or at all.

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Your right to receive payments on the senior subordinated notes is junior to our senior indebtedness and possibly all of our future borrowings, and your right to receive payments on the senior notes is effectively junior to our secured indebtedness to the extent of the assets securing such indebtedness.

        The senior subordinated notes and the related guarantees rank behind all of our senior indebtedness, including the senior notes and amounts outstanding under our senior secured credit facilities, and all of our respective future borrowings except any future indebtedness that expressly provides that it ranks equal with, or is subordinated in right of payment to, the senior subordinated notes. Further, the senior notes effectively rank junior to our secured indebtedness, including our senior secured credit facilities, to the extent of the assets securing such indebtedness. As a result, upon any distribution to our creditors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or our property, the holders of our senior indebtedness and related guarantee obligations, including the senior notes, will be entitled to be paid in full in cash before any payment may be made with respect to the senior subordinated notes, and the holders of our secured indebtedness and related guarantee obligations, including under our senior credit facilities, will be entitled to be paid in full to the extent of the assets securing such indebtedness before any payment may be made with respect to the senior notes.

        In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us, holders of the senior subordinated notes will participate with trade creditors and all other holders of our subordinated indebtedness in the assets remaining after we have paid all of our senior indebtedness and guarantee obligations. However, because the indenture governing the senior subordinated notes requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior indebtedness and related guarantee obligations instead, holders of the senior subordinated notes may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, we may not have sufficient funds to pay all of our creditors and holders of senior subordinated notes may receive less, ratably, than the holders of our senior indebtedness and related guarantee obligations.

        The holders of indebtedness under our senior secured credit agreement can block payments under the senior subordinated notes upon certain nonpayment defaults or any payment event of default.

        As of August 28, 2004, the senior subordinated notes and the related guarantees were subordinated to approximately $1.7 billion of senior indebtedness, the senior notes and the related guarantees were effectively subordinated to approximately $1.4 billion of secured indebtedness and approximately $350.0 million was available for future borrowing as additional senior secured indebtedness under our new revolving credit facility.

Since the notes are unsecured, your right to enforce remedies is impaired by the rights of holders of secured indebtedness and our assets may be insufficient to pay amounts due on your notes.

        Our obligations under the senior notes and the senior subordinated notes are general unsecured obligations while obligations under our senior secured credit facilities are secured by all of our U.S. and Canadian assets and those of our subsidiaries. Accordingly, if we become insolvent or are liquidated, or if payment under the senior secured credit facilities is accelerated, the lenders under our senior secured credit facilities will be entitled to exercise the remedies available to a secured lender under applicable law and will have a secured claim on all assets securing the senior secured credit facilities before the holders of unsecured indebtedness, including the notes. If this were to occur, it is possible that there would be no assets remaining after payment of these lenders from which claims of the holders of the notes could be satisfied. In addition, the senior notes and the senior subordinated notes permit us to incur additional secured indebtedness. See "Description of the Senior Notes—Limitation on Liens" and "Description of Senior Subordinated Notes—Limitation on Liens".

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Despite current anticipated indebtedness levels and restrictive covenants, we may incur additional indebtedness in the future.

        Despite our current level of indebtedness, we may be able to incur substantial additional indebtedness, including additional secured indebtedness. Although the terms of the indenture and our senior secured credit facilities will restrict us and our restricted subsidiaries from incurring additional indebtedness, these restrictions are subject to important exceptions and qualifications. If we or our subsidiaries incur additional indebtedness, the risks that we and they now face as a result of our leverage could intensify. If our financial condition or operating results deteriorate, our relations with our creditors, including the holders of the notes, the lenders under our senior secured credit facilities and our suppliers, may be materially and adversely affected.

Our operations are substantially restricted by the terms of the notes and our senior secured credit facilities, which could adversely affect us and increase your credit risk.

        The indentures governing the notes offered hereby will include a number of significant restrictive covenants. These covenants will restrict, among other things, our ability to:

•

incur additional indebtedness,



•

pay dividends on, redeem or repurchase our capital stock,



•

make investments,



•

engage in transactions with affiliates,



•

create certain liens,



•

sell assets,



•

in the case of our subsidiaries, guarantee indebtedness,



•

issue or sell subsidiary preferred stock,



•

create restrictions on the ability of restricted subsidiaries to pay dividends,



•

enter into sale and leaseback transactions,



•

create unrestricted subsidiaries, and



•

consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

        These covenants could limit our ability to plan for or react to market conditions or to meet our capital needs. These covenants are subject to important exceptions and qualifications.

        Our senior secured credit facilities will require us to achieve certain financial and operating results and maintain compliance with specified financial ratios, which are described in "Description of Other Indebtedness". In addition, our senior secured credit facilities will contain various restrictive covenants prohibiting us from, among other things, prepaying, redeeming or purchasing certain indebtedness. Our ability to comply with these covenants and requirements may be affected by events beyond our control and we may have to curtail some of our operations and growth plans to maintain compliance.

        If we are not able to comply with the covenants and other requirements contained in the indenture, our senior secured credit facilities or our other debt instruments, an event of default under the relevant debt instrument could occur. Our ability to comply with the provisions of our senior secured credit facilities, the indentures governing the notes and the agreements or indentures governing other indebtedness we may incur in the future can be affected by events beyond our control and, therefore, we may be unable to meet those ratios and conditions. If an event of default does occur, it

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could trigger a default under our other debt instruments, we could be prohibited from accessing additional borrowings and the holders of the defaulted indebtedness could declare amounts outstanding with respect to that indebtedness to be immediately due and payable. We cannot assure you that our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments or that we would be able to refinance or restructure the payments of those debt securities. Even if we were able to secure additional financing, it may not be available on favorable terms.

Our ability to make payments on the notes depends on our ability to receive dividends or other distributions from our subsidiaries.

        The Jean Coutu Group (PJC) Inc. has a number of subsidiaries. The Jean Coutu Group (PJC) Inc. will be substantially dependent on dividends from its subsidiaries to make payments on the notes, and such dividends may be restricted by law or the instruments governing our indebtedness including the indentures for the notes and the credit agreement for our senior secured credit facilities or other agreements of our subsidiaries.

Applicable laws may allow courts, under specific circumstances, to void the guarantees of the notes.

        Our creditors or the creditors of one or more of the guarantors of the notes could challenge the guarantees as fraudulent transfers, conveyances or preferences or on other grounds under applicable U.S. federal or state law or applicable Canadian federal or provincial law. The entering into of the guarantees could be found to be a fraudulent transfer, conveyance or preference and declared void if a court were to determine that a relevant guarantor:

•

delivered the guarantee with the intent to hinder, delay or defraud its existing or future creditors or the guarantor did not receive fair consideration for the delivery of the guarantee, or



•

did not receive fair consideration or reasonably equivalent value in exchange for the guarantee,



•

was insolvent at the time it delivered the guarantee or was rendered insolvent by the giving of the guarantee,



•

was engaged in a business or transaction for which such guarantor's remaining assets constituted unreasonably small capital, or



•

intended to incur, or believed it could incur, indebtedness beyond its ability to pay such indebtedness as they come due.

        In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its indebtedness, including contingent liabilities, were greater than the fair saleable value of all of its assets,



•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing indebtedness, including contingent liabilities, as they became absolute and mature, or



•

it could not pay its indebtedness as they became due.

        By its terms, the guarantee of each guarantor will limit the liability of each such guarantor to the maximum amount it can pay without the guarantee being deemed a fraudulent transfer. On the basis of historical financial information, recent operating history and other factors, we believe that each

42

guarantor, after giving effect to its guarantee of the notes and the Eckerd Acquisition, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred indebtedness beyond its ability to pay such indebtedness as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions with regard to these issues.

        To the extent a court voids a guarantee as a fraudulent transfer, preference or conveyance or holds it unenforceable for any other reason, holders of notes would cease to have any direct claim against the guarantor which delivered that guarantee.

We may not be able to repurchase the notes upon a change of control.

        Upon the occurrence of specified change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make any required repurchases or our senior secured credit facilities will not allow such repurchases. If we do not repay all borrowings under our senior secured credit facilities or obtain a consent of our lenders under our senior secured credit facilities to repurchase the notes, we will be prohibited from purchasing the notes. Our failure to purchase tendered notes would constitute a default under the indentures governing the notes, which, in turn, would constitute a default under our senior secured credit facilities. In addition, certain important corporate events relating to our capital structure would not constitute a "change of control" under the indentures and, thus, these events could occur without triggering the repurchase obligations. See "Description of the Senior Notes—Purchase of Senior Notes Upon a Change of Control" and "Description of the Senior Subordinated Notes—Purchase of Senior Subordinated Notes Upon a Change of Control".

If an active trading market for the notes does not develop, the liquidity and value of the notes could be harmed.

        The notes will constitute a new issue of securities with no established trading market. If a trading market does not develop, or, if developed, does not continue, purchasers of the notes may not be able to sell them at their fair market value or at all. If any of the notes are traded after their initial offering hereby or senior exchange notes or the senior subordinated exchange notes are issued in the exchange offer, they may trade at a discount from the initial offering price, depending upon:

•

prevailing interest rates,



•

the market for similar securities, and



•

other factors, including general economic conditions and our financial condition, credit rating, performance and prospects.

        We intend to apply to have the notes designated as eligible for trading in the PORTAL® Market. However, we do not intend to list the notes or the senior exchange notes or the senior subordinated exchange notes on any national securities exchange or to seek their quotation on any automated dealer quotation system. In addition, the market for non-investment-grade debt securities has historically been subject to disruptions that have caused price volatility independent of the operating and financial performance of the issuers of these securities. It is possible that the market for the notes or the senior exchange notes or the senior subordinated exchange notes, if any are issued, will be subject to these kinds of disruptions. Accordingly, declines in the liquidity and market price of the notes and the senior exchange notes and the senior subordinated exchange notes, if any are issued, may occur independent of our operating and financial performance.

        The initial purchasers have advised us that they intend to make markets in the notes and, if issued, the senior exchange notes and the senior subordinated exchange notes, but they are not obligated to do

43

so. The initial purchasers may also discontinue market making activities at any time, in their sole discretion, which could further negatively impact your ability to sell the notes or, if issued, the senior exchange notes or the senior subordinated exchange notes, or the prevailing market price at the time you choose to sell.

U.S. investors in the notes may have difficulties enforcing civil liabilities in Canada.

        The Jean Coutu Group (PJC) Inc. and certain of the guarantors of the notes are governed by the laws of Canada and certain of its provinces. Most of our directors, controlling persons and senior executive officers, and certain of the experts named in this prospectus, are residents of Canada or other jurisdictions outside of the United States and a significant portion of our and their assets and cash flows are located outside of the United States. We have appointed an agent for service of process in the United States but it may be difficult for holders of notes to effect service of process upon such persons within the United States or to enforce against them in the United States, judgments of courts of the United States predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States. In addition, we have been advised by our Canadian counsel that there is doubt as to the enforceability in Canada against us, our directors and officers and the experts named in this prospectus who are not residents of the United States, in original actions or in actions for enforcements of judgments of U.S. courts, of liabilities predicated solely upon U.S. federal securities laws.

You may be unable to enforce your rights under certain of the guarantees under applicable bankruptcy law.

        The Jean Coutu Group (PJC) Inc. and certain of the guarantors of the notes are incorporated under the laws of Canadian provinces or of Canada and a substantial portion of our operating assets are located outside of the United States. Under bankruptcy laws in the United States, courts typically have jurisdiction over a debtor's property, wherever located, including property situated in other countries. There can be no assurance, however, that courts outside of the United States would recognize the United States bankruptcy court's jurisdiction. Accordingly, difficulties may arise in administering a United States bankruptcy case involving a Canadian debtor with property located outside of the United States, and any orders or judgments of a bankruptcy court in the United States may not be enforceable.

        The rights of the indenture trustees to enforce remedies under the indentures could be delayed by the restructuring provisions of applicable Canadian federal bankruptcy, insolvency and other restructuring legislation if the benefit of such legislation is sought with respect to us. For example, both the Canadian Bankruptcy and Insolvency Act and the Canadian Companies' Creditors Arrangement Act contain provisions enabling "an insolvent person" to obtain an order which could prevent its creditors and others from initiating or continuing proceedings against it while it prepares a proposal or plan of arrangement for approval by those creditors who will be affected by the proposal or plan of arrangement. Such a restructuring plan or proposal, if accepted by the requisite majorities of each affected class of the insolvent's creditors and approved by the supervising court, would be binding on the minorities in any such class who vote against the plan or proposal. This restructuring legislation generally permits the insolvent debtor to retain possession and administration of its property, even though it may be in default under the applicable debt instrument during the period that the stay against proceedings remains in force.

        During the stay period, the indenture trustees are likely to be restrained from enforcing remedies under the indentures and payments under the notes are unlikely to be made.

44

Risks Relating to the Exchange Offer

If you do not exchange your outstanding notes for exchange notes in the exchange offer, your outstanding notes will continue to be subject to significant restrictions on transfer, and may be subject to a limited trading market and a significant diminution in value.

        If you do not exchange your outstanding notes for the exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer described in the legend on your outstanding notes. In general, you may only offer or sell the outstanding notes if such offers and sales are registered under the Securities Act and applicable state securities laws, or exempt. To the extent outstanding notes are tendered and accepted in the exchange offer, the trading market, if any, for the remaining outstanding notes would be adversely affected and there could be a significant diminution in the value of the outstanding notes as compared to the value of the exchange notes.

If you participate in the exchange offer for the purpose of participating in a distribution of the exchange notes you could be deemed an underwriter under the Securities Act and be required to deliver a prospectus when you resell the exchange notes.

        If you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed an underwriter under the Securities Act. If so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are deemed to be an underwriter and do not comply with these prospectus delivery requirements, you may be subject to civil penalties.

45

USE OF PROCEEDS

        This exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes contemplated in this prospectus, we will receive outstanding notes in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus.

        The proceeds of the outstanding notes together with the borrowings under our new revolving credit facility, our senior secured credit facilities, the proceeds from our equity offering and a portion of our available cash were used to fund the purchase price of the Eckerd Acquisition, to repay our existing credit facilities and to pay our related fees and expenses. Any remaining proceeds were used for general corporate purposes. The table below sets forth the estimated sources and uses of the funds for the Eckerd Acquisition:

			(dollars in millions)
Sources of Funds:
	Term loan A facility		$	250.0
	Term loan B facility			1,100.0
	Senior notes			350.0
	Senior subordinated notes			850.0
	Equity issuance (1)			437.7
		Total	$	2,987.7
Uses of Funds:
	Purchase price		$	2,375.0
	Preliminary working capital adjustment (2)			112.5
	Repayment of existing indebtedness (3)			195.0
	Fees and expenses			145.2
	General corporate purposes			160.0
		Total	$	2,987.7

(1)

Represents the issuance of 33.35 million Class A Subordinate Voting Shares at CDN$17.45 per share and assuming a $0.7521 per Canadian dollar exchange rate as of July 30, 2004.

(2)

The preliminary working capital adjustment is based on available information. Actual working capital adjustment will be determined based on the Eckerd closing date working capital calculation. Actual working capital adjustment may be higher or lower than the preliminary amount.

(3)

Represents repayment of $15.0 million outstanding under existing revolving credit facilities and an outstanding term loan facility of $180.0 million. These facilities were terminated upon the consummation of the Eckerd Acquisition.

46

CAPITALIZATION

        The following table sets forth our capitalization as of August 28, 2004. You should read this information in conjunction with our historical consolidated financial statements and the related notes, "Unaudited Pro Forma Condensed Consolidated Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

		As of August 28, 2004
		(dollars in thousands)
Existing credit facilities, mortgage loans and capital lease obligations		$	38,279
Revolving credit facility (1)			—
Term loan A facility			250,000
Term loan B facility			1,100,000
Senior notes			350,000
	Total senior indebtedness		1,738,279
Senior subordinated notes			850,000
	Total indebtedness		2,588,279
Total shareholders' equity			1,318,108
	Total capitalization		3,906,387

(1)

As of August 28, 2004, nothing was outstanding under our revolving credit facility and $12.8 million of availability was utilized for letters of credit, leaving $337.2 million available for future borrowing.

47

THE EXCHANGE OFFER

Exchange Terms

        We sold the outstanding notes on July 30, 2004 to the initial purchasers pursuant to a purchase agreement. The initial purchasers subsequently sold the outstanding notes to qualified institutional buyers, or QIBs, as defined in Rule 144A under the Securities Act, in reliance on Rule 144A and/or to persons in offshore transactions in reliance on Regulation S under the Securities Act.

        As a condition to the initial sale of the outstanding notes, we and the initial purchasers entered into a registration rights agreement. Pursuant to the registration rights agreement, we agreed, for the benefit of the holders of the notes, that we will at our cost use our reasonable best efforts to:

•

file with the Commission by November 26, 2004, a registration statement under the Securities Act with respect to the exchange notes,



•

use our reasonable best efforts to cause the registration statement to become effective under the Securities Act on or before February 25, 2005; and



•

complete this exchange offer on or before March 25, 2005.

        We agreed to issue and exchange the exchange notes for all outstanding notes properly surrendered and not withdrawn before the expiration of the exchange offer. A copy of the registration rights agreement has been filed as an exhibit to the registration statement which includes this prospectus. The exchange offer is intended to satisfy our obligations under the registration rights agreement.

        Senior notes in an aggregate principal amount of $350,000,000 are currently issued and outstanding. Senior subordinated notes in an aggregate principal amount of $850,000,000 are currently issued and outstanding. The maximum aggregate principal amount of senior exchange notes that will be issued in exchange for the outstanding senior notes is $350,000,000. The maximum aggregate principal amount of senior subordinated exchange notes that will be issued in exchange for the outstanding senior subordinated notes is $850,000,000. The terms of the outstanding senior notes and outstanding senior subordinated notes and the senior exchange notes and senior subordinated exchange notes, as applicable, are the same in all material respects and evidence of the same continuing indebtedness, except that the exchange notes will be freely transferable by the holders, except as provided in this prospectus. See "Description of the Senior Notes" and "Description of the Senior Subordinated Notes".

        The outstanding senior notes and the senior exchange notes bear interest at a rate of 7⁵/8% per year and the outstanding senior subordinated notes and the senior subordinated exchange notes bear interest at a rate of 8¹/2% per year, payable semiannually in arrears on February 1 and August 1, commencing on February 1, 2005. Holders of exchange notes will receive interest from the date of the original issuance of the outstanding notes or from the date of the last payment of interest on the outstanding notes or exchange notes, whichever is later. Holders of exchange notes will not receive any interest on outstanding notes tendered and accepted for exchange. In order to exchange your outstanding notes for transferable exchange notes in the exchange offer, you will be required to make the following representations, which are included in the letter of transmittal:

•

any exchange notes that you receive will be acquired in the ordinary course of your business;



•

you are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes; and



•

you are not our "affiliate" as defined in Rule 405 of the Securities Act, or a broker-dealer tendering notes acquired directly from us.

48

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange any outstanding notes properly tendered in the exchange offer, and the applicable exchange agent will deliver the exchange notes promptly after the expiration date of the exchange offer.

        If you tender your outstanding notes, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of the notes in connection with the exchange offer. We will pay all charges, expenses and transfer taxes in connection with the exchange offer, other than the taxes described below under "The Exchange Offer—Transfer Taxes".

        WE MAKE NO RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF YOUR OUTSTANDING NOTES INTO THIS EXCHANGE OFFER. IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE THIS RECOMMENDATION. YOU MUST MAKE YOUR OWN DECISION WHETHER TO TENDER INTO THIS EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT OF OUTSTANDING NOTES TO TENDER AFTER READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH YOUR ADVISORS, IF ANY, BASED ON YOUR FINANCIAL POSITION AND REQUIREMENTS.

Expiration Date; Extensions; Termination; Amendments

        The exchange offer expires at 5:00 p.m., New York City time, on                        , 2005, referred to as the expiration date, unless we extend the exchange offer, in which case the expiration date will be the latest date and time to which we extend the exchange offer. In order to extend the exchange offer, we will:

•

notify the exchange agents of any extension by oral or written notice; and



•

issue a press release or other public announcement which will include disclosure of the approximate number of outstanding notes deposited; such press release or announcement would be issued prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        We expressly reserve the right, so long as applicable law allows:

•

to delay our acceptance of notes for exchange;



•

to terminate the exchange offer if any of the conditions set forth under "The Exchange Offer—Conditions of the Exchange Offer" has not been satisfied;



•

to waive any condition to the exchange offer;



•

to amend any of the terms of the exchange offer; and



•

to extend the expiration date and retain all notes tendered in the exchange offer, subject to your right to withdraw your tendered notes as described under "The Exchange Offer—Withdrawal of Tenders".

        Any waiver or amendment to the exchange offer will apply to all notes tendered, regardless of when or in what order the notes were tendered. If the exchange offer is amended in a manner that we think constitutes a material change, or if we waive a material condition of the exchange offer, we will promptly disclose the amendment or waiver by means of a prospectus supplement that will be distributed to the registered holders of the notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

49

        We will promptly follow any delay in acceptance, termination, extension or amendment by oral or written notice of the event to the applicable exchange agents, followed promptly by oral or written notice to the registered holders. Should we choose to delay, extend, amend or terminate the exchange offer, we will have no obligation to publish, advertise or otherwise communicate this announcement, other than by making a timely release to an appropriate news agency.

        In the event we terminate the exchange offer, all notes previously tendered and not accepted for payment will be returned promptly to the tendering holders.

        In the event that the exchange offer is withdrawn or otherwise not completed, exchange notes will not be given to holders of notes who have validly tendered their notes.

Resale of Exchange Notes

        Based on interpretations of the staff of the Commission set forth in no-action letters issued to third parties, we believe that exchange notes issued under the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, if:

•

you are acquiring exchange notes in the ordinary course of your business;



•

you are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes;



•

you are not a broker-dealer who purchased notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and



•

you are not our "affiliate" within the meaning of Rule 405 under the Securities Act.

        However, we have not asked the Commission to consider this particular exchange offer in the context of a no-action letter. Therefore, you cannot be sure that the Commission will treat it in the same way it has treated other exchange offers in the past.

        If you tender notes in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes you cannot rely on those interpretations by the staff of the Commission and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale transaction, unless an exemption from registration is otherwise available.

        Only broker-dealers that acquired the notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read the section captioned "Plan of Distribution" for more details regarding the transfer of exchange notes.

Acceptance of Notes for Exchange

        We will accept for exchange outstanding notes validly tendered pursuant to the exchange offer, or defectively tendered, if such defect has been waived by us upon the satisfaction or waiver of the conditions specified below under "The Exchange Offer—Conditions of the Exchange Offer" and the expiration of the exchange offer. We will not accept notes for exchange subsequent to the expiration date of the exchange offer. Tenders of notes will be accepted only in minimum denominations equal to $1,000 or integral multiples of $1,000 in excess thereof.

50

        We expressly reserve the right, in our sole discretion, to:

•

delay acceptance for exchange of notes tendered under the exchange offer, subject to Rule 14e-1 under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders promptly after the termination or withdrawal of a tender offer, or



•

terminate the exchange offer and not accept for exchange any notes not theretofore accepted for exchange, if any of the conditions set forth below under "The Exchange Offer—Conditions of the Exchange Offer" have not been satisfied or waived by us or in order to comply in whole or in part with any applicable law.

        In all cases, exchange notes will be issued only after timely receipt by the applicable exchange agent of certificates representing notes, or confirmation of book-entry transfer, a properly completed and duly executed letter of transmittal, or a manually signed facsimile thereof, and any other required documents. For purposes of the exchange offer, we will be deemed to have accepted for exchange validly tendered notes, or defectively tendered notes with respect to which we have waived such defect, if, as and when we give oral, confirmed in writing, or written notice to the applicable exchange agent. Promptly after the expiration date, we will deposit the exchange notes with the applicable exchange agent, who will act as agent for the tendering holders for the purpose of receiving the exchange notes and transmitting them to the holders. The applicable exchange agent will deliver the exchange notes to holders of notes accepted for exchange after such exchange agent receives the exchange notes.

        If, for any reason, we delay acceptance for exchange of validly tendered notes or we are unable to accept for exchange validly tendered notes, then the applicable exchange agent may, nevertheless, on our behalf, retain tendered notes, without prejudice to our rights described under "The Exchange Offer—Expiration Date; Extensions; Termination; Amendments", "The Exchange Offer—Conditions of the Exchange Offer" and "The Exchange Offer—Withdrawal of Tenders", subject to Rule 14e-1 under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of a tender offer.

        If any tendered notes are not accepted for exchange for any reason, or if certificates are submitted evidencing more notes than those that are tendered, certificates evidencing notes that are not exchanged will be returned, without expense, to the tendering holder, or, in the case of notes tendered by book-entry transfer into the applicable exchange agent's account at a book-entry transfer facility under the procedure set forth under "The Exchange Offer—Procedures for Tendering Notes", such notes will be credited to the account maintained at such book-entry transfer facility from which such notes were delivered, unless otherwise requested by such holder under Special Delivery Instructions in the letter of transmittal, promptly following the exchange date or the termination of the exchange offer.

        Tendering holders of notes exchanged in the exchange offer will not be obligated to pay brokerage commissions or transfer taxes with respect to the exchange of their notes other than as described in "The Exchange Offer—Transfer Taxes" or in the Instructions to the letter of transmittal. We will pay all other charges and expenses in connection with the exchange offer.

Procedures for Tendering Notes

        Any beneficial owner whose notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or held through a book-entry transfer facility and who wishes to tender notes should contact such registered holder promptly and instruct such registered holder to tender notes on such beneficial owner's behalf.

51

Tender of Notes Held Through DTC

        The exchange agents and DTC have confirmed that the exchange offer is eligible for the DTC automated tender offer program. Accordingly, DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer notes to the applicable exchange agent in accordance with DTC's automated tender offer program procedures for transfer. DTC will then send an agent's message to such exchange agent.

        The term "agent's message" means a message transmitted by DTC, received by the applicable exchange agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant. In the case of an agent's message relating to guaranteed delivery, the term means a message transmitted by DTC and received by the applicable exchange agent which states that DTC has received an express acknowledgment from the participant in DTC tendering notes that they have received and agree to be bound by the notice of guaranteed delivery.

Tender of Notes Held in Certificated Form

        For a holder to validly tender notes held in certificated form:

(a)

the applicable exchange agent must receive at its address set forth in this prospectus a properly completed and validly executed letter of transmittal, or a manually signed facsimile thereof, together with any signature guarantees and any other documents required by the instructions to the letter of transmittal, and



(b)

the applicable exchange agent must receive certificates for tendered notes at such address, or such notes must be transferred pursuant to the procedures for book-entry transfer described above. A confirmation of such book-entry transfer must be received by such exchange agent prior to the expiration date of the exchange offer. A holder who desires to tender notes and who cannot comply with the procedures set forth herein for tender on a timely basis or whose notes are not immediately available must comply with the procedures for guaranteed delivery set forth below.

        Letters of transmittal and notes should be sent only to the applicable exchange agent, and not to us or to any book-entry transfer facility.

        THE METHOD OF DELIVERY OF NOTES, LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE APPLICABLE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER TENDERING NOTES. DELIVERY OF SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE APPLICABLE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, WE SUGGEST THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE OF THE EXCHANGE OFFER TO PERMIT DELIVERY TO THE APPLICABLE EXCHANGE AGENT PRIOR TO SUCH DATE. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF NOTES WILL BE ACCEPTED.

Signature Guarantee

        Signatures on the letter of transmittal must be guaranteed by an eligible institution unless:

(a)

the letter of transmittal is signed by the registered holder of the notes tendered therewith, or by a participant in one of the book-entry transfer facilities whose name appears on a security

52

position listing it as the owner of those notes, or if any notes for principal amounts not tendered are to be issued directly to the holder, or, if tendered by a participant in one of the book-entry transfer facilities, any notes for principal amounts not tendered or not accepted for exchange are to be credited to the participant's account at the book-entry transfer facility, and neither the Special Issuance Instructions nor the Special Delivery Instructions box on the letter of transmittal has been completed, or

(b)

the notes are tendered for the account of an eligible institution. An eligible institution is a firm that is a participant in the Security Transfer Agents Medallion program or the Stock Exchange Medallion program, which is generally a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office in the United States.

Book-Entry Transfer

        The exchange agents will seek to establish a new account or utilize an existing account with respect to the notes at DTC promptly after the date of this prospectus. Any financial institution that is a participant in the book-entry transfer facility system and whose name appears on a security position listing it as the owner of the notes may make book-entry delivery of notes by causing the book-entry transfer facility to transfer such notes into the applicable exchange agent's account. HOWEVER, ALTHOUGH DELIVERY OF NOTES MAY BE EFFECTED THROUGH BOOK-ENTRY TRANSFER INTO THE APPLICABLE EXCHANGE AGENT'S ACCOUNT AT A BOOK-ENTRY TRANSFER FACILITY, A PROPERLY COMPLETED AND VALIDLY EXECUTED LETTER OF TRANSMITTAL, OR A MANUALLY SIGNED FACSIMILE THEREOF, MUST BE RECEIVED BY SUCH EXCHANGE AGENT AT ITS ADDRESS SET FORTH IN THIS PROSPECTUS ON OR PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE OFFER, OR ELSE THE GUARANTEED DELIVERY PROCEDURES DESCRIBED BELOW MUST BE COMPLIED WITH. The confirmation of a book-entry transfer of notes into the applicable exchange agent's account at a book-entry transfer facility is referred to in this prospectus as a "book-entry confirmation". Delivery of documents to the book-entry transfer facility in accordance with that book-entry transfer facility's procedures does not constitute delivery to the applicable exchange agent.

Guaranteed Delivery

        If you wish to tender your notes and:

(a)

certificates representing your notes are not lost but are not immediately available,



(b)

time will not permit your letter of transmittal, certificates representing your notes and all other required documents to reach the applicable exchange agent on or prior to the expiration date of the exchange offer, or



(c)

the procedures for book-entry transfer cannot be completed on or prior to the expiration date of the exchange offer,

you may nevertheless tender if your tender is made by or through an eligible institution and on or prior to the expiration date of the exchange offer, the applicable exchange agent has received from the eligible institution a properly completed and validly executed notice of guaranteed delivery, by manually signed facsimile transmission, mail or hand delivery, in substantially the form provided with this prospectus. The notice of guaranteed delivery must:

(a)

set forth your name and address, the registered number(s) of your notes and the principal amount of notes tendered;



(b)

state that the tender is being made thereby;

53

(c)

guarantee that, within three New York Stock Exchange trading days after the date of the notice of guaranteed delivery, the letter of transmittal or facsimile thereof properly completed and validly executed, together with certificates representing the notes, or a book-entry confirmation, and any other documents required by the letter of transmittal and the instructions thereto, will be deposited by the eligible institution with the applicable exchange agent; and



(d)

the applicable exchange agent receives the properly completed and validly executed letter of transmittal or facsimile thereof with any required signature guarantees, together with certificates for all notes in proper form for transfer, or a book-entry confirmation, and any other required documents, within three New York Stock Exchange trading days after the date of the notice of guaranteed delivery.

Other Matters

        Exchange notes will be issued in exchange for notes accepted for exchange only after timely receipt by the applicable exchange agent of:

(a)

certificates for (or a timely book-entry confirmation with respect to) your notes,



(b)

a properly completed and duly executed letter of transmittal or facsimile thereof with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, and



(c)

any other documents required by the letter of transmittal.

        We will determine, in our sole discretion, all questions as to the form of all documents, validity, eligibility, including time of receipt, and acceptance of all tenders of notes. Our determination will be final and binding on all parties. ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF NOTES WILL NOT BE CONSIDERED VALID. We reserve the absolute right to reject any or all tenders of notes that are not in proper form or the acceptance of which, in our opinion, would be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular notes.

        Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding.

        Any defect or irregularity in connection with tenders of notes must be cured within the time we determine, unless waived by us. We will not consider the tender of notes to have been validly made until all defects and irregularities have been waived by us or cured. Neither we, the exchange agents, or any other person will be under any duty to give notice of any defects or irregularities in tenders of notes, or will incur any liability to holders for failure to give any such notice.

Withdrawal of Tenders

        Except as otherwise provided in this prospectus, you may withdraw your tender of notes at any time prior to the expiration date. For a withdrawal to be effective:

(a)

the applicable exchange agent must receive a written notice of withdrawal at the address set forth below under "The Exchange Offer—Exchange Agents", or



(b)

you must comply with the appropriate procedures of DTC's automated tender offer program system.

        Any notice of withdrawal must:

(a)

specify the name of the person who tendered the notes to be withdrawn, and



(b)

identify the notes to be withdrawn, including the principal amount of the notes.

54

        If notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn notes and otherwise comply with the procedures of DTC.

        We will determine all questions as to validity, form, eligibility and time of receipt of any withdrawal notices. Our determination will be final and binding on all parties. We will deem any notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

        Any notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder or, in the case of notes tendered by book-entry transfer into the applicable exchange agent's account at DTC according to the procedures described above, such notes will be credited to an account maintained with DTC for the notes. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn notes by following one of the procedures described under "The Exchange Offer—Procedures for Tendering Notes" at any time on or prior to the expiration date.

Conditions of the Exchange Offer

        Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to issue exchange notes in exchange for any properly tendered outstanding notes not previously accepted and may terminate the exchange offer, by oral or written notice to the applicable exchange agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, to the Dow Jones News Service, or, at our option, modify or otherwise amend the exchange offer, if:

(a)

there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree shall have been issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission:



•

seeking to restrain or prohibit the making or consummation of the exchange offer or any other transaction contemplated by the exchange offer;



•

assessing or seeking any damages as a result thereof; or



•

resulting in a material delay in our ability to accept for exchange or exchange some or all of the outstanding notes pursuant to the exchange offer; or



(b)

the exchange offer violates any applicable law or any applicable interpretation of the staff of the Commission.

        These conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the exchange offer regardless of the circumstances, including any action or inaction by us, giving rise to the condition or may be waived by us in whole or in part at any time or from time-to-time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each right will be deemed an ongoing right that may be asserted at any time or from time-to-time. In addition, we reserve the right, notwithstanding the satisfaction of these conditions, to terminate or amend the exchange offer.

        Any determination by us concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

        In addition, we will not accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for any outstanding notes, if at that time, any stop order has been issued, or is threatened with respect to the registration statement of which this prospectus is a part or with respect to the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

55

Transfer Taxes

        We will pay all transfer taxes applicable to the transfer and exchange of notes pursuant to the exchange offer. If, however:

(a)

delivery of the exchange notes and/or certificates for notes for principal amounts not exchanged, are to be made to any person other than the record holder of the notes tendered;



(b)

tendered certificates for notes are recorded in the name of any person other than the person signing any letter of transmittal; or



(c)

a transfer tax is imposed for any reason other than the transfer and exchange of notes to us or our order, the amount of any such transfer taxes, whether imposed on the record holder or any other person, will be payable by the tendering holder prior to the issuance of the exchange notes.

Consequences of Failing to Exchange

        If you do not exchange your notes for exchange notes in the exchange offer, you will remain subject to the restrictions on transfer of the notes:

(a)

as set forth in the legend printed on the notes as a consequence of the issuance of the notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and



(b)

otherwise set forth in the memorandum distributed in connection with the private offering of the notes.

        In general, you may not offer or sell the notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the notes under the Securities Act.

Accounting Treatment

        The exchange notes will be recorded at the same carrying value as the outstanding notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expenses of the exchange offer over the term of the exchange notes.

Exchange Agents

Senior Notes

        The Bank of New York has been appointed as exchange agent for the exchange offer with respect to the senior notes. You should direct questions and requests for assistance, requests for additional copies of this prospectus, the letter of transmittal or any other documents in connection with the senior notes exchange offer to The Bank of New York, as senior notes exchange agent. You should send certificates for senior notes, letters of transmittal and any other required documents to The Bank of New York, as senior notes exchange agent, addressed as follows:

        By first class mail, overnight, registered or certified mail, overnight courier or by hand:

The Bank of New York
Reorganization Unit
Attention: Randolph Holder
101 Barclay Street, Floor 7E
New York, New York 10286

By facsimile: 212-298-1915
(for eligible institutions only)

Confirm by telephone: 212-815-5098

56

Senior Subordinated Notes

        Wells Fargo Bank, N.A. has been appointed as exchange agent for the exchange offer with respect to the outstanding senior subordinated notes. You should direct questions and requests for assistance, requests for additional copies of this prospectus, the letter of transmittal or any other documents in connection with the senior subordinated notes exchange offer to Wells Fargo Bank, N.A., as senior subordinated notes exchange agent. You should send certificates for senior notes, letters of transmittal and any other required documents to Wells Fargo Bank, N.A., as senior subordinated notes exchange agent, addressed as follows:

        By first class mail, overnight, registered or certified mail, overnight courier or by hand:

By Registered or Certified Mail:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
P.O. Box 1517
Minneapolis, MN 55480
Attn: Bondholder Communications

By Regular Mail or Overnight Courier:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
6th & Marquette Avenue
Minneapolis, Minnesota 55479
Attn: Bondholder Communications

In Person By Hand Only:
Wells Fargo Bank, N.A.
Corporate Trust
Northstar East Building—12th Floor
608 2nd Avenue South
Minneapolis, Minnesota 55402
Attn: Bondholder Communications

By Facsimile Transmission:
612-667-4927

Confirm by Telephone:
800-344-5128
612-667-9764

57

THE JULY TRANSACTIONS

Overview

        On July 31, 2004, we completed the Eckerd Acquisition pursuant to an agreement with TDI to purchase all of the outstanding capital stock of Thrift Drug, Inc., Genovese Drug Stores, Inc. and Eckerd Corporation, for a net cash purchase price of approximately $2.5 billion, including preliminary working capital adjustments of $112.5 million paid at closing. Prior to the closing of the Eckerd Acquisition, the companies we acquired sold to CVS Corporation all of the TDI stores in Alabama, Arizona, Florida, Kansas, Louisiana, Missouri, Mississippi, Oklahoma and Texas, as well as assets related to their pharmacy benefit administration and management services, specialty biotechnology pharmacy services and mail order pharmacy services. Following such divestiture to CVS, the companies we acquired operated approximately 1,549 Eckerd bannered stores (store count as of July 31, 2004) six regional distribution centers, the Eckerd corporate headquarters in Largo, Florida, the Eckerd trade name and other related assets. The Eckerd Acquisition was financed through the proceeds from the sale of the outstanding notes, borrowings under our senior secured credit facilities, available cash and the proceeds from the sale of subscription receipts that were exchanged for Class A Subordinate Voting Shares upon consummation of the Eckerd Acquisition. See "Description of Other Indebtedness" and "Plan of Financing".

Benefits of the Acquisition

        We believe that the Eckerd Acquisition will provide us with several strategic benefits, allowing us to improve the overall performance of our operations. These strategic benefits include (i) a significant increase of the scale and geographic diversity of our retail operations, (ii) the acquisition of a well-established drugstore banner in the United States, (iii) further penetration in a growing industry with compelling fundamentals and favorable demographics and (iv) the addition of strategic store locations. Building on our proven operating business practices and experience in successfully integrating acquisitions into our existing network, we believe we will have an opportunity to improve Eckerd's operating performance. These improvements are expected to be achieved by focusing on three major areas: optimizing combined support functions and operating expenses; improving productivity and reducing costs; and finally, promoting growth initiatives. We expect that these measures will be implemented in different phases following the closing of the Eckerd Acquisition. These measures are intended to enable us to improve Eckerd's operating performance to a level similar to that achieved at Brooks and improve the EBITDA margin of our combined U.S. operations following the Eckerd Acquisition.

        The first component of our integration plan will be the optimization of our support functions and the elimination of certain operating expenses. Although the Eckerd operations will continue to operate under the Eckerd name in order to capitalize on its well-recognized brand and regional identity, the Eckerd operations will be integrated with our existing Brooks operations. We believe the integration of the Eckerd operations will allow us to consolidate administrative functions and reduce corporate support expenses.

        The second component of our integration plan will be improving productivity and reducing costs. We have identified several areas at Eckerd where we believe there is room for operational improvements. We believe these improvements will primarily emanate from the (i) negotiation of more favorable arrangements with suppliers of merchandise and other services, (ii) optimization of advertising strategy, (iii) reduction of inventory shrinkage through improved inventory management systems, and increased store labor and (iv) elimination of non-productive contracts. In addition, through our commitment to customer care and service, part of our integration strategy is to increase store labor in order to improve front-end and pharmacy customer service at Eckerd. We believe that

58

the costs associated with increased customer service will be mitigated by increased sales and reduced inventory shrinkage at Eckerd.

        The third component of our integration plan will target growth initiatives. By applying our proven business model to the Eckerd store base, including our focus on professional and efficient pharmacy services, our merchandising and marketing expertise and our private label sales initiatives, we believe we can increase front-end revenue per Eckerd store and pharmacy prescriptions per Eckerd store to levels similar to those at our Brooks stores.

        Although these three areas of improvements represent the cornerstone of our integration plan, we cannot give any assurance that any anticipated strategic benefits, operational improvements, or cost savings will be realized. See "Risk Factors—Risks Relating to Our Company—The Eckerd Acquisition is significantly larger than any other acquisition we have made to date. We will face challenges integrating the Eckerd stores, may not realize anticipated benefits in a timely fashion or at all and may not be able to improve the performance of the Eckerd stores" and "Risk Factors—Risks Relating to Our Company—The integration of Eckerd and the realization of cost savings will require us to make significant expenditures and may require us to take charges".

Stock Purchase Agreement

        The stock purchase agreement for the Eckerd Acquisition contains customary representations, warranties and covenants for acquisition transactions of similar type and magnitude. In addition, J.C. Penney has agreed to indemnify us for, among other things:

•

taxes imposed on the acquired entities and their subsidiaries arising in or relating to periods ending on or prior to the closing date,



•

certain environmental liabilities arising in or relating to legal noncompliance during periods ending on or prior to the closing date,



•

damages arising out of or relating to noncompliance prior to the closing date with the five-year corporate integrity agreement with the Department of Health & Human Services—Office of the Inspector General entered into in 2002 by Eckerd in connection with settlement of allegations that Eckerd had filed false claims with U.S. federal health programs by partially filling prescriptions and billing the programs for the full prescriptions,



•

damages resulting from existing proceedings under the U.S. Fair Labor Standards Act of 1938, and



•

any breach of any of its covenants under the stock purchase agreement and for any liabilities, including without limitation funding liabilities, with respect to any benefit plan maintained for TDI employees or its subsidiaries.

        J.C. Penney has also agreed to indemnify us from and against all claims, losses, damages and costs attributable to breaches of certain representations and/or warranties made by it or any of its affiliates in the stock purchase agreement that exceed negotiated deductible thresholds, up to a maximum of $350.0 million. In addition, J.C. Penney has agreed to pay certain severance obligations and other benefits for certain of the Eckerd headquarters employees, within six months after the closing of the Eckerd Acquisition, whether or not such employees are terminated involuntarily at any time following the acquisition.

Plan of Financing

        The Eckerd Acquisition was financed with the proceeds from the sale of the outstanding notes, borrowings under our senior secured credit facilities, available cash and the proceeds from the sale of

59

subscription receipts that were exchanged for Class A Subordinate Voting Shares upon consummation of the Eckerd Acquisition.

Senior Secured Credit Facilities

        Our senior secured credit facilities consist of the following:

•

a five-year revolving facility of up to $350.0 million,



•

a five-year term loan A facility of $250.0 million, and



•

a seven-year term loan B facility of $1.1 billion.

Equity Offering

        On July 14, 2004, we completed an equity offering of 29.0 million subscription receipts for gross proceeds of approximately CDN$506.1 million, not including the exercise of the underwriters' over-allotment option. On July 16, 2004, the underwriters notified us of their intention to exercise the over-allotment option in full for an additional 4.35 million subscription receipts for gross proceeds of approximately CDN$75.9 million and was completed on July 22, 2004. Each subscription receipt was exchanged upon the closing of the Eckerd Acquisition for one Class A Subordinate Voting Share without payment of additional consideration and without any further action by us or such holder.

60

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        The following unaudited pro forma condensed consolidated financial information gives effect to the acquisition from TDI Consolidated Corporation, a wholly-owned subsidiary of J.C. Penney Corporation, Inc., all of the outstanding capital stock of Thrift Drug, Inc., Genovese Drug Stores, Inc. and Eckerd Corporation by The Jean Coutu Group (PJC) Inc., referred to in this unaudited pro forma condensed consolidated financial information as PJC, for a net purchase price of $2.375 billion plus preliminary closing working capital adjustments of $112.5 million. The preliminary working capital adjustment is based on available information. The actual working capital adjustment will be based on the Eckerd closing date working capital calculation. The actual working capital adjustment may be higher or lower than the preliminary amount.

        It also gives effect to the issuance of $350.0 million of senior notes and $850.0 million of senior subordinated notes, the issuance of 33.35 million Class A Subordinate Voting Shares through an equity offering of an aggregate value of $437.7 million (CDN$582.0 million at July 30, 2004 exchange rate of $0.7521 per Canadian dollar) and borrowings under the senior secured credit facilities of a total of approximately $1.4 billion in order to complete the financing of the Eckerd Acquisition. The excess of the above financing over the net purchase price was used in part to repay our existing credit facilities amounting to $195.0 million, pay estimated financing fees and expenses amounting to $96.5 million for the debt financing of the Eckerd Acquisition, pay the underwriters' fees and other expenses for the equity offering of $18.7 million less related income taxes of $5.4 million, pay acquisition costs of $31.2 million and for general corporate purposes.

        The unaudited pro forma condensed consolidated statement of income for the 13 weeks ended August 28, 2004, due to different fiscal periods, combines PJC's historical results for the 13 weeks ended August 28, 2004 and the carve out historical results of Eckerd for the nine weeks ended July 31, 2004. The results of Eckerd have been included with PJC since July 31, 2004, the date of acquisition. The unaudited pro forma condensed consolidated statement of income for the fiscal year ended May 31, 2004 due to different fiscal periods, combines PJC's historical results for the fiscal year ended May 31, 2004 and the historical carve out results of Eckerd for the 53 weeks ended May 1, 2004. The unaudited pro forma condensed statement of income for the 13 weeks ended August 28, 2004 is presented as if the July Transactions had taken place on June 1, 2003. The unaudited pro forma condensed statement of income for the fiscal year ended May 31, 2004 is presented as if the July Transactions had taken place on June 1, 2003. The pro forma adjustments are based upon available information, preliminary estimates and certain assumptions that we believe are reasonable and are described in the accompanying notes to the unaudited pro forma condensed consolidated financial information. The unaudited pro forma condensed consolidated financial information does not take into account (i) any synergies or cost savings that may or are expected to occur as a result of the Eckerd Acquisition or (ii) any cash or non-cash charges that we may incur in connection with the Eckerd Acquisition, the level and timing of which cannot yet be determined. The unaudited pro forma condensed consolidated financial information have been prepared in accordance with SEC rules and regulations.

        The pro forma condensed consolidated financial information assumes that the Eckerd Acquisition has been accounted for in accordance with the Financial Accounting Standards Board, or FASB, Statement No. 141, "Business Combinations", or SFAS No. 141, and the resultant goodwill and other intangible assets is accounted for under FASB Statement No. 142, "Goodwill and Other Intangible Assets", or SFAS No. 142. The total purchase price has been preliminarily allocated to the tangible and intangible assets acquired and liabilities assumed based on management's revised preliminary estimates of their fair values and changes are expected as valuations of certain tangible and intangible assets are finalized. As a result, actual fair values of assets acquired and liabilities assumed and related operating results, including actual depreciation and amortization expense, could differ materially from those reflected in the unaudited pro forma condensed consolidated financial information included herein.

61

        The historical consolidated financial statements of PJC included elsewhere in this prospectus were prepared in accordance with Canadian GAAP. For purposes of presenting the unaudited pro forma condensed consolidated financial information, the historical financial information relating to PJC has been adjusted to conform to U.S. GAAP as described in Note 3 to the unaudited pro forma condensed consolidated financial statements.

        The Eckerd carve out special purpose financial statements which serve as a basis for this unaudited pro forma condensed consolidated financial information, were prepared using specific identification of income and expenses and assets and liabilities where available, and where not available include allocations and estimates which TDI's management believes are reasonable and appropriate under the circumstances. However, these allocations and estimates may not necessarily reflect the financial position, operating results and cash flows for the periods presented had Eckerd been operated as a separate entity. For a more detailed discussion of the basis of presentation and allocation methodology used in the Eckerd carve out special purpose financial statements, see Note 2 to such statements as of January 31, 2004 and January 25, 2003 and for each of the fiscal years ended January 31, 2004, January 25, 2003 and January 26, 2002 and Note 3 to such statements as of and for the 26 weeks ended July 31, 2004 and July 26, 2003 included elsewhere in this prospectus. In addition, see "Risk Factors—Risks Relating to Our Company—The historical financial information for Eckerd included in this prospectus may not be representative of the future results of our Eckerd operations" and "Risk Factors—Risks relating to Our Company—We may not accurately allocate certain assets and liabilities between us and CVS."

        The unaudited pro forma condensed consolidated financial information is provided for illustrative purposes only and does not purport to represent what the combined companies' actual performance or financial position would have been had the July Transactions occurred on June 1, 2003 and does not purport to indicate financial position or results of operations as of any future date or for any future period.

        The unaudited pro forma condensed consolidated financial information is derived from and should be read in conjunction with the audited and unaudited consolidated financial statements of PJC and the related notes thereto and the carve out special purpose financial statements of Eckerd and the related notes thereto included in this prospectus. The information presented in the unaudited pro forma condensed consolidated financial information is supplemental to the audited and unaudited consolidated financial statements included elsewhere in this prospectus and the unaudited pro forma condensed consolidated financial information is not intended to be the primary financial statements.

62

THE JEAN COUTU GROUP (PJC) INC.
Unaudited pro forma condensed consolidated statement of income
For the thirteen weeks ended August 28, 2004
(dollars in thousands, except share data)

	PJC for the thirteen weeks ended August 28, 2004(1) (Note 3)			Northern Operations for the nine weeks ended July 31, 2004			Pro forma Adjustments			Notes (Note 2)	Pro forma for the thirteen weeks ended August 28, 2004
Sales	$	1,298,235		$	1,296,449		$				$	2,594,684
Cost of goods sold		1,012,227			993,427			(5,856 (17,117	) )	(vi) (vii)		1,982,681
Gross profit		286,008			303,022			22,973				612,003
Other income		38,613										38,613
Selling, general and administrative expenses and cost of rental		263,198			269,807	(2)		16,743		(vii)		549,748
Depreciation and amortization		25,172			35,941			12,239		(ii)		73,352
Operating income (loss)		36,251			(2,726	)		(6,009	)			27,516
Interest and other expense		18,027			368			2,221 24,798 374		(iii) (iv) (vii)		45,788
Earnings (loss) before income taxes		18,224			(3,094	)		(33,402	)			(18,272	)
Income taxes		(4,163	)		(1,099	)		(11,357	)	(v)		(16,619	)
Net earnings	$	22,387		$	(1,995	)	$	(22,045	)		$	(1,653	)
Basic earnings per share	$	0.09									$	(0.01	)
Diluted earnings per share	$	0.09									$	(0.01	)
Basic weighted average number of shares		238,313,629						22,108,427				260,422,056
Diluted weighted average number of shares		239,490,309						22,108,427				261,598,736

(1)

The 13 weeks ended August 28, 2004 includes 4 weeks of results from the Eckerd drugstores acquired on July 31, 2004. These stores comprised 1,549 stores on July 31, 2004 and 1,552 stores on August 28, 2004.

(2)

Eckerd selling, general and administrative expenses and cost of rental includes loss on sale of receivable and restructuring and other charges, net.

See notes to unaudited pro forma condensed consolidated financial information.

63

THE JEAN COUTU GROUP (PJC) INC.
Unaudited pro forma condensed consolidated statement of income
For the fiscal year ended May 31, 2004
(dollars in thousands, except share data)

	PJC for the fiscal year ended May 31, 2004 (Note 3)		Northern Operations for the fifty-three weeks ended May 1, 2004			Pro forma adjustments			Notes (Note 2)	Pro forma for the fiscal year ended May 31, 2004
Sales	$	2,893,088	$	7,892,458		$				$	10,785,546
Cost of goods sold		2,321,922		6,048,296			(14,759 (107,752	) )	(vi) (vii)		8,247,707
Gross profit		571,166		1,844,162			122,511				2,537,839
Other income		149,879									149,879
Selling, general and administrative expenses and cost of rental		474,360		1,505,161	(1)		106,190		(vii)		2,085,711
Depreciation and amortization		40,525		192,561			72,486		(ii)		305,572
Operating income		206,160		146,440			(56,165	)			296,435
Interest and other expense		14,535		2,140			13,325 142,697 1,562		(iii) (iv) (vii)		174,259
Earnings before income taxes		191,625		144,300			(213,749	)			122,176
Income taxes		60,382		54,847			(72,675	)	(v)		42,554
Net earnings	$	131,243	$	89,453		$	(141,074	)		$	79,622
Basic earnings per share	$	0.58								$	0.31
Diluted earnings per share	$	0.58								$	0.30
Basic weighted average number of shares		226,812,864					33,350,000		(iii)		260,162,864
Diluted weighted average number of shares		228,017,758					33,350,000		(iii)		261,367,758

(1)

Eckerd selling, general and administrative expenses and cost of rental includes loss on sale of receivable and restructuring and other charges, net.

See notes to unaudited pro forma condensed consolidated financial information.

64

THE JEAN COUTU GROUP (PJC) INC.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

1. Basis of presentation

        The unaudited pro forma condensed consolidated financial information gives effect to acquisition from TDI Consolidated Corporation, a wholly-owned subsidiary of J.C. Penney Corporation, Inc., of all of the outstanding capital stock of Thrift Drug, Inc., Genovese Drug Stores, Inc. and Eckerd Corporation by The Jean Coutu Group (PJC) Inc. for a net purchase price of $2.375 billion plus preliminary closing working capital adjustments of $112.5 million. The preliminary working capital adjustment is based on available information. The actual working capital adjustment will be based on the Eckerd closing date working capital calculation. The actual working capital adjustment may be higher or lower than the preliminary amount.

        It also gives effect to the issuance of $350.0 million of senior notes and $850.0 million of senior subordinated notes, the issuance of 33.35 million Class A Subordinate Voting Share through an equity offering of an aggregate value of $437.7 million (CDN$582.0 million assuming a $0.7521 per Canadian dollar exchange rate) and borrowings under the senior secured credit facilities of a total of approximately $1.4 billion in order to complete the financing of the Eckerd Acquisition. The excess of the above financing over the net purchase price was used in part to repay our existing credit facilities amounting to $195.0 million, pay the estimated financing fees and expenses amounting to $96.5 million for the debt financing of the Eckerd Acquisition, pay the underwriters' fees and other expenses for the equity offering of $18.7 million less related income taxes of $5.4 million, pay acquisition costs of $31.2 million and for general corporate purposes.

        The unaudited pro forma condensed consolidated statement of income for the 13 weeks ended August 28, 2004 have been prepared by management of PJC and combine the unaudited consolidated statement of income for the 13 weeks ended August 28, 2004 of PJC and the unaudited carve out consolidated statement of income of Eckerd for the nine weeks ended July 31, 2004. The unaudited pro forma condensed consolidated statement of income for the fiscal year ended May 31, 2004 has been prepared by management of PJC and, due to different fiscal year periods, combine the audited consolidated financial statements of PJC for the fiscal year ended May 31, 2004 and the unaudited carve out consolidated financial statements of Eckerd for the 53 weeks ended May 1, 2004, which were constructed from the historical consolidated financial statements of Eckerd to comply with regulatory requirements regarding pro forma condensed financial information.

        The historical consolidated financial statements of PJC included elsewhere in this prospectus were prepared in accordance with Canadian GAAP. For purposes of presenting the unaudited pro forma condensed consolidated financial information, the historical consolidated financial information relating to PJC has been adjusted to conform to U.S. GAAP as described in Note 3.

        The Eckerd carve out special purpose financial statements were prepared using specific identification of income and expenses and assets and liabilities where available, and where not available include allocations and estimates which TDI's management believes are reasonable and appropriate under the circumstances. However, these allocations and estimates may not necessarily reflect the financial position, operating results and cash flows for the periods presented had Eckerd been operated as a separate entity. For a more detailed discussion of the basis of presentation and allocation methodology used in the Eckerd carve out special purpose financial statements, see Note 2 to such statements as of January 31, 2004 and January 25, 2003 and for each of the fiscal years ended January 31, 2004, January 25, 2003 and January 26, 2002 and Note 3 to such statements as of and for the 26 weeks ended July 31, 2004 and July 26, 2003 included elsewhere in this prospectus. In addition, see "Risk Factors—Risks Relating to Our Company—The historical financial information for Eckerd

65

included in this prospectus may not be representative of the future results of our Eckerd operations" and "Risk Factors—Risks relating to Our Company—We may not accurately allocate certain assets and liabilities between us and CVS."

        The unaudited pro forma condensed consolidated financial information is provided for illustrative purposes only and does not purport to represent what the combined companies' actual performance or financial position would have been had the July Transactions occurred on the dates indicated and does not purport to indicate financial position or results of operations as of any future date or for any future period.

        The unaudited pro forma condensed consolidated financial information is derived from and should be read in conjunction with the audited consolidated financial statements of PJC and related notes thereto and Eckerd's audited and unaudited condensed carve out special purpose financial statements and the related notes thereto included elsewhere in this prospectus. Reclassifications were made to the PJC consolidated financial statements to conform with SEC rules and regulations. The information presented in the pro forma condensed consolidated financial information is supplemental to the audited and unaudited Eckerd carve out special purpose financial statements included elsewhere in this prospectus and are not intended to be the primary Eckerd financial statements.

2. Significant assumptions and adjustments

        In the preparation of the unaudited pro forma condensed consolidated financial information, the following significant assumptions and adjustments have been made:

(i)

The unaudited pro forma condensed consolidated statements of income for the 13 weeks ended August 28, 2004 and for the year ended May 31, 2004, give effect to the July Transactions as if they had occurred on June 1, 2003.



(ii)

The Eckerd Acquisition has been accounted for in accordance with SFAS No. 141 and the resultant goodwill and other intangible assets is accounted for under SFAS No. 142. The total purchase price has been preliminarily allocated to the tangible and intangible assets acquired and liabilities assumed based on management's revised preliminary estimates of their fair values and changes are expected as valuations of certain tangible and intangible assets are finalized. As a result, actual fair values of assets acquired and liabilities assumed and related operating results, including actual depreciation and amortization expense, could differ materially from those reflected in the unaudited pro forma condensed consolidated financial information included herein. The purchase price allocation is expected to be finalized within 12 months from the acquisition.

66

        The preliminary purchase price allocation of the estimated fair value of net assets acquired is as follows:

		(dollars in thousands)
Purchase consideration:
	Cash consideration	$	2,375,000
	Preliminary working capital adjustment (1)		112,500
	Acquisition costs (2)		31,200
Total purchase consideration			2,518,700
Less estimated fair value of net assets acquired:
	Book value of net assets acquired		1,743,800
	Accrued exit costs and termination benefits		(25,000	)
	Write-down of inventories		(25,000	)
	LIFO to FIFO adjustment on inventories		258,800
	Write-down of software to fair value		(61,400	)
	Prescription files (3)		378,400
	Future income tax liability—short-term (4)		(122,000	)
	Future income tax liability—long-term (4)		(250,000	)
			1,897,600
Excess of purchase consideration over estimated fair value of net assets acquired		$	621,100

(1)

The preliminary working capital adjustment is based on available information. Actual working capital adjustment will be determined based on the Eckerd closing date working capital calculation. Actual working capital adjustment may be higher or lower than the preliminary amount.

(2)

Acquisition costs are assumed to be paid at the closing date.

(3)

Prescription files are amortized over a five-year period.

(4)

To recognize the future tax liabilities of net assets acquired. Future income tax liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities.

(iii)

The unaudited pro forma condensed consolidated financial information assumes that PJC has financed the Eckerd acquisition with the proceeds of the senior notes and the senior subordinated notes, borrowings under the senior secured credit facilities, which is detailed

67

below, and the proceeds related to the issuance of 33.35 million Class A Subordinate Voting Share. The financing is as follows:

	(dollars in millions)
Term loan A facility	$	250.0
Term loan B facility		1,100.0
Senior notes		350.0
Senior subordinated notes		850.0
Equity issuance (detailed below)		437.7
	$	2,987.7

The excess of the above financing over the purchase price was used in part to repay our existing credit facilities amounting to $195.0 million, pay the estimated financing fees and expenses amounting to $96.5 million for the debt financing of the Eckerd Acquisition, pay the underwriters' fees and other expenses for the equity offering of $18.7 million less related income taxes of $5.4 million, pay acquisition costs of $31.2 million and for general corporate expenses. The financing fees and expenses will be deferred and amortized over a period of five to 10 years. Amortization expense for the year is estimated at $13.3 million.

The net proceeds related to the issuance of 33.35 million Class A Subordinate Voting Share detail as follows:

	CDN$			U.S.$
	(in millions)
Gross proceeds	$	582.0		$	437.7
Underwriters' fees and other expenses less related income taxes of CDN$7.2 million or $5.4 million		(17.6	)		(13.3	)
Net proceeds	$	564.4		$	424.4

Gross proceeds in the table above have been calculated using the price per share of CDN$17.45.

(iv)

Interest expenses

        Reflects interest expense on the senior secured credit facilities, the senior notes and the senior subordinated notes.

(v)

Income taxes

        Income taxes applicable to the pro forma adjustments are principally calculated at a rate of 34%, which represents the combined effective income tax rate of PJC and Northern Operations before the acquisition.

(vi)

Last in first out (LIFO)

        To eliminate LIFO charge regarding acquired inventories of the Northern Operations.

68

(vii)

Reclassification

        Certain figures in Northern Operations statement of income have been reclassified to conform with the PJC presentation.

3. Canadian GAAP to U.S. GAAP adjustments to historical PJC consolidated financial statements

        The following table presents the reconciliation from the PJC statement of income for the 13 weeks ended August 28, 2004, which were prepared in accordance with Canadian GAAP adjusted to conform with U.S. GAAP.

Statement of income
for the thirteen weeks ended August 28, 2004
(unaudited)
(dollars in thousands)

	PJC in accordance with Canadian GAAP			Adjustments to U.S. GAAP			Notes	PJC in Accordance with U.S. GAAP
Sales	$	1,298,235		$				$	1,298,235
Cost of goods sold		1,012,227							1,012,227
Gross profit		286,008							286,008
Other income		38,613							38,613
Selling, general and administrative expenses and cost of rental		263,198							263,198
Amortization and depreciation		25,295			(123	)	(a)		25,172
Earnings before the following items		36,128			(123	)			36,251
Interest on long-term debt		17,256							17,256
Other interest		771							771
Earnings before income taxes		18,101			123				18,224
Income taxes		(4,201	)		38		(a)		(4,163	)
Net earnings	$	22,302		$	85			$	22,387

        The following table presents the reconciliation from the PJC statement of income for the fiscal year ended May 31, 2004, which were prepared in accordance with Canadian GAAP adjusted to conform with U.S. GAAP.

69

Statement of income
for the fiscal year ended May 31, 2004
(unaudited)
(dollars in thousands)

	PJC in accordance with Canadian GAAP		Adjustments to U.S. GAAP			Notes	PJC in accordance with U.S. GAAP
Sales	$	2,893,088	$				$	2,893,088
Cost of goods sold		2,321,922						2,321,922
Gross profit		571,166						571,166
Other income		149,879						149,879
Selling, general and administrative expenses and cost of rental		474,360						474,360
Amortization and depreciation		38,396		2,129		(a)		40,525
Earnings before the following items		208,289		(2,129	)			206,160
Interest on long-term debt		11,752						11,752
Other interest		2,783						2,783
Earnings before income taxes		193,754		(2,129	)			191,625
Income taxes		61,071		(689	)	(a)		60,382
Net earnings	$	132,683	$	(1,440	)		$	131,243

        Accounting principles generally accepted in Canada differ in certain material respects from those generally accepted in the United States. The difference, which are material to prepare the consolidated statements of income of PJC for the 13 weeks ended August 28, 2004 and for the fiscal year ended May 31, 2004 to comply with U.S. GAAP, is described below.

a)

Amortization

        Under Canadian GAAP, PJC has used the compounded interest method to depreciate its buildings held for leasing until May 31, 2004 (Note 26). This method is not acceptable under U.S. GAAP. PJC records depreciation under U.S. GAAP for its buildings held for leasing using the straight-line method at a rate of 2.5%.

70

SELECTED HISTORICAL FINANCIAL AND OTHER DATA

The Jean Coutu Group (PJC) Inc.

        The following table presents our selected historical financial data and other data. The financial data as of and for each of the five fiscal years ended May 31, 2004, 2003, 2002, 2001 and 2000 have been derived from our audited consolidated financial statements and have been restated to take into consideration changes in accounting policies and the change of reporting currency as explained in our historical consolidated financial statements included elsewhere in this prospectus. The summary consolidated financial data for the 13 weeks ended August 28, 2004, and the three months ended August 31, 2003 have been derived from our interim unaudited consolidated financial statements, and in our opinion, reflect all adjustments, consisting of normal accruals, necessary for a fair presentation of the data for those periods. Our results of operations for the 13 weeks ended August 28, 2004, may not be indicative of results that may be expected for the full year. Further, our results of operations for the 13 weeks ended August 28, 2004 includes revenues and expenses of Eckerd for the period of August 1, 2004 to August 28, 2004. You should read the information set forth below in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations—The Jean Coutu Group (PJC) Inc.", our consolidated financial statements and related notes and "Unaudited Pro Forma Condensed Consolidated Financial Information" included elsewhere in this prospectus. We prepare our consolidated financial statements in accordance with Canadian GAAP and present them in U.S. dollars. The material differences between Canadian GAAP and U.S. GAAP are described in Note 26 to The Jean Coutu Group (PJC) Inc.'s audited and unaudited consolidated financial statements included elsewhere in this prospectus. The selected consolidated historical financial and other data below have been derived from these statements and reconciled to U.S. GAAP.

U.S. GAAP

	Fiscal year ended May 31,
											Thirteen weeks ended August 28, 2004 (3)			Three months ended August 31, 2003
	2004		2003 (1)		2002 (2)		2001		2000
											(unaudited)			(unaudited)
	(dollars in thousands)
Statement of operations data:
Sales	$	2,893,088	$	2,523,912	$	2,093,699	$	1,750,238	$	1,584,832	$	1,298,235		$	679,796
Cost of goods sold		2,321,922		1,998,025		1,700,211		1,458,890		1,316,348		1,012,227			544,105
Gross profit		571,166		525,887		393,488		291,348		268,484		286,008			135,691
Other income		149,879		122,757		114,775		117,407		106,147		38,613			38,062
Selling, general and administrative expenses and cost of rental		474,360		446,235		339,485		263,952		245,823		263,198			114,478
Amortization and depreciation		40,525		37,430		28,404		29,162		29,058		25,172			9,581
Operating income		206,160		164,979		140,374		115,641		99,750		36,251			49,694
Interest expense, net		14,535		17,857		10,900		9,259		10,225		18,027			4,107
Income before taxes		191,625		147,122		129,474		106,382		89,525		18,224			45,587
Income tax		60,382		44,871		43,414		37,320		31,824		(4,163	)		14,381
Net income	$	131,243	$	102,251	$	86,060	$	69,062	$	57,701	$	22,387		$	31,206

71

Other financial data:
Franchise royalties included in other income	$	67,544	$	55,351	$	50,316	$	47,127	$	43,721	$	17,324	$	15,856
EBITDA (4)		249,722		205,432		171,613		147,788		132,011		62,246		60,072
Adjusted EBITDA (4)		249,722		203,632		171,613		147,788		132,011		62,246		58,272
Net income		131,243		102,251		86,060		69,062		57,701		22,387		31,206
Capital expenditures		74,040		94,131		66,028		43,426		34,338		20,553		16,611
Total indebtedness to adjusted EBITDA		0.8x		1.3x		1.5x		0.8x		1.1x		—		—
Interest coverage (adjusted EBITDA to interest)		17.2x		11.4x		15.7x		16.0x		12.9x		—		—
Ratio of earnings to fixed charges (5)		8.1x		6.0x		7.1x		6.7x		5.0x		1.6x		6.5x

													As at
	As at May 31,
													August 28, 2004 (3)		August 31, 2003
	2004		2003			2002			2001		2000
													(unaudited)		(unaudited)
	(dollars in thousands)
Balance sheet data:
Cash and cash equivalents	$	14,554	$	(8,273	)	$	(340	)	$	4,609	$	12,953	$	101,581	$	(17,051	)
Working capital		313,880		261,835			254,927			279,793		161,939		1,211,132		267,542
Property, plant and equipment, net (including real estate)		529,888		490,089			405,867			256,098		237,379		1,399,965		496,680
Total assets		1,335,717		1,247,582			1,080,849			793,282		685,411		5,358,510		1,267,894
Total indebtedness		207,175		260,755			263,456			111,476		143,735		2,588,279		259,521
Shareholders' equity		841,721		723,790			608,713			534,431		388,746		1,308,466		748,801

(1)

Represents a 53-week period for U.S. operations.

(2)

Our acquisition of 80 Osco stores was completed in January 2002, with the first complete year of sales from those stores included in our results for the fiscal year ended May 31, 2003.

(3)

Our results of operations for the 13 weeks ended August 28, 2004 include revenues and expenses of Eckerd for the period of August 1, 2004 to August 28, 2004.

(4)

EBITDA represents net income plus net interest expense, income taxes, amortization of incentives paid to franchisees applied against other income, and amortization and depreciation. Adjusted EBITDA is defined as EBITDA adjusted to adjust the results for the fiscal year ended May 31, 2003 to reflect a 52-week fiscal year for U.S. operations. We have presented EBITDA and adjusted EBITDA, each a non-GAAP measure, because management uses them as measures of financial performance and believes that they are widely accepted performance measurements used by investors and analysts to evaluate companies in the chain drugstore industry. However, EBITDA and adjusted EBITDA:

•

are not measures of financial performance computed in accordance with GAAP,

•

do not represent net income as defined by GAAP,

•

should not be considered as an alternative to net income prepared in conformity with GAAP, and

•

should not be construed as a measure of our financial performance.

Further, EBITDA and adjusted EBITDA as calculated above may not be necessarily comparable to similarly titled measures reported by other companies.

72

The following chart reconciles EBITDA and adjusted EBITDA to net income for the periods presented and is unaudited:

	Fiscal year ended May 31,
												Thirteen weeks ended August 28, 2004 (3)			Three months ended August 31, 2003
	2004		2003 (A)			2002		2001		2000
	(dollars in thousands)
Net income	$	131,243	$	102,251		$	86,060	$	69,062	$	57,701	$	22,387		$	31,206
Interest expense, net		14,535		17,857			10,900		9,259		10,225		18,027			4,107
Income taxes		60,382		44,871			43,414		37,320		31,824		(4,163	)		14,381
Amortization of incentives paid to franchisees applied against other income		3,037		3,023			2,835		2,985		3,203		823			797
Amortization and depreciation		40,525		37,430			28,404		29,162		29,058		25,172			9,581
EBITDA		249,722		205,432			171,613		147,788		132,011		62,246			60,072
Period adjustment (B)		—		(1,800	)		—		—		—		—			(1,800	)
Adjusted EBITDA	$	249,722	$	203,632		$	171,613	$	147,788	$	132,011	$	62,246		$	58,272

(A)

Represents a 53-week period for U.S. operations.



(B)

For the fiscal year ended May 31, 2003, adjustment to reflect a 52-week fiscal year. Adjustment made by reducing by 1/14th EBITDA for our U.S. operations for the 14 weeks ended August 31, 2002.

(5)

Earnings consist of pre-tax income, excluding premiums paid, plus fixed charges, excluding capitalized interest. Fixed charges consist of (i) interest expense, whether expensed or capitalized, (ii) amortization of debt expense, including any discount or premium, whether expensed or capitalized, and (iii) a portion of rental expense representing the interest factor.

73

Eckerd

        The following selected historical financial data and other data of the Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) reflecting the Eckerd operations we acquired on July 31, 2004, referred to below as Eckerd, as of January 31, 2004 and January 25, 2003, and for each of the fiscal years ended January 31, 2004, January 25, 2003, and January 26, 2002, have been derived from its audited carve out special purpose financial statements. The summary financial data as of and for the 26 weeks ended July 31, 2004 and July 26, 2003, respectively, have been derived from its unaudited condensed carve out special purpose financial statements, and in TDI's opinion, reflect all adjustments, consisting of normal accruals, necessary for a fair presentation of the data for those periods. Eckerd's results of operations for the 26 weeks ended July 31, 2004, may not be indicative of results that may be expected for the full year. You should read the information set forth below in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations—Eckerd", the carve out special purpose financial statements and related notes and "Unaudited Pro Forma Condensed Consolidated Financial Information" included elsewhere in this prospectus. The carve out special purpose financial statements were prepared in accordance with U.S. GAAP and are presented in U.S. dollars.

        The carve out special purpose financial statements included elsewhere in this prospectus were prepared using specific identification of income and expenses and assets and liabilities where available, and where not available include allocations and estimates which TDI's management believes are reasonable and appropriate under the circumstances. Certain assets and liabilities were allocated in accordance with the terms of signed definitive agreements. However, these allocations and estimates may not necessarily reflect the financial position, operating results and cash flows for the periods presented had Eckerd been operated as a separate entity. Also, the assets and liabilities included in these financial statements may differ from those ultimately acquired based on the specific definitive agreements between us and CVS. For a more detailed discussion of the basis of presentation and allocation methodology used in the carve out special purpose financial statements, see Note 2 to such statements as of January 25, 2003, and January 31, 2004, and for each of the fiscal years ended January 26, 2002, January 25, 2003, and January 31, 2004, and Note 3 to such statements as of and for the 26 weeks ended July 26, 2003, and July 31, 2004, included elsewhere in this prospectus. In addition, see "Risk Factors—Risks Relating to Our Company—The historical financial information for Eckerd included in this prospectus may not be representative of the future results of our Eckerd operations" and "Risk Factors—Risks Relating to Our Company—We may not accurately allocate certain assets and liabilities between us and CVS".

	Fiscal year ended							Twenty-six weeks ended
	January 31, 2004 (1)		January 25, 2003		January 26, 2002			July 31, 2004		July 26, 2003
								(unaudited)		(unaudited)
	(dollars in thousands)
Statement of revenues and expenses data:
Revenues, net	$	7,894,320	$	7,598,305	$	7,090,897		$	3,823,057	$	3,860,208
Cost of goods sold		6,037,817		5,801,371		5,447,279			2,944,654		2,958,002
Gross profit		1,856,503		1,796,934		1,643,618			878,403		902,206
Selling, general and administrative expenses		1,663,220		1,578,574		1,516,830			843,943		801,163
Acquisition amortization		18,037		18,499		25,883			4,582		7,920
Loss on sale of receivable		2,719		2,450		3,191			563		1,511
Restructuring and other charges, net		2,170		676		(6,418	)		923		1,123
Operating income		170,357		196,735		104,132			28,392		90,489
Interest expense		1,962		1,810		2,271			1,088		758
Income before income taxes		168,395		194,925		101,861			27,304		89,731
Income taxes		64,290		71,454		36,417			10,239		34,248
Net income	$	104,105	$	123,471	$	65,444		$	17,065	$	55,483

74

Other financial data:
EBITDA (2)	$	361,140	$	359,245	$	261,513	$	122,636	$	174,988
Adjusted EBITDA (2)		356,347		374,290		292,919		142,973		183,591
Net income		104,105		123,471		65,444		17,065		55,483
Depreciation and amortization		190,783		162,510		157,381		94,244		84,499
Capital expenditures		247,269		192,200		159,416		99,755		127,955
Ratio of earnings to fixed charges (3)		2.1x		2.4x		1.7x		1.3x		2.2x

	As at
	January 31, 2004		January 25, 2003		July 31, 2004		July 26, 2003
					(unaudited)		(unaudited)
	(dollars in thousands)
Statement of assets and liabilities data:
Cash	$	4,294	$	4,550	$	4,223	$	4,210
Working capital		522,880		539,808		575,698		496,671
Property and equipment, net		869,411		776,729		855,064		799,710
Total assets		2,576,221		2,530,259		2,647,234		2,596,990
Total indebtedness (4)		24,408		17,587		31,275		20,274
Excess of assets over liabilities		1,724,836		1,686,002		1,743,860		1,690,025

(1)

Represents a 53-week period.

(2)

EBITDA represents net income plus interest expense, income taxes, and amortization and depreciation. Adjusted EBITDA is defined as EBITDA adjusted to (i) adjust the results for the fiscal year ended January 31, 2004 to reflect a 52-week fiscal year, (ii) adjust the results for the 53 weeks ended May 1, 2004 to reflect a 52-week period and (iii) eliminate last-in-first-out, or LIFO, charges for all periods with respect to Eckerd inventories. EBITDA and adjusted EBITDA, each a non-GAAP measure, are provided as an alternative measurement of operating performance. They are not intended to be substitutes for GAAP measurements and their calculation may vary for other companies. Further, management of TDI believes that the inclusion of supplementary adjustments to EBITDA applied in presenting adjusted EBITDA are appropriate to provide additional information to investors about certain non-cash and/or non-recurring items. However, EBITDA and adjusted EBITDA:

•

are not measures of financial performance computed in accordance with GAAP,

•

do not represent net income as defined by GAAP,

•

should not be considered as an alternative to net income prepared in conformity with GAAP, and

•

should not be construed as a measure of our financial performance.

Further, EBITDA or adjusted EBITDA as calculated above may not be necessarily comparable to similarly titled measures reported by other companies.

75

The following chart reconciles EBITDA and adjusted EBITDA to net income for the periods presented and is unaudited:

	Fiscal year ended							Twenty-six weeks ended
	January 31, 2004 (A)			January 25, 2003		January 26, 2002		July 31, 2004		July 26, 2003
	(dollars in thousands)
Net income	$	104,105		$	123,471	$	65,444	$	17,065	$	55,483
Interest expense		1,962			1,810		2,271		1,088		758
Income taxes		64,290			71,454		36,417		10,239		34,248
Depreciation and amortization		190,783			162,510		157,381		94,244		84,499
EBITDA		361,140			359,245		261,513		122,636		174,988
Period adjustment (B)		(9,848	)		—		—		—		—
Elimination of LIFO charges		5,055			15,045		31,406		20,337		8,603
Adjusted EBITDA	$	356,347		$	374,290	$	292,919	$	142,973	$	183,591

(A)

Represents 53-week period.



(B)

For the fiscal year ended January 31, 2004, adjustment to eliminate the favorable impact of the 53rd week. Sales and gross profit for the 53rd week were based upon actual store sales and an estimate for gross profit. Adjustments to selling, general and administrative expenses were estimated based on an analysis of fixed and variable impacts due to the inclusion of the 53rd week.

The information provided in the above table is supplemental to the Eckerd carve out special purpose financial statements included elsewhere in this prospectus and is not intended to be the primary financial statements of Eckerd.

(3)

Earnings consist of pre-tax income, excluding premiums paid, plus fixed charges, excluding capitalized interest. Fixed charges consist of (i) interest expense, whether expensed or capitalized, (ii) amortization of debt expense, including any discount or premium, whether expensed or capitalized, and (iii) a portion of rental expense representing the interest factor.

(4)

Represents capital lease obligations.

76

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion summarizes (i) the results of operations and financial condition The Jean Coutu Group (PJC) Inc. for the 13 weeks ended August 28, 2004 and the three months ended August 31, 2003, and for the fiscal years ended May 31, 2004, 2003, and 2002, and (ii) the results of operation of the Northern Operations of the Eckerd drugstores (a business of TDI Consolidated Corporation) reflecting the Eckerd operations that we acquired on July 31, 2004, referred to below as Eckerd, for the 26 weeks ended July 31, 2004 and July 26, 2003, for the 53 weeks ended January 31, 2004, and for the 52 weeks ended January 25, 2003 and January 26, 2002. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ from those anticipated in forward-looking statements for many reasons, including the risks described in "Forward-Looking Statements", "Risk Factors" and elsewhere in this prospectus. You should read the following discussion with "Unaudited Pro Forma Condensed Consolidated Financial Information", "Selected Historical Financial Data and Other Data" and the historical consolidated financial statements of The Jean Coutu Group (PJC), Inc. and carve out special purpose financial statements of the Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) included elsewhere in this prospectus.

        A reconciliation between and a description of the material differences between Canadian GAAP and U.S. GAAP is provided to readers in Note 26 to The Jean Coutu Group (PJC) Inc.'s consolidated financial statements for the years ended May 31, 2004, 2003 and 2002 and in Note 14 to the interim consolidated financial statements for the periods ended August 28, 2004 and August 31, 2003 included elsewhere in this prospectus.

Presentation of financial statements

        Following the completion of the Eckerd Acquisition, the financial results of The Jean Coutu Group (PJC) Inc. and Eckerd are presented on a consolidated basis. Except as otherwise indicated, all financial information herein is expressed in U.S. dollars and determined on the basis of Canadian GAAP. Readers should be aware that we used Canadian dollars as our reporting currency in our 2004 annual report filed with Canadian securities authorities. See "Where You Can Find More Information". Effective June 1, 2004, we changed our reporting currency to U.S. dollars to provide shareholders with more relevant information considering our predominant operations in the United States and our U.S. dollar denominated debt.

        On August 20, 2004, our Board of Directors modified our company's fiscal year-end in order to conform it to the National Retail Federation's so-called 4-5-4 merchandising calendar. Effective for our current fiscal year, we disclose our financial results on the basis of four even quarters ending on the Saturday of the quarter's thirteenth week. For our current fiscal year, these quarters end on August 28, 2004, November 27, 2004, February 26, 2005 and May 28, 2005, respectively. As a result, the first quarter of our current fiscal year, which quarter ended August 28, 2004, has three fewer business days than the corresponding quarter in the fiscal year ended May 31, 2003.

        During the final quarter of our fiscal year ended May 31, 2004, we changed our basis of accounting for banner development costs. Banner development costs were previously considered indefinite life intangible assets and therefore not subject to amortization. Banner development costs are now considered deferred costs representing incentives paid to franchisees and are amortized over a 10-year period. As a result of such change in our accounting policies, our audited consolidated financial statements for the fiscal years ended May 31, 2003 and 2002 have been restated to reflect the impact of such change. We have therefore filed with the Canadian Securities Administrators our restated consolidated financial statements for the aforementioned periods.

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The Jean Coutu Group (PJC) Inc.

Overview

        On July 31, 2004, we completed our acquisition of the Eckerd stores and related assets, including the Eckerd trade name, from TDI for a net cash purchase price of $2.375 billion, plus a preliminary working capital adjustment of $112.5 million and transaction costs of $31.2 million, for a total acquisition cost of $2.519 billion.

        As a result of the Eckerd Acquisition, we have a network of 2,209 stores, including 1,888 corporate-operated stores under the Eckerd and Brooks banners, located throughout 18 states in the eastern United States, and 321 franchised stores under our PJC banners, including PJC Jean Coutu and PJC Clinique, located in three Canadian provinces.

        The following discussion and analysis of financial condition and results of operations addresses The Jean Coutu Group (PJC) Inc. independent of and without reference to the operations of Eckerd, except where the effect of the Eckerd Acquisition is specifically noted including results for the 13 week period ended August 28, 2004, which includes revenues and expenses for Eckerd for the period August 1, 2004, to August 28, 2004. The Jean Coutu Group (PJC) Inc.'s fiscal year ended on May 31 each year through 2004 and now ends on the Saturday of the thirteenth week of our fourth fiscal quarter. Unless otherwise stated all references to a specified year in this discussion and analysis are to The Jean Coutu Group (PJC) Inc.'s fiscal year ended on May 31 of the specified year.

        We conduct our drugstore operations in two general geographic areas, eastern Canada and the eastern United States under two types of arrangements, franchised stores and corporate-operated stores.

        Our PJC, Eckerd, and Brooks store network as of August 28, 2004, by geographic area and type of arrangement is set out below:

		Franchised stores	Corporate-operated Eckerd stores	Corporate-operated Brooks stores	Total
Canada		321	—	—	321
United States		—	1,552	336	1,888
	Total	321	1,552	336	2,209

        United States.    In the United States we operate a network of 1,552 corporate-operated stores under the Eckerd banner, 336 corporate-operated stores under the Brooks banner, six Eckerd distribution centers and one Brooks distribution center.

        Canada.    In Canada, our franchising operations, consisting of operating a warehouse distribution center and providing a variety of services to our Canadian network of PJC franchised stores. These services include centralized purchasing, distribution, marketing, training, human resources, management, operational consulting and information systems, as well as participation in our private label program. Our franchisees pay us an average franchise royalty of approximately 4% of covered franchised store revenues, and an additional fee for other services such as human resources, information technology and loss prevention services. Our PJC franchisees own their PJC businesses independently from us and, as a result, are responsible for managing their PJC franchised stores and for funding their investments in inventory and store fixtures. Our PJC franchisees are required to purchase their inventory from our modern high-capacity warehouse distribution center so long as we carry the particular item. We supply our PJC franchisees with approximately 72% of the products stocked in our PJC franchised stores, including virtually all of the prescription drugs stocked in those stores. The vast majority of the 28% of other products stocked are items we have determined not to carry in our warehouse. While sales at our PJC franchised stores are not included in our revenues,

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increases or decreases in sales at these stores have a direct effect on our revenues through high or lower warehouse sales and franchise royalties. We also have significant Canadian real estate assets. As of August 28, 2004, we owned 166 properties, including all or a portion of 79 strip malls, 77 free-standing buildings, most of which house a PJC franchised store and 10 parcels of undeveloped land for future projects. We manage all of these properties. We own and lease to our franchisees 126 of our PJC franchisee locations. In addition, we sublet 195 store locations to other PJC franchisees under non-cancelable leases we have entered into directly with landlords. Approximately 39% of our PJC franchised stores are located adjacent to or in medical office buildings. The focus of our real estate strategy is to secure prime locations for PJC franchised stores, including locations that further our medical office co-location initiative, and to ensure that our properties respond adequately to the needs of our franchisees and to control costs. Each property is acquired with the intent to further this strategy.

        Our Canadian real estate operations have been stable in recent years. During this time, we have experienced no lease defaults with respect to the locations we lease to our PJC franchisees and no material defaults with respect to the locations we lease to other businesses, most of which are located in the same strip mall or other development with a PJC franchised store. We believe that the lease terms with our tenants are generally at market rates. We believe that the strip malls and other developments that we manage and that contain PJC franchised stores are generally in desirable locations for other businesses because of the steady flow of diverse customer traffic attracted to PJC franchised stores.

        Pharmacy sales.    Pharmacy sales at our Canadian PJC franchised stores and our U.S. corporate-operated stores have experienced significant overall and comparable store growth in recent years, as measured in local currency, despite the impact of the conversion of several popular prescription drugs to over-the-counter medications in recent years, such as Claritin® and Prilosec®. While we expect to continue to see continued conversions to over-the-counter medications, we believe that several factors will contribute to continued growth in the pharmacy sector, including increasing life expectancy, the aging "baby boom" generation, and increasing marketing and utilization of lifestyle prescription drugs. In the United States, we believe that the addition of a Medicare prescription drug coverage benefit in the United States will also increase prescription drug utilization. While the stores in our network generally compete with respect to pharmacy sales based on price, we will continue to focus on programs designed to improve the image and professionalism of pharmacy services in our store network.

        Front-end merchandise sales.    Front-end merchandise sales at our Canadian PJC franchised stores and our U.S. corporate-operated stores also have experienced overall and comparable store growth in recent years, as measured in local currency, but such growth has not been as significant as the growth in pharmacy sales. The stores in our network face intense competition with respect to front-end merchandise sales based on price and convenience from other drugstores as well as other retail outlets. Notwithstanding this competition, our U.S. front-end gross margins have remained stable or have increased in recent years. Our Canadian warehouse front-end gross margin have also increased in recent years. We expect that our store network will face increasing competition with respect to front-end merchandise sales on the basis of price and convenience in the future and therefore, we will continue to focus on programs such as store renovation, relocation and remodeling and marketing campaigns designed to improve the image with customers of the stores in our network.

        Impact of currency exchange rates.    Because we present our financial statements in U.S. dollars and all our Canadian sales and expenses are transacted in Canadian dollars, our Canadian results of operations as translated into U.S. dollars have been positively impacted by recent increases in currency exchange rates. We are not able to predict future exchange rate fluctuations and their effect on the translation of our Canadian results of operations as translated into U.S. dollars.

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Exchange rates

        The following table sets forth information with respect to exchange rates between U.S. dollars and Canadian dollars based on the inverse of the noon buying rate in New York City for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York. Such rates are set forth as U.S. dollars per Canadian dollar.

Fiscal year ended:	Average		Period end
May 31, 2004	$	0.7446	$	0.7317
May 31, 2003		0.6557		0.7293
May 31, 2002		0.6378		0.6547
Fiscal period ended:
August 28, 2004	$	0.7508	$	0.7631
August 31, 2003		0.7262		0.7220

The average rates above are derived by averaging the inverse of the noon buying rates for each day in the relevant period.

Critical Accounting Policies and Estimates

        Estimates.    This discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with Canadian GAAP. The reported amounts in our consolidated financial statements and the related disclosure are based on estimates and judgments made by us. We base our estimates on assumptions that we believe to be reasonable, including, for example, ones derived from historical experience. These estimates form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The use of different estimates could have resulted in different amounts from those reported. Actual results may differ from these estimates. Management believes that any reasonable deviation from these judgments and estimates would not have a material impact on our consolidated financial position or result of operations. To the extent that the estimates used differ from actual results, adjustments to the statement of earnings and corresponding balance sheet accounts would be necessary. These adjustments would be made in future statements.

        Inventory.    Our inventory is comprised mainly of products purchased for resale including prescription drugs and over-the-counter medications, household, cosmetics and photo products. Inventories are valued at the lower of cost and net realizable value, the cost being determined using the first in, first out basis and selling price less a normal gross profit. Inherent in the determination of gross profit margins are certain management judgments and estimates, which could affect ending inventory valuations and results of operations.

        Intangible assets.    Intangible assets with a definite service life are accounted for at cost. These are the customer prescription files, non-competition agreements and leasehold interests. Prescription files are generally amortized over a five-year period. Non-competition agreements are amortized over service lives of the agreements. Leasehold interests are amortized over the residual term of the leases. The use of different assumptions on the useful life may result in different carrying value of intangible assets.

        Goodwill.    Goodwill represents the excess of the acquisition cost of companies over the fair value of the identifiable net assets acquired. Goodwill is tested for impairment annually or more frequently if changes in circumstances indicate a potential impairment. Factors that could trigger an impairment review include significant under performance relative to expected historical or projected future operating results, significant changes in the manner of use of acquired assets or the strategy for the

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overall business, and significant negative industry or economic trends. Our impairment analysis uses estimates and assumptions in order to determine the fair value of its reporting units. If assumptions are incorrect, the carrying value of goodwill may be overstated.

        Incentives paid to franchisees.    Incentives paid to franchisees are deferred costs accounted for at cost and amortized over a 10-year period. The use of different assumptions on the useful life may result in different carrying value of other assets.

        Impairment of long-lived assets.    We evaluate the carrying value of our long-lived assets when events or changes in circumstances occur. In order to determine whether an impairment exists, we consider the undiscounted cash flows estimated to be generated by those assets as well as other indicators. Any impairment in the carrying value of assets is charged against earnings in the period an impairment is determined.

        Workers' compensation and general liability.    Workers' compensation is covered by government-imposed insurance in Canada and by third-party insurance in our United States operations. The coverages in Canada are determined by each provincial regulatory authority and provide for premiums which can vary year to year based on claims experience. The cost can also increase or decrease in any one year based on claims experience within each province as assessed by each provincial regulatory authority. With respect to the third-party insurance in the United States, independent actuarial estimates of the aggregate liabilities for claims incurred serve as a basis for our share of workers' compensation losses. In addition, we have third-party insurance for general liability exposure with deductibles that are determined by management each year, based on an assessment of risk and cost. A material revision to our liability may result from a significant change to its claims experience or the actuarial assumptions of its insurers.

        Revenue recognition.    Revenues from franchising activities are recognized when merchandise is shipped or when services are rendered. Revenues from external customers from retail sales are recognized at the time of the sale to the customer. Royalties, based on the franchisee's sales, are recorded as income as they are earned. Revenues are recognized when reasonable assurance exists regarding collectability.

        Vendor rebates.    Rebates from vendors relating to the purchase of product or the provision of services are generally considered as a reduction of the price of the vendor's products or services and are, therefore accounted for as a reduction of cost of goods sold and related inventory when recognized in our income statement. Amounts collected pursuant to agreements with suppliers, before the revenue recognition criteria are satisfied, are deferred. These amounts are recognized in the calculation of income either at the time of sale or over the term of the supplier agreement, as specified in each agreement.

        Amortization.    Assets that are expected to be consumed in the conduct of our business with a probability of having to be replaced in a future year are amortized on a basis that will reduce the asset to a nominal value over its expected useful life. The amortization methods and associated periods or rates are based on our experience in prior years. The use of different assumptions may resulted in different amounts expensed compared to those recorded.

        Reserves and allowances.    Based on an overall analysis of store performance and expected trends, we periodically evaluate the closing of under-performing stores and establish reserves based on the estimated loss for the leases for any such stores. Moreover, on a regular basis, management analyzes each loan, advance and long-term receivable and when a serious doubt as to their recovery is identified, a reserve is established in connection with the provision is applied to reduce their book value to the estimated realizable value. Income taxes are estimated for each jurisdiction in which we operate. This involves assessing the current tax exposure together with temporary differences resulting from differing

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treatment of items for tax and accounting purposes. Any resulting deferred tax assets are evaluated for recoverability based on estimated future taxable income. We also establish reserves in connection with inventory impairments, allowance for doubtful accounts and litigation when reasonably probable and estimable.

Results of Operations

        The following table highlights certain information regarding our operations for the fiscal years ended May 31, 2004, 2003 and 2002 and for the 13 weeks ended August 28, 2004 and three months ended August 31, 2003.

	Fiscal year ended May 31,
										Thirteen weeks ended August 28, 2004 (2)			Three months ended August 31, 2003
	2004			2003			2002
										(unaudited)
	(dollars in thousands)
Statement of operations data:
Sales:
Canada (1)	$	1,090,503		$	766,876		$	796,371		$	275,282		$	241,166
United States (1)		1,802,585			1,757,036			1,301,720			1,022,953			438,630
Total sales	$	2,893,088		$	2,523,912		$	2,098,091		$	1,298,235		$	679,796
Gross profit
Canada (1)		105,071			74,788			72,941			24,293			23,503
United States (1)		466,095			453,142			334,098			261,715			112,188
Total gross profit (1)	$	571,166		$	527,930		$	407,039		$	286,008		$	135,691
Other income
Canada (1)		145,254			117,977			106,248			37,432			34,314
United States (1)		4,625			4,780			3,604			1,181			3,748
Total other income (1)	$	149,879		$	122,757		$	109,852		$	38,613		$	38,062
Selling, general and administrative expenses and cost of rental (1)		474,360			446,235			348,215			263,198			114,478
Amortization		38,396			35,715			27,136			25,295			9,090
Operating income (1)	$	208,289		$	168,737		$	141,540		$	36,128		$	50,185
Interest expense		14,535			17,857			10,900			18,027			4,107
Income before income taxes		193,754			150,880			130,640			18,101			46,078
Income taxes		61,071			46,096			43,766			(4,201	)		14,540
Net income	$	132,683		$	104,784		$	86,874		$	22,302		$	31,538
Other operating data (unaudited):
Revenues:
Canada		1,235,757			884,854			902,619			312,714			275,480
United States		1,807,210			1,761,815			1,305,324			1,024,134			442,378
Total	$	3,042,967		$	2,646,669		$	2,207,943		$	1,336,848		$	717,858
Gross margin:
Canada		9.6	%		9.8	%		9.2	%		8.8	%		9.7	%
United States		25.9			25.8			25.7			25.6			25.6
Combined		19.7			20.9			19.4			22.0			20.0

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Amounts as a percentage of revenues (unaudited):
Sales			95.1	%		95.4	%		95.0	%		97.1	%		94.7	%
Gross profit			18.8			19.9			18.4			21.4			18.9
Other income			4.9			4.6			5.0			2.9			5.3
Selling, general and administrative expenses and cost of rental			15.6			16.9			15.8			19.7			15.9
Amortization			1.3			1.3			1.2			1.9			1.3
Operating income			6.8			6.4			6.4			2.7			7.0
Network performance (unaudited):
Store network sales
	Canada (PJC franchised store sales)	$	1,939,637		$	1,588,364		$	1,443,556		$	482,061		$	450,988
	United States (corporate-operated stores)		1,802,585			1,757,035			1,301,720			1,022,953			438,630
Comparable store sales increase combined (Canada and United States)
	Total sales		5.7	%		5.2	%		9.7	%		4.4	%		5.7	%
	Front-end		2.2	%		0.9	%		3.1	%		0.5	%		2.1	%
	Pharmacy		7.9	%		8.5	%		15.1	%		6.5	%		8.4	%
Canadian comparable store sales increase
	Total sales		6.8	%		4.6	%		8.8	%		6.1	%		6.5	%
	Front-end		2.3	%		0.4	%		2.7	%		1.5	%		1.8	%
	Pharmacy		10.3	%		8.6	%		15.0	%		9.0	%		11.0	%
United States comparable store sales increase
	Total sales		4.3	%		6.3	%		11.5	%		2.2	%		4.7	%
	Front-end		2.1	%		2.1	%		4.0	%		-1.4	%		2.6	%
	Pharmacy		5.3	%		8.3	%		15.3	%		3.8	%		5.7	%

(1)

Unaudited.

(2)

Includes results of Eckerd for the period August 1, 2004 to August 28, 2004.

Income statement categories

        Revenues.    Revenues consist of Canadian and United States sales plus other income.

Canada.    The vast majority of our Canadian sales are sales of merchandise through our Canadian warehouse and distribution center made to our PJC franchisees. Sales at PJC franchised stores are not included in our revenues. However, fluctuations in sales at these stores have a direct effect on our revenues because our PJC franchisees purchase the majority of their inventory from us. Canadian sales for the fiscal year ended May 31, 2004 and the 13 weeks ended August 28, 2004 includes sales at three corporate-operated stores in Ontario that operate under a competitor's banner and with respect to which we are a franchisee. These stores accounted for less than 1% of our Canadian sales during the period. We do not consider these stores as part of our store network nor do we include them in our store count in this prospectus.

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United States.    United States sales are retail sales generated at our corporate-operated Eckerd and Brooks stores.

        Gross profit.    Gross profit consists of sales minus related cost of sales, with respect to our Canadian operations, the inventories for our Canadian warehouse and distribution center merchandise and, with respect to our United States operations, in-store merchandise.

Other income. Other income from our franchising segment consists of the payment to us of franchise royalties by our PJC franchisees based on a percentage of sales at their PJC franchised stores. Other franchising income include payments by our PJC franchisees of other services rendered by us to our PJC franchisees, but not included in franchise royalties, such as investments, advertising and interest. Other income from our retail segment represents rental income from our U.S. owned properties leased to unrelated parties.

        Selling, general and administrative expense and cost of rental.    Selling, general and administrative expense and cost of rental include payroll and benefits costs, repair and maintenance, insurance, warehouse costs and professional fees as well as all costs generated by our real estate operations.

Thirteen Weeks Ended August 28, 2004 Compared to Three Months Ended August 31, 2003

        Revenues.    Total revenues increased by $619.0 million, or 86.2%, to $1.337 billion for the 13 week period ended August 28, 2004 from $717.9 million for the three months ended August 31, 2003.

Canada.    Canadian revenues increased by $37.2 million, or 13.5%, to $312.7 million for the 13 weeks ended August 28, 2004 from $275.5 million for the three months ended August 31, 2003. These revenues reflect the opening of two new PJC franchised stores, renovations or relocations of other stores and growth in PJC same store sales. At our PJC franchised stores for the 13 weeks ended August 28, 2004, on a comparable store basis, total sales increased 6.1%, pharmacy sales increased 9.0% and front-end sales increased 1.5%, each as compared to the three months ended August 31, 2003.

United States.    United States revenues increased substantially by $581.8 million, or 131.5%, to $1.024 billion for the 13 weeks ended August 28, 2004 from $442.4 million for the three months ended August 31, 2003. The increase is due to the addition of 28 days of revenue from the Eckerd drugstores we acquired on July 31, 2004. In our U.S. stores, on a comparable store basis, total sales increased by 2.2%, pharmacy sales increased by 3.8% and front-end sales decreased by 1.4% for the 13 weeks ended August 28, 2004 as compared to the three months ended August 31, 2003.

        Gross profit.    Total gross profit increased by $150.3 million, or 110.8%, to $286.0 million for the 13 weeks ended August 28, 2004 from $135.7 million for the three months ended August 31, 2003.

Canada.    Canadian gross profit increased by $0.8 million, or 3.4%, to $24.3 million for the 13 weeks ended August 28, 2004 from $23.5 million for the three months ended August 31, 2003. Gross margin decreased slightly to 8.8% compared with 9.7% for the three months ended August 31, 2003.

United States.    United States gross profit increased by $149.5 million, or 133.3%, to $261.7 million for the 13 weeks ended August 28, 2004 from $112.2 million for the three months ended August 31, 2003. The increase is attributable to the addition of the Eckerd business during the quarter. The gross margin percentage of our U.S. operations remained stable at 25.6% for both periods.

        Selling, general and administrative expense and cost of rental.    Selling, general and administrative expense and cost of rental increased by $148.7 million, or 129.9%, to $263.2 million for the 13 weeks ended August 28, 2004 from $114.5 million for the three months ended August 31, 2003. This increase is essentially attributable to our U.S. operations and the completion of the Eckerd Acquisition. General operating expenses performance declined in the U.S. and Canada, representing 9.7% and 22.7% of

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revenues in Canada and the U.S., respectively, during the 13 weeks ended August 28, 2004 as compared to 9.6% and 19.9% of revenues in Canada and the U.S., respectively, for the three months ended August 31, 2003. We incurred certain non-recurring acquisition and integration expenses during the 13 weeks ended August 28, 2004. In addition, our U.S. network is undertaking several store openings, which will increase our general operating expenses while store sales are being built.

        Amortization.    Amortization expense increased by $16.2 million, or 178.3%, to $25.3 million for the thirteen weeks ended August 28, 2004 from $9.1 million for the corresponding period in 2003. The increase stems from the charges related to additional capital and other assets of the acquired Eckerd drugstores.

        Interest expense.    Interest expense increased by $13.9 million to $18.0 million for the thirteen weeks ended August 28, 2004 from $4.1 million for the corresponding period in 2003. During the quarter, total long-term debt increased from $192.2 million at May 31, 2004 to $2.588 billion at August 28, 2004. The additional credit facilities were used to provide the funds required for the Eckerd Acquisition and the additional interest on long-term debt reflects approximately one month's utilization of these facilities. Also, during the 13 weeks ended August 28, 2004, there was a $2.2 million unrealized loss on an interest rate swap contract.

        Income taxes     There was an income tax recovery of $4.2 million during the 13 weeks ended August 28, 2004 compared with an expense of $14.5 million for the corresponding period in 2003. The recovery in the first quarter of the current fiscal year is as a result of the deductibility of interest expense on the long-term debt put in place to fund the Eckerd acquisition and the deductibility of other charges.

Fiscal Year Ended May 31, 2004 Compared to Fiscal Year Ended May 31, 2003

        Revenues.    Total revenues increased by $396.3 million, or 15.0%, to $3.043 billion for the year ended May 31, 2004 from $2.647 billion for the year ended May 31, 2003.

Canada.    Canadian revenues increased by $350.9 million, or 39.7%, to $1.236 billion for the year ended May 31, 2004 from $884.9 million for the year ended May 31, 2003. This strong growth reflects the fact that there was no work stoppage in the 2004 fiscal year while there was a 58-day labor strike at our Canadian warehouse and distribution center during fiscal 2003. Canadian revenues were also impacted during the period by the opening of eight new PJC franchised stores and the renovation or relocation of 17 existing stores, as well as internal sales growth at PJC franchised stores. For the year ended May 31, 2004, on a comparable store basis, our PJC franchised store total sales increased by 6.8%, pharmacy sales increased 10.3% and front-end sales increased 2.3%, each as compared to the year ended May 31, 2003 figures.

United States.    United States revenues increased by $45.4 million, or 2.6%, to $1.807 billion for the year ended May 31, 2004 from $1.762 billion for the year ended May 31, 2003. In our U.S. stores, total sales increased by 2.6%, pharmacy sales increased by 3.4% and front-end sales increased by 0.8% during fiscal 2004 as compared with fiscal 2003. This slight increase resulted from a 53 week period for fiscal 2003 for our U.S. operations only compared with a 52 week period in fiscal 2004. The 53-week period for our U.S. operations resulted from our prior practice of reporting our U.S. financial results on a weekly basis ending on each Saturday. In addition, the sales were impacted by an early and harsh winter season in December 2003. On a comparable store basis, total sales increased by 4.3%, pharmacy sales increased by 5.3% and front-end sales increased by 2.1% each for the year ended May 31, 2004 as compared to fiscal 2003.

        Gross profit.    Total gross profit increased by $43.3 million, or 8.2%, to $571.2 million for the year ended May 31, 2004 from $527.9 million for the year ended May 31, 2003.

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Canada.    Canadian gross profit increased by $30.3 million, or 40.5%, to $105.1 million for the year ended May 31, 2004 from $74.8 million for the year ended May 31, 2003. This strong growth reflects sales growth in our PJC franchised stores during fiscal 2004 and the fact that there was no work stoppage in fiscal 2004 while there was a 58-day labor strike at our Canadian warehouse and distribution center in fiscal 2003. Our Canadian gross profit margin deteriorated slightly to 9.6% for the year ended May 31, 2004 from 9.8% for the year ended May 31, 2003.

United States.    United States gross profit increased by $13.0 million, or 2.9%, to $466.1 million for the year ended May 31, 2004 from $453.1 million for the year ended May 31, 2003. Even though there was a regular 52-week period in fiscal 2004, there was an increase in total gross profit as compared to the figures for the 53-week period in fiscal 2003. Our U.S. total gross profit margin increased for the year ended May 31, 2004 to 25.9% compared with 25.8% in the year ended May 31, 2003.

        Selling, general and administrative expense and cost of rental.    Selling, general and administrative expense and cost of rental increased by $28.1 million, or 6.3%, to $474.4 million for the year ended May 31, 2004 from $446.2 million for the year ended May 31, 2003. This decrease is primarily the result of reduced labor costs resulting from the impact of a 58-day labor strike at our Canadian warehouse and distribution center in fiscal 2003 and our U.S. operations having a 52-week period in fiscal 2004 compared with a 53-week period in fiscal 2003. Selling, general and administrative expense and cost of rental as a percentage of total revenues decreased to 15.6% for the year ended May 31, 2004 from 16.9% for fiscal 2003. This improvement resulted primarily from margin improvements in our Canadian operations as impacted by the 58-day labor strike at our Canadian warehouse and distribution center in fiscal 2003, which caused our sales to decrease during that fiscal year. Selling, general and administrative expenses and cost of rental as a percentage of United States revenues decreased slightly to 19.7% of revenues in fiscal 2004 from 20.0% in fiscal 2003.

        Amortization.    Amortization expense increased by $2.7 million, or 7.5%, to $38.4 million for the year ended May 31, 2004 from $35.7 million for the year ended May 31, 2003.

        Interest expense.    Interest expense decreased by $3.4 million to $14.5 million for the year ended May 31, 2004 from $17.9 million for the year ended May 31, 2003. This decrease was a result of the use of our short term bank loans in fiscal 2003 with respect to our Canadian operations to fund the temporary deferral of sales tax credits from October 2002 to May 2003.

        Income taxes.    Income tax expense increased by $15.0 million to $61.1 million for the year ended May 31, 2004 from $46.1 million for the year ended May 31, 2003. Our effective tax rate increased to 31.5% for the year ended May 31, 2004 from 30.6% for the year ended May 31, 2003.

Fiscal Year Ended May 31, 2003 Compared to Fiscal Year Ended May 31, 2002

        Revenues.    Total revenues increased by $438.7 million, or 19.9%, to $2.647 billion for fiscal 2003 from $2.208 billion for fiscal 2002.

Canada.    Canadian revenues decreased by $17.8 million, or 2.0%, to $884.9 million for fiscal 2003 from $902.6 million for fiscal 2002. This decrease reflects the effect of a 58-day labor strike at our Canadian warehouse and distribution center during fiscal 2003. Notwithstanding the effect of the labor strike, Canadian revenues reflect an increase in the number of PJC franchised stores in fiscal 2003 as well as a general increase in sales at our PJC franchised stores. During the period, nine new PJC franchised stores were opened and 22 existing stores were renovated or relocated. At our PJC franchised stores, for fiscal 2003, on a comparable store basis, total sales increased 4.6%, pharmacy sales increased 8.6% and front-end sales increased 0.4%, each as compared to fiscal 2002.

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United States.    United States revenues increased by $456.5 million, or 35.0%, to $1.762 billion for fiscal 2003 from $1.305 billion for fiscal 2002. This substantial growth is primarily attributable to the acquisition in January 2002 of 80 Osco stores whose improved performance is the result of active efforts during the year aimed at their integration and optimization. In addition, a portion of this growth resulted from the fiscal year ended May 31, 2003 for our U.S. operations being a 53-week period. In our U.S. stores, total sales increased by 35.0%, pharmacy sales increased by 35.9% and the front-end sales increased by 33.0% for fiscal 2003 as compared to fiscal 2002. On a comparable store basis for fiscal 2003, total sales increased 6.3%, pharmacy sales increased 8.3% and front-end sales increased 2.1%, each as compared to fiscal 2002. This growth in pharmacy sales is attributable to a combination of an increase in prescription volume and the increased inflation in the cost of prescription drugs during the first and second quarters of the fiscal year ended May 31, 2003. Front-end sales growth was impacted by weak front-end sales during the second quarter of the fiscal year ended May 31, 2003.

        Gross profit.    Total gross profit increased by $120.9 million, or 29.7%, to $527.9 million for fiscal 2003 from $407.0 million for fiscal 2002.

Canada.    Canadian gross profit increased by $1.9 million, or 2.5%, to $74.8 million for fiscal 2003 from $72.9 million for fiscal 2002. This increase reflects the effect of a 58-day labor strike at our Canadian warehouse and distribution center during fiscal 2003. Our Canadian gross profit margin increased to 9.8% for fiscal 2003 from 9.2% for fiscal 2002.

United States.    United States gross profit increased by $119.0 million, or 35.6%, to $453.1 million for fiscal 2003 from $334.1 million for fiscal 2002. This substantial growth is primarily attributable to the acquisition in January 2002 of 80 Osco stores whose improved performance is the result of active efforts during the year aimed at their integration and optimization. Our U.S. gross profit margin increased to 25.8% for fiscal 2003 from 25.7% for fiscal 2002.

        Selling, general and administrative expense and cost of rental.    Selling, general and administrative expense and cost of rental increased by $98.0 million, or 28.1%, to $446.2 million for fiscal 2003 from $348.2 million for fiscal 2002. This substantial increase was primarily attributable to the integration costs associated with the acquisition in January 2002 of 80 Osco stores. Selling, general and administrative expense and cost of rental as a percentage of total revenues increased to 16.9% for fiscal 2003 from 15.8% for fiscal 2002. This increase resulted primarily from our Canadian operations where selling, general and administrative expense and cost of rental as a percentage of Canadian revenues increased due to a 58-day labor strike at our Canadian warehouse and distribution center. Selling, general and administrative expense and cost of rental as a percentage of United States revenues slightly decreased.

        Amortization.    Amortization expense increased by $8.6 million, or 31.6%, to $35.7 million for fiscal 2003 from $27.1 million for fiscal 2002. This increase is primarily attributable to an increase of $7.8 million in depreciation and amortization expense with respect to our U.S. operations resulting from our acquisition of 80 Osco stores in January 2002.

        Interest expense.    Interest expense increased by $7.0 million to $17.9 million for fiscal 2003 from $10.9 million for fiscal 2002. This increase was attributable to bank borrowings to fund our acquisition of 80 Osco stores in January 2002.

        Income taxes.    Income tax expense increased by $2.3 million to $46.1 million for fiscal 2003 from $43.8 million for fiscal 2002. Our effective tax rate decreased to 30.6% for fiscal 2003 from 33.5% for fiscal 2002.

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Unaudited quarterly financial data

        The following consolidated financial data have been restated to reflect the adoption of EIC-144 on June 1, 2004 as described in "—Changes in Accounting Policies", and the change in reporting currency to U.S. dollars. The data represent our restated unaudited interim consolidated financial statements for our eight fiscal quarters through May 31, 2004.

				Fiscal quarter ended
		Year 2004		May 31, 2004		February 29, 2004		November 30, 2003		August 31, 2003
		(dollars in thousands except amounts per share)
Revenues
Franchising		$	1,235,757	$	324,829	$	317,904	$	317,544	$	275,480
Retail			1,807,210		454,189		469,488		441,155		442,378
			3,042,967		779,018		787,392		758,699		717,858
Operating expenses
Cost of goods sold			2,321,922		585,645		603,048		589,124		544,105
General and operating expenses			474,360		131,666		118,498		109,718		114,478
Amortization			38,396		10,358		9,627		9,321		9,090
			2,834,678		727,669		731,173		708,163		667,673
Operating income			208,289		51,349		56,219		50,536		50,185
Interest on long-term debt			11,818		2,845		2,896		2.898		3,179
Other interest			2,717		506		859		424		928
			14,535		3,351		3,755		3,322		4,107
Income before income taxes			193,754		47,998		52,464		47,214		46,078
Income taxes			61,071		15,394		16,429		14,708		14,540
Net income			132,683		32,604		36,035		32,506		31,538
Earnings per share
	Basic		0.58		0.14		0.16		0.14		0.14
	Diluted		0.58		0.14		0.16		0.14		0.14

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				Fiscal quarter ended
		Year 2003		May 31, 2003		February 28, 2003		November 30, 2002		August 31, 2002
		(dollars in thousands except amounts per share)
Revenues
Franchising		$	884,854	$	265,207	$	157,226	$	230,708	$	231,713
Retail			1,761,815		437,429		449,669		422,665		452,052
			2,646,669		702,636		606,895		653,373		683,765
Operating expenses
Cost of goods sold			1,995,982		534,048		447,300		493,690		520,944
General and operating expenses			446,235		117,059		108,276		109,074		111,826
Amortization			35,715		8,810		8,970		8,841		9,094
			2,477,932		659,917		564,546		611,605		641,864
Operating income			168,737		42,719		42,349		41,768		41,901
Interest on long-term debt			14,425		3,387		3,502		3,564		3,972
Other interest			3,432		908		974		742		808
			17,857		4,295		4,476		4,306		4,780
Income before income taxes			150,880		38,424		37,873		37,462		37,121
Income taxes			46,096		11,643		11,403		11,335		11,715
Net income			104,784		26,781		26,470		26,127		25,406
Earnings per share
	Basic		0.46		0.12		0.12		0.12		0.11
	Diluted		0.46		0.12		0.12		0.11		0.11

Eckerd

Overview

        As of July 31, 2004, TDI operated approximately 2,818 retail drugstores under the Eckerd banner. These stores are located throughout the southwest, southeast, sunbelt, mid-Atlantic and northeast regions of the United States. These drugstores sell prescription drugs and a wide variety of front-end products. In the fourth quarter of 2003, TDI's indirect parent company J.C. Penney Company, Inc. initiated a sale of the TDI drugstore operations. On July 31, 2004, the sale of the TDI drugstore operations to The Jean Coutu Group (PJC) Inc. and CVS Corporation was completed. TDI had been in the process of a defined turnaround initiative with respect to its drugstore operations. TDI results for fiscal 2003 and the first 26 weeks ended July 31, 2004 were somewhat disappointing due to a challenging selling environment, unfavorable front-end merchandise mix, competitor store openings and general operating uncertainty surrounding the potential sale of the TDI stores. Several operational and technological initiatives were underway at TDI prior to the announcement of the Eckerd Acquisition.

Financial Statement Methodology

        This discussion and analysis of financial condition and results of operations covers only the operations acquired by us in the Eckerd Acquisition and not the stores and operations acquired by CVS Corporation. The carve out special purpose financial statements of the Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) included elsewhere in this prospectus, and which serve as a basis for this discussion, were prepared using specific identification of income and expenses and assets and liabilities where available, and where not available include allocations and estimates which TDI management believes are reasonable and appropriate under the circumstances. However, these allocations and estimates may not necessarily reflect the financial position, operating results and cash flows for the periods presented had Eckerd been operated as a separate entity. For a more detailed discussion of the basis of presentation and allocation methodology used in the carve out special purpose financial statements, see Note 2 to such statements as of January 25, 2003, and

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January 31, 2004, and for each of the fiscal years ended January 26, 2002, January 25, 2003, and January 31, 2004, and Note 3 to such statements as of and for the 26 weeks ended July 26, 2003, and July 31, 2004, included elsewhere in this prospectus. In addition, see "Risk Factors—Risks Relating to Our Company—The historical financial information for Eckerd included in this prospectus may not be representative of the future results of our Eckerd operations" and "Risk Factors—Risks Relating to Our Company—We may not accurately allocate certain assets and liabilities between us and CVS".

        The following discussion should be read in conjunction with the carve out special purpose financial statements and notes thereto, which have been prepared in accordance with U.S. GAAP.

Critical Accounting Policies and Estimates

        Estimates.    The application of accounting policies necessarily involves judgment and, in certain instances, the use of estimates and assumptions. Different amounts could be reported under different conditions or using different assumptions. Management of TDI believes that the accounting policies that are the most critical to understanding and evaluating Eckerd's reported results relate to: inventory valuation; revenue recognition; valuation of long-lived and identified intangibles; and reserves and allowances specifically related to closed stores, insurance, income taxes and litigation.

        Inventory valuation.    Inventory valuation for Eckerd includes prescription drug merchandise, as well as front-end merchandise stored in warehouses, and is valued under the cost method of accounting and is stated at the lower of last-in-first-out, referred to as LIFO cost or market. For the remainder of the inventory representing front-end merchandise at Eckerd store locations, inventory is valued under a retail method. Under this method, inventory is valued based on the cost-to-retail relationship of physical inventories (descriptive counts) taken in selected stores. Descriptive counts gather detailed front-end merchandise pricing information at both current retail and cost for homogeneous groupings of merchandise. The calculated cost-to-retail relationship is then used to cost physical inventories taken in drugstores throughout the year. In order to reflect updated cost-to-retail ratios based on current pricing data, descriptive counts are conducted twice a year. To ensure a fair representation across all stores TDI management carefully reviews the selection of stores and merchandise groupings for descriptive counts. Inventory values are also impacted by actual shrinkage at the time of physical inventory, as well as estimated shrinkage from the inventory date to the end of the fiscal year. Physical inventories are conducted at least annually in each of the Eckerd drugstores and at least semi-annually in warehouses. Inventory shrinkage is calculated as a percentage of sales at each inventory date and the estimated inventory shrinkage accrual rate between physical inventories is based on actual experience.

        Revenue recognition.    Revenues from retail merchandise sales and services, including delivery fees, are recognized at the point of sale and are reported net of returns and allowances and sales taxes. Revenues from pharmacy sales are recognized at the point of sale for customer cash sales and co-payments under managed care plans. Reimbursements from managed care plans are recognized as revenue when prescriptions are filled and claims are electronically submitted to and approved by the plan. Sales returns are not significant due to the relatively short time frame in which returns are typically made and the visibility of the merchandise to the customer.

        Long-lived assets and identifiable intangibles.    TDI management evaluates the recoverability of long-lived assets and identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The evaluation is done at the lowest level of cash flows, which is typically at the individual store level. Cash flows expected to be generated by the related assets are estimated based on updated projections. If the evaluation indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the current business model. If different assumptions were made or different market conditions were present, any estimated potential impairment amounts could be different.

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        Reserves and allowances.    The most critical reserves and valuation allowances for the Eckerd operations include reserves related to closed stores, insurance, income taxes and litigation. Based on an overall analysis of store performance and expected trends, management periodically evaluates the closing of under-performing stores. Reserves are established at the time of closure for the present value of any remaining lease obligations, or PVOL, net of estimated sublease income, severance and other exit costs, as prescribed by FASB Statement No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". Two key assumptions in calculating the reserve include the time frame expected to terminate lease agreements and estimations of other related exit costs. If different assumptions were used regarding the timing and potential termination costs, the resulting reserves could vary from recorded amounts. Reserves are reviewed periodically and adjusted when necessary. A provision is recorded for workers' compensation and general liability risk based on actuarial estimates of claims that have been reported, as well as those incurred but not yet reported, resulting from historical experience and current data. Total estimated claim amounts are discounted using a risk-free rate. Income taxes are estimated for each jurisdiction in which TDI operates. This involves assessing the current tax exposure together with temporary differences resulting from differing treatment of items for tax and accounting purposes. Any resulting deferred tax assets are evaluated for recoverability based on estimated future taxable income. To the extent that recovery is deemed not likely, a valuation allowance is recorded. Litigation reserves are established based on TDI management's best estimates of the company's potential liability for any legal proceedings and governmental inquiries associated with employment, pharmacy business practices and other matters. This estimate has been developed in consultation with in-house and outside counsel and is based upon a combination of litigation and settlement strategies. TDI management does not believe that these proceedings and inquiries, either individually or in the aggregate, will have a material adverse effect on Eckerd's financial position or results of operations.

Results of Operations

        The following table highlights certain information regarding the Eckerd operations acquired by The Jean Coutu Group (PJC) Inc. on July 31, 2004 for the fiscal years ended January 31, 2004, January 25, 2003 and January 26, 2002 and for the 26 weeks ended July 31, 2004 and July 26, 2003.

		Fiscal year ended									Twenty-six weeks ended
		January 31, 2004 (1)			January 25, 2003			January 26, 2002			July 31, 2004			July 26, 2003
		(unaudited) (dollars in thousands)
Operating results:
Revenues, net		$	7,894,320		$	7,598,305		$	7,090,897		$	3,823,057		$	3,860,208
Gross profit			1,856,503			1,796,934			1,643,618			878,403			902,206
Selling, general and administrative expense			1,663,220			1,578,574			1,516,830			843,943			801,163
Other data (unaudited):
Sales percentage increase (decrease):
	Total sales		3.9	%		7.2	%		7.2	%		(1.0	%)		2.5	%
	Comparable stores (calculated on a 52-week basis where applicable)		1.0			6.5			9.4			(2.3	)		1.5
	Front-end		(6.2	)		1.2			0.9			(11.1	)		(4.9	)
	Pharmacy		4.4			9.1			14.1			1.6			4.6
Amounts as a percentage of sales:
	Gross profit		23.5	%		23.6	%		23.2	%		23.0	%		23.4	%
	Selling, general and administrative expense		21.1			20.8			21.4			22.1	%		20.8

(1)

Represents a 53-week period.

26 Weeks Ended July 31, 2004 Compared to the 26 Weeks Ended July 26, 2003

        Revenues, net.    Total revenues, net, decreased 1.0% to $3.823 billion for the 26 weeks ended July 31, 2004 from $3.860 billion for the 26 weeks ended July 26, 2003. For the 26 weeks ended July 31, 2004 comparable store total sales as compared to the 26 weeks ended July 26, 2003 decreased 2.3%

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with pharmacy sales increasing 1.6% and front-end sales decreasing 11.1%. Total revenues, net, were negatively impacted in general, by general operating uncertainty surrounding the potential sale of the Eckerd stores. They were also impacted by the downward trending in the southeast region due to lower comparable store sales, which more than offset the improving comparable store sales in the New York region. Pharmacy sales as a percentage of all store sales increased to 72.8% for the 26 weeks ended July 31, 2004 from 70.4% for the 26 weeks ended July 26, 2003. Pharmacy sales to customers covered by third-party payor programs, such as managed care organizations, as well as government and private insurance, have continued to increase as a percentage of total pharmacy sales. Third-party payor pharmacy sales increased to 94.9% of total pharmacy sales for the 26 weeks ended July 31, 2004 from 94.2% for the 26 weeks ended July 26, 2003. The strongest front-end merchandise categories for the 26 weeks ended July 31, 2004 were health and small appliances and electronics.

        Gross profit.    Gross profit as a percentage of sales decreased to 23.0% for the 26 weeks ended July 31, 2004 from 23.4% for the 26 weeks ended July 26, 2003. The decline was caused principally by lower front-end margins as a result of lower availability of discretionary vendor allowances from vendors who were not willing to commit funds to TDI until the TDI sale transactions were finalized, offset by improved margins from lower promotional sales and slightly higher pharmacy margin due to successful control of product costs through improved management of purchasing of brand name and generic prescription drugs. Included in gross profit for the 26 weeks ended July 31, 2004 was a LIFO charge of $20 million compared to a $9 million LIFO inventory charge for the 26 weeks ended July 26, 2003. The higher LIFO inventory charge for the 26 weeks ended July 31, 2004 compared to the 26 weeks ended July 26, 2003 was primarily due to low inflation during the comparable period in 2003 for prescription drugs and over-the-counter products.

        Selling, general and administrative expenses.    Selling, general and administrative expenses increased 5.3% to $844 million for the 26 weeks ended July 31, 2004 from $801 million for the 26 weeks ended July 26, 2003. Selling, general and administrative expenses as a percentage of sales increased to 22.1% for the 26 weeks ended July 31, 2004 from 20.8% for the 26 weeks ended July 26, 2003. The increase in selling, general and administrative expenses was related principally to reduced sales leverage and increased expenses associated with new and relocated Eckerd stores, such as higher rent, depreciation and payroll expenses. During the 26 weeks ended July 31, 2004, 14 Eckerd stores were relocated and 26 stores were added.

53 Weeks Ended January 31, 2004 Compared to the 52 Weeks Ended January 25, 2003

        Revenues, net.    Total revenues, net, increased 3.9% to $7.894 billion for the 53-week period ended January 31, 2004 from $7.598 billion for the 52-week period ended January 25, 2003. On a 52-week basis, total revenues, net, increased 2.1%. On a 52-week basis for the year ended January 31, 2004 comparable store total sales increased 1.0%, pharmacy sales increased 4.4% and front-end sales decreased 6.2%, each as compared to 52-week period ended January 25, 2003. Total revenues, net, were negatively impacted by general operating uncertainty surrounding the potential sale of the Eckerd stores, unfavorable front-end merchandise mix and competitor store openings. Pharmacy sales increases were negatively impacted by more than 300 basis points from a shift from branded prescription drugs to lower priced higher-margin generic prescription drugs and other changes in branded prescription drugs, such as Claritin®, that were made available over-the-counter. Pharmacy sales as a percentage of all store sales increased to 70.8% for the 53-week period ended January 31, 2004 from 68.6% for the 52-week period ended January 25, 2003. Pharmacy sales to customers covered by third-party payor programs, such as managed care organizations, as well as government and private insurance, have continued to increase as a percentage of total pharmacy sales. Third-party payor pharmacy sales increased to 94.3% of total pharmacy sales for the 53-week period ended January 31, 2004 from 93.7% for the 52-week period ended January 25, 2003. The strongest front-end merchandise categories for the

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53-week period ended January 31, 2004 were over-the-counter products, seasonal items and small appliances and electronics.

        Gross profit.    Gross profit as a percentage of sales decreased to 23.5% for the 53-week period ended January 31, 2004 from 23.6% for the 52-week period ended January 25, 2003. The decline was caused principally by front-end margin investments to drive sales, which did not produce results as anticipated, offset by more profitable generic prescription drug sales and improved inventory shrinkage trends. Included in gross profit for the 53-week period ended January 31, 2004 was a LIFO charge of $5 million compared to a $15 million LIFO inventory charge for the 52-week period ended January 25, 2003. The lower LIFO inventory charge for the 53-week period ended January 31, 2004 was primarily due to deflation in certain front-end merchandise categories.

        Selling, general and administrative expenses.    Selling, general and administrative expenses increased 5.4% to $1.663 billion for the 53-week period ended January 31, 2004 from $1.579 billion for the 52-week period ended January 25, 2003. Selling, general and administrative expenses as a percentage of sales increased to 21.1% for the 53-week period ended January 31, 2004 from 20.8% for the 52-week period ended January 25, 2003. On a 52-week basis, selling, general and administrative expenses increased 3.9% for the year ended January 31, 2004 from the year ended January 25, 2003, and such expenses were unchanged as a percentage of sales for the same comparative periods. The increase in selling, general and administrative expenses was related principally to higher rent and depreciation expense associated with new, relocated and remodeled stores. During the 53-week period ended January 31, 2004, 163 Eckerd stores were remodeled and 105 stores were added or relocated. Other factors contributing to the increase in selling, general and administrative expenses were increased advertising costs resulting from promotional efforts to drive front-end sales.

Fiscal Year Ended January 25, 2003 Compared to the Fiscal Year Ended January 26, 2002

        Revenues, net.    Total revenues, net, increased 7.2% to $7.598 billion for the fiscal year ended January 25, 2003 from $7.091 billion the fiscal year ended January 26, 2002. On a comparable store basis, for the fiscal year ended January 25, 2003, total sales increased 6.5%, pharmacy sales increased 9.1% and front-end sales increased 1.2%, each as compared to the fiscal year ended January 26, 2002. The rollout of the new reconfigured drugstore format, along with more competitive everyday pricing, supported by a more effective marketing program contributed to the comparable store sales gain. Total revenues, net, were negatively impacted by competitor store openings. Pharmacy sales increases were negatively impacted by more than 200 basis points from a shift from branded prescription drugs to lower priced higher-margin generic prescription drugs and other changes in branded prescription drugs, such as Claritin®, that were made available over-the-counter, reduced sales of estrogen, as well as a general slowdown in consumer spending. Pharmacy sales as a percentage of all store sales increased to 68.6% for the fiscal year ended January 25, 2003 from 67.3% for the fiscal year ended January 26, 2002. Pharmacy sales to customers covered by third-party payor programs, such as managed care organizations, as well as government and private insurance, have continued to increase as a percentage of total pharmacy sales. Third-party payor pharmacy sales increased to 93.7% of total pharmacy sales for the fiscal year ended January 25, 2003 from 92.5% for the fiscal year ended January 26, 2002. The strongest front-end merchandise categories were household products, beverages, baby and hygiene products, seasonal items, over-the-counter products and consumables.

        Gross profit.    Gross profit as a percentage of sales increased to 23.6% for the fiscal year ended January 25, 2003 from 23.2% for the fiscal year ended January 26, 2002. The increase was caused principally by a continuing shift to more profitable generic prescription drug sales, improved inventory shrinkage trends, good sell through of holiday merchandise, a better product mix and improved procurement practices, offset by a more competitive promotional environment and implementation of more competitive everyday pricing throughout the Eckerd operation. Included in gross profit for the

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fiscal year ended January 25, 2003 was a LIFO charge of $15 million compared to a $31 million LIFO inventory charge for the fiscal year ended January 26, 2002. The lower LIFO inventory charge for the fiscal year ended January 25, 2003, was primarily due to deflation in certain front-end merchandise categories and declines in inventory levels. The $31 million LIFO charge in the fiscal year ended January 26, 2002, was due primarily to price inflation with respect to prescription drugs.

        Selling, general and administrative expenses.    Selling, general and administrative expenses increased 4.1% to $1.579 billion for the fiscal year ended January 25, 2003, from $1.517 billion for the fiscal year ended January 26, 2002. Selling, general and administrative expenses as a percentage of sales decreased to 20.8% for the year ended January 25, 2003 from 21.4% for the fiscal year ended January 26, 2002. The decrease in selling, general and administrative expenses as a percentage of sales was related principally to efficiencies generated by implementation of a reconfigured Eckerd drugstore format, elimination of redundancies in back office operations, more efficient distribution and the in-sourcing of information technology, as well as leverage generated by higher sales. Also included in selling, general and administrative expenses for the fiscal year ended January 25, 2003, was a $6 million gain for the Eckerd stores for its co-plaintiff position in an antitrust settlement relating to litigation with manufacturers..

Business acquisition—Eckerd

        On July 31, 2004, we completed our acquisition of the Eckerd stores and related assets, including the Eckerd trade name, from TDI for a net cash purchase price of $2.375 billion, plus a preliminary working capital adjustment of $112.5 million and transaction costs of $31.2 million, for a total acquisition cost of $2.519 billion. Please refer to Note 12 of our unaudited interim consolidated financial statements for the periods ended August 28, 2004 and August 31, 2003, pertaining to the Eckerd Acquisition.

        The preliminary allocation of the Eckerd Acquisition purchase price indicated below was determined based on available information and preliminary evaluations and is subject to change as new data become available and integration and restructuring strategies are implemented.

		dollars in millions
Net assets acquired
	Non-cash working capital items	$	780.3
	Capital assets		858.0
	Intangible assets		767.6
	Goodwill		621.1
	Future income tax liabilities		(372.0	)
	Other liabilities		(140.5	)
Net non-cash assets acquired		$	2,514.5
Cash and cash equivalents			4.2
Net assets acquired		$	2,518.7
Cash consideration		$	2,518.7

        The Eckerd Acquisition and the repayment of the $195 million in existing indebtedness was financed in the following manner:

        Debt financing consisting of senior secured credit facilities in the amount of $1.7 billion as follows:

•

a five-year revolving credit facility of up to $350 million bearing interest at an applicable base rate plus a variable margin;



•

a five-year variable-rate term loan A facility in the amount of $250 million bearing interest at an adjusted eurodollar rate plus a variable margin (which margin was 4.00% as of August 28, 2004),

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repayable in quarterly installments, subject to certain exceptions in the first and last years of the facility, at a rate of 5% based on the original loan balance in our first fiscal year, 15% in our second fiscal year, 20% in our third fiscal year, 25% in our fourth fiscal year and 35% thereafter; and

•

a seven-year term loan B facility in the amount of $1.1 billion bearing interest at an adjusted eurodollar rate plus a variable margin (which margin was 3.75% as of August 28, 2004), repayable in quarterly instalments based on yearly tranches of 1% of the original loan balance over the first six years with the balance owing in 2011. We have to make mandatory prepayments under certain circumstances as described under "Description of Other Indebtedness—Prepayments".

See "Description of Other Indebtedness".

        A $1.2 billion notes offering comprised of:

•

$350 million of senior notes, bearing interest at 7.625% and maturing on August 1, 2012; and



•

$850 million of senior subordinated notes, bearing interest at 8.5% and maturing August 1, 2014.

See "Description of Senior Notes" and "Description of Senior Subordinated Notes".

Liquidity and Capital Resources

        As of August 28, 2004, our total indebtedness was approximately $2.6 billion, the key elements of which are described in "Business Acquisition—Eckerd". As a result of the Eckerd Acquisition and related financings, we have significant debt service obligations, including interest, in future years. Interest expense related to our senior secured credit facilities, the notes, existing capital leases and the amortization of financial expenses will be approximately $43.3 million for the fiscal year ended May 28, 2005. See "Risk Factors—Risks Relating to the Notes".

        Current ratings for our senior secured credit facilities and the notes as confirmed by Standard & Poor's Corporation and Moody's Investors Service are as follows:

	S&P	Moody's
Senior secured credit facilities	BB	B1
Senior notes	B	B2
Senior subordinated notes	B	B3

        Our senior secured credit facilities require that we comply on a quarterly basis with certain financial covenants, including a maximum leverage ratio test and minimum fixed charge coverage ratio test. In addition, our senior secured credit facilities contain various restrictive covenants prohibiting us from among other things, prepaying, redeeming or purchasing certain indebtedness, including the notes. Our ability to comply with these covenants and requirements may be affected by events beyond our control, and we may have to curtail some of our operations and growth plans to maintain compliance. If we fail to perform our obligations under, or fail to meet the conditions of, our senior secured credit facilities or if payment creates a default under the senior secured credit facilities, we will be prohibited from making any payment with respect to the notes (including payments of interest). See "Description of Other Indebtedness".

        The indentures governing the notes, among other things, restrict our ability to (i) incur additional indebtedness, (ii) pay dividends on, redeem or repurchase our capital stock, (iii) make investments, (iv) engage in transactions with affiliates, (v) create certain liens, (vi) sell assets, (vii) in the case of our subsidiaries, guarantee indebtedness, (viii) issue or sell subsidiary preferred stock, (ix) create restrictions on the ability of restricted subsidiaries to pay dividends, (x) enter into sale and leaseback transactions, (xi) create unrestricted subsidiaries, and (xii) consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis. These covenants

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could limit our ability to plan for or react to market conditions or to meet our capital needs. These covenants are subject to certain important exceptions. For more information, see "Description of the Senior Notes" and "Description of the Senior Subordinated Notes".

        There are 111 Eckerd stores in various stages of development that we expect to open at various times prior to June 2006. These store openings will require significant capital expenditures.

        We had $101.6 million of cash as of August 28, 2004. In addition, we had access to an unused borrowing capacity of up to $337.2 million (net of $12.8 million of outstanding letters of credit) under our five-year revolving credit facility put in place in connection with the Eckerd Acquisition. We believe that these funds should provide us with sufficient liquidity and capital resources to meet our current and future financial obligations, as well as to provide funds for our financing requirements, capital expenditures, new store openings and other needs, for the foreseeable future. Despite our expectations, however, due to declines in our business or other items described under "Risk Factors", we may not have sufficient funds to satisfy our debt and other obligations. As a result, we may require additional equity or debt financing to meet our financing requirements or may be required to change our business plan or sell off assets. Due to our highly leveraged financial position following the Eckerd Acquisition, future financing may not be available when required or may be available only on terms unsatisfactory to us.

Further Discussion of Financial Statement Cash Flow Items

The Jean Coutu Group (PJC) Inc.

        The discussion below addresses The Jean Coutu Group (PJC) Inc. independent of and without reference to the cash flows of Eckerd, except for discussion with respect to the 13 week period ended August 28, 2004, which period includes the cash flows of Eckerd for the period August 1, 2004, to August 28, 2004. We generate cash flows from (i) the sale of prescription drugs and front-end merchandise at our corporate-operated stores, (ii) the sale of inventory and the leasing of store locations to our PJC franchisees, (iii) the receipt of franchise royalties from our PJC franchisees and (iv) the leasing of other real estate to non-PJC franchisees. Our primary uses of cash are (i) the purchase of products and services for resale, (ii) operating expenses, (iii) general and administrative expenses, (iv) debt service, (v) real estate investments and (vi) capital expenditures relating to renovating older stores, opening new stores and replacement of certain equipment. Generally, we have financed our capital expenditures, working capital requirements and smaller acquisitions through a combination of cash flows from operations and an operating line of credit. We have financed our larger acquisitions with long-term borrowings and, directly or indirectly, with the proceeds of equity offerings.

        Cash flows from operating activities.    Cash flows used in operating activities were $92.4 million for the 13-week period ended August 28, 2004, compared to cash flows of $21.8 million in the corresponding period of the previous fiscal year. During the 13-week period ended August 28, 2004, we used $138.8 million for non-cash assets and liability items, of which $111.3 million was invested in our U.S. network working capital subsequent to the Eckerd Acquisition. These monies which were related to transition issues and other adjustments were subsequently collected from J.C. Penney, CVS and other third parties after the August 28, 2004 quarter-end date. Cash flows provided by operating activities were $185.9 million for the year ended May 31, 2004, compared with $104.9 million in fiscal 2003. This increase includes the receipt of $44.1 million of sales taxes due to the deferral of a Canadian input tax credit claim. The changes in working capital of $24.1 million for the year ended May 31, 2004 compared to the use of funds of $57.4 million for same period in 2003 were primarily due to the deferral of an input tax credit claim explained above. Cash flows provided by operating activities were $104.9 million for the fiscal year ended May 31, 2003, an increase of $34.8 million over the $70.1 million cash flows provided by operating activities in the prior year. The increase in fiscal 2003 was derived from additional profits resulting from the acquisitions made in fiscal 2003, the

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inclusion of a full year of operations for the acquisitions of 80 Osco stores made in fiscal 2002 and improved operating performance. The investments in working capital of $57.4 million for the fiscal year ended May 31, 2003 compared to $43.1 million for prior year were primarily due to the deferral of an input tax credit claim explained above.

        Cash flows from investing activities.    Cash flows from investing activities was at $2.603 billion for the 13-week period ended August 28, 2004 compared with $24.7 million for the corresponding period in 2003. $2.515 billion was used to acquire the Eckerd drugstore operations during the 13-week period ended August 28, 2004. We invested $20.6 million in capital assets compared with $16.6 million in the corresponding quarter of the previous year. Cash flows from investing activities was $91.8 million for the year ended May 31, 2004, compared with $98.7 million in fiscal 2003 and $217.3 million in fiscal 2002. Our Canadian and U.S. operations invested similar amounts in their respective activities during the year ended May 31, 2004. Canadian investments in capital assets amounted to $31.1 million during the year ended May 31, 2004, compared with $38.3 million for fiscal 2003 and $28.5 million in fiscal 2002. Our U.S. operations invested $42.9 million in capital assets during the year ended May 31, 2004, primarily with respect to improvements at our Brooks stores, as compared to $55.8 million in fiscal 2003 and $37.5 million in fiscal 2002.

        Cash flows from financing activities.    During the 13-week period ended August 28, 2004, we generated $2.780 billion in cash flows from financing activities compared to a use of cash flows of $4.7 million for the corresponding period in 2003. During the 13-week period ended August 28, 2004, we established credit facilities to fund the Eckerd Acquisition. This resulted in a $2.365 billion net increase in long-term debt as compared to the corresponding period in 2003. During the 13-week period ended August 28, 2004, we sold 33.35 million Class A Subordinate Voting Shares at a price of CDN$17.45 per share for net proceeds of CDN$565.9 million, or $425.6 million. During the year ended May 31, 2004, we used cash flows totaling $72.0 million, of which $21.3 million was used to repay long term debt, $32.4 million to repay bank loans and $20.3 million for dividends. In the fiscal year ended May 31, 2003, we used net cash flows of $20.1 million to reduce long term debt of $21.7 million and to pay $17.8 million in dividends. During the fiscal year ended May 31, 2003, the increase on bank loans generated funds of $15.5 million. In the fiscal year ended May 31, 2002, we generated net cash flows from financing activities of $141.4 million from an additional $230.0 million in long-term borrowings and the changes in bank loans generated $13.0 million, offset in part by repayment of long-term debt of $91.6 million and the payment of $13.6 million in dividends.

Eckerd—Historical

        Eckerd generated cash flows from the sale of prescription drugs and front-end merchandise. Eckerd's primary uses of cash were for purchases of products and services for resale, operating expenses, general and administrative expenses, debt service, and capital expenditures relating primarily to relocation of older Eckerd stores and the opening new Eckerd stores and replacement of certain equipment. Generally, Eckerd finances its capital expenditures, working capital requirements and smaller acquisitions through a combination of cash flows from operations and intercompany borrowings from an affiliate of J.C. Penney Corporation, Inc. when needed.

        Cash flows from operating activities.    For the 53 weeks ended January 31, 2004, Eckerd generated cash flows from operating activities of $312 million compared to $374 million for the fiscal year ended January 25, 2003. The reduction in cash flow from operating activities was primarily due to lower net income of $104 million for the 53 weeks ended January 31, 2004 compared to $123 million for the fiscal year ended January 25, 2003 and an increase in working capital items (primarily from a smaller increase in accounts payable).

        Cash flows from investing activities.    Cash flows used in investing activities at Eckerd were $235 million for the 53 weeks ended January 31, 2004 compared to $189 million for the fiscal year

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ended January 25, 2003. Uses of cash were primarily for $247 million in capital expenditures, offset by $5 million in proceeds from the sales of assets and $8 million in proceeds from sale-leaseback transactions, for the 53 weeks ended January 31, 2004 compared to $192 million of capital expenditures, offset by $3 million in proceeds from the sales of assets, for the fiscal year ended January 25, 2003. Eckerd capital expenditures included prescription file acquisitions, the drugstore reconfiguration program, the completion of the warehouse distribution network and technology enhancements, and primarily the relocation and addition of new Eckerd stores.

        Cash flows from financing activities.    Cash flows used in financing activities were $78 million for the 53 weeks ended January 31, 2004 compared to $185 million for the fiscal year ended January 25, 2003. Uses of cash were primarily for $65 million of distributions (which includes repayment of intercompany borrowings) to J.C. Penney Corporation, Inc. and the repayment of $13 million of capital leases for the 53 weeks ended January 31, 2004 compared to $181 million in distributions to J.C. Penney Corporation, Inc. and the repayment of $4 million of capital leases for the fiscal year ended January 25, 2003, respectively.

Issuance of Capital Stock

        During the 13-week period ended August 28, 2004, we sold 33.35 million Class A Subordinate Voting Shares at a price of CDN$17.45 per share for net proceeds of CDN$565.9 million or $425.6 million. In addition, 805,300 Class A Subordinate Voting Shares were issued upon the exercise of stock options. These transactions brought the total number of outstanding Class A Subordinate Voting Shares to 140,828,810 as at August 28, 2004. There were 120,250,000 Class B Shares outstanding as at August 28, 2004.

Contractual Obligations and Commercial Commitments

        Set out below are two tables, the first is a summary of the material contractual cash obligations of The Jean Coutu Group (PJC), Inc. as of May 31, 2004 for the periods indicated under our long-term debt, long-term leases and purchase commitments after giving effect to the Eckerd Acquisition (other than the assumption of Eckerd-only obligations), the issuance of the notes, the funding of our senior secured credit facilities. The second includes the addition of the Eckerd material cash obligations as of July 31, 2004 assumed by us in the Eckerd Acquisition with respect to long-term leases. See "Description of Other Indebtedness".

	Fiscal years ended May
Without Assumed Eckerd Obligations	2005		2006-2007		2008-2009		2010 and thereafter		Total
	(dollars in thousands)
Long-term debt	$	22,123	$	110,830	$	134,737	$	2,288,375	$	2,556,065
Capital lease obligations		490		580		124		—		1,194
Operating lease obligations		44,629		73,490		52,565		112,608		283,292
Purchase commitments		49,739		—		—		—		49,739
Total	$	116,981	$	184,900	$	187,426	$	2,400,983	$	2,890,290

	Fiscal years ended May
Including Assumed Eckerd Obligations	2005		2006-2007		2008-2009		2010 and thereafter		Total
	(dollars in thousands)
Long-term debt	$	22,123	$	110,830	$	134,737	$	2,288,375	$	2,556,065
Capital lease obligations		8,434		10,304		3,068		—		21,806
Operating lease obligations		267,102		586,428		523,911		2,292,336		3,669,777
Purchase commitments (1)		49,739		—		—		—		49,739
Total	$	347,398	$	707,562	$	661,716	$	4,580,711	$	6,297,387

(1)

Any contracts with service and product suppliers that include commitments to purchase minimum levels of products and services with respect to the Eckerd operations assumed or renegotiated in connection

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with the Eckerd Acquisition may be accounted for by us in the future as purchase commitments. Any such commitments could be significant. We have not yet made any such determination with respect to any such assumed or renegotiated contract.

        Long-term debt.    The majority of our long-term debt existing prior to the Eckerd Acquisition was repaid in connection with the Eckerd Acquisition. See "Description of Other Indebtedness".

        Capital lease obligations.    We have generally not used capital leases as a means of financing. We have capital leases for certain store and operating equipment. The information listed in the above table includes interest obligations under such capital lease obligations.

        Operating lease obligations.    We lease a substantial portion of our real estate using conventional operating leases. Generally our real estate leases in Canada are for primary terms of 10 years and in the United States for primary terms of 10 to 20 years, in both cases, with options to renew.

        Purchase commitments.    We have entered into various contracts with service and product suppliers that include commitments to purchase minimum levels of products and services, including commitments related to specific products, and real estate construction.

        Guarantees and buyback agreements.    We have guaranteed reimbursement of certain bank loans contracted by some of our Canadian franchisees to a maximum amount of $7,753,000 as of August 28, 2004. We are also committed to financial institutions to purchase the equipment and inventories of some of our Canadian franchisees. As of August 28, 2004, the maximum value of the equipment and inventories buyback agreements was approximately $22,212,000 and $50,738,000, respectively.

        Indemnification obligations.    In connection with the Eckerd Acquisition, we entered into certain indemnification obligations that are more fully described in Note 8 to our consolidated financial statements for the periods ended August 28, 2004 and August 31, 2003 included elsewhere in this prospectus.

        Commitments and contingencies.    There are various legal proceedings and claims pending against us, most of which are with respect to Eckerd, that are common to our operations for which, in some instances, no provision has been made. While it is not feasible to predict or determine the ultimate outcome of these matters, it is the opinion of management that these suits will not result in monetary damages not covered by insurance that in the aggregate would be material and adverse to our business or operations.

        We are covered by insurance policies that carry deductibles. At this time, we believe that we are adequately covered through the combination of insurance policies and self-insurance. Future losses which exceed insurance policy limits or, under adverse interpretations if any, are excluded from coverage

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

        We are exposed to market risk relating to changes in interest rates relating to our variable rate debt. We have a significant amount of debt, $1.4 billion of which bears interest at floating rates. Our total annual interest expense on a pro forma basis with respect to the variable rate debt is approximately $52.6 million.

        We have an interest rate swap contract at a fixed interest rate of 4.34% maturing in January 2005 as a hedge against interest rate fluctuations on a term loan which was repaid as part of the Eckerd Acquisition financing, which amounted to $180 million as at July 31, 2004. During the 13 weeks ended August 28, 2004, we recorded an unrealized loss on this contract in the amount of $2.2 million.

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        Subsequent to the 13 weeks ended August 28, 2004, we entered into two interest rate swap transactions to fix the adjusted eurodollar rate at 4.11% per year on $100 million of our seven-year term loan B facility of $1.1 billion due in 2011. These transactions qualify for hedge accounting.

Foreign Exchange Risk

        Our revenues are earned in U.S. and Canadian dollars whereas our credit facilities are denominated in U.S. dollars only. Fluctuations in U.S. and Canadian exchange rates could therefore expose us to currency risks.

Seasonality

        Weather conditions can have an impact on our retail sales. Because the weather conditions have an effect on the health of the population in general, our retail sales and those of our franchisees are impacted. For example, the cold season brings an increase in sales of cold and flu medication whereas the warm weather generates sales of allergy medication and sun care. Moreover, the different holidays like Christmas, Easter, Thanksgiving, Valentine's Day, Mother's Day and Father's Day have a positive impact on our retail sales and those of our franchisees. Christmas generates the largest amount of retail sales.

Related Party Transactions

        Our operations include transactions with two related parties with significant influence on the operations of our company. Jean Coutu, our founder and Chairman of the Board, owned one PJC franchise as of August 31, 2003. François J. Coutu, our President and Chief Executive Officer, owned four PJC franchises as of at August 31, 2003 and one as of August 28, 2004.

        The transactions between us and these related parties have been executed in the normal course of business and measured at the exchange amount.

Differences Between Canadian GAAP and U.S. GAAP

        Our consolidated financial statements have been prepared in accordance with Canadian GAAP, which differs in some respects from U.S. GAAP. The material differences, as they relate to our results of operations and financial position, are summarized below.

        Amortization.    Under Canadian GAAP, we depreciated our real estate buildings held for leasing using the compounded interest method until May 31, 2004. Effective June 1, 2004, we adopted the Canadian Institute of Chartered Accountants, or CICA, Section 1100, with the result that the compounded interest method of amortization is no longer used. Accordingly, we now amortize building costs of buildings held for leasing on a straight line basis over their useful lives. This amortization method under Canadian GAAP is equivalent to practices under U.S. GAAP. This accounting policy was adopted on a prospective basis. Under U.S. GAAP, the company has always recorded amortization using the straight-line method.

        Recording of certain consideration received by a vendor.    Effective June 1, 2004, we adopted for Canadian GAAP purposes, the provisions of the Emerging Issues Committee Abstract 144 (EIC-144), "Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor". EIC-144 was applied retroactively to all financial statements presented for comparative purposes. Under U.S. GAAP, the provisions of EITF No. 02-16, "Accounting by a Customer Including a Reseller for Certain Consideration Received from a Vendor" were applied effective January 1, 2003 as a cumulative effect catch-up adjustment.

        See Note 26 to our consolidated financial statements for the years ended May 31, 2004, 2003 and 2002 and Note 14 to our unaudited interim consolidated financial statements for the periods ended

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August 28, 2004 and August 31, 2003 included elsewhere in this prospectus for a further discussion of the material differences between U.S. and Canadian GAAP.

Changes in Accounting Policies

        Incentives paid to franchisees.    During the fourth quarter of the year ended May 31, 2004, we changed our basis of accounting for banner development costs. Banner development costs were previously considered indefinite life intangible assets and therefore not subject to amortization. Banner development costs are now considered deferred costs representing incentives paid to franchisees. These costs are amortized over a ten-year period and are applied against royalties included in other revenues. This change in accounting policy was applied retroactively and a full description is included in Note 2 to our consolidated financial statements included elsewhere in this prospectus.

        Recording of certain consideration received by a vendor.    In January 2004, the Emerging Issues Committee of the CICA, or the EIC, released Abstract 144 "Accounting by a Customer (Including a Reseller) for Certain Consideration Received From a Vendor", or EIC-144. EIC-144 specifies the accounting methods to be applied to certain consideration received from a vendor. EIC-144 is to be applied retroactively to all financial statements for annual and interim periods ending after August 15, 2004. We applied this new recommendation on June 1, 2004. The impact of this new recommendation is discussed in Note 2 to our consolidated financial statements included elsewhere in this prospectus.

        Asset retirement obligations.    In March 2003, the CICA issued Handbook Section 3110, "Asset Retirement Obligations", which is effective for fiscal years beginning on or after January 1, 2004 with retroactive restatement. This new standard provides for the recognition, measurement and disclosure of liabilities for asset retirement obligations and associated retirement costs. The adoption of CICA 3110 had no material impact on our financial position or results of operations.

        Derivative financial instruments and hedging.    On June 1, 2001, we adopted the provisions of SFAS No. 133 under U.S. GAAP, as amended by SFAS No. 138. SFAS No. 133 requires that derivatives be recorded on a company's balance sheet as assets and liabilities at their fair value. Gains and losses resulting from changes in values of these derivatives are accounted for depending on the use of the derivative and whether they qualify for hedge accounting. Prior to June 1, 2004 under Canadian GAAP, such changes in fair value were not recognized or accounted for. On June 1, 2004, under Canadian GAAP, we adopted Accounting Guideline 13 "Hedging Relationships", or AcG 13, and EIC Abstract 128, "Accounting for Trading, Speculative or Non-Hedging Derivative Financial Instruments". Under Canadian and U.S. GAAP, gains or losses resulting from changes in the values of these derivatives are accounted for depending on the use of the derivative and whether they qualify for hedge accounting.

        Impairment of long-lived assets.    On June 1, 2003, we adopted the new recommendations of CICA Handbook Section 3063. Under this standard, when the carrying amount of a long-lived asset exceeds the sum of the expected undiscounted cash flows, an impairment loss is recognized. The implementation of this recommendation has had no impact on the net book value of our capital assets.

        Reporting drop shipment revenue net.    During the fiscal year ended May 31, 2003, we retroactively adopted the new recommendations of EIC Abstract 123 "Reporting revenue gross as a principal versus net as an agent", or EIC-123. EIC-123 specifies that we are required to report our transactions resulting from merchandise shipped directly to the franchisees by other suppliers, but charged to us and recharged to the franchisees on a net basis. Previously, these transactions were reported gross in our sales and in cost of goods sold. The impact of these recommendations is to decrease our sales and cost of goods sold by $68,618,000 and $56,685,000 for the years ended May 31, 2003 and 2002 respectively. The application of these recommendations has no impact on our net income.

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        Stock-based compensation.    Under Canadian GAAP, on June 1, 2003, we prospectively adopted the new recommendations of the CICA Handbook Section 3870. Under this standard, all stock awards are accounted for using the fair value method of accounting. According to that method, awards of stock options are measured on grant date using the fair value method and expensed and credited to contributed surplus over the vesting period. This credit is reclassified as capital stock when the options are exercised. The effect of these recommendations has been a decrease in our net income and an increase in contributed surplus of $188,000 for the year ended May 31, 2004. Effective June 1, 2003, we also adopted fair value accounting for stock-based compensation for U.S. GAAP purposes consistent with SFAS No. 123 "Accounting for Stock-Based Compensation" using the prospective method with guidance provided by SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure". As a result, commencing with options granted after May 31, 2003, we expense the fair value of stock options issued to employees over the related vesting period. See Notes 2 and 26 to our consolidated financial statements for the years ended May 31, 2004, 2003 and 2002 and Note 14 to our unaudited interim consolidated financial statements for the periods ended August 28, 2004 and August 31, 2003 included elsewhere in this prospectus for more detail on stock-based compensation.

Recently Issued Accounting Standards

        In August 2001, FASB Statement No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets", or SFAS No. 144, was issued. SFAS No. 144 which addresses financial accounting and reporting for impairment of long-lived assets and for long-lived assets to be disposed of, supercedes FASB Statement No. 121 covering the same issue and is effective for fiscal years beginning after December 15, 2001. The adoption of SFAS No. 144 did not have a material impact on our consolidated results of operations or financial position.

        In April 2003, FASB Statement No. 149 "Amendment of Statement 133 on Derivative Instruments and Hedging Activities", or SFAS No. 149, was issued. SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities under SFAS No. 133. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, for hedging relationships designated after June 30, 2003, and to certain preexisting contracts. We adopted SFAS No. 149 on July 1, 2003 on a prospective basis in accordance with the new statement. The adoption of SFAS No. 149 did not have a material impact on our financial condition or results of operations.

        In June 2003, the CICA issued Accounting Guideline 15 "Consolidation of Variable Interest Entities", or AcG-15. AcG-15 addresses the consolidation of variable interest entities, or VIEs, to which current consolidation conditions do not apply since the VIEs have no voting interests or are otherwise not subject to control on the basis of ownership of voting interests. Existing non-consolidated VIEs must be consolidated by their primary beneficiary. AcG-15 is expected to be effective for annual and interim financial reporting periods beginning on or after November 1, 2004. The adoption of AcG-15 will not result in a material impact on our financial condition or results of operations.

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BUSINESS

Overview

        We are the fourth largest drugstore chain in North America and the second largest in both the eastern United States and in Canada with a store network comprised of 2,209 stores. Our store network includes 1,888 corporate-operated stores under our Brooks and Eckerd banners, located throughout 18 states in the eastern United States, and 321 franchised stores under our PJC banners, including PJC Jean Coutu and PJC Clinique, located in three Canadian provinces. On a pro forma basis as of December 31, 2003, our Brooks stores and Eckerd stores had a number one or two market position in approximately 61% of the United States markets in which the stores operate and our PJC franchised stores had the number one market position in Quebec, the key Canadian market in which we operate. We provide our customers with high-quality, professional pharmacy services together with a wide variety of non-prescription, or front-end, products, including beauty, cosmetic and fragrance products, over-the-counter medications, personal care products, private label products, as well as consumable, seasonal and promotional items tailored to local consumer demand for convenience and quality. We believe our stores are generally located in prime retail locations making us among the most convenient drugstore chains in North America. For the fiscal year ended May 31, 2004 and the 13 weeks ended August 28, 2004, our consolidated pro forma revenues, adjusted EBITDA and net income (loss) were approximately $10.9 billion and $2.6 billion, $595.2 million and $101.7 million, and $79.6 million and $(1.7) million, respectively. Our Class A Subordinate Voting Shares trade on the Toronto Stock Exchange under the symbol "PJC.A", which we anticipate will be changed to "PJC.SV.A" on November 29, 2004, and, as of November 23, 2004, our market capitalization was approximately $3.8 billion, based on the last reported sales price of our Class A Subordinate Voting Shares.

        We believe that our acquisition on July 31, 2004 of the Eckerd network of stores in the northeastern, mid-Atlantic and southeastern United States, referred to as the Eckerd Acquisition, added a strong, well-recognized store banner to our portfolio, expanded our store network and significantly increased our geographic diversification. We believe the geographic footprint of our Eckerd stores is attractive for drugstore operations due to its favorable demographics as well as high population-density consumer markets that are similar in many respects to those in our Brooks geographic markets. Our Eckerd stores are similar to our Brooks stores in terms of size and format and have benefited from significant recent capital investments, which we believe will facilitate integration with our existing U.S. operations. Furthermore, the Eckerd Acquisition significantly increased the scale of our operations, which we believe will provide us with several important benefits, including more favorable purchasing terms from suppliers.

        We believe that we differentiate our U.S. corporate-operated drugstore operations through our:

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drugstore operational expertise,



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sophisticated technology and systems,



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streamlined management structure,



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focus on higher-margin front-end merchandise, and



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commitment to customer care and service.

        We believe we will improve the overall operating and financial performance of our Eckerd stores by applying to them the business model used at our Brooks stores.

        Our company was founded in Montreal, Quebec in 1969 by Jean Coutu, our Chairman of the Board, and in 1973 we established our Canadian franchise system. We have since become the franchisor and warehouse supplier of the second largest chain of drugstores in Canada with 321 stores. We entered the U.S. market in 1987 with one store and have since expanded our Brooks operations to 336

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stores, primarily through acquisitions. On July 31, 2004, we completed the Eckerd Acquisition, adding 1,549 stores (store count as of July 31, 2004) to our U.S. corporate-operated store network. For the fiscal year ended May 31, 2004 and the 13 weeks ended August 28, 2004, our Canadian franchisor and warehouse supplier operations generated revenues, EBITDA and operating income of approximately $1.2 billion and $312.7 million, $135.0 million and $32.3 million, and $122.8 million and $29.2 million, respectively, and our U.S. operations (Brooks and Eckerd) generated combined pro forma revenues, adjusted EBITDA and operating income (loss) of approximately $9.7 billion and $2.3 billion, $458.6 million and $69.4 million, and $229.8 million and $(1.7) million, respectively. The foregoing amounts for the fiscal year ended May 31, 2004 are presented before the effect of the pro forma adjustments related to purchase accounting in connection with the Eckerd Acquisition. Our Canadian operations are headquartered in Longueuil, Quebec and our U.S. operations are headquartered in Warwick, Rhode Island.

Business Strengths

        Significant Scale, Leading Market Position, Extensive Geographic Footprint and Well-Recognized Store Banners.    Our store network has significant scale, a leading market position in the eastern United States and Canada, and an extensive geographic footprint. We believe our well-recognized store banners, including PJC Jean Coutu, PJC Clinique, Brooks and Eckerd, have established reputations for convenience, professionalism and excellence in pharmacy services, front-end product selection and value, as well as customer service, that help us to differentiate our stores from those of our competitors and to increase our large base of loyal customers. We believe that the geographic diversity of our network throughout 18 states in the eastern United States and three eastern Canadian provinces reduces our exposure to adverse local or regional market conditions.

        Modern Store Base in Favorable Locations.    We believe that our PJC, Brooks and Eckerd stores are high-quality stores in strategic locations. We choose our store sites selectively to maximize store traffic and visibility and we work to manage effectively the closure or relocation of under-performing stores. Furthermore, we believe our recently acquired Eckerd stores are especially attractive because there is virtually no geographic overlap with our U.S. Brooks store network. Also, our recently acquired Eckerd stores are located in markets with demographics and consumer habits similar to those in our existing markets. We believe that these similarities will enable us to successfully apply to our recently acquired Eckerd stores the extensive market knowledge and proven business model used at our Brooks stores.

        Substantial capital investments in our store network have been made in recent years. During the last five completed fiscal years, we have invested more than $128 million in the aggregate in our Brooks stores and approximately 53% of our PJC and Brooks stores have been either opened, renovated, relocated or remodeled. Significant investments also were made in our Eckerd stores prior to our acquisition. During Eckerd's last three completed fiscal years, there has been an aggregate of approximately $370 million invested in our Eckerd stores and approximately 65% of our Eckerd stores have been opened, reconfigured, relocated or remodeled.

        Differentiated U.S. Business Model.    We believe that our U.S. business model, which we intend to apply to our Eckerd stores, differentiates us in the following positive respects:

        Drugstore Operational Expertise.    We believe we have developed substantial drugstore operational expertise that enables us to efficiently match our product offerings to our customers' preferences. We employ this expertise throughout our product delivery chain, from supply and distribution of products to merchandising and marketing and ultimately to the sale of products to our customers. Our product delivery chain is maintained by experienced and well-trained store and management personnel. We have also developed substantial expertise in the selection of store locations and the development of store designs.

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        Sophisticated Technology and Systems.    We have enhanced the efficiency of our operations through the use of technology, such as point of sale scanners, which enable us to perform in-depth analysis of and quick decision-making with respect to inventory and pharmacy and front-end sales. Further, we use our technology to refine our purchasing operations and work with our suppliers to tailor our merchandising, customize our shelf space to customer preferences and maximize in-stock positions of high-demand products in an effort to increase sales volume and gross margins. In addition, we have developed a sophisticated, proprietary pharmacy information and workflow system, known as Rx Pro in Canada and as Brooks Rx Care in the U.S. This system is designed to enable an efficient workflow process that optimizes pharmacy services with a focus on fast prescription filling, reduction in filling errors, and maximization of in-stock positions of high-demand prescription drugs.

        Streamlined Management Structure.    We have a relatively "flat", streamlined management structure. We maintain this management structure in order to expedite decision making, better address local demand for specific products and services and reduce corporate overhead expenses.

        Focus on Higher-Margin Front-End Merchandise.    We continuously refine our front-end product selection and quality in order to increase our sales of front-end merchandise. In particular, we are focused on continuing to increase our sales of higher-margin beauty and cosmetic products, over-the-counter medications, private label products and seasonal and other merchandise tailored to local tastes and demands, to further improve profit margins and differentiate our stores from those of our competitors.

        Commitment to Customer Care and Service.    We are committed to ensuring a highly-positive customer service experience at our stores. To this end, we strive to maintain optimal levels of courteous and professional staff members. The 2003 Third Annual Shopper Report, a U.S. consumer survey published by Chain Store Age and Capgemini, ranked our Brooks stores first in their New England area of operations in all categories, including ease of shopping, price and product assortment. We believe that our pharmacy information work flow system minimizes wait times for our pharmacy customers. Furthermore, in many of our stores we provide extended pharmacy hours, drive-through windows and prescription refills through the Internet or an interactive telephone system in response to customer demand for quality and convenience. In addition, we design the pharmacy area of our stores, including our patient consultation counters, to enhance the professional atmosphere of the pharmacy operations. It is our strategy to have our pharmacists become an integral part of the health care decision making process of our customers.

        Cash Flow Generation.    Our Canadian franchisor and warehouse supplier operations have provided us with strong cash flows. Given the significant market position of our PJC franchised stores in Quebec, we do not anticipate expanding our franchisee network during the next several years by more than 10 to 15 stores per year. As a result, and because our franchisees are responsible for funding their own capital improvements, we do not expect to make significant capital expenditures with respect to our Canadian operations during the next several years. Our Brooks stores have also generated cash flows, which typically have been used to reinvest in the Brooks business. With certain operational improvements at Eckerd, we expect to consistently generate cash flows from our Eckerd stores. During the next several years, we expect store expansion under either our Brooks or Eckerd banners to be limited to those stores that are currently committed to be opened. For the fiscal year ended May 31, 2004 and the 13 weeks ended August 28, 2004, our operations generated consolidated pro forma adjusted EBITDA of $595.2 million and $101.7 million, and net income (loss) of $79.6 million and $(1.7) million, respectively.

        Compelling Industry Fundamentals and Favorable Demographics.    We operate in the large and growing North American pharmacy industry, which we believe offers compelling industry fundamentals and favorable demographics. According to IMS Health, the compounded annual growth rate for total pharmaceutical sales (at actual prices) in the U.S. and Canada is projected to be approximately 11.7%

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and 11.1%, respectively, for the period 2003 through 2008. We believe that several factors will contribute to this continued growth in total pharmaceutical sales, including increasing life expectancy, the aging "baby boom" generation, the addition of a Medicare prescription drug coverage benefit in the United States and increasing marketing and utilization of lifestyle prescription drugs. According to the National Ambulatory Medical Care Survey, approximately 49.0% of all prescriptions written in the U.S. in 2001 were for individuals 55 years old and older. According to IMS Health, an estimated 58.9% of all prescriptions filled in Canada in 2003 were for individuals 55 years old and older. According to the U.S. Census Bureau, in 2005 approximately 22.7% of the U.S. population, or approximately 67.5 million people, are expected to be 55 years old or older. This percentage of the total U.S. population is expected to grow to 29.5%, or 106.2 million people, by 2025. The Canadian population is also expected to age at an accelerated pace, with people 55 years old and older expected to represent 24.7% of the total Canadian population, or approximately 8.0 million people, by 2006 and 33.3%, or approximately 11.8 million people, by 2021, according to Statistics Canada.

        Experienced Management Team with a Proven Track Record.    Our company was founded in Quebec in 1969 by Jean Coutu, our Chairman of the Board. François Jean Coutu is the President and Chief Executive Officer of The Jean Coutu Group (PJC) Inc. and also manages our Canadian drugstore franchising and warehouse supplier business. Michel Coutu is the President and Chief Executive Officer of The Jean Coutu Group (PJC) USA, Inc. and manages our U.S. drugstore operations. Each of François Jean Coutu and Michel Coutu, who are sons of Jean Coutu, have worked in the retail drugstore business for more than 27 years. Mr. Jean Coutu and his family, directly or indirectly, hold shares of capital stock that represent approximately 48% of our outstanding equity.

        Our Canadian and U.S. senior management teams have developed extensive expertise in operating a chain of corporate-operated drugstores and in operating a drugstore franchisor and warehouse supplier business. The eight senior members of these teams have an average of 24 years of retail industry experience, including an average of 13 years with our company.

        Prior to the Eckerd Acquisition, we completed two significant U.S. acquisitions, adding 301 stores to our corporate-operated drugstore network, as well as several other smaller acquisitions. We believe we have consistently improved the performance of the stores we have acquired. Further, we believe that our management's experience in integrating large groups of stores into our existing network and improving the performance of acquired stores has been and will continue to be an important factor in our success.

Business Strategy

        We plan to continue to grow our business, improve our financial performance and enhance our reputation by implementing our business strategy, the key elements of which are:

        Apply Our Proven Business Practices to our Eckerd Stores.    Operating income as a percentage of sales at our Brooks stores has improved steadily in recent years as the result of implementation of business practices that stress merchandising excellence, convenient and efficient pharmacy services and patient care, private label sales initiatives and targeted marketing. On a 52-week basis for the 53 weeks ended January 31, 2004, adjusted EBITDA margin and operating margin at Eckerd were 4.6% and 2.2%, respectively, as compared to 6.4% and 4.6%, respectively, at Brooks for the year ended May 31, 2004. We intend to apply our proven Brooks business practices to, and implement certain operational improvements at, our Eckerd stores, which we believe will improve revenue growth and enable us to renew and enhance customer confidence in our Eckerd banner. The key elements of these business practices are set forth below.

        Convenient and Efficient Pharmacy Services.    We provide extended pharmacy hours in response to local customer demand. We believe pharmacy hours tailored to customer demand attracts customers

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and drives sales. We believe that our high-quality, convenient and professional pharmacy services enhance our reputation and increase customer loyalty. We intend to increase the number of extended-hour pharmacies, improve our in-stock positions of high-demand prescription drugs and reduce prescription fill times in our Eckerd stores to increase revenue. During the next few years, we also intend to convert the pharmacy operations in our Eckerd stores to our proprietary Brooks Rx Care pharmacy information and work flow system.

        Merchandising and Marketing Expertise.    We believe that the convenient locations and modern store base of our Eckerd store network holds the potential for increased customer traffic and provides an opportunity to increase sales of front-end merchandise. We intend to improve Eckerd's inventory management and product categories in order to offer a more targeted mix of products and services to our customers, including better management of seasonal items. In addition, we intend to improve Eckerd's operating margin by focusing on higher-margin front-end products, such as beauty and cosmetic products, over-the-counter medications and private label products, while de-emphasizing promotions of low-margin consumables. We further believe that we can reduce inventory shrinkage and streamline advertising cost at our Eckerd stores.

        Private Label Sales Initiatives.    Generally, sales of private label products provide us with higher margins than sales of similar brand name products. Eckerd carries approximately 2,000 private label products, which accounted for approximately 7.9% of Eckerd front-end sales for the 53 weeks ended August 28, 2004 while Brooks carries approximately 1,200 private label products, which accounted for approximately 9.8% of Brooks front-end sales for the 52 weeks ended August 28, 2004. We intend to focus significant marketing efforts to enhance the reputation of the private label products available at our Eckerd stores to drive sales of those higher-margin products.

        Efficient Overhead Structure.    We are focused on maintaining our efficient corporate overhead structure. At Brooks, expenses not incurred at the store level, which are referred to as corporate support expenses and includes corporate headquarters and distribution center expenses, as a percentage of sales was approximately 2.8% for the fiscal year ended May 31, 2004. Despite Eckerd's larger scale, we believe comparable corporate support expenses, which would also include local and regional office expenses, as a percentage of sales are significantly higher at Eckerd. Although we may not be able to reduce combined corporate support expenses as a percentage of sales to the current Brooks level, we are committed to streamlining the Eckerd overhead structure and optimizing our overall corporate support expenses as a percentage of sales.

        Leverage Supplier Relationships.    We maintain strong relationships with our front-end merchandise and prescription drug suppliers. As the fourth largest drugstore chain in North America and the second largest in both the eastern United States and in Canada, we represent an attractive distribution channel to suppliers due to our scale, broad geographic presence and our proven ability to grow merchandise and prescription drug sales. In addition, we believe our size and management expertise will provide us with competitive advantages, particularly with respect to merchandising, operations and purchasing.

        Expand and Maintain Canadian Initiatives.    In Canada, we have additional business strategies that, because of cultural, market, regulatory and other differences, are not applicable to our U.S. operations. These Canadian strategies include the following:

        Medical Offices Co-Location Initiative.    Wherever possible we locate our PJC franchised stores adjacent to or in medical office buildings, which offices we often lease to these medical practices. Approximately 39% of our PJC franchised stores are located adjacent to or in the medical office buildings. We believe that the proximity of such stores to medical offices provides our customers with highly convenient, professional pharmacy services and helps increase our sales of prescription drugs, over-the-counter medications and other front-end products.

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        AIR MILES® Initiative.    Our PJC franchised stores are the exclusive Quebec drugstore participants in the AIR MILES® Reward Program. Consumers in the AIR MILES® Reward Program earn reward miles in connection with product purchases at retailers in various categories that may be redeemed for over 300 different rewards including travel services, leisure and entertainment, electronics and gift certificates, including gift certificates redeemable at PJC franchised stores. The AIR MILES® Reward Program encourages customer loyalty by encouraging consumers to shop at retailers that are participating sponsors in the AIR MILES® Reward Program rather than all retailers as in the case of airline branded credit cards with mileage benefits.

        Reduce Debt.    We intend to reduce our level of indebtedness in the future. We have a history of generating strong cash flows at our Canadian operations. During the fiscal year ended May 31, 2004 and the 13 weeks ended August 28, 2004, our pro forma net cash provided (used) by operating activities, after giving effect to the Eckerd Acquisition and related financings and transactions, referred to collectively as the July Transactions, was $374.1 million and $(79.6) million respectively. We believe we can improve the operating margin of our Eckerd stores and generate increased cash flows from operations. We expect to use a substantial portion of our cash flows from operations after capital expenditures and the net proceeds from any sale of non-strategic assets to reduce indebtedness and thereby strengthen our balance sheet.

Industry

        We operate in the large and growing North American pharmacy industry, which we believe offers compelling industry fundamentals and favorable demographics. According to IMS Health, total pharmaceutical sales (at actual prices) in the U.S. and Canada is projected to grow to be approximately $383 billion and CDN$24 billion, respectively, in 2008. The charts below illustrate historical and estimated future growth in the U.S. and Canadian drugstore industries.

Source: IMS Health. Years 2004-2008 are estimated.

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Source: IMS Health. Years 2004-2008 are estimated.

        Favorable Demographics for Prescription Drug Sales Growth.    According to IMS Health, the compounded annual growth rate for total pharmaceutical sales (at actual prices) in the U.S. and Canada is projected to be approximately 11.7% and 11.1%, respectively, for the period 2003 through 2008. We believe that several factors will contribute to this continued growth in prescription drug sales, including increasing life expectancy, the aging "baby boom" generation, the addition of a Medicare prescription drug coverage benefit in the United States, increasing marketing and utilization of lifestyle prescription drugs. According to the National Ambulatory Medical Care Survey, approximately 49.0% of all prescriptions written in the U.S. in 2001 were for individuals 55 years old and older. Similarly, according to IMS Health, an estimated 58.9% of all prescriptions filled in Canada in 2003 were for individuals 55 years old and older. According to the U.S. Census Bureau, in 2005 approximately 22.7% of the U.S. population, or approximately 67.5 million people, are expected to be 55 years old or older. This percentage of the total U.S. population is expected to grow to 29.5%, or approximately 106.2 million people, by 2025. The Canadian population is also expected to age at an accelerated pace, with people 55 years old and older expected to represent 24.7% of the total Canadian population, or approximately 8.0 million people, by 2006 and 33.3%, or approximately 11.8 million people, by 2021, according to Statistics Canada. The charts below illustrate these favorable demographics.

Source: U.S. Census Bureau. Years 2005-2025 are estimated.	Source: Statistics Canada. Years 2006-2021 are estimated.

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Source: National Ambulatory Medical Care Survey.

        Favorable Government Regulation.    The Medicare Prescription Drug, Improvement and Modernization Act of 2003 is expected to increase prescription drug coverage for United States Medicare beneficiaries. We believe that the addition of a Medicare prescription drug coverage benefit in the United States will increase prescription drug utilization and help sustain our industry's growth rate in the future.

        Increased Focus on Consumer Health and Wellness.    We believe there is an increased consumer focus on prevention, general wellness, early diagnosis of medical conditions and on the purchase of self-care products, such as vitamins, analgesics, herbals and smoking-cessation products and lifestyle drugs. This is expected to continue to have a positive impact on sales of prescription drugs, over-the-counter medications, nutrition supplements and other drugstore merchandise.

        Highly Fragmented U.S. Industry.    We believe that the U.S. pharmacy industry is fragmented with no single company holding a dominant market position. In addition, the only retail concept that has been successful in achieving and retaining a dominant market position is the chain drugstore concept. The market includes several national and regional chain drugstore operators, numerous independent pharmacies, supermarkets, mass merchandisers and mail order pharmacies. In recent years, mail order pharmacies and other channels have aggressively expanded their market position and we believe this trend is continuing. We believe this expansion of market position has primarily come at the expense of the market position of independent pharmacies. The chart below details the U.S. market share of different retail sales channels by number of prescriptions filled. Convenience remains a primary competitive advantage for chain drugstore operators and independent pharmacies. While many supermarkets and mass merchandise stores offer pharmacy services, we believe that convenient locations, smaller store size and high level of customer service of many chain drugstores result in higher consumer utilization of chain drugstores.

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Source: IMS Health and National Association of China Drug Stores Economics Department.
(1) Mail Order pharmacies in the United States typically fill 90-day supply prescriptions while other retain sales channels typically fill 30-day supply prescriptions. This results in higher revenues per prescription at mail order pharmacies relative to other retail sales channels.

        Front-End Sales Opportunity.    We believe drugstore front-end merchandise, combined with prescription drugs, provide customers with a complete wellness solution. Front-end merchandise includes beauty, cosmetics and fragrance products, over-the-counter medications, personal care products, as well as consumable, seasonal, promotional and other non-prescription products. Front-end merchandise sales typically provide higher gross margins than prescription drug sales. According to Drug Store News, 2003 drugstore U.S. front-end sales were $38.2 billion.

Source: Drug Store News, A.C. Nielsen Annual Industry Report and National Association of Chain Drug Stores.

        We believe that the category referred to in the above chart as OTC Health, which includes over-the-counter medications, has grown over the last few years due in part to the conversion of popular prescription drugs to over-the-counter medications. Also, we believe the edible and non-edible consumables categories have grown over the same period due in part to the increased number of convenient locations and wide consumables offering of many chain drugstores.

        Many drugstores offer seasonal merchandise to expand front-end product assortment and further differentiate merchandise mix relative to other retail sales channels. Additionally, many chain

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drugstores market private label front-end merchandise, offering customers a value alternative to branded merchandise while typically providing higher gross margins than for branded products.

Jean Coutu (Canada)

General

        Our PJC franchised stores have the number one market position in Quebec, the key Canadian market in which we operate. We franchise our PJC stores because, under Quebec law, only pharmacists are permitted to own a pharmacy. The PJC name is a widely recognized brand in Quebec and our company ranked second in the most recent Revue Commerce survey of the most admired companies in Quebec.

        We provide our PJC franchisee network with multiple services, including centralized purchasing, distribution, marketing, training, human resources, management, operational consulting and information systems, as well as participation in our private label program. Our franchisees pay us an average franchise royalty of approximately 4% of covered franchised store revenues, and an additional fee for other services such as human resources, information technology and loss prevention services. Our PJC franchisees own their PJC businesses independently from us and, as a result, are responsible for managing their PJC franchised stores and for funding their investments in inventory and store fixtures. While sales at our PJC franchised stores are not included in our revenues, increases or decreases in sales at these stores have a direct effect on our revenues through higher or lower warehouse sales and franchise royalties.

        We believe that PJC franchised stores have a strong reputation among customers for competitive prices, fast and effective delivery of high-quality, professional pharmacy services, beauty and cosmetic product offerings, targeted and extensive seasonal product programs, photo development, private label products and convenient locations. We believe PJC is also known as a leader in delivery of new and emerging services, such as web-based digital photo processing and web-based prescription refills. Further, we believe PJC is a highly desirable and sought after franchise among pharmacists in our Canadian markets.

        All our PJC franchised stores have in-house pharmacies and approximately 39% are located adjacent to or in medical office buildings. During the 52 weeks ended August 28, 2004, our PJC franchisee network filled approximately 45.3 million prescriptions, with an average of approximately 141,300 prescriptions per store, which we believe are among the highest prescription counts for any drugstore chain in Canada. In our PJC franchisee network during that same period, prescription drugs accounted for approximately 57% of sales and front-end merchandise accounted for approximately 43% of sales. For the fiscal year ended May 31, 2004 and the 13 weeks ended August 28, 2004, our Canadian franchisor and warehouse operations generated revenues of $1.2 billion and $312.7 million, EBITDA of $135.0 million and $32.3 million, and operating income of $122.8 million and $29.2 million, respectively. Our Canadian franchisor and warehouse supplier operations have also consistently provided us with strong cash flows, including franchise royalties, which has enabled us to pursue our company-wide acquisition strategy. Our Canadian operations generated franchise royalties of approximately $67.5 million, $55.4 million and $50.3 million during the fiscal years ended May 31, 2004, 2003 and 2002, respectively, and $17.3 million and $15.8 million during the 13 weeks ended August 28, 2004 and the three months ended August 31, 2003, respectively.

History

        Our company was founded in 1969 by Jean Coutu, our Chairman of the Board, with the opening of our first retail outlet in Montreal, Quebec. Our PJC stores were among the first drugstores in Canada to implement the merchandising strategy of low prices on a wide range of products along with superior customer service and extended business hours. In 1973, we initiated our current franchisor and

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warehouse supplier operations. In 1982 and 1983 we added our first franchised stores outside Quebec with stores in New Brunswick and Ontario. To fund additional growth of our franchisor and warehouse supplier operations, we completed an initial public offering in 1986. At that time our PJC store network was comprised of 92 stores and we owned and leased to our franchisees 11 of these store locations. In 1997, we acquired 19 Cumberland stores, which were integrated into our PJC store network. In 1998, we were named "Most Admired Company in Quebec" for the first of three consecutive years by Revue Commerce, and further, we have been one of the top three most admired companies for six of the last seven years.

Store Network

        Our typical PJC franchised stores range in size from 7,500 to 9,500 square feet, making them among the largest in Canada. Our PJC franchised stores are generally freestanding stores on corner locations or in strip shopping centers in high retail traffic areas. Approximately 39% of our PJC franchised stores are located adjacent to or in medical office buildings. Approximately 60% of the stores in our PJC franchisee network have been either opened, reconfigured, relocated or remodeled during the last five completed fiscal years. Our PJC franchisees generally carry between 20,000 and 25,000 front-end products, including approximately 1,800 private label and exclusive brand products. PJC's private label offerings include our Personnelle line of beauty and cosmetic products, which we believe have developed a reputation for high quality, as well as over-the-counter medications, personal care products and other front-end products.

        The table below sets forth the provinces in which our PJC franchised stores are located.

Province	Number of stores as of August 28, 2004
New Brunswick	18
Ontario	9
Quebec	294
Total stores	321

        The following table provides a history of our PJC franchised store openings, additions and closings since the beginning of fiscal 1999.

	Fiscal year ended May 31,
							Thirteen weeks ended August 28, 2004
	1999	2000	2001	2002	2003	2004
Number of stores at beginning of period	286	291	291	293	302	311	319
Added (1)	5	3	3	5	3	4	2
New (2)	2	0	2	11	8	5	0
Closed or sold	2	3	3	7	2	1	0
Number of stores at end of period	291	291	293	302	311	319	321

(1)

Added stores are defined to be stores or clinics that were acquired by a franchisee and added to our drugstore chain and where all existing operations were kept at the same location.

(2)

New stores are defined to be stores or clinics that were opened without buying or transferring any prescriptions from other locations.

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Franchise Operations

        In Canada, under laws that vary province by province, generally only pharmacists are permitted to own a pharmacy. As a result, we maintain a franchise relationship with all of our stores. Our franchise agreement grants the pharmacist franchisee the right to operate an establishment under the PJC banner in return for the payment to us of franchise royalties and other fees. Our PJC franchisees own their PJC businesses independently from us and, as a result, are responsible for managing their PJC franchised stores and for funding their investments in inventory and store fixtures. We believe that this substantial required investment helps ensure that the interests of our franchisees are aligned with ours and also attracts more motivated entrepreneurial franchisees. We believe our franchise model is superior to those of our competitors.

        Franchise Agreement.    Under our franchise agreement our PJC franchisees pay us an average franchise royalty of approximately 4% of covered franchised store revenues, and an additional fee for human resources, information technology and loss prevention services. The sales covered by the franchise royalty include sales of pharmacy and front-end merchandise, except postage and lottery tickets. Our PJC franchisees are required to purchase their inventory from our modern, high-capacity warehouse distribution center so long as we carry the particular item. For the 52 weeks ended August 28, 2004, we supplied our PJC franchisees with approximately 72% of the products stocked in our PJC franchised stores, including virtually all of the prescription drugs stocked in those stores. The vast majority of the 28% of other products stocked are items we have determined not to carry in our warehouse.

        Our franchisees agree to abide by standards that we believe help make PJC franchised stores a strong customer value and convenience proposition, such as maintaining operating hours seven days a week, including evening hours. In return for franchise royalties, we provide our franchisees with multiple services, including centralized purchasing, distribution, marketing, training, human resources, management, operational consulting, information systems and real estate management services, as well as participation in our private label program. Franchisees also pay an additional fee for human resources, information technology and loss prevention services. In addition, franchisees are obligated to participate in all large scale PJC advertising campaigns and benefit from the backing of an experienced corporate management team that has significant resources and industry expertise.

        The initial term of our typical franchise agreement is five years with two five-year renewal options at either party's discretion. We have 299 PJC franchisees several of whom have franchises for multiple store locations. Among our current franchisees, 140 have been in our PJC store network for more than 10 years, including 45 who have been in the network for more than 20 years. Virtually none of our franchisees have sold their franchises or otherwise left our PJC network during the past 25 years to open a store under a competitor's banner.

        Franchisee Selection Process.    Potential franchisees undergo rigorous scrutiny and financial due diligence review before being invited to become part of the PJC franchisee network. All of our prospective franchisees are required to be licensed pharmacists in the province in which the prospective PJC franchise store is to be located. In addition to that requirement, we select franchisees based on a number of factors, including the candidate's business and pharmacy experience, management style, customer service experience and commitment to the PJC store network business strategy. After a candidate is selected as a worthwhile franchisee prospect, we perform a thorough financial review of the pharmacist to ensure that he or she has adequate resources and financial skills to operate under the PJC banner. In addition, to ensure that each newly selected franchisee is prepared to operate a PJC store, we invite each new franchisee to attend more than 100 hours of business training courses on several important aspects of operating a PJC store and owning and operating a business enterprise in general. Currently, we have a substantial number of pharmacist franchisee candidates who have been

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through our review process and who we believe can be PJC franchisees in the future, but who are currently waiting for a franchise to become available.

Merchandising Operations

        Pharmacy.    We believe that it is imperative that our PJC pharmacists provide high-quality and knowledgeable service and advice to customers. It is our strategy to have our PJC pharmacists become an integral part of the health care decision making process of our customers. We have developed a sophisticated, proprietary pharmacy information and workflow system designed to enable an efficient workflow process that optimizes our pharmacy services through fast prescription filling, verification of quality control, reduction in filling errors, examination of workflow data, and maximization of the availability of high demand prescription products. We believe that our pharmacy information and workflow system is critical to our goal of providing professional pharmacy services and patient care. We believe that our efforts to continually improve pharmacy services at our PJC franchised stores contribute to customer loyalty and increased customer store visits.

        Each PJC pharmacy is staffed with pharmacists and drug clerks at all times. PJC pharmacist and drug clerk staffing levels are maintained in accordance with business needs to ensure accurate and timely service. Each PJC franchisee carries a complete line of both brand name and generic prescription drugs. In the 52 weeks ended August 28, 2004, approximately 65% of the prescriptions filled in our PJC franchisee network were for brand name drugs and approximately 35% of the prescriptions filled were for generic substitutes. Under the Quebec compulsory prescription drug plan, brand name drugs are covered to the same extent as generic substitutes.

        In order to ensure our PJC pharmacists are equipped with the latest developments in pharmacology, we established the Jean Coutu Academy. The Jean Coutu Academy offers PJC pharmacists many continuing education programs, including:

•

monthly lectures pertaining to different illnesses and their treatments,



•

continuing education through correspondence courses and seminars, and



•

periodic publications updating current market and industry trends.

        In addition, all PJC pharmacies have direct access to a prescription drug information center that answers questions or special requests concerning the use of a medication or other medical-related issues. We have also developed an in-house training program for our PJC drug clerks, which we believe is unique in our industry.

        Front-End Merchandise.    Our PJC franchised stores carry a wide variety of front-end merchandise, including over-the-counter medications, personal care products, private label products, as well as consumable, seasonal and promotional items tailored to local consumer tastes and demands for convenience and quality. Our PJC franchised stores also carry an extensive selection of high-quality beauty, cosmetics and fragrance merchandise of a type most often found in the United States in department or specialty stores. In Canada, consumers have traditionally looked to pharmacies rather than specialty or department stores for high-quality cosmetic and beauty products. We hold the exclusive rights for the sale in Canada of the Garraud Paris and Jean d'Estrées Paris lines of French beauty products and the Crema Color from Solfine line of Italian hair coloring. We believe that the selection and quality of such merchandise carried by our PJC franchised stores provides these stores with a competitive advantage relative to other Canadian drugstores, mass merchandisers and food retailers.

        Private Label Products.    Our PJC franchised stores carry approximately 1,800 private label products, including the exclusive cosmetic and beauty products described above. PJC's private label offerings include our Personnelle line of beauty and cosmetic products, which we believe have developed

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a reputation for high quality, as well as over-the-counter medications, personal care products and other front-end products. For the 52 weeks ended August 28, 2004, private label and exclusive brand products accounted for approximately 8.3% of front-end sales at our PJC franchised stores. We intend to continue to promote and expand private label and exclusive brand merchandise offerings at our PJC franchised stores to drive sales of these products.

Marketing and Advertising

        We maintain centralized marketing and advertising programs for our PJC franchised store network. We believe that our PJC franchisees benefit from our strong, recognizable brand name, experienced and professional marketing support, and lower advertising costs resulting from the scale of our operations. We regularly consult our franchisees on product selection and hold five purchasing exhibitions annually, one of which is devoted exclusively to cosmetics.

        The PJC advertising circular is our top promotional vehicle, although we participate regularly in other marketing channels, such as radio, television and local newspapers. These circulars are designed to increase sales of beauty, cosmetic and fragrance products, over-the-counter medications and private label merchandise, to satisfy local tastes and demands and to emphasize our PJC Jean Coutu brand name, the quality of our pharmacy services and our commitment to customer service. We design our marketing efforts and advertising to be targeted and straightforward to facilitate efficient and high-quality in-store execution. We encourage our franchisees to maintain strong in-stock positions for promotional merchandise featured in our circulars, which we believe increases the effectiveness of our advertising expenditures.

        Other PJC marketing initiatives include participation in the AIR MILES® Reward Program. Our PJC franchised stores are the exclusive Quebec drugstore participants in the AIR MILES® Reward Program. Consumers in the AIR MILES® Reward Program earn reward miles in connection with product purchases at retailers in various categories that may be redeemed for over 300 different rewards including travel services, leisure and entertainment, electronics and gift certificates, including gift certificates redeemable at PJC franchised stores. The AIR MILES® Reward Program promotes customer loyalty by encouraging consumers to shop at retailers that are participating sponsors in the AIR MILES® Reward Program rather than all retailers as in the case of airline branded credit cards with mileage benefits.

Purchasing and Distribution

        As a warehouse supplier to our PJC franchised stores, we purchase brand name and generic (non-brand name) prescription drugs from numerous manufacturers and wholesalers. We believe that competitive sources are readily available for substantially all of the prescription drugs and front-end merchandise that we supply to our PJC franchised stores and that the loss of any one supplier would not have a material effect on our business. The largest supplier to our Canadian warehouse and distribution center operations for the 52 weeks ended August 28, 2004 was Pfizer Canada, which accounted for 8.9% of the dollar value of our Canadian warehouse and distribution center supplier volume.

        In our Canadian operations, we utilize a sophisticated data warehouse to track and analyze warehouse inventory levels and selling trends at our PJC franchised stores. We believe this enables us to optimize merchandise levels and product mix in our warehouse and to aid our franchisee purchasing decisions. Approximately 72% of PJC franchised store merchandise is purchased from us and distributed by our own trucks or third party providers from our state-of-the-art distribution center in Longueuil, Quebec. The remainder of PJC franchised store merchandise is purchased by our franchisees from third party suppliers.

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Real Estate

        We have significant Canadian real estate assets. As of August 28, 2004, we owned 166 properties, including all or a portion of 79 strip malls, 10 parcels of undeveloped land and 77 free-standing buildings, most of which house a PJC franchised store. We believe that PJC franchised stores attract other high-quality tenants to our properties because of the consistent retail traffic at our PJC franchised stores. We own and lease to our franchisees 126 of our PJC franchisee locations. All of these leases contain two five-year renewal options and involve fair market value rent increases. In addition, we sublet 195 store locations to other PJC franchisees under non-cancelable leases we have entered into directly with landlords. The leases we have entered into with landlords generally have original terms of 10 years. Our PJC leases with other landlords generally contain two five-year renewal options, and involve fair market value rent increases. We believe that our Canadian real estate assets enable us to ensure that prime locations remain under the PJC banner.

Information Systems

        Our warehouse supplier operations and the operations of our PJC franchised stores are supported by the use of modern technology, including point of sale scanners, that enables in-depth analysis of and quick decision-making with respect to store and warehouse inventory and front-end and pharmacy sales, which enhances the efficiency of our operations and those of our PJC franchisees. For example, through efficient use of information provided by our technology systems, we refine our purchasing operations on an ongoing basis and work with our suppliers to tailor our merchandising. We also work with PJC franchisees to customize their shelf space to customer preferences in an effort to increase sales volumes and gross margins. As part of our strategy to provide franchisees with the best possible information technology services, we established a subsidiary, Rx Information Centre Ltd., which is responsible for the development, installation and management of information systems for our PJC and Brooks store networks, as well as related distribution centers and administrative offices. We intend to expand the responsibility of this unit to the Eckerd stores in the future.

        Rx Information Centre also works to ensure smooth and effective communications between us and the PJC franchised store locations. Rx Information Centre provides on-line reports and statistics regarding service as well as back office management tools. Rx Information Centre maintains a help desk with a goal to provide seven-day support to our PJC franchised stores and Brooks stores. Rx Information Centre also works to make available to our PJC franchised stores new equipment, software updates and training assistance with a goal to act as a one-stop technology source for our PJC franchisees.

        Rx Information Centre is also mandated to promote the ongoing automation of operations in our warehouse and distribution center facilities to optimize transportation and warehousing activities, inventory control, supply chain efficiencies, handling costs inventory movements, as well as forecasting inventory replenishment in support of our goal of just-in-time inventory distribution.

        Rx Information Centre has developed a sophisticated, proprietary pharmacy information and workflow system used in all our PJC franchised stores and Brooks stores. This system is known as Rx Pro in Canada and Brooks Rx Care in the U.S. This system is designed to enable an efficient workflow process that optimizes pharmacy services through fast prescription filling, verification of quality control, reduction in filling errors, reduced chances of adverse drug interaction, examination of workflow data and maximization of the availability of high-demand prescription products. At the customer's request, this system also allows our Canadian customers to utilize any PJC store to refill prescriptions.

Jean Coutu (USA)

        Our United States operations are comprised of 1,888 corporate-operated stores and several distribution centers operating under two banners, Brooks and Eckerd.

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Brooks

General

        Our U.S. operations began in 1987 with one store and grew primarily through acquisitions, including our acquisition of 221 Brooks stores in 1994 and 80 Osco stores in 2002. Today our Brooks operations comprise 336 corporate-operated stores and one modern, high-capacity regional distribution center located in Dayville, Connecticut. As of December 31, Brooks was the second largest retail drugstore chain in New England and had a number one or number two market position in 56% of the New England markets in which it operated. We believe that Brooks has a strong reputation among customers for competitive prices, fast and effective delivery of professional pharmacy services, high-quality beauty and cosmetic product offerings, targeted and extensive seasonal product programs, photo development, private label products, convenient locations and a wide selection of convenience foods and other consumables. Our Brooks banner has been in use for more than 65 years, making it one of the most widely-recognized banners in the New England retail drugstore industry. In 2004, Drug Store News awarded Brooks the "Best Regional Chain of the Past 20 Years" in their Retail Excellence Awards.

        Substantially all our Brooks stores have in-house pharmacies. During the 52 weeks ended August 28, 2004, our Brooks stores filled approximately 23.5 million prescriptions, with an average of approximately 70,600 prescriptions per store. At Brooks during that same period, prescription drugs accounted for approximately 69% of sales and front-end merchandise accounted for approximately 31% of sales. For the fiscal year ended May 31, 2004, our Brooks operations generated revenues of $1.8 billion, EBITDA of $114.7 million and operating income of $83.3 million.

History

        We entered the U.S. market in 1987 when we acquired Ryan's Pharmacy in Springfield, Massachusetts and rebranded the store under the Maxi Drug banner. Since that time, our U.S. operations have been managed by Michel Coutu, Chief Executive Officer of The Jean Coutu Group (PJC) USA, Inc. From the time of the acquisition of our first U.S. store in 1987, our U.S. operations have expanded primarily through further acquisitions. Beginning with our Brooks acquisition in 1994 and prior to the Eckerd Acquisition, we completed two significant acquisitions: the acquisition of 221 Brooks stores and the Brooks trade name in 1994 and the acquisition of 80 Osco stores in 2002. Each of these acquisitions significantly increased the scale of our corporate-operated drugstore network. During that time we have also completed several other smaller acquisitions.

Store Network

        Our typical Brooks stores range in size from 10,000 to 13,500 square feet and are freestanding stores on corner locations or in strip shopping centers in high retail traffic areas. Approximately 53% of our Brooks stores have been either opened, reconfigured, relocated, or remodeled during the last five completed fiscal years, with investments of more than $128 million in the aggregate during that time. Our Brooks stores generally carry between 18,000 and 20,000 front-end products, including approximately 1,200 private label products. The Brooks private label product offerings include beauty and cosmetic products, over-the-counter medications, personal care products and other front-end products.

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        The table below sets forth the states in which our Brooks stores are located.

State	August 28, 2004
Connecticut	47
Maine	6
Massachusetts	166
New Hampshire	37
New York	2
Rhode Island	46
Vermont	32
Total stores	336

        The following table provides a history of our Brooks store openings, acquisitions and closings since the beginning of fiscal 1999.

	Fiscal year ended May 31,						Thirteen weeks ended August 28, 2004
	1999	2000	2001	2002	2003	2004
Number of stores at beginning of period	242	254	252	251	331	332	336
Acquired (1)	11	0	0	80	0	0	0
New (2)	9	4	5	4	4	5	0
Closed or sold	8	6	6	4	3	1	0
Number of stores at end of period	254	252	251	331	332	336	336

(1)

Acquired stores are defined to be stores that were acquired and all existing operations were kept at the same location.

(2)

New stores are defined to be stores that were opened without buying or transferring any prescriptions from other locations.

Merchandising Operations

        Pharmacy.    We believe that it is imperative that our Brooks pharmacists provide high-quality and knowledgeable service and advice to customers. It is our strategy to have our Brooks pharmacists become an integral part of the health care decision making process of our customers. In our Brooks stores we utilize the same sophisticated, proprietary pharmacy information and workflow system to ensure highly professional pharmacy services and patient care that is used in our PJC franchised stores. In our Brooks stores, we have branded this system Brooks Rx Care. We believe that our efforts to continually improve pharmacy services at our Brooks stores contribute to customer loyalty and increased customer store visits.

        Each Brooks pharmacy is staffed with pharmacists, pharmacy technicians and drug clerks in accordance with business needs to ensure accurate and timely service. Each Brooks pharmacy carries a complete line of both brand name and generic prescription drugs. In the 52 weeks ended August 28, 2004, approximately 46% of the prescriptions filled in our Brooks store network were for brand name drugs and approximately 54% of the prescriptions filled were for generic substitutes.

        As part of our ongoing employee development program and as a way to improve customer service, we have applied for and received American Council on Pharmaceutical Education accreditation. Internally, we have also increased our education efforts by retaining two professors from the University of Rhode Island to maintain offices in our pharmacy corporate department and two professors from the Massachusetts College of Pharmacy in two Boston area stores.

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        Front-End Merchandise.    Our Brooks stores carry a wide variety of front-end merchandise, including beauty, cosmetic and fragrance products, over-the-counter medications, personal care products, private label products, as well as consumable, seasonal and promotional items tailored to local consumer tastes and demands for convenience and quality. As part of our strategy to differentiate Brooks from discount stores and supermarkets with respect to front-end merchandise, we are working to enhance our reputation as a source of high-quality beauty, cosmetics and fragrance merchandise. We believe such products represent a significant opportunity for growth in front-end sales. To capitalize on this growth opportunity, we are opening Derma Skincare Centers in several of our Brooks stores. These centers will be stocked with high-quality skincare products including the French skincare brands Vichy Laboratories, Avene and Dermablend. These products generally carry higher margins and are priced at a premium to traditional drugstore cosmetics. We currently have six centers in operation with several additional locations expected to be completed by the end of fiscal 2005. Moreover, we believe we are well positioned to leverage our experience in our PJC franchised stores in merchandising high-quality beauty, cosmetics and fragrance merchandise and to incorporate the best practices used in those stores.

        Private Label Products.    Our Brooks stores carry approximately 1,200 private label products. The Brooks private label, brands include Brooks, Harvard Square and Fidelity. For the 52 weeks ended August 28, 2004 private label products accounted for 9.8% of front-end sales at our Brooks stores. We intend to continue to promote and expand private label product offerings at our Brooks stores to drive sales of this merchandise.

Marketing and Advertising

        Our Brooks advertising and promotion strategy utilizes print, circulars, as well as targeted regional radio and television ads. Circulars are our broadest form of advertising for our Brooks stores, with approximately four million distributed weekly through various channels such as newspaper and magazine inserts. These circulars are designed to increase sales of higher-margin products and to attract customers to what we refer to as the four front-end "quadrants" of our Brooks stores: convenience foods and other convenience items; health products; beauty and cosmetic items; and seasonal and promotional offerings. Further, these circulars are customized to feature beauty and cosmetic products, over-the-counter medications and private label merchandise, to satisfy local tastes and demands and to emphasize the Brooks brand name, the quality of our pharmacy services and our commitment to customer service. We design our marketing efforts and advertising to be targeted and straightforward to facilitate efficient and high-quality in-store execution. We work to maintain strong in-stock positions for promotional merchandise featured in our circulars, which we believe increases the effectiveness of our advertising expenditures.

Purchasing and Distribution

        During the 52 weeks ended August 28, 2004, we purchased approximately 89.7% of the dollar volume of branded prescription drugs for our Brooks store network from a single supplier, McKesson Corporation. Under our contract, McKesson has agreed to supply our Brooks store network with supplies of brand name prescription drugs and we have agreed to minimum purchase levels, which we believe will be easily reached. We purchase generic (non-brand name) prescription drugs from numerous manufacturers and wholesalers. We believe that competitive sources are readily available for substantially all of the brand name and generic prescription drugs and front-end merchandise we carry in our Brooks stores and that the loss of any one supplier would not have a material effect on our business. The largest supplier of front-end merchandise for the 52 weeks ended August 28, 2004, was Procter & Gamble, which accounted for approximately 10.2% of the dollar value of our Brooks front-end inventory purchases.

        Purchasing for our Brooks stores is generally centralized to assure consistency and efficiency. At Brooks, we utilize an advanced data warehouse to track and analyze stock levels and selling trends

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enabling us to optimize merchandise levels and mix. For the 52 weeks ended August 28, 2004, approximately 78.5% of our Brooks front-end merchandise and 82.8% of prescription drugs for our Brooks stores were purchased centrally and distributed, principally by our own trucks, through our Brooks distribution center in Dayville, Connecticut. The remainder of Brooks store merchandise is shipped directly to the Brooks stores or is purchased locally at the store level.

Third-Party Payors

        Mass Health accounted for approximately 10.2% of our pharmacy sales at Brooks for the 52 weeks ended August 28, 2004. No other single health plan contract or other third-party payor accounted for more than 10% of such revenues during the same period. In a typical third-party payment plan, we contract with a third-party payor (such as an insurance company, a prescription benefit management company, a governmental agency, a private employer, a health maintenance organization or other managed care provider) that agrees to pay for all or a portion of a customer's eligible prescription purchases in exchange for reduced prescription rates. State Medicaid programs may set allowable prescription dispensing fees as well as any discount that a pharmacy may apply to a drug. For the 52 weeks ended August 28, 2004, the top five third-party payors in our Brooks store network accounted for approximately 43.2% of Brooks pharmacy sales. Third-party payor prescriptions represented 94.7% of pharmacy sales and 92.8% of the prescriptions filled at our Brooks store network during the 52 weeks ended August 28, 2004. In the ordinary course of business, our Brooks pharmacy operations are subject to audits by third-party payors and may be required to reimburse amounts determined to be overpayments. Any significant loss of third-party payor business, overpayment or dispute over compliance with the terms of a third party payor agreement could have a material adverse effect on our business and results of operations.

Real Estate

        Brooks has significant real estate assets in the markets in which it operates. Our Brooks operations comprise 336 stores and one regional distribution center. Of our 336 Brooks stores, 135 are free standing stores and 88 stores have drive-up windows. Our headquarters are located in Warwick, Rhode Island. We own 104 U.S. properties, including 84 Brooks store locations, our Brooks distribution center and our Brooks corporate headquarters, and we lease the remaining 252 locations under non-cancelable leases, many of which have original terms of 10 to 15 years. In addition to minimum rental payments, which are set at competitive market rates, certain of these leases require additional payments based on sales volume, as well as reimbursement for taxes, maintenance and insurance. Our Brooks leases generally contain at least two five-year renewal options and generally involve fair market value rent increases. We believe that our Brooks real estate assets will enable us to ensure that prime locations remain under the Brooks banner.

Information Systems

        Our Brooks operations are supported by the use of technology, including point of sale scanners, which enable us to perform in-depth analysis of and quick decision-making with respect to inventory and pharmacy and front-end sales, which we believe enhances the efficiency of our Brooks operations. For example, through efficient use of information provided by our technology systems, we refine our purchasing operations and work with our suppliers to tailor our merchandising and customize our shelf space to customer preference in an effort to increase sales volume and gross margins. Our Brooks information technology systems are developed and maintained by Rx Information Centre Ltd., our subsidiary responsible for the development, installation and management of information systems for our Canadian and U.S. stores, distribution centers and administrative offices.

        We utilize in all our Brooks stores the sophisticated, proprietary pharmacy information and workflow system designed by Rx Information Centre and also used in our PJC franchised stores. In our Brooks stores, we have branded this system Brooks Rx Care. This system is designed to enable an

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efficient workflow process that optimizes our pharmacy services through fast prescription filling, verification of quality control, reduction in filling errors, reduced chances of adverse drug interaction, examination of workflow data and maximization of the availability of high-demand prescription products. At the customer's request, this system also allows our Brooks customers to utilize any Brooks store to refill prescriptions.

Eckerd

General

        The Eckerd stores we acquired in the Eckerd Acquisition represented what is referred to as the Northern Operations of Eckerd and comprised the fourth largest retail drugstore chain in North America as of December 31, 2003, with 1,552 corporate-operated stores (as of August 28, 2004) throughout 13 states and several modern, high-capacity regional distribution centers. Our Eckerd stores have significant density in Georgia, New Jersey, New York, North Carolina, Pennsylvania and South Carolina. We believe that Eckerd has a strong reputation among customers for name recognition, convenience and a modern store base. During Eckerd's last three completed fiscal years, there has been an aggregate of approximately $370 million invested in the Eckerd stores and approximately 65% of the Eckerd stores have been opened, reconfigured, relocated, or remodeled. The Eckerd banner, first used in 1898, is one of the longest lasting and strongest in the retail drugstore industry. As of December 31, 2003, Eckerd had a number one or two market position in approximately 60% of the markets in which it operates.

        Substantially all the Eckerd stores have in-house pharmacies. On a 52-week basis for the 53 weeks ended August 28, 2004, our Eckerd stores filled 97 million prescriptions, with an average of approximately 63,000 per store. We believe this large prescription fill volume gives Eckerd significant prescription drug purchasing power. During the 53 weeks ended August 28, 2004, prescription drugs accounted for 71.4% of sales and front-end merchandise accounted for approximately 28.6% of sales. For the 53 weeks ended January 31, 2004 and the 26 weeks ended July 31, 2004, Eckerd generated sales of $7.9 billion and $3.8 billion, adjusted EBITDA of $356.3 million and $143.0 million, and net income of $104.1 million and $17.1 million.

History

        Our Eckerd store chain has a long history in the drugstore industry in the sunbelt and eastern United States extending back to 1898. Eckerd Corporation, or Eckerd was formed in 1985 for the purpose of acquiring the former Jack Eckerd Corporation in a leveraged buyout in April 1986. Eckerd completed its initial public offering in August 1993 and was a public company until J.C. Penney acquired the company for $3.3 billion in 1997. Eckerd increased its store base from 1,593 stores in 1986 to 1,748 stores up to the time of the acquisition by J.C. Penney Corporation, or J.C. Penney. Prior to 1997, J.C. Penney operated approximately 645 drugstores, primarily under the Thrift Drug banner in 12 states in the eastern United States. In addition to acquiring Eckerd in 1997, J.C. Penney acquired Fay's Incorporated in 1996, a chain of 272 drugstores operating principally in New York state. With the combination of the three drugstore chains under the Eckerd banner, TDI Consolidated Corporation, or TDI, significantly expanded its store footprint from primarily a regional drugstore operator across 13 sunbelt states to a large sunbelt and east coast presence with approximately 2,800 stores operated across 24 states.

Store Network

        Typical Eckerd stores range in size from 10,000 to 13,500 square feet and are freestanding stores on corner locations or located in strip shopping centers in high retail traffic areas. During Eckerd's last three completed fiscal years, there has been approximately $370 million invested in our Eckerd stores and approximately 65% of our Eckerd stores have either been opened, reconfigured, relocated or

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remodeled. Our Eckerd stores generally carry between 18,000 and 25,000 front-end products, including approximately 2,000 private label products. Our Eckerd private label offerings include beauty and cosmetic products, over-the-counter medications, personal care products and other front-end products.

        The table sets forth below the states in which our Eckerd stores are located.

State	Number of stores as of August 28, 2004
Connecticut	6
Delaware	22
Georgia	198
Maryland	20
New Jersey	147
New York	367
North Carolina	251
Ohio	1
Pennsylvania	294
South Carolina	109
Tennessee	48
Virginia	87
West Virginia	2
Total stores	1,552

Merchandising Operations

        Pharmacy.    Substantially all of our Eckerd stores have in-house pharmacies. As is the case with pharmacists under all our banners, we believe that it is imperative that Eckerd pharmacists provide high-quality and knowledgeable service and advice to customers. We will apply to our Eckerd stores our strategy to have our pharmacists become an integral part of the health care decision making process of our customers. We will also work to continually improve pharmacy services at these Eckerd stores to contribute to customer loyalty and increased customer store visits. During the next few years, we also intend to utilize in our Eckerd stores the same sophisticated, proprietary pharmacy information and workflow system to ensure the same highly professional pharmacy services and patient care that is used in our PJC and Brooks stores.

        Each Eckerd pharmacy is staffed with pharmacists, pharmacy technicians and drug clerks in accordance with business needs to ensure accurate and timely service. Each Eckerd pharmacy carries a complete line of both brand name and generic prescription drugs. During the 53 weeks ended August 28, 2004, approximately 52% of the prescriptions filled in our Eckerd stores were for brand name drugs and 48% of the prescriptions filled were for generic substitutes.

        Front-End Merchandise.    Our Eckerd stores carry a wide variety of front-end merchandise, including beauty, cosmetic and fragrance products, over-the-counter medications, personal care products and private label products, as well as consumable, seasonal and promotional items tailored to local consumer tastes and demands for convenience and quality. The front-end merchandise carried at our Eckerd stores is very similar to that carried at our Brooks stores. We believe that Eckerd's convenient locations and modernized store base hold the potential for increased customer traffic, providing an opportunity to increase sales of front-end merchandise. We intend to apply the front-end merchandising practices used in our Brooks store network to improve Eckerd's inventory and product categories in order to offer a more targeted mix of products and services to our customers, including better management and distribution of seasonal items. We also intend to increase the focus in our Eckerd store network on higher-margin front-end products, such as beauty and cosmetic products,

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over-the-counter medications and private label products, while moving away from promotions of low margin consumables.

        Private Label.    Our Eckerd stores carry approximately 2,000 private label products. Our Eckerd private label brands include Eckerd and several other proprietary private label brands. For the 53 weeks ended August 28, 2004, private label products account for approximately 7.9% of front-end sales at our Eckerd stores. We intend to focus significant marketing efforts to enhance the reputation of the private label products available at our Eckerd stores to drive sales of those higher-margin products.

Marketing and Advertising

        Eckerd has in the past used an advertising strategy with multiple significant channels, including newspaper advertising (including stand-alone circulars and advertisements within a newspaper itself, known as run-of-press) and coupon books, in addition to traditional weekly advertising circulars. We believe that significant use of multiple channel advertising can confuse consumers and thereby reduce the effectiveness of weekly advertising circulars, which we believe is our most important advertising channel. We intend to concentrate Eckerd's advertising practices to be more comparable to our current Brooks advertising practices by eliminating or vastly reducing relatively expensive advertising, such as coupon books and run-of-press and focusing on less expensive circular advertising. At Eckerd, we also intend to de-emphasize promotions that target high-volume low-margin consumables. We believe that such consumables promotions do not significantly increase sales of other higher-margin front-end products, lead to repeat sales or promote customer loyalty, while at the same time they result in decreased overall operating margins. We intend to target our Eckerd marketing strategy to increase sales of higher-margin products, such as beauty and cosmetic products, over-the-counter medications and private label products, to satisfy local tastes and demands and to emphasize our Eckerd brand name, the quality of our pharmacy services and our commitment to customer service.

Purchasing and Distribution

        During the 53 weeks ended August 28, 2004, approximately 45% and 2.5% of the dollar volume of branded prescription drug purchases for our Eckerd store network was purchased from McKesson Corporation and Cardinal Health, Inc., respectively. Under their contracts with TDI, McKesson and Cardinal Health have each agreed to supply a portion of the TDI operations with supplies of brand name prescription drugs. Eckerd purchases generic (non-brand name) prescription drugs from numerous manufacturers and wholesalers. We believe that competitive sources are readily available for substantially all of the brand name and generic prescription drugs and front-end merchandise carried in our Eckerd stores and that the loss of any one supplier would not have a material effect on Eckerd. The largest supplier of Eckerd front-end merchandise for the 53 weeks ended August 28, 2004 was Procter & Gamble, which accounted for approximately 8.8% of the dollar value of Eckerd front-end inventory purchases.

        Purchasing for our Eckerd stores is generally centralized to assure consistency and efficiency. Eckerd utilizes a data warehouse to track and analyze stock levels and selling trends to enable optimization of merchandise levels and mix. During the 53 weeks ended August 28, 2004, approximately 74.2% of our Eckerd front-end merchandise and approximately 93% of the prescription drugs for our Eckerd stores was purchased centrally and distributed, principally by Eckerd trucks, through one of our Eckerd regional distribution centers. The remainder of our Eckerd store merchandise was shipped directly to our Eckerd stores or purchased locally at the store level.

Third-Party Payors

        PAID Prescriptions, L.L.C., Caremark Rx, Inc. and Express Scripts, Inc. accounted for approximately 19.3%, 17% and 12.6%, respectively, of Eckerd's pharmacy sales for the 53 weeks ended August 28, 2004. No other single health plan contract or other third-party payor accounted for more

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than 10% of such revenues during the same period. In a typical third-party payment plan, we contract with a third-party payor (such as an insurance company, a prescription benefit management company, a governmental agency, a private employer, a health maintenance organization or other managed care provider) that agrees to pay for all or a portion of a customer's eligible prescription purchases in exchange for reduced prescription rates. State Medicaid programs may set allowable prescription dispensing fees as well as any discount that a pharmacy may apply to a drug. For the 53 weeks ended August 28, 2004, the top five Eckerd third-party payors accounted for approximately 57.1% of Eckerd pharmacy sales. Third-party payor prescriptions represented approximately 94.5% of pharmacy sales and approximately 92.2% of the prescriptions filled in our Eckerd store network during the 53 weeks ended August 28, 2004. In the ordinary course of business, our Eckerd pharmacy operations are subject to audits by third-party payors and may be required to reimburse amounts determined to be overpayments. Any significant loss of third-party payor business, overpayment or dispute over compliance with the terms of a third party payor agreement could have a material adverse effect on our business and results of operations.

Real Estate

        Our Eckerd operations comprised 1,552 stores, 6 regional distribution centers, 26 local or regional offices and one corporate headquarters as of August 28, 2004. Of the 1,552 Eckerd stores, approximately 795 are free standing stores and approximately 715 stores have drive-up windows. Our Eckerd headquarters is located in Largo, Florida. We plan to close our Largo facility in the next several months and relocate and consolidate our Eckerd headquarters with our Brooks headquarters in Warwick, Rhode Island. Our Eckerd stores, four distribution centers and 23 local or regional office locations are generally subject to non-cancelable leases with terms of 20 years. In addition to minimum rental payments, which are set at competitive market rates, certain of these leases require additional payments based on sales volume, as well as reimbursement for taxes, maintenance and insurance. Most of our Eckerd leases contain renewal options, some of which involve fair market value rent increases.

Information Systems

        All of our Eckerd stores utilize a variety of information systems, including point-of sale scanners that allows us to track store performance, identify slow-moving inventory, uncover customer preferences and efficiently adjust product assortment. We intend to evaluate the capabilities and effectiveness of the acquired Eckerd information systems for purposes of integrating such systems with our existing Brooks systems. Over the next few years, we intend to review Eckerd's information systems to determine the interoperability of the acquired Eckerd systems with our Brooks systems and convert those systems that we believe could be operated more efficiently and cost effectively by our Brooks systems.

Competition

        Our PJC, Brooks and Eckerd stores compete with local, regional and national companies, including other drugstore chains and banner groups, independently-owned drugstores, supermarkets, mass merchandisers and discount stores. We primarily compete with national drugstore chains, such as Shoppers Drug Mart in Canada and Walgreens and CVS in the United States, but also increasingly face competition from supermarkets and mass merchandisers, such as Wal-Mart and Target, who have expanded their offerings to include pharmacy products and services. We also face increasing competition from internet-based providers, mail order pharmacies and, in the U.S., re-importation of prescription drugs. See "Risk Factors—Risks Relating to Our Company—The industry in which we operate is very competitive and further increases in competition could materially and adversely affect us".

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        Chain drugstores remain the main channel for prescription drug sales and have increased their share of prescription sales at the expense of the independently-owned drugstores, which have difficulty competing with chain drugstores on the pricing of front-end merchandise. Another major factor for the competitiveness of chain drugstores is the convenience of chain drugstore locations. According to a 2004 National Association of Chain Drug Stores Foundation Survey, 68% of consumers identified convenience as the prime reason they choose a particular pharmacy. The chart below shows a breakdown of total U.S. prescriptions by sales channel for 1992 to 2002 and the continued growth of sales by chain drugstores.

(1)

CAGR means compounded annual growth rate.

Source: IMS Health and National Association of Chain Drug Stores Economics Department.

Trademarks and Trade Names

        Our rights to our trademarks and trade names are the most important factor in marketing our stores and private label products. We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business including, but not limited to, "Brooks", "Brooks Rx Care", "Eckerd", "Ecker(x)d" and "Genovese" in the United States; "Personnelle", "PJC", "PJC Jean Coutu" and "PJC Clinique" in Canada; and "Rx Pro" in the provinces of Quebec and New Brunswick. Each trademark, trade name or service mark by any other company appearing in this prospectus belongs to its holder.

Regulation

        Medicare, Medicaid and Other Governmental Programs.    The U.S. Medicare and Medicaid programs were established in 1965. Medicare provides certain benefits that are defined by statute and regulation to qualified individuals, including individuals over the age of 65 and certain disabled individuals. Medicaid is a program funded by both the U.S. federal and state governments, and it provides benefits to certain eligible low-income individuals and families. Retail pharmacies operate under complex regulatory and legal requirements arising out of Medicare, Medicaid, and other U.S. federal healthcare

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programs. For the 52 weeks ended August 28, 2004, less than 0.3% of Brooks' net revenue was derived from Medicare and approximately 19.6% was derived from Medicaid and for the 53 weeks ended August 28, 2004 Eckerd received approximately 0.1% of its revenue from Medicare and approximately 11.0% from Medicaid. Because Eckerd and Brooks obtain reimbursement from U.S. federal and state healthcare programs, we are vulnerable not only to changes in reimbursement driven by legislative or regulatory reform, but also to liability if we fail to comply with the complex regulatory and statutory requirements that accompany federal and state reimbursements.

        False Claims Laws.    The U.S. Civil False Claims Act, or the FCA, prohibits, among other things, the knowing or reckless submission of false or fraudulent claims for payment by the U.S. federal government. Violations can give rise to treble damages and civil penalties of up to $11,000 for each false claim. Moreover, the FCA permits private individuals to file a civil lawsuit under seal on behalf of the U.S. federal government. The U.S. federal government rewards such suits by paying private litigants up to 30% of any sums recovered on behalf of the U.S. federal government. Some U.S. federal courts have held that FCA liability may be premised on claims that are otherwise accurate but were submitted when the underlying product or service was delivered in violation of other laws or regulations, including the Medicare anti-kickback statute. A number of states, including states in which we operate, have enacted state false claims laws or are considering legislation modeled on the FCA. The submission of false claims to U.S. federal or state programs can also result in criminal or administrative sanctions, such as exclusion from participation in Medicare and Medicaid. Because Medicare and Medicaid program requirements are complex and subject to varying interpretations, we may bill in error, and such claims for reimbursement may be treated as false claims by the enforcing agency or a private litigant.

        Anti-Kickback Laws.    The U.S. federal anti-kickback statute broadly prohibits any bribe, rebate, kickback, or remuneration in exchange for referral of patients, products or services that will be paid for under federal healthcare programs. Violations can give rise to liability for civil, criminal and administrative sanctions, including exclusion from participation in Medicare and Medicaid. Statutory and regulatory exceptions permit some conduct that would otherwise fall within the broad scope of the anti-kickback statute prohibitions, but these exceptions and safe harbors are subject to varying interpretations and many aspects of the anti-kickback statute and regulations have not been tested in the courts. False claims actions alleging violations of the anti-kickback statute have resulted in the payment of large criminal and civil penalties by entities including pharmaceutical manufacturers. Our Canadian operations are subject to similar restrictions and obligations. Some states have also enacted anti-kickback statutes that are modeled to varying degrees on the federal law.

        We attempt to assure that our relationships with potential referral sources, vendors and other entities comply with healthcare laws, including U.S. federal and state anti-kickback statutes. However, compliance guidance published for the pharmaceutical industry by the Department of Health and Human Services—Office of Inspector General in April 2003 acknowledges that many common business practices may implicate the anti-kickback statute. We cannot assure you that a government enforcement agency, private litigant or court will not interpret our business relations to violate the U.S. federal or state anti- kickback statutes.

        Federal and State Privacy Protections.    Our U.S. pharmacy business is subject to patient privacy and other obligations imposed by the U.S. Health Insurance Portability and Accountability Act, or HIPAA. As a result, we are required to maintain privacy and security standards, train our associates on the permitted uses and disclosures of protected health information, provide a notice of privacy practice to our pharmacy customers and permit pharmacy customers to access and amend their records and receive an accounting of disclosures of protected health information. Our Canadian operations are subject to similar restrictions and obligations. Failure to properly adhere to these requirements could result in the imposition of substantial civil and criminal penalties. Violations of federal, state, provincial or common

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law privacy protections can also give rise to remedies that may include damages, penalties and injunctive relief.

        Other Healthcare Laws.    HIPAA also created two new healthcare criminal laws which prohibit "Health Care Fraud" and "Health Care False Statements". The Health Care Fraud statute prohibits the knowing and willful execution of a scheme to defraud any healthcare benefit program. Healthcare benefit programs are defined under this statute to include not only U.S. federal and state healthcare programs, but also private, non-governmental plans. The Health Care False Statements statute prohibits the knowing and willful concealment of a material fact or making of a materially false statement in connection with the delivery of or payment for healthcare benefits, items, or services. Violations of the Health Care Fraud and Health Care False Statements laws are felonies that may be punished with fines and/or imprisonment.

        If we are convicted, plead guilty to, or enter a plea of no contest to some categories of criminal conduct, certain licenses and government contracts material to our operations, such as Medicaid plan reimbursement agreements, may be revoked, which would have a material adverse effect on our results of operations and financial condition. In addition, substantial penalties, damages, exclusion from participation in governmental programs or other monetary remedies assessed against us could also have a material adverse effect on our results of operations, financial condition and cash flows.

        In the United States, we have a number of managed care payor contracts pursuant to which a provider of prescription drugs for patients covered by the managed care payor. "Freedom of choice" state statutes, pursuant to which all pharmacies in the state would be entitled to be a provider under such a contract notwithstanding what the contract may state, have been enacted in certain states, including, Delaware, Georgia, Maryland, New Jersey, North Carolina, South Carolina and Tennessee, and may be enacted in others. Although such statutes may adversely affect certain of our managed care contracts, they may also provide us with opportunities regarding additional managed care contracts.

        All of our franchisees and corporate-operated stores are required to be licensed by the appropriate state or provincial boards of pharmacy. Depending upon the specific requirements of each applicable state or provincial pharmacy board, our Eckerd stores could be subject to additional review and approval requirements for individual pharmacies if the Eckerd Acquisition is deemed a change of ownership, control or management of a particular licensed pharmacy or pharmacies. Our U.S. drugstores and distribution centers are also registered with the U.S. Drug Enforcement Agency and our Canadian warehouse distribution center is registered with Health Canada. Our stores that sell beer and wine are subject to various state and local alcoholic beverage licensing requirements, and, depending upon specific state and local requirements, the license of a store that sells beer and wine that is part of the Eckerd Acquisition may be subject to local license review and approval requirements. None of our Canadian stores sell alcoholic beverages. By virtue of these license and registration requirements, we and our franchisees are obligated to observe certain rules and regulations, and a violation of such rules and regulations could result in fines and/or a suspension or revocation of a license or registration.

        Employees.    We are also subject to laws governing our relationship with employees, including minimum wage requirements, overtime and working conditions. Increases in the federal, state or provincial minimum wage rate, associate benefit costs or other costs related to employees could adversely affect our results of operations.

        Environment, Health and Safety.    We will own or lease more than 2,000 sites in the eastern United States and Canada. These sites include our stores, distribution centers and other properties. In connection with the ownership and operation of these sites, we are subject to laws and regulations relating to the protection of the environment and health and safety matters, including those governing exposure to, and the management and disposal of, hazardous substances, as well as the investigation and remediation of contaminated sites. Under certain of these laws and regulations, we may be liable

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for the clean-up of contamination without regard to whether we knew of, or caused, the contamination. In addition, we may be subject to claims alleging injury from exposure to hazardous substances.

        Legislative Proposals.    Debate has been ongoing with the Quebec government regarding the Quebec requirement that only pharmacists are permitted to own a pharmacy. Moreover, an increasing number of legislative proposals have been introduced or proposed, in recent years, in the U.S. Congress and in some state legislatures affecting the industry, including with respect to the importation of prescription drugs from Canada. All of these proposed changes could effect major changes in the health care system and reimbursement levels, either nationally or at the state level. We cannot predict whether any federal, provincial, or state health care reform legislation will eventually be passed, and if so, the impact thereof on our financial position or results of operations. Health care reform, if implemented, could adversely affect the pricing of prescription drugs or the amount of reimbursement from governmental agencies and managed care payors, and consequently could be adverse to us. However, to the extent health care reform expands the number of persons receiving health care benefits covering the purchase of prescription drugs, it may also result in increased purchases of such drugs and could thereby have a favorable impact on both us and the retail drugstore industry in general. Nevertheless, there can be no assurance that any future federal, state or provincial health care reform legislation will not materially adversely affect us or the retail drugstore industry generally.

Legal Proceedings

        In the ordinary course of business, we are a defendant in a number of legal proceedings, suits and claims common to companies engaged in retail drugstore businesses. The majority of these cases are brought by individual plaintiffs and are not considered by us to be material. Our U.S. operations are also involved in litigation and other proceedings with some state agencies regarding alleged noncompliance with state Medicaid program requirements, the outcomes of which are not determinable at this time. In Massachusetts, for example, the state alleges that it is entitled to reimbursement for certain amounts paid on behalf of individuals who qualify for both Medicare and Medicaid. Although management believes that in the aggregate our potential exposure in these state actions is not likely to be material, management cannot assure you that we will prevail or that our potential exposure in these matters will not have a material adverse effect on our business.

        In addition, our Eckerd stores are subject to continuing obligations relating to the five-year corporate integrity agreement with the Department of Health & Human Services—Office of the Inspector General entered into in 2002 by Eckerd in connection with the settlement of allegations that Eckerd had filed false claims with U.S. federal health programs by partially filling prescriptions and billing the programs for the full prescriptions.

        The stock purchase agreement for the Eckerd Acquisition provides that J.C. Penney will indemnify us for, among other things, damages arising out of or relating to noncompliance prior to the closing date with the five-year corporate integrity agreement, taxes imposed on the acquired entities and their subsidiaries arising in or relating to periods ending on or prior to the closing, environmental liabilities arising in or relating to periods ending on or prior to the closing, damages resulting from existing proceedings under the U.S. Fair Labor Standards Act of 1938 and any breach of any of its covenants under the stock purchase agreement and for any liabilities, including without limitation funding liabilities, with respect to any benefit plan maintained for TDI employees or its subsidiaries.

        In connection with the Eckerd Acquisition, J.C. Penney has agreed in the stock purchase agreement to indemnify us up to a maximum of $350.0 million from and against certain claims, losses, damages and costs attributable to breaches of certain representations and warranties made by it or any of its affiliates in the stock purchase agreement, subject to negotiated deductible thresholds.

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        On January 14, 2004 the U.S. House of Representatives Committee on Energy and Commerce, or the Committee, served five of the largest retail pharmacies in the United States, including Eckerd, with a request for documents relating to pharmaceutical reimbursements and rebates. Eckerd provided the Committee with responsive documents in April 2004. Neither we nor Eckerd has been accused by the Committee of any wrongdoing in connection with this investigation. However, we cannot assure you that future developments relating to this investigation or other pharmaceutical pricing investigations being conducted by the federal government will not have a material adverse effect on our business.

Employees

Canada

        As of August 28, 2004, our Canadian operations (including our two main subsidiaries Rx Information Center Ltd. and Services Sécurivol Inc.) had 1,046 employees, of which 408 were employed in our warehouse operations and 638 were employed in corporate-level administrative positions. We believe that overall employee relations are good. Of these employees, 404 were unionized, all of whom are employed at our distribution center in Longueuil, and are members of the Syndicat des travailleuses et travailleurs de PJC entrepôt-CSN. From November 22, 2002 to January 18, 2003, operations at the distribution center were disrupted by a labor dispute, which ended with the negotiation of a renewal of our collective bargaining agreement with this union through December 31, 2005. As of August 28, 2004, our PJC franchised stores had 13,015 employees in the aggregate, 34 of whom were unionized, all in one store.

United States

        As of August 28, 2004, our Brooks and Eckerd operations had approximately 47,101 employees, of which 45,738 were employed in our stores or our distribution centers and 1,363 were employed in corporate-level administrative positions. We believe that overall employee relations are good. None of our U.S. employees are represented by unions.

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MANAGEMENT

Executive Officers and Directors

        The following table, together with accompanying text, sets forth as of October 31, 2004 the name, age and position of all of our current directors and executive officers.

Name	Age	Position
Jean Coutu	77	Chairman of the Board
François Jean Coutu	49	Director, President and Chief Executive Officer
Michel Coutu	50	Director and President and Chief Executive Officer of The Jean Coutu Group (PJC) USA, Inc.
William Welsh	56	Executive Vice President and Chief Operating Officer of The Jean Coutu Group (PJC) USA, Inc.
André Belzile	43	Senior Vice President, Finance and Corporate Affairs
Alain Lafortune	53	Senior Vice President, Purchasing and Marketing
Normand Messier	57	Senior Vice President, Network Exploitation
Randy Wyrofsky	47	Senior Vice President of Finance and Chief Financial Officer of The Jean Coutu Group (PJC) USA, Inc.
David Morocco	63	Chief Marketing Officer of The Jean Coutu Group (PJC) USA, Inc.
Lise Bastarache	40	Director
Louis Coutu	52	Director
Marie-Josée Coutu	44	Director
Sylvie Coutu	41	Director
L. Denis Desautels	61	Director
Marcel Dutil	62	Director
Nicolle Forget	63	Director
Claire Léger	61	Director
Pierre Legault	44	Director
Yvon Martineau	58	Director and Vice Chairman of the Board
Érik Péladeau	49	Director
Roseann Runte	56	Director
Dennis Wood	65	Director

        Jean Coutu has served as our Chairman of the Board since he founded the Company in 1969. Mr. Coutu served as our President and Chief Executive Officer from our founding to 1992. Mr. Coutu served as Chief Executive Officer From 1992 to 2002. Mr. Coutu is the father of François Jean Coutu, Louis Coutu, Michel Coutu, Marie-Josée Coutu and Sylvie Coutu.

        François Jean Coutu has served as our President and Chief Executive Officer since 2002. Prior to that time, Mr. François Coutu served as our President and Chief Operating Officer from 1992 to 2002 and has been a director since 1985. Mr. François Coutu is the son of Jean Coutu and the brother of Louis Coutu, Michel Coutu, Marie-Josée Coutu and Sylvie Coutu.

        Michel Coutu has served as the President and Chief Executive Officer of The Jean Coutu Group (PJC) USA, Inc. since 1986. Mr. Coutu has been a director since 1985. Mr. Michel Coutu is the son of Jean Coutu and the brother of François Jean Coutu, Louis Coutu, Marie-Josée Coutu and Sylvie Coutu.

        William Welsh has served as the Executive Vice President, Finance and Chief Operating Officer of The Jean Coutu Group (PJC) USA, Inc. since 1995. Prior to that time, Mr. Welsh served as Vice President of Operations of The Jean Coutu Group (PJC) USA, Inc. from 1994 to 1995.

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        André Belzile has served as our Senior Vice President, Finance and Corporate Affairs since May 2004. Prior to that time, Mr. Belzile served as Vice President and Chief Financial Officer of Cascades Inc. He also served as Vice President and Chief Financial Officer of Norampac on an interim basis pursuant to a management agreement with Cascades Inc. until 2001. Mr. Belzile is also a member of the Board of Directors of NB Capital Corporation.

        Alain Lafortune has served as our Senior Vice President, Purchasing and Marketing since February 2004. Prior to that time, Mr. Lafortune served as our Vice President, Purchasing, Merchandising and Advertising from 1993 to 2004.

        Normand Messier has served as our Senior Vice President, Network Exploitation since February 2004. Prior to that time, Mr. Messier served as our Vice President, Real Estate since 2001. From 1984 to 2001, Mr. Messier worked at one of our PJC franchisees.

        Randy Wyrofsky has served as the Senior Vice President of Finance and Chief Financial Officer of The Jean Coutu Group (PJC) USA, Inc. since 1995. Prior to that time, Mr. Wyrofsky served as Vice President of Finance and Chief Financial Officer of The Jean Coutu Group (PJC) USA, Inc. from 1991 to 1995.

        David Morocco has served as the Chief Marketing Officer of The Jean Coutu Group (PJC) USA, Inc. since 1995. Prior to that time, Mr. Morocco served as Vice President of Marketing of The Jean Coutu Group (PJC) USA, Inc. from 1994 to 1995.

        Lise Bastarache has served as a director since 2003. Ms. Bastarache is currently the Regional Vice President, Private Banking Quebec and Atlantic for RBC Financial Group. Ms. Bastarache has also served as Analyst in Commercial Markets and a Deputy Chief Economist for RBC Financial Group during the past five years.

        Louis Coutu has served as a director since 1985. Mr. Louis Coutu has been our Vice President of Commercial Policies since 1997. Mr. Louis Coutu is the son of Jean Coutu and the brother of François Jean Coutu, Michel Coutu, Marie-Josée Coutu and Sylvie Coutu.

        Marie-Josée Coutu has served as a director since 1997. Ms. Coutu is currently the President of Fondation Marcelle et Jean Coutu, a position she has held since 1990. Ms. Coutu is the daughter of Jean Coutu and the sister of François Jean Coutu, Louis Coutu, Michel Coutu and Sylvie Coutu.

        Sylvie Coutu has served as a director since 1997. Ms. Sylvie Coutu is currently the President of Sylvie Coutu Design, a position she has held since 1992. Ms. Sylvie Coutu is the daughter of Jean Coutu and the sister of François Jean Coutu, Louis Coutu, Michel Coutu and Marie-Josée Coutu.

        L. Denis Desautels has served as a director since 2003. Mr. Desautels served as Auditor General of Canada until 2001 and is currently Executive-in-Residence at the School of Management at the University of Ottawa. Mr. Desautels is also a member of the Board of Directors of Alcan Inc., Laurentian Bank of Canada and Bombardier Inc.

        Marcel Dutil has served as a director since 1995. Mr. Dutil is currently the Chairman of the Board and Chief Executive Officer of The Canam Manac Group Inc., a position he has held since 2003. Prior to that time, Mr. Dutil served as Chairman of the Board, President and Chief Executive Officer of The Canam Manac Group Inc. Mr. Dutil serves as a member of the Board of Directors of National Bank of Canada, MAAX Inc. and Total Containment Inc.

        Nicolle Forget has served as a director since 1993. Ms. Forget is a member of the Board of Directors of Gaz Metro Inc. In 2001, Ms. Forget served as Vice President of the transition committee of the City of Longueuil, Canada.

        Pierre Legault has served as a director since August 2004. Mr. Legault is currently Senior Vice-President and Chief Financial Officer of Aventis Inc., a position he has held since 2000.

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Mr. Legault served as Senior Vice-President Finance and Treasury—Global of Hoechst Marion Roussel in Frankfurt, Germany from 1999 through 2000.

        Claire Léger has served as a director since 1992. Ms. Léger is currently the Chairman of the Board of St-Hubert Group Inc., a position she has held since 1999. Prior to that time, she served as Vice-Chairman of St-Hubert Group Inc.

        Yvon Martineau has served as a director since 1985 and is currently the Vice-Chairman of our Board. Mr. Martineau is a Senior Partner at the law firm of Fasken Martineau DuMoulin LLP, a position he has held since 1993. Mr. Martineau also sits on the Board of Directors of The Canam Manac Group Inc.

        Érik Péladeau has served as a director since 1993. Mr. Péladeau serves as Chairman of the Board of Directors of Quebecor Media Inc., a position he has held since March 2004. Mr. Péladeau serves as Vice-Chairman of the Board of Directors of Quebecor World Inc., a position he has held since 2001. Mr. Péladeau also serves as Chairman of the Board of Directors of Communications Quebecor Inc., a position he has held since 1997. Mr. Péladeau had served as Vice-Chairman of the Board of Directors and Senior Executive Vice President of Quebecor World Inc. from 2001 to March 2004.

        Dr. Roseann Runte has served as a director since October 2004. Dr. Runte is President of Old Dominion University in Norfolk, Virginia. Between 1994 and 2001 she was President and Vice Chancellor, Victoria University. She is also an Associate to the Council of the Royal College of Physicians and Surgeons of Canada, a board member of the National Bank of Canada, and a member of the executive committee of the Club of Rome.

        Dennis Wood has served as a director since April 2004. Mr. Wood is currently Chairman, President and Chief Executive Officer of Dennis Wood Holdings Inc., a position he has held since 2001. Mr. Wood previously served as President of C-MAC Industries Inc. from 1992 to 2001. Mr. Wood also serves on the Board of Directors of Evolved Digital Systems Inc., Le Groupe Bocenor inc., MAAX Inc., National Bank Trust and Transat A.T. inc.

Executive Committee

        François Jean Coutu is the President of our Executive Committee and Jean Coutu, Michel Coutu, Érik Péladeau and Dennis Wood are members of the committee. Our Executive Committee meets at least once a year, and more often as required, to analyze the strategic plan and direction of our company. The Executive Committee has the authority to deal with certain matters of immediate concern that could impact our operations.

Audit Committee

        Denis Desautels is the President of our Audit Committee and Lise Bastarache, Marcel Dutil, Pierre Legault, Claire Léger, and Dennis Wood are members of the committee. Our Audit Committee meets at least five times a year to analyze our quarterly and annual financial statements, in addition to the budget and other auditing and accounting matters. The Audit Committee recommends to the Board of Directors the approval of our financial statements. Our Audit Committee regularly evaluates our internal controls and our information management systems.

        Our Audit Committee also checks with our management to confirm that the annual recommendations made by our auditors each year are acted upon and that corrective measures are adopted, when so required by our management. For this purpose, three members of our management team as well as one member of our auditing firm attend all the meetings of our Audit Committee and answer the numerous questions asked by the members of our Audit Committee.

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Brooks Liaison and Strategic Planning Committee

        Dennis Wood is the President of our Brooks Liaison and Strategic Planning Committee and Louis Coutu, Marie-Josée Coutu, Marcel Dutil, Pierre Legault, Yvon Martineau and Roseann Runte are members of the committee. Our Brooks Liaison Committee meets once every quarter. Our Brooks Liaison Committee oversees the activities of our U.S. subsidiary, The Jean Coutu Group (PJC) USA, Inc., and receives a report of the management team of this subsidiary regarding its financial, marketing and operational performance. Based on this report, our Brooks Liaison Committee makes recommendations to our Board of Directors regarding the strategic direction of The Jean Coutu Group (PJC) USA, Inc. All of the meetings of our Brooks Liaison Committee are held in the presence of three senior executives of The Jean Coutu Group (PJC) USA, Inc.

Corporate Governance Committee

        Yvon Martineau is the President of our Corporate Governance Committee and Lise Batarache, Marie-Josée Coutu, Denis Desautels and Nicolle Forget are members of the committee. Our Corporate Governance Committee has the broad responsibility for reviewing corporate governance practices observed within the Company (including Board practices and performance) and for making recommendations with respect to such matters to our Board of Directors. Our Corporate Governance Committee oversees the nomination process to our Board of Directors. Our Corporate Governance committee reviews and evaluates compliance with corporate governance policy required by the Toronto Stock Exchange and applicable security commissions.

Human Resources Committee

        Nicolle Forget is the President of our Human Resources Committee. Sylvie Coutu, Claire Léger, Yvon Martineau, Érik Péladeau and Roseann Runte are members of the committee. Our Human Resources Committee examines the policies established by our human resources department in dealing with such matters as salaries, including director compensation, fringe benefits, employee retirement plans and succession planning. Our Human Resources Committee may also make recommendations to our Board of Directors regarding these matters. Moreover, the Board of Directors determines the remuneration of the President and Chief Executive Officer taking into account the recommendations of the Human Resources Committee.

Director Compensation

Monetary Compensation

        Each director receives an annual compensation of CDN$15,000 and an additional CDN$2,000 annually for serving as a member of one of the committees of our Board of Directors, except the chair of each committee who receives an additional CDN$4,000 per year. In addition, each director receives an additional fee of CDN$1,500 for each meeting of the Board of Directors or committee that each director attends and a fee of CDN$750 for each telephone meeting.

Deferred Stock Unit Plan

        On December 1, 2000, we implemented a Deferred Stock Unit Plan, referred to as the Plan, for our directors who are not our executives. Participation in the Plan is entirely optional. The Plan allows directors who are eligible and elect to participate to receive up to 100% of their total compensation in phantom share units, which we keep in book-entry form for the benefit of the director. The value of a phantom share unit is calculated on the basis of the average weighted price of the Class A Subordinate Voting Shares on the Toronto Stock Exchange during the last five days of trading prior to the end of each fiscal quarter. Upon payment of a dividend, additional phantom share units are credited to the account of the director based on the amount of the dividend that would have been paid out to a director as if the phantom share units were actual shares. The phantom share units are credited to the participating director's account on the last day of the fiscal quarter. These phantom share units are

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converted to cash upon the directors' termination of service on the Board of Directors, regardless of the reason, based on the value of the phantom share units at that time. No shares are purchased or issued by us on behalf of our directors while the Plan is in effect or following the departure of any director.

Compensation of Executive Officers

        The following tables set forth information concerning the annual and long-term compensation for services rendered in all capacities to The Jean Coutu Group (PJC) Inc. for each of the last three fiscal years ended May 31, 2002, 2003 and 2004 for the President and Chief Executive Officer and the Chief Financial Officer of The Jean Coutu Group (PJC) Inc. and its three other most highly compensated executive officers (the "Named Executive Officers") as at May 31, 2004:

		Annual Compensation					Long-Term Compensation
Name and Principal Position (1)		Salary			Bonus		Securities Underlying Options (2)(#)
Jean Coutu Chairman of the Board
	2004		CDN$405,000			—	—
	2003		405,000			—	—
	2002		378,000			—	—
François Jean Coutu President and Chief Executive Officer
	2004		CDN$601,965			CDN$475,553	—
	2003		596,177			578,119	—
	2002		575,101			578,485	—
Michel Coutu President and Chief Executive Officer of The Jean Coutu Group (PJC) USA, Inc.
	2004		$536,923			$412,000	—
	2003		563,075			345,000	—
	2002		512,112			267,630	—
Yvon Béchard (3) Senior Executive Vice President
	2004		CDN$396,435			CDN$373,655	38,600
	2003		312,285			312,288	36,100
	2002		301,244			299,578	46,600
André Belzile Senior Vice President Finance and Corporate Affairs
	2004		CDN$17,538	(4)		—	30,000
	2003		—			—	—
	2002		—			—	—
William Welsh Executive Vice President and Chief Operating Officer of The Jean Coutu Group (PJC) USA, Inc.
	2004		$233,846			$115,000	18,600
	2003		229,808			110,000	20,200
	2002		203,077			130,000	24,800

(1)

On May 10, 2004, we hired André Belzile as Senior Vice President, Finance and Corporate Affairs whose current annual base salary is CDN$285,000.

(2)

Class A Subordinate Voting Shares.

(3)

Mr. Béchard retired from our company on August 3, 2004 following the closing of the Eckerd Acquisition.

(4)

This amount represents the salary paid to Mr. Belzile between May 10, 2004 and May 31, 2004.

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Stock Option Plan and SARS

        During the fiscal year ended May 31, 2004, our Board of Directors granted options to purchase a total of 331,600 Class A Subordinate Voting Shares.

        Since the creation of our stock option plan for our executive officers, employees, service providers and consultants in 1995, our Board of Directors has granted, through October 31, 2004, taking into account all share subdivisions, options to purchase a total of 7,146,100 Class A Subordinate Voting Shares with a term of 10 years, 3,749,550 of which have been exercised, 369,560 of which have been cancelled due to departures from the company and 2,424,570 of which are still outstanding. Options are granted for a term of 10 years and vest at a rate of 20% per year, and the stock option plan exercise price and other conditions of such options are determined by the stock option plan.

Option Grants in Last Fiscal Year

	Individual Grants
	Number of Class A Subordinate Voting Shares Underlying Options Granted	% of Total Options Granted to Employees in Fiscal 2004		Exercise Price (CDN$/sh)	Market Value of Class A Subordinate Voting Shares Underlying Options on Date of Grant (CDN$)(1)	Expiration Date
Yvon Béchard	38,600	11.64	%	16.80	16.80	October 14, 2013
André Belzile	30,000	9.05	%	18.95	18.95	May 11, 2014
William Welsh	18,600	5.61	%	16.80	16.80	October 14, 2013

(1)

Based on the closing price of the Class A Subordinate Voting Shares on the Toronto Stock Exchange on the date immediately preceding the date of grant.

Aggregate Options Exercised in Last Fiscal Year and Fiscal Year-End Option Values

        The following table sets forth the information about stock option exercises or SARs awarded with the options during fiscal year 2004 by the Named Executive Officers of our company and the fiscal year-end values of unexercised options held by the named executive officers as at May 31, 2004, all of which were granted under our stock option plan.

			Number of Securities Underlying Unexercised Options at May 31, 2004		Value of Unexercised Options at May 31, 2004 (1)
	Shares Acquired on Exercise (#)	Aggregate Value Realized (CDN$)
			Exercisable	Unexercisable	Exercisable	Unexercisable
Yvon Béchard	176,900	1,443,451	839,180	83,500	9,507,022	326,888
André Belzile	—	—	6,000	24,000	—	—
William Welsh	—	—	198,120	76,920	1,860,896	512,711

(1)

Based on the closing price of CDN$18.95 of our Class A Subordinate Voting Shares on the Toronto Stock Exchange on May 31, 2004. The value of an unexercised in-the-money options at the financial year-end is the difference between the fair market value of a Class A Subordinate Voting Share on May 31, 2004, which was $18.95 per share, being the closing price on the Toronto Stock Exchange on such date, and its exercise or base price. It should be noted that unexercised options may never be exercised and that the value of unexercised in-the-money options may never be realized.

        Since May 31, 2004, André Belzile and William Welsh were granted an additional 18,200 and 23,700 stock options, respectively, under the stock option plan at an exercise price of CDN$15.65, and these options expire on October 26, 2014.

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Defined Benefit Plans

Employee Pension Plan

        For Canadian employees, we contribute to a fixed contribution pension plan for all employees (excluding Presidents and Vice-Presidents) who wish to join such a plan. We contribute to the fixed contribution pension plan for the benefit of each participating employee an amount equal to the amount contributed by such employee to the fixed contribution pension plan, with the maximum of our contribution equal to 3.5% of each employees gross annual salary. For U.S. employees, we contribute to a 401(k) fixed contribution general retirement plan for all employees that are employed at our U.S. headquarters, excluding family members of Jean Coutu, our significant shareholder, who wish to join such a plan. We contribute to the 401(k) fixed contribution general retirement plan for the benefit of each participating employee an amount equal to 25% of the amount contributed by such employee to the fixed contribution general retirement plan, with the maximum of our contribution equal to 4% of each employee's gross annual salary.

Retirement Plan for Canadian Vice-Presidents

        We have a pension plan, the Plan, for our Canadian Vice Presidents, excluding family members of Jean Coutu, our significant shareholder, that includes two benefit aspects. We have a basic registered fixed contribution pension portion, the maximum pension payable under this portion is determined by the Canadian Income Tax Act and no amount of pension may be credited for the years of service prior to January 1, 2000. In addition to the basic registered fixed contribution pension portion, on January 1, 2000, we created and began contributing to a fixed benefit pension portion, on behalf of the eligible Vice-Presidents. Any salary in excess of the maximum salary allowed for contributions to be made to the basic registered fixed contribution pension portion pursuant to the terms of the Canadian Income Tax Act is provided for by the fixed benefit pension portion. Years of service prior to the entry into and eligibility under the fixed benefit pension portion are recognized and vested in the Plan at the rate of 25% per complete year beginning with January 1, 2000. Mr. Yvon Béchard, who retired on August 3, 2004, was the only Named Executive Officer eligible for participation under the Plan who was employed prior to January 1, 2000, and he was able to recognize 21.58 years of past service on January 1, 2004.

        In accordance with the Plan, our Canadian Vice-Presidents who are covered by the Plan are entitled to a life annuity at retirement the amount of which is calculated as follows: (a) For each year of service after January 1, 2000, the equivalent of 2% of the average salary of the best three consecutive years; (b) For each year of service prior to January 1, 2000, the equivalent of 2% of the average salary of the best three consecutive years less $1,722.00 a year or any other greater amount as prescribed by the Canadian Income Tax Act as being the defined benefit limit during the year of retirement of such Vice-President. For the calculation of the life annuity, the years of service may not exceed 35 years. The table below indicates the benefits which should be paid out pursuant to the Plan including the supplemental benefit. Amounts are reduced when years of participation include years of past service.

	Years of participation
Average remuneration (CDN$)
	15	20	25	30	35
250,000	75,000	100,000	125,000	150,000	175,000
300,000	90,000	120,000	150,000	180,000	210,000
400,000	120,000	160,000	200,000	240,000	280,000
500,000	150,000	200,000	250,000	300,000	350,000
750,000	225,000	300,000	375,000	450,000	525,000
1,000,000	300,000	400,000	500,000	600,000	700,000

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        The life annuity granted by the plan is payable without adjustment provided that the Vice-President is at least 60 years old or has 35 years of service with our company. The plan also includes a 60% reversible life annuity to the spouse of the plan participant in the event he/she dies during his/her retirement. For the recently retired Yvon Béchard, the salary upon which the calculation was based also included bonuses.

Retirement Plan for U.S. Vice-Presidents

        Currently, our U.S. Vice-Presidents participate in the same 401(k) fixed contribution general retirement plan that is available to all U.S. employees who are employed at our U.S. headquarters. We are developing a new, distinct retirement plan for our U.S. Vice-Presidents.

Liability Insurance for Directors and Officers

        We provide liability insurance for the benefit of our directors and officers, including the directors and officers of each of our subsidiaries. The total amount of the coverage for the period beginning September 23, 2003 and ending September 23, 2004 is $25 million per event. We are obligated to pay a deductible of $150,000 in the event of a claim. We have paid premiums of $178,215 for the coverage period September 23, 2003 through September 23, 2004.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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PRINCIPAL STOCKHOLDERS

        The following table sets forth certain information with regard to the beneficial ownership of our Class A Subordinate Voting Shares and Class B Shares as of October 31, 2004, including stock options that are exercisable within 60 days thereafter by (i) each of the board members, (ii) each of the executive officers, (iii) all of our board members and executive officers as a group and (iv) any person who beneficially owns or exercises control or direction over shares carrying more than 5% of the votes attached to each class of our voting shares outstanding. Unless otherwise indicated, all shares shown in the table below are held with sole voting and investment power by the person or entity indicated. As of October 31, 2004, we had 140,871,170 Class A Subordinate Voting Shares outstanding and 120,250,000 Class B Shares outstanding.

		Class A Subordinate Voting Shares (1)				Class B Shares (1)
Name		Number of shares		Percent of class		Number of shares		Percent of class
Board Members and Executive Officers (2):
	Jean Coutu	4,830,800	(3)	3.43	%	120,250,000	(4)	100	%
	William Welsh	255,580	(5)	*		—		—
	Randy Wyrofsky	206,800	(5)	*		—		—
	David Morocco	104,000	(5)	*		—		—
	Alain Lafortune	76,180	(5)	*		—		—
	Yvon Béchard	63,200	(6)	*		—		—
	Normand Messier	44,620	(7)	*		—		—
	Érik Péladeau	30,920	(8)	*		—		—
	Marcel Dutil	28,694	(9)	*		—		—
	André Belzile	21,940	(10)	*		—		—
	Dennis Wood	21,000	(11)	*		—		—
	Nicolle Forget	4,000		*		—		—
	Claire Léger	4,000	(12)	*		—		—
	Yvon Martineau	2,000		*		—		—
	L. Denis Desautels	1,000		*		—		—
	Lise Bastarache	—		—		—		—
	François J. Coutu	—		—		—		—
	Louis Coutu	—		—		—		—
	Marie-Josée Coutu	—		—		—		—
	Michel Coutu	—		—		—		—
	Sylvie Coutu	—		—		—		—
	Roseann Runte	—		—		—		—
	All current board members and executive officers as a group (22 persons)	5,694,734		4.02	%	120,250,000		100	%
Persons holding more than 5% of the votes:
	Jarislowsky Fraser Limited (13)	15,989,913		11.35	%	—		—
	Fidelity Investments (14)	12,237,120		8.69	%	—		—
	Caisse de dépôtet placement du Québec (15)	11,731,360		8.33	%
	Canadian National Railways Pension Trust Fund (16)	10,219,800		7.25	%

*

less than 1%

(1)

The Class A Subordinate Voting Shares and Class B Shares carry the same rights, privileges, restrictions and conditions except with respect to voting rights and conversion rights. Each Class B Share is entitled to 10 votes and each Class A Subordinate Voting Share is entitled to one vote on

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all matters for which shareholders may cast votes except as provided for in our articles. The Class B Shares are exchangeable at any time into Class A Subordinate Voting Shares on a share-for-share basis at the holder's option. In addition, in the event that a Bid, as defined in our articles, is made to the holders of Class B Shares, each Class A Subordinate Voting Share shall become exchangeable at the holder's option into one Class B Share, for the sole purpose of allowing the holder to accept the Bid.

(2)

The addresses for our board members and executive officers is c/o The Jean Coutu Group (PJC) Inc., 530 Bériault St., Longueuil, Quebec, Canada J4G 1S8.

(3)

80,800 of these shares are held by 98362 Canada Inc., a corporation controlled by Mr. Jean Coutu and 4,750,000 of these shares are held by Fondation Marcelle et Jean Coutu, a trust controlled by Mr. Jean Coutu and his family.

(4)

These shares are held by 3958230 Canada Inc., a corporation controlled by Mr. Jean Coutu.

(5)

Represents options to purchase Class A Subordinate Voting Shares that are exercisable within 60 days of October 31, 2004.

(6)

These shares are held by 139829 Canada Inc., a corporation controlled by Mr. Yvon Béchard.

(7)

3,000 of these shares represent options to purchase Class A Subordinate Voting Shares that are exercisable within 60 days of October 31, 2004.

(8)

28,000 of these shares are held by Cie de Publication Alpha inc.

(9)

20,000 of these shares are held by Placement CMI inc., a company controlled by Mr. Marcel Dutil.

(10)

9,400 of these shares represent options to purchase Class A Subordinate Voting Shares that are exercisable within 60 days of October 31, 2004.

(11)

16,000 of these shares are held by Dennis Wood Holdings Inc.

(12)

These shares are held by Gestion Nevski, inc., a company controlled by Ms. Claire Léger.

(13)

The address of Jarislowsky Fraser Limited is 1010 Sherbrooke Street, West, Suite 2005, Montreal, Quebec, Canada H3A 2R7.

(14)

The address of Fidelity Investments is 82 Devonshire Street, Boston, Massachusetts 02109.

(15)

The address of Caisse de dépôt et placement du Québec is Centre CDP Capital, 1000 place Jean-Paul-Riopelle, Montreal, Quebec, Canada H2Z 2B3.

(16)

The address of Canadian National Railways Pension Trust Fund is CN Investment Division, 5 Place Ville Marie, Suite 1515, P.O. Box 11002, Montreal, Quebec, Canada H3C 4T2.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Jean Coutu, our founder, Chairman of the Board, largest beneficial owner of our outstanding corporate stock and father of François Jean Coutu, Louis Coutu, Michel Coutu, Marie-Josée Coutu and Sylvie Coutu is personally involved in numerous transactions with our company as a PJC franchisee, as well as through certain corporations of which he is an associate, including the subsidiaries of our company. Mr. Jean Coutu owned five PJC franchised stores as of May 31, 2002 and one store as of May 31, 2003 and 2004. Mr. Jean Coutu currently owns 10% of one PJC franchised store. The PJC franchised stores owned by Mr. Jean Coutu purchased inventory from our Canadian warehouse in an amount equal to approximately CDN$10.6 million, CDN$7.8 million and CDN$200,000, respectively, during the fiscal years ended May 31, 2003 and 2004 and the 13 weeks ended August 28, 2004. In addition, he paid us franchise royalties, rental payments and administrative costs of approximately CDN$800,000, CDN$600,000 and CDN$40,000, respectively, for the fiscal year ended May 31, 2003, CDN$500,000, CDN$700,000 and CDN$30,000, respectively, for the fiscal year ended May 31, 2004, and CDN$10,000, CDN$20,000 and CDN$1,000, respectively, for the 13 weeks ended August 28, 2004.

        François Jean Coutu, our President and Chief Executive Officer, is personally involved in numerous transactions with our company as a PJC franchisee. Mr. François Jean Coutu owned three PJC franchised stores as of May 31, 2002 and four stores as of May 31, 2003. Mr. François Jean Coutu currently owns one PJC franchised store. The PJC franchised stores owned by Mr. François Jean Coutu purchased inventory from our Canadian warehouse in an amount equal to approximately CDN$13.3 million, CDN$13.4 million and CDN$1.5 million, respectively, during the fiscal years ended May 31, 2003 and 2004 and the 13 weeks ended August 28, 2004. In addition, he paid us franchise royalties, rental payments and administrative costs of approximately CDN$500,000, CDN$900,000 and CDN$90,000, respectively, for the fiscal year ended May 31, 2003, CDN$400,000, CDN$1.1 million and CDN$100,000, respectively for the fiscal year ended May 31, 2004, and CDN$100,000, CDN$100,000 and CDN$20,000 for the 13 weeks ended August 28, 2004. In addition, Mr. François Jean Coutu has borrowed from our company approximately CDN$630,000 in connection with the relocation of his franchised store. This loan was made on February 8, 2004, matured on August 8, 2004 and has been paid in full. The loan made to Mr. François Jean Coutu was made on the same terms and under the same conditions as all loans made to other PJC franchisees for relocation expenses.

        Jean Coutu, François Jean Coutu, Michel Coutu, President and Chief Executive Officer of The Jean Coutu Group (PJC) USA, Inc., and Louis Coutu, Vice President of Commercial Policies of The Jean Coutu Group (PJC) USA, Inc., each receive compensation for services rendered as employees of our company. See "Management". In addition, Marie-Josée Coutu and Sylvie Coutu receive compensation for services rendered as members of our Board of Directors. See "Management—Director Compensation".

        For a description of related party transactions involving Eckerd, see Note 4 to the Eckerd carve out special purpose financial statements.

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Secured Credit Facilities

In connection with the July Transactions, The Jean Coutu Group (PJC) Inc. and The Jean Coutu Group (PJC) USA, Inc. entered into a senior secured credit agreement with certain senior lenders. The following summary of the material terms of the senior secured credit facilities, which we refer to as the "senior secured credit facilities", is generalized and not complete and, as such, is subject to and is qualified in its entirety by reference to the provisions of the senior credit agreement. In this description, all references to "our company" refer only to The Jean Coutu Group (PJC) Inc. and not to any of our subsidiaries.

        Our senior secured credit facilities provide for senior secured financing of up to approximately $1.7 billion, consisting of:

•

A $350.0 million revolving credit facility with a maturity of five years. The revolving credit facility made available in U.S. dollars and/or Canadian dollars will be available to our company and to all of our material wholly-owned U.S. subsidiaries. The revolving credit facility will also include (1) a Canadian and U.S. swingline loan subfacilities and (2) a Canadian and U.S. letter of credit subfacilities. As of August 28, 2004, nothing was outstanding under our revolving credit facility and $12.8 million of availability was utilized for letters of credit, leaving $337.2 million available for future borrowing.



•

A $250.0 million term loan A facility with a maturity of five years. The term loan A facility was made available in U.S. dollars and was drawn in full in connection with the consummation of the July Transactions. The term loan A facility is borrowed by our company. As of August 28, 2004, $250.0 million was outstanding under the term loan A facilities.



•

A $1.1 billion term loan B facility with a maturity of seven years. The term loan B facility was made available in U.S. dollars and was drawn in full in connection with the consummation of the July Transactions. The term loan B facility is borrowed by our company. As of August 28, 2004, $1.1 billion was outstanding under the term loan B facility.

        All borrowings under our senior secured credit facilities are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties.

        Proceeds of the term loans, together with the other sources of funds described under "Use of Proceeds", were used to finance the July Transactions. Proceeds of revolving loans, swingline loans and letters of credit are used to provide financing for working capital and general corporate purposes.

Interest and fees

        The interest rates per annum applicable to revolving and term loans under our senior secured credit facilities are, at our option (1) in the case of U.S. dollar denominated loans, equal to either the U.S. base rate (defined as the higher of the prime rate and the federal funds rate plus 0.5%), or an adjusted eurodollar rate and (2) in the case of Canadian dollar denominated loans, equal to the Canadian prime rate (defined as the higher of the Canadian dollar reference rate and the Canadian dollar offered rate for bankers acceptances plus 1% per annum), in each case plus an applicable margin. The applicable margin for the term loan B facility for eurodollar loans is 2.25% and the applicable margin for U.S. base rate loans is 1.25%. The applicable margin for the term loan A facility and the revolving facility for eurodollar loans is 2.5% and for U.S. base rate loans and for Canadian prime rate loans is 1.5%. Following the last day of our first full fiscal quarter ending at least three months after the closing date for the senior secured credit facilities, the applicable margins for the term loan A facility and the revolving loans may be adjusted from time to time based on a performance-based pricing grid. Canadian dollar denominated loans to our company under the revolving loan facility may also be made by means of acceptance and purchase of bankers' acceptances.

142

        On the last business day of each of January, April, July and October we are required to pay each lender a customary commitment fee in respect of any unused commitments under the revolving loan facility.

Amortization of term loans

        The term loan A facility is payable in quarterly installments, subject to certain exceptions in the first and last years of the facility, at a rate of 5% in our first fiscal year, 15% in our second fiscal year, 20% in our third fiscal year, 25% in our fourth fiscal year and 35% thereafter. The term loan B facility is payable at a rate of 1% per annum in equal quarterly installments during the first six years thereof, with the balance payable in equal quarterly installments during the seventh year thereof.

Prepayments

        Subject to exceptions, our senior secured credit facilities require mandatory prepayments of the loans from issuances of equity, excess cash flows and issuances of debt and require us to make a mandatory offer to prepay the loans from asset dispositions and casualty proceeds, in such amounts as to be determined prior to the closing of the Eckerd Acquisition.

        Proceeds required to prepay the loans will be applied pro rata to the remaining scheduled amortization payments of the term loans, and then to any outstanding revolving loans (without permanent reduction of the corresponding commitments).

        Prior to the fifth anniversary of the closing, all mandatory prepayments (subject to certain exceptions resulting from asset sales and casualty proceeds) and scheduled repayments of the term loan B facility are limited in aggregate amount to 25% of the original principal amount of the term loan B facility (with a catch-up payment following the fifth anniversary of the closing date). Any prepayment that would exceed the limit described above are held in a collateral account pending disbursement to the lenders following the fifth anniversary of the closing. In addition, the term loan B lenders may elect to decline any mandatory prepayment, which will then be allocated first, to the term loan A facility and second, if and when the term loan A facility are paid in full, back to the term loan B facility.

        Voluntary prepayments of loans under our senior secured credit facilities and voluntary reductions of revolving loan commitments are permitted, in whole or in part, in minimum amounts as set forth in the credit agreement.

Collateral and guarantees

        Our senior secured credit facilities are guaranteed by us and all of our current and future subsidiaries that can provide a full and unconditional guarantee, and are secured by a first priority security interest in substantially all of our and their existing and future assets, and a first priority pledge of the capital stock of the guarantor subsidiaries, as well as capital stock of and intercompany notes issued by our non-guarantor subsidiaries, if any, subject to certain exceptions agreed upon with our lenders and local law requirements.

Restrictive covenants and other matters

        Our senior secured credit facilities require that we comply on a quarterly basis with certain financial covenants, including a maximum leverage ratio test and minimum fixed charge coverage ratio test. In addition, our senior secured credit facilities include negative covenants, subject to certain exceptions, that restrict or limit our ability and the ability of our subsidiaries to, among other things:

•

incur, assume or permit to exist additional indebtedness or guaranty obligations,



•

incur liens or agree to negative pledges in other agreements,

143

•

engage in sale and leaseback transactions,



•

make capital expenditures,



•

make loans and investments,



•

declare dividends, make payments or redeem or repurchase capital stock,



•

engage in mergers, acquisitions and other business combinations,



•

prepay, redeem or purchase certain indebtedness including the notes,



•

amend or otherwise alter the terms of our organizational documents and our indebtedness including the notes,



•

sell assets or engage in receivables securitization,



•

form subsidiaries outside the United States and Canada,



•

transact with affiliates, and



•

alter the business that we conduct.

        Our senior secured credit facilities contain certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness and other material agreements, certain events of bankruptcy, U.S., Canadian or other employee benefit plans, material judgments, actual or asserted failure of any guaranty or security document supporting our senior secured credit facilities to be in full force and effect and change of control. If such an event of default occurs, the lenders under our senior secured credit facilities are entitled to take various actions, including an increase in interest rates, the acceleration of amounts due under our senior secured credit facilities and all actions permitted to be taken by a secured creditor.

Other Indebtedness and Capital Lease Obligations

        As of August 28, 2004, we had $6.2 million in mortgage loans and $32.1 million in capital lease obligations outstanding.

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DESCRIPTION OF THE SENIOR NOTES

        The outstanding 7⁵/8% Senior Notes issued under a senior note indenture dated as of July 30, 2004 among the Company, the Senior Note Guarantors and The Bank of New York, as trustee (the "Senior Note Trustee"). The Senior Note Indenture will also cover the terms and conditions relating to the Senior Notes to be issued in exchange for the outstanding Senior Notes payment to the exchange offer described in this prospectus (the "Senior Exchange Notes"). The terms of the Senior Notes include those stated in the Senior Note Indenture and those made a part of the Senior Note Indenture by reference to the Trust Indenture Act of 1939.

        The following description is a summary of the material provisions of the Senior Note Indenture. It does not restate the Senior Note Indenture in its entirety. A copy of the form of indenture is attached as an exhibit to the registration statement of which this prospectus is a part. For definitions of certain capitalized terms used in the following summary, see "—Certain Definitions". Defined terms used in this description but not defined below under the heading "—Certain Definitions" have the meanings assigned to them in the Senior Note Indenture. Terms defined in this section shall have the meaning ascribed solely for this section. All references to the Company in this section refer exclusively to The Jean Coutu Group (PJC) Inc., and not to any of its subsidiaries.

        The Senior Notes are registered under the Securities Act and are subject to transfer restrictions. When issued, the Senior Notes will be a new issue of securities with no established trading market. No assurance can be given as to the liquidity of the trading market for the Senior Notes. References in this "Description of the Senior Notes" to "$" are to United States dollars.

Maturity, Principal and Interest

        The Senior Notes will mature on August 1, 2012 and will be in the aggregate principal amount of $350,000,000, subject to the Company's ability to issue additional notes which may be of the same series as the Senior Notes as described under "—Further Issues". The Senior Notes will be unsecured senior obligations of the Company. Each Senior Note will bear interest at the rate described on the cover page from the date of issuance or from the most recent interest payment date on which interest has been paid, payable semiannually in arrears on February 1 and August 1 in each year, commencing February 1, 2005.

        The Company will pay interest to the Person in whose name the Senior Note (or any predecessor Senior Note) is registered at the close of business on the January 15 or July 15 immediately preceding the relevant interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

        The Senior Notes will be issued only in fully registered form without coupons, in denominations of $1,000 and any integral multiple of $1,000. No service charge will be made for any registration of transfer, exchange or redemption of Senior Notes, except in certain circumstances for any tax or other governmental charge that may be imposed.

        Settlement for the Senior Notes will be made in same day funds. All payments of principal and interest will be made by the Company in same day funds. The Senior Notes will trade in the Same-Day Funds Settlement System of The Depository Trust Company (the "Depositary" or "DTC") until maturity, and secondary market trading activity for the Senior Notes will therefore settle in same day funds.

Exchange Offer; Registration Rights

        Pursuant to the Registration Rights Agreement, the Company and the Senior Note Guarantors have agreed for the benefit of the holders of the Senior Notes, at the Company's and the Senior Note Guarantors' cost, to effect a registered exchange offer under the Securities Act to exchange the Senior

145

Notes for Senior Exchange Notes (the "Exchange Offer"), which will have terms identical in all respects to the Senior Notes (except that the Senior Exchange Notes will not contain terms with respect to transfer restrictions) and will evidence the same indebtedness of the Company. The registration statement of which this prospectus is a part is being filed with the Commission pursuant to this obligation.

        In addition, the Company and the Senior Note Guarantors have agreed to register the Senior Notes for resale under the Securities Act through a shelf registration statement, which registration statement may also register the Senior Subordinated Notes for resale (the "Shelf Registration Statement") in the event that any changes in law or applicable interpretations of the staff of the Commission do not permit the Company to effect the Exchange Offer, or if for any other reason the Exchange Offer is not completed within 240 calendar days after the original issue date of the Senior Notes, or upon the request of any Initial Purchaser with respect to Senior Notes held by such Initial Purchaser that are not eligible to be exchanged for Senior Exchange Notes in the Exchange Offer or which are exchanged in the Exchange Offer for Senior Exchange Notes which are not freely tradable, or if any holder of the Senior Notes is not permitted by applicable law to participate in the Exchange Offer or elects to participate in the Exchange Offer but does not receive fully tradable Senior Exchange Notes pursuant to the Exchange Offer.

        The interest rate of the Senior Notes will increase if one of four events occur:

(1)

the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 120th calendar day following the date of original issue of the Senior Notes,



(2)

the Exchange Offer Registration Statement has not been declared effective on or prior to the 210th calendar day following the date of original issue of the Senior Notes,



(3)

the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective, in either case, on or prior to the 240th calendar day following the date of original issue of the Senior Notes or



(4)

the Shelf Registration Statement is declared effective but shall later become unusable for more than 30 days in the aggregate (each such event referred to in clauses (1) through (4) above, a "Registration Default").

        The interest rate of the Senior Notes will increase by one-quarter of one percent per year upon the occurrence of any Registration Default. The interest rate (as so increased) will increase by an additional one quarter of one percent each 90-day period that such additional interest continues to accrue under any such circumstance, with an aggregate maximum increase in the interest rate equal to one percent (1%) per annum. Following the cure of all Registration Defaults the accrual of additional interest will cease and the interest rate will revert to the original rate.

        All references to "interest" in the Senior Note Indenture will include any and all interest payable as a result of a Registration Default.

Senior Note Guarantees

        Payment of the Senior Notes is guaranteed by the Senior Note Guarantors jointly and severally, fully and unconditionally, on a senior basis.

•

The Senior Note Guarantors are comprised of all of the direct and indirect Restricted Subsidiaries of the Company, to the extent they are guarantors under the Credit Agreement.



•

In addition, if any Restricted Subsidiary of the Company becomes a guarantor or obligor in respect of any other Indebtedness of the Company or any of the Restricted Subsidiaries, the Company shall cause such Restricted Subsidiary to enter into a supplemental indenture pursuant

146

to which such Restricted Subsidiary shall agree to guarantee the Company's obligations under the Senior Notes jointly and severally with any other such Restricted Subsidiary, fully and unconditionally, on a senior basis.

        If the Company defaults in payment of the principal of, premium, if any, or interest on the Senior Notes, each of the Senior Note Guarantors will be unconditionally, jointly and severally obligated to duly and punctually pay the principal of, premium, if any, and interest n the Senior Notes.

        The obligations of each Senior Note Guarantor under its Senior Note Guarantee are limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Senior Note Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Senior Note Guarantor in respect of the obligations of such other Senior Note Guarantor under its Senior Note Guarantee or pursuant to its contribution obligations under the Senior Note Indenture, will result in the obligations of such Senior Note Guarantor under its Senior Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. Each Senior Note Guarantor that makes a payment or distribution under its Senior Note Guarantee will be entitled to a contribution from any other Senior Note Guarantor in a pro rata amount based on the net assets of each Senior Note Guarantor determined in accordance with GAAP.

        Notwithstanding the foregoing, in certain circumstances a Senior Note Guarantee of a Senior Note Guarantor may be released pursuant to the provisions of subsection (b) under "—Certain Covenants—Limitation on Issuances of Guarantees of Indebtedness". The Company also may, at any time, cause a Restricted Subsidiary to become a Senior Note Guarantor by executing and delivering a supplemental indenture providing for the guarantee of payment of the Senior Notes by such Restricted Subsidiary on the basis provided in the Senior Note Indenture.

Additional Amounts

        All payments made by or on behalf of the Company or any Senior Note Guarantor under or with respect to the Senior Notes or any Senior Note Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, levies, imposts, assessments or other governmental charges of whatever nature (including any penalties, interest and other liabilities related thereto) imposed, assessed or levied by or on behalf of any Taxing Authority (collectively, "Taxes"), unless the Company or any Senior Note Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Company or any Senior Note Guarantor is so required to withhold or deduct any amount for or on account of any Taxes from any payment made under or with respect to the Senior Notes or any Senior Note Guarantee, the Company or such Senior Note Guarantor, as the case may be, will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount (including Additional Amounts) received by each holder and beneficial owner of the Senior Notes after such withholding or deduction (including any withholding or deduction in respect of Additional Amounts) will not be less than the amount such holder or beneficial owner would have received if such Taxes had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to a payment made to a holder or beneficial owner of Senior Notes or to a third party on behalf of a holder or beneficial owner of the Senior Notes if and to the extent any of the following exceptions apply (if and to any such extent, an "Excluded Holder") (i) in the case of Canadian withholding Taxes, such Taxes were so imposed, assessed or levied by reason of the Company's not dealing at arm's length (within the meaning of the Income Tax Act (Canada)) with such holder or beneficial owner at the time of making such payment, (ii) such Taxes were so imposed, assessed or levied on such payment to such holder or beneficial owner by reason of its being connected with the relevant Taxing Jurisdiction otherwise than by reason of such holder's or beneficial owner's activity in connection with purchasing the Senior Notes, mere ownership or disposition of the Senior Notes, receipt of payments under the Senior Notes or enforcement or exercise of its rights under the Senior Notes, the Senior Note

147

Guarantees or the Senior Note Indenture, (iii) such payment could have been made without such deduction or withholding of such Taxes if the relevant Senior Note had been presented for payment (where presentation is required) within 30 days after the date on which such payment or such Senior Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the holder or beneficial owner would have been entitled to Additional Amounts had the Senior Note been presented on the last day of such 30-day period), (iv) the holder or beneficial owner is a fiduciary, a partnership or not the sole beneficial owner of a Senior Note, if and to the extent that any beneficiary or settler with respect to such fiduciary, any partner in such partnership or a beneficial owner of such Senior Note (as the case may be) would not have been entitled to receive Additional Amounts with respect to the payment in question if such beneficiary, settler, partner or beneficial owner had been the sole beneficial owner of such Senior Note (but only if there is no material cost or expense associated with transferring such Senior Note to such beneficiary, settler, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, settler, partner or beneficial owner), (v) such holder or beneficial owner failed to duly and timely comply with a written request of the Company addressed or otherwise provided to the holder (and made at a time which would enable the holder and/or beneficial owner acting reasonably to duly and timely comply with that request) to provide information, documents or other evidence concerning such holder's or beneficial owner's nationality, residence, entitlement to treaty benefits, identity or connection with the relevant Taxing Authority or any political subdivision or authority thereof, but only (x) if and to the extent that such holder and/or beneficial owner was legally able to comply with such request and (y) if and to the extent due and timely compliance with such request is required by the law, regulation, administrative practice or any treaty obligation of the relevant Taxing Authority or any political subdivision or authority thereof as a precondition to reduction or elimination of any Taxes as to which Additional Amounts would have otherwise been payable to such holder or beneficial owner of Senior Notes but for this clause (v), or (vi) any combination of the foregoing clauses of this proviso.

        The Company or such Senior Note Guarantor will also (a) make such withholding or deduction and (b) remit the full amount deducted or withheld to the relevant Taxing Authority in accordance with applicable law. The Company or such Senior Note Guarantor will furnish to the Senior Note Trustee, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Senior Note Guarantor.

        The Company and each Senior Note Guarantor will indemnify and hold harmless each holder and beneficial owner of Senior Notes (other than an Excluded Holder with respect to any Taxes) and, upon written request, promptly reimburse each such holder or beneficial owner for the amount of (1) any Taxes paid by such holder or beneficial owner as a result of payments made under or with respect to the Senior Notes or any Senior Note Guarantee or any Documentary Taxes paid by such holder or beneficial owner and (2) any Taxes paid by such holder or beneficial owner with respect to any reimbursement payment under the foregoing clause (1), so that the net amount received by such holder or beneficial owner after such reimbursement payment will not be less than the net amount such holder or beneficial owner would have received if the Taxes or the Documentary Taxes described in the foregoing clauses (1) and (2) had not been imposed, assessed or levied, but excluding any such Taxes on such holder's or beneficial owner's net income generally.

        At least 30 days prior to each date on which any payment under or with respect to the Senior Notes is due and payable, if the Company or any Senior Note Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Senior Note Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable, and will set forth such other information necessary to enable the Senior Note Trustee to pay such Additional Amounts to holders of Senior Notes on the payment date. Whenever in the Senior Note Indenture there is mentioned, in any context, the payment of principal (and premium, if any),

148

Redemption Price, Change in Control Purchase Price, interest or any other amount payable under or with respect to any Senior Note or any Senior Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts or reimbursement payments to the extent that, in such context, Additional Amounts or reimbursement payments are, were or would be payable in respect thereof.

        The Company will pay any present or future stamp, issue, registration, court, documentary or other similar Taxes (including Additional Amounts with respect thereto) imposed, assessed or levied by any Taxing Jurisdiction in respect of or in connection with the execution, issuance, redemption, retirement, delivery or registration of, or enforcement of rights under, the Senior Note Indenture, the Senior Notes, the Senior Note Guarantees or any related document (collectively, "Documentary Taxes").

        The obligation to pay Additional Amounts, any reimbursement payments and Documentary Taxes under the terms and conditions described above will survive any termination, defeasance or discharge of the Senior Note Indenture.

        For a discussion of the exemption from Canadian withholding taxes applicable to payments under or with respect to the Senior Notes, see "Certain Canadian Federal Income Tax Considerations".

Tax Redemption

        The Senior Notes will also be subject to redemption as a whole, but not in part, at the option of the Company at any time, on not less than 30 nor more than 60 days' prior written notice to the holders of Senior Notes (which notice shall be irrevocable), at 100% of the principal amount, together with any accrued and unpaid interest thereon to the redemption date, and all Additional Amounts, if any, then due or becoming due on the redemption date, in the event the Company or any Senior Note Guarantor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or reimbursement payments (other than in respect of Documentary Taxes) as a result of any change in, or amendment to, the laws (including any regulations or rulings promulgated thereunder) of any Taxing Jurisdiction or any change in, or amendment to, any official position regarding the application, administration or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date of this prospectus; provided (i) the Company or the applicable Senior Note Guarantor has determined, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Senior Note Guarantor and (ii) in the case of such Additional Amounts payable by a Senior Note Guarantor with respect to Taxes imposed, assessed or levied by or on behalf of a Taxing Authority other than Canada or the United States of America or any political subdivision or authority of either of the foregoing, such Senior Note Guarantor has been making payments to the holders of the Senior Notes pursuant to its Senior Note Guarantee prior to the earlier of the time such change or amendment is announced or such change or amendment becomes effective. See "—Additional Amounts".

        Notwithstanding the foregoing, (i) no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company or the applicable Senior Note Guarantor would, but for such redemption, be obligated to pay such Additional Amounts or reimbursement payments or later than 365 days after the date on which the Company or the applicable Senior Note Guarantor first becomes liable (or if later, the earlier of the date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) to pay such Additional Amounts or reimbursement payments as a result of any change or amendment described above, and (ii) at the time such notice is given, the Company's or the applicable Senior Note Guarantor's obligation to pay such Additional Amounts or reimbursement payments remains in effect. Prior to the mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, the Company will deliver to the

149

Senior Note Trustee (a) an Officer's Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred, and (b) an opinion of an independent tax counsel in the relevant Taxing Jurisdiction of recognized national standing to the effect that the Company or the applicable Senior Note Guarantor is, has become or would become obligated to pay such Additional Amounts or reimbursement payments as a result of such change or amendment as described above. The Senior Note Trustee shall accept such Officer's Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent above, which Officer's Certificate and opinion shall then be binding on the holders and beneficial owners of the Senior Notes.

Optional Redemption

        After August 1, 2008, the Company may redeem all or a portion of the Senior Notes, on not less than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an integral multiple thereof at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning August 1, of the years indicated below:

Year	Redemption Price
2008	103.813%
2009	101.906%
2010 and thereafter	100.000%

of the principal amount, in each case, together with accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

        In addition, at any time prior to August 1, 2007, the Company, at its option, may use the net cash proceeds of one or more Equity Offerings to redeem on one or more occasions up to an aggregate of 35% of the aggregate principal amount of Senior Notes originally issued under the Senior Note Indenture at a redemption price equal to 107.625% of the aggregate principal amount of the Senior Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date). At least 65% of the initial aggregate principal amount of Senior Notes must remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Company must mail a notice of redemption no later than 30 days after the closing of the related Equity Offering and must complete such redemption within 90 days of the closing of the Equity Offering.

        If less than all of the Senior Notes are to be redeemed, the Senior Note Trustee shall select the Senior Notes to be redeemed in compliance with the requirements of the principal national security exchange, if any, on which the Senior Notes are listed, or if the Senior Notes are not listed, on a pro rata basis, by lot or by any other method the Senior Note Trustee shall deem fair and reasonable. Senior Notes redeemed in part must be redeemed only in integral multiples of $1,000. Redemption pursuant to the provisions relating to an Equity Offering must be made on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the procedures of DTC or any other depositary).

Mandatory Redemption

        Except as set forth under "—Purchases of Notes upon a Change of Control" and "—Certain Covenants—Limitation on Asset Sales", the Company is not required to make mandatory redemption or sinking fund payments with respect to the Senior Notes.

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Purchase of Senior Notes Upon a Change of Control

        If a Change of Control occurs, the Company shall be obligated to make an offer (the "Change of Control Offer") to purchase all of the Senior Notes. In the Change of Control Offer, the Company will offer to purchase all of the Senior Notes, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date") (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

        Within 30 days of any Change of Control or, at the Company's option, prior to such Change of Control but after it is publicly announced, the Company must notify the Senior Note Trustee and give written notice of the Change of Control to each holder of Senior Notes, by first-class mail, postage prepaid, at his address appearing in the security register. The notice must state, among other things,

•

that a Change of Control has occurred or will occur and the date of such event;



•

the purchase price and the purchase date which shall be fixed by the Company on a business day no earlier than 30 days nor later than 60 days from the date the notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act; provided that the purchase date may not occur prior to the Change of Control;



•

that any Senior Note not tendered will continue to accrue interest;



•

that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Senior Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and



•

other procedures required by the Senior Note Indenture that a holder of Senior Notes must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control Offer.

        If a Change of Control Offer is made, the Company may not have available funds sufficient to pay the Change of Control Purchase Price for all of the Senior Notes that might be delivered by holders of the Senior Notes seeking to accept the Change of Control Offer. The failure of the Company to make or consummate the Change of Control Offer or pay the Change of Control Purchase Price when due will give the Senior Note Trustee and the holders of the Senior Notes the rights described under "—Events of Default".

        The Credit Agreement provides that certain change of control events with respect to the Company would constitute a default thereunder. A default under the Credit Agreement would result in a default under the Senior Note Indenture if the lenders accelerate the debt under the Credit Agreement. Any future credit agreements or other agreements relating to Senior Indebtedness to which the Company becomes a party may contain similar restrictions and provisions. If a Change of Control occurs at a time when the Company is prohibited from purchasing Senior Notes under the Credit Agreement, the Company will be obligated to seek the consent of its Credit Agreement lenders to make and consummate a Change of Control Offer or refinance the borrowings under the Credit Agreement that contain such prohibition. If the Company does not obtain such a consent or refinance such borrowings, the Company will remain prohibited from making and consummating a Change of Control Offer. In such case, the Company's failure to make and consummate a Change of Control Offer would constitute an event of default under the Senior Note Indenture, which would, in turn, constitute a default under the Credit Agreement.

        In addition to the obligations of the Company under the Senior Note Indenture with respect to the Senior Notes in the event of a Change of Control, the Company's Credit Agreement also contains an event of default upon a "change of control" as defined therein which obligates the Company to repay

151

amounts outstanding under such Indebtedness upon an acceleration of the Indebtedness issued thereunder.

        The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of the Company and its Restricted Subsidiaries. The term "all or substantially all" as used in the definition of "Change of Control" has not been interpreted under New York law (which is the governing law of the Senior Note Indenture) to represent a specific quantitative test. Accordingly, the obligation of the Company to make the Change of Control Offer and the ability of the holders of the Senior Notes to require the Company to make and consummate a Change of Control Offer as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Restricted Subsidiaries to another Person or group may be uncertain.

        Change of control is defined differently under the Senior Note Indenture and the Credit Agreement. A transaction that constitutes a change of control under the Credit Agreement would not necessarily constitute a Change of Control under the Senior Note Indenture.

        The existence of the Company's obligation to make a Change of Control Offer upon a Change of Control may deter a third party from acquiring the Company or its assets in a transaction which constitutes a Change of Control.

        The provisions of the Senior Note Indenture will not require the Company to make a Change of Control Offer in the event of a highly leveraged transaction or certain transactions with the Company's management or its affiliates, including a reorganization, restructuring, merger or similar transaction (including, in certain circumstances, an acquisition of the Company by management or its affiliates) involving the Company that may adversely affect holders of the Senior Notes if such transaction is not a transaction defined as a Change of Control. A transaction involving the Company's management or its affiliates, or a transaction involving a recapitalization of the Company, will result in a Change of Control if it is the type of transaction specified by such definition.

        The Company will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements described in the Senior Note Indenture applicable to a Change of Control Offer made by the Company and purchases all Senior Notes validly tendered and not withdrawn under such Change of Control Offer.

Ranking for Senior Notes

        The Senior Notes are unsecured senior obligations of the Company. The payment of principal, premium, if any, and interest on the Senior Notes and any other payment obligations on or with respect to the Senior Notes (including any obligation to make and consummate an offer to purchase the Senior Notes and any obligation to repurchase the Senior Notes) and the Senior Note Guarantees will:

•

rank pari passu in right of payment with all other Senior Indebtedness of the Company and the Senior Note Guarantors;



•

rank senior in right of payment to all Indebtedness of the Company and the Senior Note Guarantors that is, by its terms, expressly subordinated to the Senior Notes and the Senior Note Guarantees (including the Senior Subordinated Notes and the Senior Subordinated Note Guarantees); and

152

•

be effectively subordinated to the senior secured Indebtedness of the Company and its Subsidiaries to the extent of the value of the collateral securing such Debt.

        As of August 28, 2004:

•

the Company and its subsidiaries had an aggregate of approximately $1.7 billion of senior indebtedness outstanding, of which approximately $1.4 billion was secured, and



•

the Company and its subsidiaries had $850 million of senior subordinated indebtedness outstanding, all of which was represented by the Senior Subordinated Notes.

Certain Covenants

        The Senior Note Indenture contains, among others, the following covenants:

        Limitation on Indebtedness.    (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise incur, contingently or otherwise (collectively, "incur"), any Indebtedness (including any Acquired Indebtedness), unless such Indebtedness is incurred by the Company or any Senior Note Guarantor or constitutes Acquired Indebtedness of a Restricted Subsidiary and, in each case, the Company's Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial statements are available immediately preceding the incurrence of such Indebtedness taken as one period is at least equal to or greater than 2.0:1.

        (b)   Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following (collectively, the "Permitted Indebtedness"):

(1)

Indebtedness of the Company and its Restricted Subsidiaries (or guarantees by Restricted Subsidiaries of such Indebtedness) under or in respect of a Credit Facility (including any term loans made pursuant thereto or under any revolving credit facility or in respect of letters of credit thereunder) not to exceed the greater of (a) an aggregate principal amount at any one time outstanding of $1,700.0 million, minus the aggregate amount of all Net Cash Proceeds of any Asset Sale (other than a sale and leaseback transaction) applied by the Company or a Restricted Subsidiary to prepay permanently or repay permanently Indebtedness under the Credit Agreement pursuant to the covenant described under the caption "—Limitation on Sale of Assets" or (b) the sum of (i) 60% of the aggregate book value of the inventory of the Company and its Restricted Subsidiaries, (ii) 80% of the aggregate book value of the accounts receivable of the Company and its Restricted Subsidiaries and (iii) $450.0 million, in each case determined on a consolidated basis as of the most recently ended fiscal quarter of the Company for which financial statements of the Company are available;



(2)

Indebtedness of the Company pursuant to (a) the Senior Notes (excluding any Additional Senior Notes) and any Senior Note Guarantee of the Senior Notes, (b) any Senior Exchange Notes issued in exchange for the Senior Notes pursuant to the Registration Rights Agreement, (c) any Senior Subordinated Notes (excluding any Additional Senior Subordinated Notes) and any Senior Subordinated Note Guarantee of the Senior Subordinated Notes and (d) any Senior Subordinated Exchange Notes issued in exchange for the Senior Subordinated Notes pursuant to the Registration Rights Agreement;



(3)

Indebtedness of the Company or any Restricted Subsidiary outstanding on the date of the Senior Note Indenture, Senior Note and not otherwise referred to in this definition of "Permitted Indebtedness";

153

(4)

Indebtedness of the Company owing to a Restricted Subsidiary;



•

provided that any Indebtedness of the Company owing to a Restricted Subsidiary that is not a Senior Note Guarantor is made pursuant to an intercompany note in the form attached to the Senior Note Indenture and is subordinated in right of payment from and after such time as the Senior Notes shall become due and payable (whether at Stated Maturity, acceleration or otherwise) to the payment and performance of the Company's obligations under the Senior Notes;



•

provided, further, that any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to a Restricted Subsidiary or a pledge to or for the benefit of the lenders under a Credit Facility) shall be deemed to be an incurrence of such Indebtedness by the Company or other obligor not permitted by this clause (4);



(5)

Indebtedness of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary;



•

provided that any such Indebtedness is made pursuant to an intercompany note in the form attached to the Senior Note Indenture;



•

provided, further, that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a Restricted Subsidiary or a pledge to or for the benefit of the lenders under a Credit Facility) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (5), and (b) any transaction pursuant to which any Restricted Subsidiary, which has Indebtedness owing to the Company or any other Restricted Subsidiary, ceases to be a Restricted Subsidiary shall be deemed to be the incurrence of Indebtedness by such Restricted Subsidiary that is not permitted by this clause (5);



(6)

guarantees of any Restricted Subsidiary of Indebtedness of the Company or any of its Restricted Subsidiaries which is permitted to be incurred under the Senior Note Indenture, provided that such guarantees are made in accordance with the provisions of "—Limitation on Issuances of Guarantees of Indebtedness";



(7)

obligations of the Company or any Restricted Subsidiary entered into in the ordinary course of business for financial management and not for speculative purposes



(a)

pursuant to Interest Rate Agreements designed to protect the Company or any Restricted Subsidiary against fluctuations in interest rates in respect of Indebtedness of the Company or any Restricted Subsidiary, or



(b)

under any Currency Hedging Agreements or Commodity Price Protection Agreements;



(8)

Indebtedness of the Company or any Restricted Subsidiary represented by Capital Lease Obligations (whether or not incurred pursuant to sale and leaseback transactions) or Purchase Money Obligations or other Indebtedness incurred or assumed in connection with the acquisition or development of real or personal, movable or immovable, property in each case incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company, in an aggregate principal amount pursuant to this clause (8) not to exceed 4.0% of Consolidated Net Tangible Assets outstanding at any time; provided that the principal amount of any Indebtedness permitted under this clause (8) does not in each case at the time of incurrence exceed the Fair Market Value, as determined by the Company in good faith, of the acquired or constructed asset or improvement so financed;

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(9)

Indebtedness of the Company or any of its Restricted Subsidiaries in connection with surety, performance, appeal or similar bonds, bankers' acceptances, completion guarantees or similar instruments pursuant to self-insurance and workers' compensation obligations; provided that, in each case contemplated by this clause (9), upon the drawing of such letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing; provided, further, that such Indebtedness is not in connection with the borrowing of money or the obtaining of advances or credit;



(10)

Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided however, that such Indebtedness is extinguished within 10 business days of incurrence;



(11)

Indebtedness of the Company to the extent the net proceeds thereof are promptly deposited to defease the Senior Notes as described below under "—Defeasance or Covenant Defeasance of Senior Note Indenture";



(12)

Indebtedness of the Company or any Restricted Subsidiary arising from agreements for indemnification or purchase price adjustment obligations or similar obligations, earn-outs, non-compete, consulting, deferred compensation or other similar obligations or from guarantees or letters of credit, surety bonds or performance bonds securing any obligation of the Company or a Restricted Subsidiary pursuant to such an agreement, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of a Restricted Subsidiary; provided that the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds actually paid or received by the Company and any Restricted Subsidiary, including the Fair Market Value of non-cash proceeds;



(13)

any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a "refinancing") of any Indebtedness incurred pursuant to paragraph (a) of this section and clauses (2) and (3) of this paragraph (b) of this definition of "Permitted Indebtedness", including any successive refinancings so long as the borrower under such refinancing is the Company or, if not the Company, the same as the borrower of the Indebtedness being refinanced and the aggregate principal amount of Indebtedness represented thereby (or if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness plus any accreted value attributable thereto since the original issuance of such Indebtedness) is not increased by such refinancing plus the lesser of (a) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (b) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company incurred in connection with such refinancing and (1) in the case of any refinancing of Indebtedness that is Subordinated Indebtedness, such new Indebtedness is made subordinated to the Senior Notes at least to the same extent as the Indebtedness being refinanced and (2) in the case of Pari Passu Indebtedness or Subordinated Indebtedness, as the case may be, such refinancing does not reduce the Average Life to Stated Maturity or the Stated Maturity of such Indebtedness;



(14)

Indebtedness of the Company and its Restricted Subsidiaries representing obligations under any employment arrangements to make payments with respect to the cancellation or repurchase of Capital Stock of the Company or its Restricted Subsidiaries in an aggregate principal amount not to exceed $5.0 million outstanding at any one time;

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(15)

Indebtedness consisting of take or pay obligations contained in supply agreements entered into in the ordinary course of business;



(16)

Indebtedness of the Company consisting of inventory, furniture, fixtures, and equipment buyback arrangements entered into in the ordinary course of business with the Company's Canadian drugstore franchisees;



(17)

any guarantees by the Company of Indebtedness of the Company's Canadian drugstore franchisees in an aggregate principal amount not to exceed $30.0 million at any one time; and



(18)

Indebtedness of the Company and its Restricted Subsidiaries in addition to that described in clauses (1) through (17) above, and any renewals, extensions, substitutions, refinancings or replacements of such Indebtedness, so long as the aggregate principal amount of all such Indebtedness shall not exceed $150.0 million outstanding at any one time in the aggregate.

        For purposes of determining compliance with this "Limitation on Indebtedness" covenant, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify or reclassify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types; provided that Indebtedness under the Credit Agreement which is in existence following the Issue Date, and any renewals, extensions, substitutions, refundings, refinancings or replacements thereof, in an amount not in excess of the amount permitted to be incurred pursuant to clause (1) of paragraph (b) above, shall be deemed to have been incurred pursuant to clause (1) of paragraph (b) above rather than paragraph (a) above. For clarity purposes, the Company may incur Indebtedness under a Credit Facility in amounts after the Issue Date in excess of the amounts outstanding on the Issue Date (or amounts committed thereunder) under any other clause of "—Limitation on Indebtedness".

        Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness.

        Accrual of interest, accretion or amortization of original issue discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the accretion or payment of dividends on any Redeemable Capital Stock or Preferred Stock in the form of additional shares of the same class of Redeemable Capital Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness for purposes of this covenant; provided, in each such case, that the amount thereof as accrued is included in Consolidated Fixed Charge Coverage Ratio of the Company.

        For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness denominated in a different currency, the U.S. dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred. Notwithstanding any other provision of this covenant, (a) the maximum amount that the Company or a Restricted Subsidiary of the Company may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies and (b) the Company or a Restricted Subsidiary may refinance any Indebtedness originally incurred in a currency other than U.S. dollars even if the U.S. dollar-equivalent principal amount of such Indebtedness on the date of refinancing would exceed the maximum amount that the Company or a Restricted Subsidiary could incur under the relevant basket of Permitted Indebtedness.

        If Indebtedness is secured by a letter of credit that serves only to secure such Indebtedness, then the total amount deemed incurred shall be equal to the greater of (x) the principal of such Indebtedness and (y) the amount that may be drawn under such letter of credit.

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        The amount of Indebtedness issued at a price less than the amount of the liability thereof shall be determined in accordance with GAAP.

        Notwithstanding any other provision of this covenant, neither the Company nor any Senior Note Guarantor shall incur any Indebtedness that is expressly subordinated to any other Indebtedness of the Company or any Senior Note Guarantor unless such Indebtedness is expressly subordinated in right of payment to the Senior Notes and/or the Senior Note Guarantee of any such Subsidiary Guarantor to the same or greater extent that such Indebtedness is subordinated to such other Indebtedness.

        Limitation on Restricted Payments.    (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly:

(1)

declare or pay any dividend on, or make any distribution to holders of, any shares of the Company's Capital Stock (other than dividends or distributions payable solely in shares of its Qualified Capital Stock or in options, warrants or other rights to acquire shares of such Qualified Capital Stock);



(2)

purchase, redeem, defease or otherwise acquire or retire for value, directly or indirectly, the Company's Capital Stock or any Capital Stock of any Affiliate of the Company, including any Subsidiary of the Company (other than Capital Stock of any Restricted Subsidiary of the Company) or options, warrants or other rights to acquire such Capital Stock;



(3)

make any principal payment on, or repurchase, redeem, defease, retire or otherwise acquire for value, prior to any scheduled principal payment, sinking fund payment or maturity, any Subordinated Indebtedness, except a purchase, repurchase, redemption, defeasance or retirement within one year of final maturity thereof;



(4)

declare or pay any dividend or distribution on any Capital Stock of any Restricted Subsidiary to any Person (other than (a) to the Company or any of its Wholly Owned Restricted Subsidiaries or (b) dividends or distributions made by a Restricted Subsidiary on a pro rata basis to all stockholders of such Restricted Subsidiary); or



(5)

make any Investment in any Person (other than any Permitted Investments);

(any of the foregoing actions described in clauses (1) through (5) above, other than any such action that is a Permitted Payment (as defined below), collectively, "Restricted Payments") (the amount of any such Restricted Payment, if other than cash, shall be the Fair Market Value of the assets proposed to be transferred, as determined by the Board of Directors of the Company, whose determination shall be conclusive and evidenced by a Board Resolution), unless

(1)

immediately after giving effect to such proposed Restricted Payment on a pro forma basis, no Default or Event of Default shall have occurred and be continuing and such Restricted Payment shall not be an event which is, or after notice or lapse of time or both, would be, an "event of default" under the terms of any Indebtedness of the Company or its Restricted Subsidiaries;



(2)

immediately before and immediately after giving effect to such Restricted Payment on a pro forma basis, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions described under paragraph (a) of "—Limitation on Indebtedness"; and



(3)

after giving effect to the proposed Restricted Payment, the aggregate amount of all such Restricted Payments declared or made after the date of the Senior Note Indenture and all Designation Amounts does not exceed the sum of:



(A)

50% of the aggregate Consolidated Net Income of the Company accrued on a cumulative basis during the period beginning on June 1, 2004 and ending on the last day of the

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Company's last fiscal quarter ending prior to the date of the Restricted Payment (or, if such aggregate cumulative Consolidated Net Income shall be a loss, minus 100% of such loss);

(B)

the aggregate Net Cash Proceeds received after the date of the Senior Note Indenture by the Company either (1) as capital contributions in the form of common equity to the Company or (2) from the issuance or sale (other than to any of its Subsidiaries) of Qualified Capital Stock of the Company or any options, warrants or rights to purchase such Qualified Capital Stock of the Company (except, in each case, to the extent such proceeds are used to purchase, redeem or otherwise retire Capital Stock or Subordinated Indebtedness as set forth below in clause (2) or (3) of paragraph (b) below) (and excluding the Net Cash Proceeds from the issuance of Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);



(C)

the aggregate Net Cash Proceeds received after the date of the Senior Note Indenture by the Company (other than from any of its Subsidiaries) upon the exercise of any options, warrants or rights to purchase Qualified Capital Stock of the Company (and excluding the Net Cash Proceeds from the exercise of any options, warrants or rights to purchase Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);



(D)

the aggregate Net Cash Proceeds received after the date of the Senior Note Indenture by the Company from the conversion or exchange, if any, of debt securities or Redeemable Capital Stock of the Company or its Restricted Subsidiaries into or for Qualified Capital Stock of the Company plus, to the extent such debt securities or Redeemable Capital Stock were issued after the date of the Senior Note Indenture, the aggregate of Net Cash Proceeds from their original issuance (and excluding the Net Cash Proceeds from the conversion or exchange of debt securities or Redeemable Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

(E)	(a)	in the case of the disposition, repayment or return of capital of any Investment constituting a Restricted Payment (including any Investment in an Unrestricted Subsidiary) made after the date of the Senior Note Indenture, an amount (to the extent not included in Consolidated Net Income) equal to the lesser of the amount of the disposition or repayment or return of capital with respect to such Investment and the initial amount of such Investment, in either case, less the cost of the disposition of such Investment and net of taxes, and
	(b)	in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary (as long as the designation of such Subsidiary as an Unrestricted Subsidiary was deemed a Restricted Payment), the Fair Market Value of the Company's interest in such Subsidiary provided that such amount shall not in any case exceed the amount of the Restricted Payments deemed made at the time the Subsidiary was designated as an Unrestricted Subsidiary and any Investments in such Unrestricted Subsidiary after the date of such initial designation; and

(F)

at any time after the extinguishment or termination of any amount which previously qualified as a Restricted Payment on account of any guarantee entered into by the Company or any Restricted Subsidiary; provided that such guarantee has not been called upon and the obligation arising under such guarantee no longer exists.

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        (b)   Notwithstanding the foregoing, and in the case of clauses (2) through (10) below, so long as no Default or Event of Default is continuing or would arise therefrom, the foregoing provisions shall not prohibit the following actions (each of clauses (1) through (7) and (10) being referred to as a "Permitted Payment"):

(1)

the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment was permitted by the provisions of paragraph (a) of this Section and such payment shall have been deemed to have been paid on such date of declaration and shall not have been deemed a "Permitted Payment" for purposes of the calculation required by paragraph (a) of this Section;



(2)

the purchase, repurchase, redemption or other acquisition or retirement for value of any shares of any class of Capital Stock of the Company in exchange for (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares or scrip), or out of the Net Cash Proceeds of a substantially concurrent issuance and sale for cash, subject to notice and redemption periods, (other than to a Subsidiary) of, other shares of Qualified Capital Stock of the Company; provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of this Section;



(3)

the purchase, repurchase, redemption, defeasance, satisfaction and discharge, retirement or other acquisition for value or payment of principal of any Subordinated Indebtedness in exchange for, or in an amount not in excess of the Net Cash Proceeds of, a substantially concurrent issuance and sale for cash, subject to notice and redemption periods, (other than to any Subsidiary of the Company) of any Qualified Capital Stock of the Company, provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of this Section;



(4)

the purchase, repurchase, redemption, defeasance, satisfaction and discharge, retirement, refinancing, acquisition for value or payment of principal of any Subordinated Indebtedness (other than Redeemable Capital Stock) (a "refinancing") through the substantially concurrent issuance of new Subordinated Indebtedness of the Company subject to notice and redemption periods, provided that any such new Subordinated Indebtedness



(a)

shall be in a principal amount that does not exceed the principal amount so refinanced (or, if such Subordinated Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, then such lesser amount as of the date of determination), plus the amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced, plus the amount of expenses of the Company incurred in connection with such refinancing;



(b)

has an Average Life to Stated Maturity greater than the remaining Average Life to Stated Maturity of the Senior Notes;



(c)

has a Stated Maturity for its final scheduled principal payment later than the Stated Maturity for the final scheduled principal payment of the Senior Notes; and



(d)

is expressly subordinated in right of payment to the Senior Notes at least to the same extent as the Subordinated Indebtedness to be refinanced;



(5)

the repurchase of Capital Stock deemed to occur upon exercise of stock options to the extent that shares of such Capital Stock represent a portion of the exercise price of such options;

159

(6)

the payment of cash in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exercisable for Capital Stock of the Company;



(7)

the repurchase, redemption, or other acquisition or retirement for value of Redeemable Capital Stock of the Company made by exchange for, or out of the proceeds of the sale of within 30 days of Redeemable Capital Stock; provided that any such new Redeemable Capital Stock is issued in accordance with paragraph (a) of the covenant "Limitation on Indebtedness" and has an aggregate liquidation preference that does not exceed the aggregate liquidation preference of the amount so refinanced;



(8)

payments or distributions to stockholders pursuant to appraisal rights required under applicable law in connection with any consolidation, merger or transfer of assets that complies with the covenant described under "—Consolidation, Merger, Sale of Assets";



(9)

regular quarterly dividend payments to holders of any shares of the Company's Capital Stock in the ordinary course of business or purchases of the Company's Capital Stock, in an amount not to exceed $35.0 million in the aggregate in any fiscal year; and



(10)

Restricted Payments, in addition to those described in clauses (1) through (9) above, not to exceed $50.0 million in the aggregate since the Issue Date.

        Limitation on Transactions with Affiliates.    The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and

(1)

such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm's-length dealings with an unrelated third party,



(2)

with respect to any transaction or series of related transactions involving aggregate value in excess of $10.0 million,



(a)

the Company delivers an Officers' Certificate to the Senior Note Trustee certifying that such transaction or series of related transactions complies with clause (1) above, and



(b)

such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or



(3)

with respect to any transaction or series of related transactions involving aggregate value in excess of $50.0 million, the Company delivers to the Senior Note Trustee a written opinion of an investment banking firm of national standing in the United States or Canada or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transaction or series of related transactions is fair to the Company or such Restricted Subsidiary from a financial point of view;

provided, however, that this provision shall not apply to: (i) employee benefit arrangements with any officer or director of the Company, including under any stock option or stock incentive plans, and customary indemnification arrangements with officers or directors of the Company, in each case entered into in the ordinary course of business, (ii) any Restricted Payments made in compliance with "—Limitation on Restricted Payments" above, (iii) transactions effected as part of a Permitted

160

Securitization Transaction, (iv) any fees paid to directors in the ordinary course in their capacity as such, (v) any sale or issuance of Qualified Capital Stock to Affiliates of the Company and (vi) transactions entered into in the ordinary course of business with Affiliates of the Company who are Canadian drugstore franchisees, whether currently owned or after-acquired, in their capacities as such, for purposes of (a) purchase and sale of inventory for the related franchises, or (b) entering into the inventory buyback or guarantee arrangements described under clauses (16) and (17) of the definition of "Permitted Indebtedness".

        Limitation on Liens.    The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create, incur or affirm any Lien (other than Permitted Liens) of any kind upon any property or assets (including any intercompany notes) of the Company or any Restricted Subsidiary owned on the date of the Senior Note Indenture or acquired after the date of the Senior Note Indenture, or assign or convey any right to receive any income or profits therefrom, unless the Senior Notes (or a Senior Note Guarantee in the case of Liens of a Senior Note Guarantor) are directly secured equally and ratably with (or, in the case of Subordinated Indebtedness, prior or senior thereto, with the same relative priority as the Senior Notes shall have with respect to such Subordinated Indebtedness) the obligation or liability secured by such Lien except for any Permitted Liens.

        Notwithstanding the foregoing, any Lien securing the Senior Notes granted pursuant to this covenant shall be automatically and unconditionally released and discharged upon the release by the holders of the Indebtedness described above of their Lien on the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at such time as the holders of all such Indebtedness also release their Lien on the property or assets of the Company or such Restricted Subsidiary, or upon any sale, exchange or transfer to any Person not an Affiliate of the Company of the property or assets secured by such Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary that owns the property or assets subject to such Lien.

        Limitation on Sale of Assets.    (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (1) at least 75% of the consideration from such Asset Sale other than Asset Swaps is received in cash and (2) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets subject to such Asset Sale (as determined by the Board of Directors of the Company and evidenced in a Board Resolution).

        For purposes of Section (a)(1) of this covenant, the following will be deemed to be cash: (A) the amount of any Senior Indebtedness of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully and unconditionally released (excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale and contingent liabilities), (B) the amount of any notes, securities or other similar obligations received by the Company or any Restricted Subsidiary from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within 30 days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange and (C) the amount of any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale.

        With respect to an Asset Swap constituting an Asset Sale, the Company or any Restricted Subsidiary shall be required to receive in cash an amount equal to 75% of the proceeds of the Asset Sale which do not consist of like-kind assets acquired with the Asset Swap.

161

        (b)   All or a portion of the Net Cash Proceeds of any Asset Sale may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Indebtedness under the Credit Agreement):

        (i)    to prepay permanently or repay permanently any Indebtedness under the Credit Agreement (or similar bank type or asset-based Indebtedness) or Indebtedness of Restricted Subsidiaries that are not Senior Note Guarantors then outstanding or any Indebtedness secured by the assets which were sold (provided, however, that in the case of any such Indebtedness repaid under a revolving credit facility, such amounts may be reborrowed), or

        (ii)   if the Company determines not to apply such Net Cash Proceeds to the permanent repayment or permanent prepayment of such Indebtedness, or if no such Indebtedness is then outstanding, within 365 days of the Asset Sale, to invest the Net Cash Proceeds in properties (including, without limitation, capital expenditures with respect to improving existing assets) and other assets that (as determined by the Board of Directors of the Company) replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries (including pursuant to capital expenditures).

        The amount of such Net Cash Proceeds not used or invested in accordance with the preceding clauses (i) and (ii) within 365 days of the Asset Sale constitutes "Excess Proceeds".

        (c)   When the aggregate amount of Excess Proceeds exceeds $30.0 million or more, the Company will make offers to purchase the Senior Notes (in the amount described in clause (A) below) and any other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from any Asset Sale and will apply the Excess Proceeds to the repayment of the Senior Notes and such Indebtedness of the respective holders thereof accepting such offers, as follows:

(A)

the Company will make an offer to purchase (an "Offer") from all holders of the Senior Notes in accordance with the procedures set forth in the Senior Note Indenture in the maximum principal amount (expressed as a multiple of $1,000) of Senior Notes that may be purchased out of an amount (the "Senior Note Amount") equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Senior Notes, and the denominator of which is the sum of the outstanding principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of the Senior Notes and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price (as defined herein) of all Senior Notes tendered) and



(B)

to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness (or accreted value in the case of Indebtedness issued with original issue discount), the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an amount (the "Pari Passu Debt Amount") equal to the excess of the Excess Proceeds over the Senior Note Amount; provided that in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount (or accreted value) of such Pari Passu Indebtedness plus the amount of any premium required to be paid to repurchase such Pari Passu Indebtedness.

The offer price for the Senior Notes will be payable in cash in an amount equal to 100% of the principal amount of the Senior Notes plus accrued and unpaid interest, if any, to the date (the "Offer Date") such Offer is consummated (the "Offered Price"), in accordance with the procedures set forth in the Senior Note Indenture. To the extent that the aggregate Offered Price of the Senior Notes

162

tendered pursuant to the Offer is less than the Senior Note Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds to make an offer to repurchase the Senior Subordinated Notes or other Subordinated Indebtedness required by the terms thereof, and any repurchase of such Indebtedness shall not be deemed a Restricted Payment notwithstanding anything else herein, or for general corporate purposes, subject to the other covenants contained in the Senior Note Indenture. If the aggregate principal amount of Senior Notes and Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Senior Note Trustee shall select the Senior Notes to be purchased on a pro rata basis. Upon the completion of the purchase of all the Senior Notes tendered pursuant to an Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero.

        (d)   If the Company becomes obligated to make an Offer pursuant to clause (c) above, the Senior Notes and the Pari Passu Indebtedness of the respective holders thereof accepting such Offer shall be purchased by the Company in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer is given to holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act.

        (e)   The Senior Note Indenture will provide that the Company will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an Offer.

        Limitation on Issuances of Guarantees of Indebtedness.    (a) The Company will not cause or permit any Restricted Subsidiary (which is not a Senior Note Guarantor), directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Company or any Restricted Subsidiary or become directly liable under any Indebtedness pursuant to clause (1) of the definition of "Permitted Indebtedness" unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Senior Note Indenture providing for a Senior Note Guarantee of the Senior Notes on the same terms as the guarantee of such Indebtedness except that

(A)

such guarantee need not be secured unless required pursuant to "—Limitation on Liens" and



(B)

if such Indebtedness is by its terms expressly subordinated to the Senior Notes, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary's Senior Note Guarantee of the Senior Notes at least to the same extent as such Indebtedness is subordinated to the Senior Notes.

        (b)   Notwithstanding the foregoing, any Senior Note Guarantee by a Restricted Subsidiary of the Senior Notes shall provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and discharged upon

(1)

any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary, or the designation of such Restricted Subsidiary as an Unrestricted Subsidiary, which transaction is in compliance with the terms of the Senior Note Indenture and such Restricted Subsidiary is released from all guarantees, if any, by it of other Indebtedness of the Company or any Restricted Subsidiaries and



(2)

with respect to any Senior Note Guarantees created after the date of the Senior Note Indenture, the release by the holders of the Indebtedness of the Company described in clause (a) above of their security interest or their guarantee by such Restricted Subsidiary

163

(including any deemed release upon payment in full of all obligations under such Indebtedness), at such time as

(A)  no other Indebtedness of the Company has been secured or guaranteed by such Restricted Subsidiary, as the case may be, or (B) the holders of all such other Indebtedness which is secured or guaranteed by such Restricted Subsidiary also release their security interest in or guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness).

        Limitation on Subsidiary Preferred Stock.    (a) The Company will not permit any Restricted Subsidiary of the Company to issue, sell or transfer any Preferred Stock, except for (1) Preferred Stock issued or sold to, held by or transferred to the Company or a Wholly Owned Restricted Subsidiary, and (2) Preferred Stock issued by a Person prior to the time (A) such Person becomes a Restricted Subsidiary, (B) such Person merges with or into a Restricted Subsidiary or (C) a Restricted Subsidiary merges with or into such Person; provided that such Preferred Stock was not issued or incurred by such Person in anticipation of the type of transaction contemplated by subclause (A), (B) or (C). This clause (a) shall not apply upon the acquisition of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of the Senior Note Indenture.

        (b)   The Company will not permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary) to acquire Preferred Stock of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except upon the acquisition of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of the Senior Note Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

        (a)   The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to

(1)

pay dividends or make any other distribution on its Capital Stock,



(2)

pay any Indebtedness owed to the Company or any other Restricted Subsidiary,



(3)

make any Investment in the Company or any other Restricted Subsidiary or



(4)

transfer any of its properties or assets to the Company or any other Restricted Subsidiary.

        (b)   However, paragraph (a) will not prohibit any

(1)

encumbrance or restriction pursuant to (x) an agreement (other than the Credit Agreement and the related documentation) in effect on the date of the Senior Note Indenture, (y) the Credit Agreement and related documentation in effect on the date of the Senior Note Indenture and (z) the Senior Subordinated Notes and the Senior Subordinated Note Indenture, any amendments, modifications, or supplements to the documents described in (x), (y) or (z) that are not, on the whole, materially less favorable to the holders of the Senior Notes than those in effect on the date of the Senior Note Indenture;



(2)

encumbrance or restriction with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of the Senior Note Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary;

164

(3)

encumbrance or restriction pursuant to any agreement governing any Indebtedness permitted by clause (8) of the definition of Permitted Indebtedness as to the assets financed with the proceeds of such Indebtedness;



(4)

encumbrance or restriction contained in any Acquired Indebtedness or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries, so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person, so acquired, so long as the agreement containing such restriction does not violate any other provision of the Senior Note Indenture;



(5)

encumbrance or restriction existing under applicable law or any requirement of any regulatory body;



(6)

Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption "—Limitation on Liens" that limit the right of the debtor to dispose of the assets subject to such Liens;



(7)

customary non-assignment provisions in leases, licenses or contracts;



(8)

customary restrictions contained in (A) asset sale agreements permitted to be incurred under the provisions of the covenant described above under the caption "—Limitation on Sale of Assets" that limit the transfer of such assets or otherwise impose limitations pending the closing of such sale and (B) any other agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;



(9)

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;



(10)

any agreement or instrument placing contractual restrictions applicable only to a Securitization Entity effected in connection with, or Liens on receivables or related assets which are the subject of, a Permitted Securitization Transaction;



(11)

customary restrictions imposed by the terms of joint venture agreements; provided, however, such restrictive terms do not apply to any Restricted Subsidiaries other than the applicable joint venture; provided further, however, that such restrictions do not materially impact the ability of the Company to make payments on the Senior Notes when due as required by the terms of the Senior Note Indenture; and provided further, however, that the Consolidated Net Tangible Assets of all such joint ventures on the date of entering into any such joint venture or making additional Investments in such joint venture shall not exceed 3.0% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries outstanding on the date of entering into, or additional Investments in, such joint venture; and



(12)

under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (11), or in this clause (12), provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect taken as a whole than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Sale and Leaseback Transactions

        The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction (not including any sale and leaseback transaction in the form of an operating

165

lease); provided, that the Company or one of its Restricted Subsidiaries may enter into a sale and leaseback transaction if:

(1)

the Company or such Restricted Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Indebtedness relating to such sale and leaseback transaction pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in paragraph (a) of the covenant described above under the caption "—Limitation on Indebtedness" and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption "—Limitation on Liens";



(2)

the gross cash proceeds of such sale and leaseback transactions are at least equal to the Fair Market Value of the property that is the subject of such sale and leaseback transaction; and



(3)

the transfer of assets in such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described above under the caption "—Limitation on Sale of Assets".

        Limitation on Unrestricted Subsidiaries.    The Company may designate after the Issue Date any Subsidiary (other than a Senior Note Guarantor) as an "Unrestricted Subsidiary" under the Senior Note Indenture (a "Designation") only if:

(a)

no Default shall have occurred and be continuing at the time of or after giving effect to such Designation;



(b)

the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) of "Limitation on Restricted Payments" above in an amount (the "Designation Amount") equal to the greater of (1) the net book value of the Company's interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company's interest in such Subsidiary as determined in good faith by the Company's Board of Directors;



(c)

the Company would be permitted under the Senior Note Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described under "—Limitation on Indebtedness" at the time of such Designation (assuming the effectiveness of such Designation);



(d)

such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary; and



(e)

such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Senior Note Guarantee for the Senior Notes.

        In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to the covenant "—Limitation on Restricted Payments" for all purposes of the Senior Note Indenture in the Designation Amount.

        The Senior Note Indenture will also provide that the Company shall not and shall not cause or permit any Restricted Subsidiary to at any time

(a)

provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or



(b)

be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary.

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        For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary.

        The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if:

(a)

no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation;



(b)

all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of the Senior Note Indenture; and



(c)

unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described under "—Limitation on Indebtedness".

        All Designations and Revocations must be evidenced by a resolution of the Board of Directors of the Company delivered to the Senior Note Trustee certifying compliance with the foregoing provisions.

        Provision of Financial Statements.    The Senior Note Indenture will provide that for so long as the Senior Notes are outstanding, whether or not the Company has a class of securities registered under the Exchange Act, the Company and the Senior Note Guarantors shall furnish without cost to each holder of Senior Notes and file with the Senior Note Trustee and the Commission within the time periods specified in the Commission's rules and regulations: (i) annual reports on Form 20-F or 40-F (or any successor form) containing the information required to be contained therein (or required in such successor form), including audited year-end consolidated financial statements (including a balance sheet, income statement and statement of changes of cash flow) prepared in accordance with GAAP consistently applied (reconciled to United States generally accepted accounting principles); (ii) reports on Form 6-K (or any successor form) containing substantially the same information required to be contained in Form 10-Q (or required in such successor form), including unaudited quarterly consolidated financial statements (including a balance sheet, income statement and statement of changes of cash flow) prepared in accordance with GAAP consistently applied (reconciled to United States generally accepted accounting principles); and (iii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 6-K (or any successor form) containing substantially the same information required to be contained in Form 8-K (or required in any successor form); provided, however, that the Company and the Senior Note Guarantors will not be obligated to file such reports with the Commission prior to the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement.

        The Senior Note Indenture also provides that, so long as any of the Senior Notes remain outstanding, the Company will make available to any prospective purchaser of Senior Notes or beneficial owner of Senior Notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Senior Notes for securities identical in all material respects which have been registered under the Securities Act or until such time as the holders thereof have disposed of such Senior Notes pursuant to an effective registration statement under the Securities Act.

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        Additional Covenants.    The Senior Note Indenture also contains covenants with respect to the following matters: (1) payment of principal, premium and interest; (2) maintenance of an office or agency in The City of New York; (3) arrangements regarding the handling of money held in trust; (4) maintenance of corporate existence; (5) payment of taxes and other claims; (6) maintenance of properties; and (7) maintenance of insurance.

Consolidation, Merger, Sale of Assets

        The Company will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or a Senior Note Guarantor), unless at the time and after giving effect thereto

(1)

either (a) the Company will be the continuing corporation or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis (the "Surviving Entity") will be a corporation or limited liability company (with a corporate co-obligor) duly organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia or the laws of Canada or any province or territory thereof and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Senior Note Trustee, all the obligations of the Company under the Senior Notes and the Senior Note Indenture and the Registration Rights Agreement (as that term is defined under "Exchange Offer; Registration Rights"), as the case may be, and the Senior Notes and the Senior Note Indenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Senior Note Guarantees will be confirmed as applying to such Surviving Entity's obligations);



(2)

immediately before and immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default will have occurred and be continuing;



(3)

immediately before and immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), (A) the Company (or the Surviving Entity if the Company is not the continuing obligor under the Senior Note Indenture) could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions of "—Certain Covenants—Limitation on Indebtedness" or (B) the Company's Consolidated Fixed Charge Coverage Ratio on such a pro forma basis would be greater than the Company's Fixed Charge Coverage Ratio without giving such pro forma effect to the transaction;



(4)

at the time of the transaction, each Senior Note Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its

168

Senior Note Guarantee shall apply to such Person's obligations under the Senior Note Indenture and the Senior Notes;

(5)

at the time of the transaction, if any of the property or assets of the Company or any of its Restricted Subsidiaries would thereupon become subject to any Lien, the provisions of "—Certain Covenants—Limitation on Liens" are complied with; and



(6)

at the time of the transaction, the Company or the Surviving Entity will have delivered, or caused to be delivered, to the Senior Note Trustee, in form and substance reasonably satisfactory to the Senior Note Trustee, an Officers' Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction and the supplemental indenture in respect thereof comply with the Senior Note Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with.

        Each Senior Note Guarantor will not, and the Company will not permit a Senior Note Guarantor to, in a single transaction or through a series of related transactions, (x) consolidate with or merge with or into any other Person (other than the Company or any Senior Note Guarantor or for the sole purpose of reincorporating in another jurisdiction) or (y) sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company or any Senior Note Guarantor) or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, that would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or any Senior Note Guarantor), unless at the time and after giving effect thereto

(1)

either (a) the Senior Note Guarantor will be the continuing corporation in the case of a consolidation or merger involving the Senior Note Guarantor or (b) the Person (if other than the Senior Note Guarantor) formed by such consolidation or into which such Senior Note Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis (the "Surviving Guarantor Entity") will be a corporation, limited liability company, limited liability partnership, partnership or trust duly organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia or the laws of Canada or any province or territory thereof and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Senior Note Trustee, all the obligations of such Senior Note Guarantor under its Senior Note Guarantee of the Senior Notes and the Senior Note Indenture and the Registration Rights Agreement and such Senior Note Guarantee, Senior Note Indenture and Registration Rights Agreement will remain in full force and effect;



(2)

immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default will have occurred and be continuing; and



(3)

at the time of the transaction such Senior Note Guarantor or the Surviving Guarantor Entity will have delivered, or caused to be delivered, to the Senior Note Trustee, in form and substance reasonably satisfactory to the Senior Note Trustee, an Officers' Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with the Senior Note Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with; provided, however, that this paragraph shall not apply to any Senior Note Guarantor whose Senior Note Guarantee of the Senior Notes is unconditionally released and discharged in accordance with paragraph (b)

169

under the provisions of "Certain Covenants—Limitation on Issuances of Guarantees of Indebtedness".

        In the event of any transaction (other than a lease) described in and complying with the conditions listed in the two immediately preceding paragraphs in which the Company or any Senior Note Guarantor, as the case may be, is not the continuing corporation, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Senior Note Guarantor, as the case may be, and the Company or any Senior Note Guarantor, as the case may be, would be discharged from all obligations and covenants under the Senior Note Indenture and the Senior Notes or its Senior Note Guarantee, as the case may be, and the Registration Rights Agreement.

        An assumption by any Person of the Company's or any Senior Note Guarantor's obligations under the Senior Note Indenture and the Senior Notes or a Senior Note Guarantee might be deemed for U.S. federal income tax purposes to be an exchange of the Senior Notes for "new" Senior Notes by the holders and beneficial owners thereof resulting, in recognition of gain or loss for such purposes and possibly other adverse tax consequences to beneficial owners of the Senior Notes. You should consult your own tax advisors regarding the tax consequences of any such assumption.

Fall Away Event

        In the event of the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain Investment Grade Status), (1) the covenants and provisions described above under "—Limitations on Indebtedness", "—Limitation on Restricted Payments", "—Limitation on Transactions With Affiliates", "—Limitation on Liens", "—Limitation on Sale of Assets", "—Limitation on Subsidiary Preferred Stock", and "—Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries" and "Sale and Leaseback Transactions" shall each no longer be in effect for the remaining term of the Senior Notes, (2) the Company will no longer be subject to the financial test set forth in clause (3) under the first paragraph under "Consolidation, Merger, Sale of Assets" or to clause (b) in the first paragraph or clause (c) in the first and fifth paragraphs under "—Limitation on Unrestricted Subsidiaries" and (3) the covenants described below under "Limitation on Liens" and "Sale and Leaseback Transactions" will be applicable. The covenants described below will only be applicable in the event of the occurrence of a Fall Away Event.

        Limitation on Liens.    The Company will not, and will not permit any Restricted Subsidiary to, incur any Lien to secure Indebtedness without making, or causing such Restricted Subsidiary to make, effective provision for securing the Senior Notes on an equal and ratable basis (or, in the case of a Lien securing Subordinated Indebtedness, on a prior and senior basis, with the same relative priority as the Senior Notes shall have with respect to such Subordinated Indebtedness) for so long as such Indebtedness is so secured.

        The foregoing restrictions will not apply to:

(a)

any Lien existing on (or securing Indebtedness committed to but not outstanding on) the date of the Fall Away Event (which Lien in either case was not created in connection with, or in contemplation of, such Fall Away Event);



(b)

any Lien in favor of only the Company or a Restricted Subsidiary;



(c)

any Lien arising by reason of



(1)

any judgment, decree or order of any court, so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

170

(2)

taxes, assessments or government charges not yet delinquent or which are being contested in good faith;



(3)

security for payment of workers' compensation or other insurance;



(4)

good faith deposits in connection with tenders or leases or other contracts (other than contracts for the payment of money);



(5)

zoning restrictions, easements, licenses, reservations, title defects, rights of others for rights of way, utilities, sewers, electric lines, telephone or telegraph lines, and other similar purposes, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee), none of which materially impairs the use of any parcel of property material to the operation of the business of the Company or any Subsidiary of the value of such property for the purpose of such business;



(6)

deposits to secure public or statutory obligations, or in lieu of surety or appeal bonds; or



(7)

operation of law in favor of mechanics, carriers, warehousemen, landlords, materialmen, laborers, employees or suppliers, incurred in the ordinary course of business for sums which are not yet delinquent or are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof;



(d)

any Lien securing Acquired Indebtedness created prior to (and not created in connection with, or in contemplation of) the incurrence of such Indebtedness by the Company or any Subsidiary;



(e)

any Lien to secure the performance bids, trade contracts, leases (including, without limitation, statutory and common law landlord's liens), statutory obligations, surety and appeal bonds, letters of credit and other obligations of a like nature and incurred in the ordinary course of business of the Company or any Subsidiary;



(f)

any Lien securing Indebtedness permitted to be incurred under Interest Rate Agreements or otherwise incurred to hedge interest rate risk;



(g)

any Lien securing Capitalized Lease Obligations or Purchase Money Obligations incurred or assumed solely in connection with the acquisition, development or construction of real or personal, moveable or immovable property within 90 days of such incurrence or assumption; provided that such Liens only extend to such acquired, developed or constructed property, such Liens secure Indebtedness in an amount not in excess of the original purchase price or the original cost of any such assets or repair, addition or improvement thereto;



(h)

liens on assets transferred to a Securitization Entity or an asset of a Securitization Entity, in either case, incurred in connection with a Permitted Securitization Transaction;



(i)

leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights), which do not materially interfere with the ordinary course of conduct of the business of the Company or any Restricted Subsidiary;



(j)

Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary;



(k)

any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing clauses (a) through (j) so long as no additional collateral is granted as security thereby; and

171

(l)

Liens (not including Liens permitted by clauses (a) through (k) above) securing Indebtedness in the aggregate principal amount outstanding at any one time not to exceed 10% of Consolidated Net Tangible Assets.

        Sale and Leaseback Transactions.    The Company will not, and will not permit any of its Subsidiaries to, enter into any sale and leaseback transaction (not including any sale and leaseback transaction in the form of an operating lease); provided, that the Company or one of its Subsidiaries may enter into a sale and leaseback transaction if:

(1)

the Company or such Subsidiary could have incurred a Lien to secure the Indebtedness relating to such sale and leaseback transaction pursuant to the covenant described above under the caption "Limitation on Liens"; and



(2)

the gross cash proceeds of such sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of such sale and leaseback transaction.

Events of Default

        An Event of Default will occur under the Senior Note Indenture if:

(1)

there shall be a default in the payment of any interest on any Senior Note when it becomes due and payable, and such default shall continue for a period of 30 days;



(2)

there shall be a default in the payment of the principal of (or premium, if any, on) any Senior Note at its Maturity (upon acceleration, optional or mandatory redemption, if any, required repurchase or otherwise);

(3)	(a)	there shall be a default in the performance, or breach, of any covenant or agreement of the Company or any Senior Note Guarantor under the Senior Note Indenture or any Senior Note Guarantee (other than a default in the performance, or breach, of a covenant or agreement which is specifically dealt with in clause (1), (2) or in clause (b), (c), (d) or (e) of this clause (3)) and such default or breach shall continue for a period of 30 days after written notice has been given, by certified mail, (1) to the Company by the Senior Note Trustee or (2) to the Company and the Senior Note Trustee by the holders of at least 25% in aggregate principal amount of the outstanding Senior Notes;
	(b)	there shall be a default in the performance or breach of the provisions described in "—Consolidation, Merger, Sale of Assets";
	(c)	the Company shall have failed to make or consummate an Offer in accordance with the provisions of "—Certain Covenants—Limitation on Sale of Assets";
	(d)	the Company shall have failed to make or consummate a Change of Control Offer in accordance with the provisions of "Purchase of Senior Notes Upon a Change of Control"; or
	(e)	the Company shall have failed to make or consummate an offer to purchase if the closing of the Acquisition is not completed within 10 days of the closing of the sale of the Senior Notes;

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(4)	(a)	any default in the payment of the principal, premium, if any, or interest on any Indebtedness shall have occurred under any of the agreements, indentures or instruments under which the Company, any Senior Note Guarantor or any Restricted Subsidiary then has outstanding Indebtedness in excess of $40.0 million when the same shall become due and payable in full and such default shall have continued after any applicable grace period and shall not have been cured or waived and, if not already matured at its final maturity in accordance with its terms, the holder of such Indebtedness shall have the right to accelerate such Indebtedness or
	(b)	an event of default as defined in any of the agreements, indentures or instruments described in clause (a) of this clause (4) shall have occurred and the Indebtedness thereunder, if not already matured at its final maturity in accordance with its terms, shall have been accelerated;

(5)

any Senior Note Guarantee shall for any reason cease to be, or shall for any reason be asserted in writing by any Senior Note Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms, except to the extent contemplated by the Senior Note Indenture and any such Senior Note Guarantee;



(6)

one or more judgments, orders or decrees of any court or regulatory or administrative agency for the payment of money in excess of $40.0 million, either individually or in the aggregate, shall be rendered against the Company, any Senior Note Guarantor or any Subsidiary or any of their respective properties and shall not be discharged and either (a) any creditor shall have commenced an enforcement proceeding upon such judgment, order or decree or (b) there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal or otherwise, shall not be in effect;



(7)

there shall have been the entry by a court of competent jurisdiction of (a) a decree or order for relief in respect of the Company or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable Bankruptcy Law or (b) a decree or order adjudging the Company or any of its Significant Subsidiaries bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any of its Significant Subsidiaries under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any of its Significant Subsidiaries or of any substantial part of their respective properties, or ordering the winding up or liquidation of their affairs, and any such decree or order for relief shall continue to be in effect, or any such other decree or order shall be unstayed and in effect, for a period of 60 consecutive days; or

(8)	(a)	the Company or any Significant Subsidiary commences a voluntary case or proceeding under any applicable Bankruptcy Law or any other case or proceeding to be adjudicated bankrupt or insolvent,
	(b)	The Company or any Significant Subsidiary consents to the entry of a decree or order for relief in respect of the Company or such Significant Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against it,
	(c)	The Company or any Significant Subsidiary files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law,

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(d)	The Company or any Significant Subsidiary (1) consents to the filing of such petition or the appointment of, or taking possession by, a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or of any substantial part of their respective properties or (2) makes an assignment for the benefit of creditors, or
(e)	The Company or any Significant Subsidiary takes any corporate action in furtherance of any such actions in this paragraph (8).

        If an Event of Default (other than as specified in clauses (7) and (8) of the prior paragraph with respect to the Company or any Significant Subsidiary) shall occur and be continuing with respect to the Senior Note Indenture, the Senior Note Trustee or the holders of not less than 25% in aggregate principal amount of the Senior Notes then outstanding may, and the Senior Note Trustee at the request of such holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all Senior Notes to be due and payable immediately, by a notice in writing to the Company (and to the Senior Note Trustee if given by the holders of the Senior Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately. In the event of a declaration of acceleration of the Senior Notes because an Event of Default described in clause (4) under "Events of Default" has occurred and is continuing, the declaration of acceleration of the Senior Notes shall be automatically annulled if the event of default triggering such Event of Default pursuant to clause (4) shall be remedied or cured by the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto (and any acceleration of such Indebtedness was rescinded) and if (1) the annulment of the acceleration of the Senior Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Senior Notes that became due solely because of acceleration of the Senior Notes, have been cured or waived. If an Event of Default specified in clause (7) or (8) of the prior paragraph occurs with respect to the Company or any Significant Subsidiary and is continuing, then all the Senior Notes shall ipso facto become and be due and payable immediately in an amount equal to the principal amount of the Senior Notes, together with accrued and unpaid interest, if any, to the date the Senior Notes become due and payable, without any declaration or other act on the part of the Senior Note Trustee or any holder. Thereupon, the Senior Note Trustee may, at its discretion, proceed to protect and enforce the rights of the holders of Senior Notes by appropriate judicial proceedings.

        After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Senior Note Trustee, the holders of a majority in aggregate principal amount of Senior Notes outstanding by written notice to the Company and the Senior Note Trustee, may rescind and annul such declaration and its consequences if

(a)

The Company has paid or deposited with the Senior Note Trustee a sum sufficient to pay (1) all sums paid or advanced by the Senior Note Trustee under the Senior Note Indenture and the reasonable compensation, expenses, disbursements and advances of the Senior Note Trustee, its agents and counsel, (2) all overdue interest on all Senior Notes then outstanding, (3) the principal of, and premium, if any, on any Senior Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Senior Notes and (4) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Senior Notes;



(b)

The rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and

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(c)

All Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Senior Notes, which have become due solely by such declaration of acceleration, have been cured or waived as provided in the Senior Note Indenture.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

        The holders of not less than a majority in aggregate principal amount of the Senior Notes outstanding may on behalf of the holders of all outstanding Senior Notes waive any past default under the Senior Note Indenture and its consequences, except a default (1) in the payment of the principal of, premium, if any, or interest on any Senior Note (which may only be waived with the consent of each holder of Senior Notes effected) or (2) in respect of a covenant or provision which under the Senior Note Indenture cannot be modified or amended without the consent of the holder of each Senior Note affected by such modification or amendment.

        No holder of any of the Senior Notes has any right to institute any proceedings with respect to the Senior Note Indenture or any remedy thereunder, unless the holders of at least 25% in aggregate principal amount of the outstanding Senior Notes have made written request, and offered reasonable indemnity, to the Senior Note Trustee to institute such proceeding as Senior Note Trustee under the Senior Notes and the Senior Note Indenture, the Senior Note Trustee has failed to institute such proceeding within 30 days after receipt of such notice and the Senior Note Trustee, within such 30-day period, has not received directions inconsistent with such written request by holders of a majority in aggregate principal amount of the outstanding Senior Notes. Such limitations do not, however, apply to a suit instituted by a holder of a Senior Note for the enforcement of the payment of the principal of, premium, if any, or interest on such Senior Note on or after the respective due dates expressed in such Senior Note.

        The Company is required to notify the Senior Note Trustee within 10 business days of knowledge of the occurrence of any Default. The Company is required to deliver to the Senior Note Trustee, on or before a date not more than 60 days after the end of each fiscal quarter and not more than 120 days after the end of each fiscal year, a written statement as to compliance with the Senior Note Indenture, including whether or not any Default has occurred. The Senior Note Trustee is under no obligation to exercise any of the rights or powers vested in it by the Senior Note Indenture at the request or direction of any of the holders of the Senior Notes unless such holders offer to the Senior Note Trustee security or indemnity satisfactory to the Senior Note Trustee against the costs, expenses, and liabilities, which might be incurred thereby.

        The Trust Indenture Act contains limitations on the rights of the Senior Note Trustee, should it become a creditor of the Company or any Senior Note Guarantor, if any, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Senior Note Trustee is permitted to engage in other transactions, but if it acquires any conflicting interest it must eliminate such conflict upon the occurrence of an Event of Default or else resign.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, member or stockholder of the Company or any Senior Note Guarantor, as such, will have any liability for any obligations of the Company or the Senior Note Guarantors under the Senior Notes, the Senior Note Indenture, the Senior Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Defeasance or Covenant Defeasance of Senior Note Indenture

        The Company may, at its option and at any time, elect to have the obligations of the Company, any Senior Note Guarantor, and any other obligor upon the Senior Notes discharged with respect to the outstanding Senior Notes ("defeasance"). Such defeasance means that the Company, any such Senior Note Guarantor, and any other obligor under the Senior Note Indenture shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Senior Notes, except for

(1)

the rights of holders of such outstanding Senior Notes to receive payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due,



(2)

the Company's obligations with respect to the Senior Notes concerning issuing temporary Senior Notes, registration of Senior Notes, mutilated, destroyed, lost or stolen Senior Notes, and the maintenance of an office or agency for payment and money for security payments held in trust,



(3)

the rights, powers, trusts, duties and immunities of the Senior Note Trustee and



(4)

the defeasance provisions of the Senior Note Indenture.

        In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and any Senior Note Guarantor released with respect to certain covenants that are described in the Senior Note Indenture ("covenant defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the Senior Notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Senior Notes.

        In order to exercise either defeasance or covenant defeasance,

(a)

the Company must irrevocably deposit with the Senior Note Trustee, in trust, for the benefit of the holders of the Senior Notes, cash or Cash Equivalents, or a combination thereof, in such amounts as will be sufficient, in the opinion of a U.S. or Canadian nationally recognized firm of independent public accountants or a U.S. or Canadian nationally recognized investment banking firm, to pay and discharge the principal of, premium, if any, and interest on the outstanding Senior Notes on the Stated Maturity (or on any date after August 1, 2008 (such date being referred to as the "Defeasance Redemption Date"), if at or prior to electing either defeasance or covenant defeasance, the Company has delivered to the Senior Note Trustee an irrevocable notice to redeem all of the outstanding Senior Notes on the Defeasance Redemption Date);



(b)

in the case of defeasance, the Company shall have delivered to the Senior Note Trustee an Opinion of Independent Counsel in the United States stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Senior Note Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Independent Counsel in the United States shall confirm that, the holders and the beneficial owners of the outstanding Senior Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;



(c)

in the case of covenant defeasance, the Company shall have delivered to the Senior Note Trustee an Opinion of Independent Counsel in the United States to the effect that the holders and the beneficial owners of the outstanding Senior Notes will not recognize income, gain or

176

loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred;

(d)

in the case of both defeasance and covenant defeasance, the Company shall have delivered to the Senior Note Trustee an Opinion of Independent Counsel in Canada stating that the Company has received from, or there has been published by, the Canada Revenue Agency an advance ruling, in either case to the effect that, and based thereon such opinion shall confirm that, (A) the holders and the beneficial owners of the outstanding Senior Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such deposit and defeasance and will be subject to Canadian federal, provincial or territorial income tax or other tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that beneficial owners of the Senior Notes include beneficial owners who are not resident in Canada) and (B) that payments on the Senior Notes will not be subject to any deduction or withholding for taxes imposed, assessed or levied by Canada or any taxing authority in or of Canada as a result of such deposit and defeasance;



(e)

no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as clause (7) or (8) under the first paragraph under "—Events of Default" are concerned, at any time during the period ending on the 91st day after the date of deposit;



(f)

such defeasance or covenant defeasance shall not cause the Senior Note Trustee for the Senior Notes to have a conflicting interest as defined in the Senior Note Indenture and for purposes of the Trust Indenture Act with respect to any securities of the Company or any Senior Note Guarantor;



(g)

such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, the Senior Note Indenture or any other material agreement or instrument to which the Company, any Senior Note Guarantor or any Restricted Subsidiary is a party or by which it is bound;



(h)

such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder;



(i)

the Company will have delivered to the Senior Note Trustee an Opinion of Independent Counsel in the United States to the effect that (assuming no holder of the Senior Notes would be considered an insider of the Company or any Senior Note Guarantor under any applicable bankruptcy or insolvency law and assuming no intervening bankruptcy or insolvency of the Company or any Senior Note Guarantor between the date of deposit and the 91st day following the deposit) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally;



(j)

the Company shall have delivered to the Senior Note Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of the Senior Notes or any Senior Note Guarantee over the other creditors of the Company or any Senior Note Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company, any Senior Note Guarantor or others;

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(k)

no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the Senior Notes on the date of such deposit or at any time ending on the 91st day after the date of such deposit; and



(l)

the Company will have delivered to the Senior Note Trustee an Officers' Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent provided for relating to either the defeasance or the covenant defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

        The Senior Note Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Senior Notes as expressly provided for in the Senior Note Indenture) as to all outstanding Senior Notes under the Senior Note Indenture when

(a)

either



(1)

all such Senior Notes theretofore authenticated and delivered (except lost, stolen or destroyed Senior Notes which have been replaced or paid or Senior Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided for in the Indenture) have been delivered to the Senior Note Trustee for cancellation or



(2)

all such Senior Notes not theretofore delivered to the Senior Note Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year, or (c) are to be called for redemption within one year under arrangements reasonably satisfactory to the Senior Note Trustee for the giving of notice of redemption by the Senior Note Trustee in the name, and at the expense, of the Company;



(b)

the Company or any Senior Note Guarantor has irrevocably deposited or caused to be deposited with the Senior Note Trustee as trust funds in trust an amount in United States dollars sufficient to pay and discharge the entire indebtedness on the Senior Notes not theretofore delivered to the Senior Note Trustee for cancellation, including principal of, premium, if any, and accrued interest at such Maturity, Stated Maturity or redemption date;



(c)

no Default or Event of Default shall have occurred and be continuing on the date of such deposit;



(d)

the Company or any Senior Note Guarantor has paid or caused to be paid all other sums payable under the Senior Note Indenture by the Company and any Senior Note Guarantor; and



(e)

the Company has delivered to the Senior Note Trustee an Officers' Certificate and an Opinion of Independent Counsel each stating that (1) all conditions precedent under the Senior Note Indenture relating to the satisfaction and discharge of such Senior Note Indenture have been complied with and (2) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, the Senior Note Indenture or any other material agreement or instrument to which the Company, any Senior Note Guarantor or any Subsidiary is a party or by which the Company, any Senior Note Guarantor or any Subsidiary is bound.

Modifications and Amendments

        Modifications and amendments of the Senior Note Indenture may be made by the Company, each Senior Note Guarantor, if any, and the Senior Note Trustee with the consent of the holders of at least

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a majority in aggregate principal amount of the Senior Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for Senior Notes); provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding Senior Note affected thereby:

(1)

change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any redemption date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Senior Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any such Senior Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date);



(2)

reduce the percentage in principal amount of such outstanding Senior Notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver or compliance with certain provisions of the Senior Note Indenture;



(3)

modify any of the provisions relating to supplemental indentures requiring the consent of holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of such outstanding Senior Notes required for such actions or to provide that certain other provisions of the Senior Note Indenture cannot be modified or waived without the consent of the holder of each such Senior Note affected thereby; or



(4)

except as otherwise permitted under "Consolidation, Merger, Sale of Assets", consent to the assignment or transfer by the Company or any Senior Note Guarantor of any of its rights and obligations under the Senior Note Indenture.

        Notwithstanding the foregoing, without the consent of any holders of the Senior Notes, the Company, any Senior Note Guarantor, any other obligor under the Senior Notes and the Senior Note Trustee may modify or amend the Senior Note Indenture:

(1)

to evidence the succession of another Person to the Company or a Senior Note Guarantor, and the assumption by any such successor of the covenants of the Company or such Senior Note Guarantor in the Senior Note Indenture and in the Senior Notes and in any Senior Note Guarantee in accordance with "—Consolidation, Merger, Sale of Assets";



(2)

to add to the covenants of the Company, any Senior Note Guarantor or any other obligor upon the Senior Notes for the benefit of the holders of the Senior Notes or to surrender any right or power conferred upon the Company or any Senior Note Guarantor or any other obligor upon the Senior Notes, as applicable, in the Senior Note Indenture, in the Senior Notes or in any Senior Note Guarantee;



(3)

(a) to cure any ambiguity, or to correct or supplement any provision in the Senior Note Indenture, the Senior Notes or any Senior Note Guarantee which may be defective or inconsistent with any other provision in the Senior Note Indenture, the Senior Notes or any Senior Note Guarantee or (b) make any other provisions under the Senior Note Indenture, the Senior Notes or any Senior Note Guarantee; provided that, in the case of clause (b), such provisions shall not adversely affect the interest of the holders of the Senior Notes in any material respect;



(4)

to comply with the requirements of the Commission in order to effect or maintain the qualification of the Senior Note Indenture under the Trust Indenture Act;

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(5)

to add a Senior Note Guarantor under the Senior Note Indenture or release any guarantee in accordance with the Senior Note Indenture;



(6)

to evidence and provide the acceptance of the appointment of a successor trustee under the Senior Note Indenture; or



(7)

to mortgage, pledge, hypothecate or grant a security interest in favor of the Senior Note Trustee for the benefit of the holders of the Senior Notes as additional security for the payment and performance of the Company's and any Senior Note Guarantor's obligations under the Senior Note Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Senior Note Trustee pursuant to the Senior Note Indenture or otherwise.

        The holders of a majority in aggregate principal amount of the Senior Notes outstanding may waive compliance with certain restrictive covenants and provisions of the Senior Note Indenture. No amendment may be made to the subordination provisions of the Senior Note Indenture that adversely affects the rights of any holder of Senior Indebtedness then outstanding unless holders of such Senior Indebtedness (or any group or representative thereof authorized to give such consent) give their consent.

Further Issues

        The Company may from time to time, without notice to or the consent of the registered holders of the Senior Notes, create and issue further notes (the "Additional Senior Notes") ranking equally with the Senior Notes in all respects (or in all respects other than the payment of interest accruing prior to the issue date of such further notes or except for the first payment of interest following the issue date of such further notes), subject to compliance with the covenant described under "—Certain Covenants—Limitation on Indebtedness" and the restrictions contained in the Credit Agreement and other agreements of the Company. Such further notes may be consolidated and form a single series with the Senior Notes and have the same terms as to status, redemption or otherwise as to the Senior Notes.

Governing Law

        The Senior Note Indenture, the Senior Notes and any Senior Note Guarantee will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

Enforceability of Judgments

        Since a significant portion of our assets and cash flows are outside the United States, any judgment obtained in the United States against us, including judgments with respect to the payment of principal, premium, interest, additional interest, Additional Amounts, Change of Control Purchase Price, offer price, redemption price or other amounts payable under the Senior Notes, may not be collectible within the United States.

        Most of our non-U.S. assets and cash flows are located in the Province of Quebec. We have been informed by our Canadian counsel that the laws of the Province of Quebec and the federal laws of Canada applicable therein permit a motion to be brought before a court of competent jurisdiction in such Province (a "Quebec Court") on any final, conclusive and enforceable judgment in personam of any federal or state court located in the Borough of Manhattan in the City of New York ("New York Court") that is not impeachable as void or voidable under the laws of the State of New York ("New York Law") for a sum certain in respect of the Senior Note Indenture or the Senior Notes if: (i) the court rendering such judgment had jurisdiction over the judgment debtor, as recognized by a Quebec

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Court (and submission by the Company in the Senior Note Indenture to the nonexclusive jurisdiction of the New York Court will be sufficient for that purpose if the dispute giving rise to the judgment is substantially connected with the State of New York), (ii) such judgment was not rendered in contravention of the fundamental principles of procedure and the decision and the enforcement thereof would not be manifestly inconsistent with public order as understood in international relations, as that term is applied by a court of competent jurisdiction in the Province of Quebec, (iii) such judgment is not contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the competition tribunal under the Competition Act (Canada), (iv) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue laws (including taxation laws) or expropriatory, criminal or penal laws, (v) the action or motion to enforce such judgment is commenced within the applicable limitation period, (vi) a dispute between the same parties, based on the same facts and having the same object, has not given rise to a decision rendered in the Province of Quebec, whether it has acquired the authority of a final judgment or not, or is not pending before a Quebec authority in the first instance, or has not been decided in a third country and the decision meets the necessary conditions for recognition in the Province of Quebec and (vii) the decision has not been rendered by default unless the plaintiff proves that the act of procedure initiating the proceedings was duly served on the defaulting party in accordance with the law of the place where the decision was rendered, provided that the defaulting party does not prove that, owing to the circumstances, it was unable to learn of the act of procedure initiating the proceedings or was not given sufficient time to offer its defense. We have been advised by our Canadian counsel that they have no reason to believe, based upon public order, as understood in international relations and under the laws of the Province of Quebec and as those terms are applied by a Quebec Court on the date hereof, that recognition of a judgment of a New York Court to enforce the Senior Note Indenture or the Senior Notes would be avoided.

        In addition, under the Currency Act (Canada), a Quebec Court may only render judgment for a sum of money in Canadian currency, and in enforcing a foreign judgment for a sum of money in a foreign currency, a Quebec Court will render its decision in the Canadian currency equivalent of such foreign currency calculated at the rate of exchange prevailing on the date the judgment became enforceable at the place where it was rendered.

Concerning the Senior Note Trustee

        The Senior Note Indenture contains certain limitations on the rights of the Senior Note Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Senior Note Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Senior Note Trustee with such conflict or resign as Senior Note Trustee.

        The holders of a majority in principal amount of the then outstanding Senior Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Senior Note Trustee, subject to certain exceptions. The Senior Note Indenture provides that in case an Event of Default occurs (which has not been cured), the Senior Note Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Senior Note Trustee will be under no obligation to exercise any of its rights or powers under the Senior Note Indenture at the request of any holder of Senior Notes unless such holder shall have offered to the Senior Note Trustee security and indemnity satisfactory to it against any loss, liability or expense.

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Certain Definitions

        Set forth below are certain defined terms used in the Senior Note Indenture. Reference is made to the Senior Note Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP.

"Acquired Indebtedness" means Indebtedness of a Person (1) existing at the time such Person becomes a Restricted Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or such acquisition, as the case may be. Acquired Indebtedness shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Restricted Subsidiary, as the case may be.

"Acquisition" means the consummation of the acquisition by the Company of all of the outstanding capital stock of Eckerd Corporation, a Delaware corporation, Thrift Drug, Inc., a Delaware corporation, and Genovese Drug Stores, Inc., a Delaware corporation, pursuant to the Stock Purchase Agreement.

"Administrative Agent Bank" means any administrative agent bank under the Credit Agreement.

"Affiliate" means, with respect to any specified Person: (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; (2) any other Person that owns, directly or indirectly, 10% or more of any class or series of such specified Person's (or any of such Person's direct or indirect parent's) Capital Stock or any officer or director of any such specified Person or other Person or, with respect to any natural Person, any person having a relationship with such Person by blood, marriage or adoption not more remote than first cousin; or (3) any other Person 10% or more of the Voting Stock of which is beneficially owned or held directly or indirectly by such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Asset Sale" means any sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, by way of merger, consolidation or sale and leaseback transaction) (collectively, a "transfer"), directly or indirectly, in one or a series of related transactions, of:

(1)

any Capital Stock of any Restricted Subsidiary;



(2)

all or substantially all of the properties and assets of any division or line of business of the Company or any Restricted Subsidiary; or



(3)

any other properties, assets or rights of the Company or any Restricted Subsidiary other than in the ordinary course of business.

        For the purposes of this definition, the term "Asset Sale" shall not include any transfer of properties and assets

(A)

that is governed by the provisions described under "Consolidation, Merger, Sale of Assets",



(B)

that is a Change of Control whereby the Company makes a Change of Control Offer and complies with its terms,



(C)

that is by the Company to any Restricted Subsidiary or by any Restricted Subsidiary to the Company or any Restricted Subsidiary in accordance with the terms of the Senior Note Indenture,



(D)

that would be within the definition of a "Permitted Investment",

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(E)

that would be within the definition of a "Restricted Payment" under the "Limitation on Restricted Payments" covenant and would be permitted to be made as a Restricted Payment (and shall be deemed a Restricted Payment) under such covenant,



(F)

that is of obsolete equipment,



(G)

that consist of cash or Cash Equivalents, inventory, receivables and other current assets,



(H)

sales of accounts receivable, chattel paper and related assets of the type described in the definition of "Permitted Securitization Transaction" to a Securitization Entity for the Fair Market Value thereof and transfers of accounts receivable, chattel paper and related assets of the type described in the definition of "Permitted Securitization Transaction" (or a fractional undivided interest therein) by a Securitization Entity in a Permitted Securitization Transaction,



(I)

the leasing or licensing of any real or personal property in the ordinary course of business and consistent with past practice,



(J)

the sale of Capital Stock of an Unrestricted Subsidiary, or



(K)

the Fair Market Value of which in the aggregate does not exceed $10.0 million in any transaction or series of related transactions.

"Asset Swap" means the exchange by the Company or a Restricted Subsidiary of a portion of its property, business or assets, for property, businesses or assets which, or Capital Stock of a Person all or substantially all of whose assets are of a type used in the business of the Company on the date of the Senior Note Indenture or in a Permitted Business, or a combination of any property, business or assets or Capital Stock of such a Person and cash or Cash Equivalents.

"Attributable Indebtedness" in respect of a sale and leaseback transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

"Average Life to Stated Maturity" means, as of the date of determination with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the products of (a) the number of years from the date of determination to the date or dates of each successive scheduled principal payment of such Indebtedness multiplied by (b) the amount of each such principal payment by (2) the sum of all such principal payments.

"Bankruptcy Law" means United States Bankruptcy Code of 1978 as codified and enacted as Title 11 of the United States Code and as amended, or any similar United States federal or state law, Canadian federal law or provincial law or law of any other jurisdiction relating to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

"Capital Lease Obligation" of any Person means any obligation of such Person and its Restricted Subsidiaries on a Consolidated basis under any capital lease of (or other agreement conveying the right to use) real or personal property which, in accordance with GAAP, is required to be recorded as a capitalized lease obligation.

"Capital Stock" of any Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person's capital stock, other equity interests whether now outstanding or issued after the date of the Senior Note Indenture, partnership interests (whether general or limited), limited liability company interests, any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the

183

issuing Person, including any Preferred Stock, and any rights (other than debt securities convertible into Capital Stock), warrants or options exchangeable for or convertible into such Capital Stock.

"Cash Equivalents" means:

(1)

Canadian or U.S. dollars;



(2)

marketable direct obligations issued by, or unconditionally guaranteed by, the federal government of the United States of America or Canada, respectively, or issued by any agency thereof and backed by the full faith and credit of the federal government of the United States of America or Canada, respectively, in each case maturing within one year from the date of acquisition thereof;



(3)

marketable direct obligations issued by any state of the United States of America or any province of Canada or any political subdivision of any such state or province, as the case may be, or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody's; provided that, in the event that any such obligation is not rated by S&P or Moody's, such obligation will have the highest rating from Dominion Bond Rating Service Limited ("DBRS");



(4)

commercial paper maturing no more than one year from the date of acquisition issued by a corporation that is not an Affiliate of the Company and is organized under the laws of the United States of America or Canada or any state or province thereof, as the case may be, or the District of Columbia, having a rating of at least R-2 (low) from DBRS or A-2 from S&P or at least P-2 from Moody's;



(5)

overnight deposits, certificates of deposit or bankers' acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or Canada or any state or province, as the case may be, thereof or the District of Columbia or any U.S. or Canadian branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000;



(6)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (2) of this definition entered into with any bank meeting the qualifications specified in clause (5) of this definition; and



(7)

investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (6) of this definition.

"Change of Control" means the occurrence of any of the following events:

(1)

any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Voting Stock of the Company constituting more than 50% of the total voting power of all outstanding Voting Stock of the Company with respect to the election of directors;



(2)

during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election to such Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of the Permitted Holders (if the Permitted Holders own a majority of the voting power of the Voting Stock of the Company) or by a vote of not less than the majority of the directors then still in office who were either directors at the

184

beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of such Board of Directors of the Company then in office;

(3)

the Company consolidates with or merges with or into any Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its and its Restricted Subsidiaries' assets to any Person, or any Person consolidates with or merges into or with the Company, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities or other property, other than any such transaction where



(A)

the outstanding Voting Stock of the Company is changed into or exchanged for (1) Voting Stock of the surviving corporation which is not Redeemable Capital Stock or (2) cash, securities and other property (other than Capital Stock of the surviving corporation) in an amount which could be paid by the Company as a Restricted Payment as described under "—Certain Covenants—Limitation on Restricted Payments" (and such amount shall be treated as a Restricted Payment subject to the provisions in the Senior Note Indenture described under "—Certain Covenants—Limitation on Restricted Payments") and



(B)

immediately after such transaction, no "person" or "group", other than any Permitted Holder, is the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Voting Stock constituting more than 50% of the total voting power of all outstanding Voting Stock with respect to the election of directors of the surviving corporation; or



(4)

the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution other than in a transaction which complies with the provisions described under "—Consolidation, Merger, Sale of Assets".

For purposes of this definition, any transfer of an equity interest of an entity that was formed for the purpose of acquiring Voting Stock of the Company will be deemed to be a transfer of such portion of such Voting Stock as corresponds to the portion of the equity of such entity that has been so transferred.

"Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of the Senior Note Indenture such Commission is not existing and performing the duties now assigned to it under the Securities Act, Exchange Act and Trust Indenture Act then the body performing such duties at such time.

"Commodity Price Protection Agreement" means any forward contract, commodity swap, commodity option or other similar financial agreement or arrangement relating to, or the value which is dependent upon, fluctuations in commodity prices.

"Common Stock" means the Company's common stock.

"Company" means The Jean Coutu Group (PJC) Inc., a corporation originated under the laws of Quebec, until a successor Person shall have become such pursuant to the applicable provisions of the Senior Note Indenture, and thereafter "Company" shall mean such successor Person.

"Consolidated Fixed Charge Coverage Ratio" of any Person means, for any period, the ratio of

(a)

the sum of Consolidated Net Income (Loss), and in each case to the extent deducted in computing Consolidated Net Income (Loss) for such period, Consolidated Interest Expense, Consolidated Income Tax Expense and Consolidated Non-cash Charges for such period, of

185

such Person and its Restricted Subsidiaries on a Consolidated basis, all determined in accordance with GAAP, less all non-cash items increasing Consolidated Net Income for such period and less all cash payments during such period relating to non-cash charges that were added back to Consolidated Net Income in determining the Consolidated Fixed Charge Coverage Ratio in any prior period to

(b)

the sum of Consolidated Interest Expense for such period and cash and non-cash dividends paid on any Redeemable Capital Stock of the Company or any Restricted Subsidiary or Preferred Stock of the Restricted Subsidiaries of the Company during such period,

in each case after giving pro forma effect (as calculated in accordance with Article 11 of Regulation S-X under the Securities Act or any successor provision) to

(1)

the incurrence of the Indebtedness giving rise to the need to make such calculation and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, on the first day of such period;



(2)

the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such period as if such Indebtedness was incurred, repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period);



(3)

in the case of Acquired Indebtedness or any acquisition occurring at the time of the incurrence of the Indebtedness giving rise to the need to make such pro forma calculation, the related acquisition, assuming such acquisition had been consummated on the first day of such period; and



(4)

any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale, or any related repayment of Indebtedness, in each case since the first day of such period, assuming such acquisition or disposition or repayment had been consummated on the first day of such period;

provided that

(1)

in making such computation, the Consolidated Interest Expense attributable to interest on any Indebtedness computed on a pro forma basis and (A) bearing a floating interest rate shall be computed as if the rate in effect on the date of computation had been the applicable rate for the entire period and (B) which was not outstanding during the period for which the computation is being made but which bears, at the option of such Person, a fixed or floating rate of interest, shall be computed by applying at the option of such Person either the fixed or floating rate;



(2)

in making such computation, the Consolidated Interest Expense of such Person attributable to interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period;



(3)

in making such computation, any cash charges taken in connection with the integration of the Eckerd Acquisition and related matters within 24 months of the closing of the Eckerd Acquisition in an amount for all such cash charges that do not exceed $25 million in the aggregate shall be excluded; and

186

(4)

net income (or loss) or interest expense attributable to any Canadian drugstore franchisee in which the Company does not own or control more than 50% of the outstanding voting power of the Voting Stock thereof shall not be included in making such computation whether or not required to be included by GAAP.

"Consolidated Income Tax Expense" of any Person means, for any period, the provision for federal, state, provincial, local and foreign income taxes of such Person and its Consolidated Restricted Subsidiaries for such period as determined in accordance with GAAP.

"Consolidated Interest Expense" of any Person means, without duplication, for any period, the sum of

(a)

the interest expense of such Person and its Restricted Subsidiaries for such period, on a Consolidated basis, including, without limitation,



(1)

amortization of original issue discount on Indebtedness, if any,



(2)

the net cash costs associated with Interest Rate Agreements, Currency Hedging Agreements and Commodity Price Protection Agreements (including amortization of discounts),



(3)

the interest portion of any deferred payment obligation,



(4)

all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance financing and



(5)

accrued interest, plus

(b)	(1)	the interest component of the Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period and
	(2)	all capitalized interest of such Person and its Restricted Subsidiaries plus

(c)

the interest expense under any Guaranteed Debt of such Person and any Restricted Subsidiary to the extent not included under clause (a)(4) above, whether or not paid by such Person or its Restricted Subsidiaries, plus



(d)

dividend requirements of the Company with respect to Redeemable Capital Stock and of any Restricted Subsidiary with respect to Preferred Stock (except, in either case, dividends payable solely in shares of Qualified Capital Stock of the Company or such Restricted Subsidiary, as the case may be).

"Consolidated Net Income (Loss)" of any Person means, for any period, the Consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period on a Consolidated basis as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication,

(1)

all extraordinary gains or losses net of taxes (less all fees and expenses relating thereto),



(2)

the portion of net income (or loss) of such Person and its Restricted Subsidiaries on a Consolidated basis allocable to minority interests in unconsolidated Persons or Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person or one of its Consolidated Restricted Subsidiaries,



(3)

net income (or loss) of any Person combined with such Person or any of its Restricted Subsidiaries on a "pooling of interests" basis attributable to any period prior to the date of combination, and any non-cash impact attributable to the application of the purchase method of accounting in accordance with GAAP,

187

(4)

any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan,



(5)

gains or losses, net of taxes (less all fees and expenses relating thereto), in respect of dispositions of assets other than in the ordinary course of business (including, without limitation, dispositions pursuant to sale and leaseback transactions),



(6)

the net income of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary,



(7)

any restoration to net income of any contingency reserve, except to the extent provision for such reserve was made out of income accrued at any time following the date of the Senior Note Indenture,



(8)

any net gain arising from the acquisition of any securities or extinguishment, under GAAP, of any Indebtedness of such Person,



(9)

all deferred financing costs written off, and premiums paid, in connection with any early extinguishment of Indebtedness,



(10)

the cumulative effect of a change in accounting principles,



(11)

non-cash charges relating to employee benefit or other management compensation plans of the Company or any of its Restricted Subsidiaries or any non-cash compensation charge arising from any grant, issuance or repricing of stock, stock options or other equity-based awards or, in each case, any amendment, modification, substitution or change thereof, of the Company or any of its Restricted Subsidiaries in each case, to the extent that such non-cash charges are deducted in computing such Consolidated Net Income will be excluded,



(12)

any gain or loss arising from foreign currency fluctuations on foreign currency denominated Indebtedness, or



(13)

net income (or loss) attributable to any Canadian drugstore franchisee in which the Company does not own or control more than 50% of the outstanding voting power of the Voting Stock thereof whether or not required to be included by GAAP.

"Consolidated Net Tangible Assets" of any Person means, as of the last day of the most recent period for which financial statements are available, for such Person and its Restricted Subsidiaries on a Consolidated basis, an amount equal to (a) the Consolidated assets of the Person and its Restricted Subsidiaries minus (b) all intangible assets of the Person and its Restricted Subsidiaries at that time.

"Consolidated Non-cash Charges" of any Person means, for any period, the aggregate depreciation, amortization and other non-cash charges of such Person and its Restricted Subsidiaries on a Consolidated basis for such period, as determined in accordance with GAAP (excluding any non-cash charge which requires an accrual or reserve for cash charges for any future period).

"Consolidation" means, with respect to any Person, the consolidation of the accounts of such Person and each of its subsidiaries if and to the extent the accounts of such Person and each of its Subsidiaries would normally be consolidated with those of such Person, all in accordance with GAAP. The term "Consolidated" shall have a similar meaning.

"Credit Agreement" means the Credit Agreement among the Company and The Jean Coutu Group (PJC) USA, Inc., as borrowers thereto, certain lenders party thereto, and certain agents party thereto, and related guarantee documents, entered into in connection with the Acquisition as such agreements,

188

in whole or in part, in one or more instances, may be amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (including, without limitation, any successive renewals, extensions, substitutions, refinancings, restructurings, replacements, supplementations or other modifications of the foregoing), whether any such renewal, extension, substitution, replacement or refinancing (i) occurs simultaneously with the termination or repayment of a prior Credit Agreement or (ii) occurs on one or more separate occasions.

"Credit Facility" means one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities or other debt instruments, indentures or agreements, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or other debt obligations, in each case, as amended, restated, modified, renewed, refunded, restructured, supplemented, replaced or refinanced in whole or in part from time to time, including without limitation any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties thereto (whether or not such added or substituted parties are banks or other institutional lenders).

"Currency Hedging Agreements" means one or more of the following agreements which shall be entered into by one or more financial institutions: foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values.

"Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.

"Designated Non-cash Consideration" means the fair market value of non-cash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated pursuant to an Officers' Certificate, setting forth the basis of the valuation. The aggregate fair market value of the Designated Non-cash Consideration held by the Company or any Restricted Subsidiary at any given time, taken together with the fair market value at the time of receipt of all other Designated Non-cash Consideration received and still held by the Company or any Restricted Subsidiary at such time, may not exceed $25.0 million in aggregate, at the time of the receipt of the Designated Non-cash Consideration (with the fair market value being measured at the time received and without giving effect to subsequent changes in value).

"Disinterested Director" means, with respect to any transaction or series of related transactions, a member of the Board of Directors of the Company who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions.

"Equity Offering" means the offer and sale of Common Stock (other than Redeemable Capital Stock) of the Company with gross proceeds to the Company of at least $25.0 million in cash in any one transaction.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

"Fair Market Value" means, with respect to any asset or property, the sale value that would be obtained in an arm's-length free market transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. Fair Market Value shall be determined by the Board of Directors of the Company acting in good faith and shall be evidenced by a resolution of the Board of Directors.

189

"Fall Away Event" means such time as the Senior Notes shall have achieved Investment Grade Status (pursuant to ratings from each of S&P and Moody's) and the Company shall have delivered to the Senior Note Trustee an Officers' Certificate certifying as to such status.

"Generally Accepted Accounting Principles" or "GAAP" means generally accepted accounting principles in Canada, consistently applied, that are in effect on the date of the Senior Note Indenture.

"Guaranteed Debt" of any Person means, without duplication, all Indebtedness of any other Person referred to in the definition of Indebtedness below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement

(1)

to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness,



(2)

to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss,



(3)

to supply funds to, or in any other manner invest in, the debtor (including any agreement to pay for property or services without requiring that such property be received or such services be rendered),



(4)

to maintain working capital or equity capital of the debtor, or otherwise to maintain the net worth, solvency or other financial condition of the debtor or to cause such debtor to achieve certain levels of financial performance or



(5)

otherwise to assure a creditor against loss;

provided that the term "guarantee" shall not include endorsements for collection or deposit, in either case in the ordinary course of business.

"Indebtedness" means, with respect to any Person, without duplication,

(1)

all indebtedness of such Person for borrowed money, including under an asset-based, receivable or other borrowing facility, or for the deferred purchase price of property or services, excluding any trade payables and other current liabilities arising in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit issued under letter of credit facilities, acceptance facilities or other similar facilities,



(2)

all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments,



(3)

all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, in which case the amount of any such indebtedness shall be equal at any time to the value of such property at such time), but excluding trade payables arising in the ordinary course of business,



(4)

all obligations under Interest Rate Agreements, Currency Hedging Agreements or Commodity Price Protection Agreements of such Person (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time),



(5)

all Capital Lease Obligations of such Person,

190

(6)

all Indebtedness referred to in clauses (1) through (5) above of other Persons and all dividends of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien, upon or with respect to property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness (provided that the amount of such Indebtedness of other Persons shall not exceed the greater of the book value or the fair market value of the property subject to such Lien),



(7)

all Guaranteed Debt of such Person,



(8)

all Redeemable Capital Stock issued by such Person valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends,



(9)

attributable debt with respect to sale and leaseback transactions,



(10)

Preferred Stock of any Restricted Subsidiary of the Company or any Senior Note Guarantor and



(11)

any amendment, supplement, modification, deferral, renewal, extension, refunding or refinancing of any liability of the types referred to in clauses (1) through (10) above;

provided that the amount of any limited recourse indebtedness shall be equal to the principal amount of such limited recourse indebtedness for, and to the extent, which the subject Person provides credit support of any kind (including any undertaking agreements or instrument that would constitute Indebtedness), is directly or indirectly liable as a guarantor or otherwise is the lender.

For purposes hereof, the "maximum fixed repurchase price" of any Redeemable Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Senior Note Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Redeemable Capital Stock, such Fair Market Value to be determined in good faith by the board of directors of the issuer of such Redeemable Capital Stock.

"Interest Rate Agreements" means one or more of the following agreements which shall be entered into by one or more financial institutions: interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) and/or other types of interest rate hedging agreements from time to time.

"Investment" means, with respect to any Person, directly or indirectly, any advance, loan (including guarantees), or other extension of credit or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase, acquisition or ownership by such Person of any Capital Stock, bonds, notes, debentures or other securities issued or owned by any other Person and all other items that would be classified as investments on a balance sheet prepared in accordance with GAAP. "Investment" shall exclude direct or indirect advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the Company's or any Restricted Subsidiary's balance sheet, endorsements for collection or deposit arising in the ordinary course of business and extensions of trade credit on commercially reasonable terms in accordance with normal trade practices. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Capital Stock of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company (other than the sale of all of the outstanding Capital Stock of such Subsidiary), the Company will be deemed to have made an Investment on the date of such sale or disposition equal to the Fair Market Value of

191

the Company's Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in "—Certain Covenants—Limitation on Restricted Payments".

"Investment Grade Status" means ratings of BBB—or higher by S&P (or its equivalent rating under any successor rating categories of S&P), and Baa3 or higher by Moody's (or its equivalent rating under any successor rating categories of Moody's).

"Issue Date" means the original issue date of the Senior Notes under the Senior Note Indenture.

"Lien" means any mortgage or deed of trust, charge, pledge, lien (statutory or otherwise), privilege, security interest, assignment, deposit, arrangement, easement, hypothecation, claim, preference, priority or other encumbrance upon or with respect to any property of any kind (including any conditional sale, capital lease or other title retention agreement, any leases in the nature thereof, and any agreement to give any security interest), real or personal, movable or immovable, now owned or hereafter acquired. A Person will be deemed to own subject to a Lien any property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease Obligation or other title retention agreement.

"Maturity" means, when used with respect to the Senior Notes, the date on which the principal of the Senior Notes becomes due and payable as therein provided or as provided in the Senior Note Indenture, whether at Stated Maturity, the Offer Date or the redemption date and whether by declaration of acceleration, Offer in respect of Excess Proceeds, Change of Control Offer in respect of a Change of Control, call for redemption or otherwise.

"Moody's" means Moody's Investors Service, Inc. and any successor thereto.

"Net Cash Proceeds" means

(a)

with respect to any Asset Sale by any Person, the proceeds thereof (without duplication in respect of all Asset Sales) in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary) net of



(1)

brokerage commissions and other reasonable fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale,



(2)

provisions for all taxes payable as a result of such Asset Sale,



(3)

payments made to retire Indebtedness where payment of such Indebtedness is secured by the assets or properties the subject of such Asset Sale,



(4)

amounts required to be paid to any Person (other than the Company or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale and



(5)

appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an Officers' Certificate delivered to the Senior Note Trustee and



(b)

with respect to any issuance or sale of Capital Stock or options, warrants or rights to purchase Capital Stock, or debt securities or Capital Stock that have been converted into or exchanged for Capital Stock as referred to under "—Certain Covenants—Limitation on Restricted Payments", the proceeds of such issuance or sale in the form of cash or Cash Equivalents

192

including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary), net of attorney's fees, accountant's fees and brokerage, consultation, underwriting and other fees and expenses actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

"Pari Passu Indebtedness" means (a) any Indebtedness of the Company that is equal in right of payment to the Senior Notes and (b) with respect to any Senior Note Guarantee, Indebtedness which ranks equal in right of payment to such Senior Note Guarantee.

"Permitted Business" means the lines of business conducted by the Company and its Restricted Subsidiaries on the date hereof and business reasonably related, complimentary or ancillary thereto, including reasonably related extensions or expansions thereof.

"Permitted Holders" means (i) Mr. Jean Coutu, (ii) the spouse, children or other lineal descendants (whether adoptive or biological) of Mr. Jean Coutu, (iii) any revocable or irrevocable intervivos or testamentary trust or the probate estate of any Person described in clause (i) or (ii) above, so long as one or more of the foregoing individuals named in clauses (i) and (ii) is the principal beneficiary of such trust or probate estate, and (iv) any Person all of the Capital Stock of which is held, directly or indirectly, by or for the benefit of the Persons or trusts or probate estates specified in clauses (i), (ii) or (iii) above.

"Permitted Investment" means

(1)

Investments in any Restricted Subsidiary or any Person which, as a result of such Investment, (a) becomes a Restricted Subsidiary or (b) is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Restricted Subsidiary;



(2)

Indebtedness of the Company or a Restricted Subsidiary described under clauses (4), (5), (6), (7) and (12) of the definition of "Permitted Indebtedness";



(3)

Investments in any of the Senior Notes;



(4)

Investments in Cash Equivalents;



(5)

Investments acquired by the Company or any Restricted Subsidiary in connection with an asset sale permitted under "—Certain Covenants—Limitation on Sale of Assets" to the extent such Investments are non-cash proceeds as permitted under such covenant;



(6)

Investments in existence on the date of the Senior Note Indenture;



(7)

Investments acquired in exchange for the issuance of Capital Stock (other than Redeemable Capital Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary) or acquired with the net cash proceeds received by the Company after the date of the Senior Note Indenture from the issuance and sale of Capital Stock (other than Redeemable Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary); provided that such Net Cash Proceeds are used to make such Investment within 10 days of the receipt thereof and the amount of all such Net Cash Proceeds will be excluded from clause (3)(B) of the first paragraph of the covenant described under "—Certain Covenants—Limitation on Restricted Payments";



(8)

Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and worker's compensation, performance and other similar deposits provided to third parties in the ordinary course of business;

193

(9)

loans or advances to employees of the Company in the ordinary course of business for bona fide business purposes of the Company and its Restricted Subsidiaries (including travel, entertainment and moving expenses) or the proceeds of which are used to purchase Capital Stock of the Company in the aggregate amount outstanding at any one time of $10.0 million;



(10)

any Investments received in good faith in settlement or compromise of obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;



(11)

any Investment by the Company or any Restricted Subsidiary in a Securitization Entity or any Investment by a Securitization Entity in any other Person, in each case in connection with a Permitted Securitization Transaction; provided, however, that the foregoing Investment is in the form of a Purchase Money Note or an Equity Interest;



(12)

any Investment in Permitted Joint Ventures in an amount not to exceed $100.0 million in the aggregate for all such Permitted Joint Ventures;



(13)

Investments in any Securitization Facility to the extent reasonably necessary to consummate any Permitted Securitization Transactions; and



(14)

other Investments in the aggregate amount outstanding at any one time of up to $50.0 million.

In connection with any assets or property contributed or transferred to any Person as an Investment, such property and assets shall be equal to the Fair Market Value (as determined by the Company's Board of Directors) at the time of Investment.

"Permitted Joint Ventures" means any joint venture (which may be in the form of a limited liability company, partnership, corporation or other entity) in which the Company or any of its Restricted Subsidiaries, directly or indirectly, owns or controls 50% or less of the total voting power of the shares of Capital Stock of such entity entitled to vote; provided, however, that any joint venture in which the Company, directly or indirectly, owns 50% of the total voting power of the Capital Stock of such entity entitled to vote shall only be a Permitted Joint Venture if engaged in a Permitted Business or engaged primarily in the business of prescription benefit management; provided, further, that any joint venture in which the Company, directly or indirectly, owns less than 50% of the total voting power of the Capital Stock of such entity entitled to vote shall only be a Permitted Joint Venture if engaged primarily in the business of prescription benefit management.

"Permitted Lien" means:

(a)

Liens securing Indebtedness permitted to be incurred under paragraphs (b)(1) or (11) under "—Certain Covenants—Limitation of Indebtedness";



(b)

any Lien existing as of the date of the Senior Note Indenture on Indebtedness existing or created on the date of the Senior Note Indenture;



(c)

any Lien arising by reason of



(1)

any judgment, decree or order of any court, so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;



(2)

taxes, assessments or government charges not yet delinquent or which are being contested in good faith;



(3)

security for payment of workers' compensation or other insurance;

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(4)

good faith deposits in connection with tenders, leases or other contracts (other than contracts for the payment of money);



(5)

zoning restrictions, easements, licenses, reservations, title defects, rights of others for rights of way, utilities, sewers, electric lines, telephone or telegraph lines, and other similar purposes, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee), none of which materially impairs the use of any parcel of property material to the operation of the business of the Company or any Restricted Subsidiary or the value of such property for the purpose of such business;



(6)

deposits to secure public or statutory obligations, or in lieu of surety or appeal bonds; or



(7)

operation of law in favor of mechanics, carriers, warehousemen, landlords, materialmen, laborers, employees or suppliers, incurred in the ordinary course of business for sums which are not yet delinquent or are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof;



(d)

any Lien securing Acquired Indebtedness created prior to (and not created in connection with, or in contemplation of) the incurrence of such Indebtedness by the Company or any Restricted Subsidiary;



(e)

any Lien to secure the performance bids, trade contracts, leases (including, without limitation, statutory and common law landlord's liens), statutory obligations, surety and appeal bonds, letters of credit and other obligations of a like nature and incurred in the ordinary course of business of the Company or any Restricted Subsidiary;



(f)

any Lien securing Indebtedness permitted to be incurred under Interest Rate Agreements, Currency Hedging Agreements, Commodity Price Protection Agreements or otherwise incurred to hedge interest rate risk;



(g)

any Lien securing Capitalized Lease Obligations or Purchase Money Obligations incurred in accordance with the Senior Note Indenture (including clause (8) of the definition of Permitted Indebtedness) and which are incurred or assumed solely in connection with the acquisition, development or construction of real or personal, moveable or immovable property within 90 days of such incurrence or assumption; provided that such Liens only extend to such acquired, developed or constructed property, such Liens secure Indebtedness in an amount not in excess of the original purchase price or the original cost of any such assets or repair, addition or improvement thereto, and the incurrence of such Indebtedness is permitted by the "Limitation on Indebtedness" covenant;



(h)

liens on assets transferred to a Securitization Entity or an asset of a Securitization Entity, in either case, incurred in connection with a Permitted Securitization Transaction;



(i)

leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights), which do not materially interfere with the ordinary course of conduct of the business of the Company or any Restricted Subsidiary;



(j)

(1) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary or (2) claim, restriction or encumbrance with respect to equity ownership interests in a Restricted Subsidiary granted in favor of the Company or any other Restricted Subsidiary;

195

(k)

any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing clauses (a) through (j) so long as no additional collateral is granted as security thereby; and



(l)

other Liens (including extensions, renewals, refinancings and replacements) securing Indebtedness permitted by the terms of the Senior Note Indenture to be incurred, so long as the aggregate principal amount of Indebtedness secured thereby does not exceed 10% of Consolidated Net Tangible Assets; provided, however, that the amount of Indebtedness that may be secured by Liens incurred under this clause (l) shall be reduced by the excess, if any, of the amount of (x) the amount of Indebtedness incurred under clause (1)(b) of paragraph (b) under "—Certain Covenants—Limitation of Indebtedness" over (y) $1,700 million.

"Permitted Securitization Transaction" means any transaction or series of transactions that qualify for off-balance sheet treatment in accordance with SFAS 140 or other applicable accounting pronouncements, pursuant to which the Company or any of its Restricted Subsidiaries may sell, contribute, convey or otherwise transfer to (i) a Securitization Entity (in the case of a transfer by the Company or any of its Restricted Subsidiaries) and (ii) any other person (in the case of a transfer by a Securitization Entity), or may grant a security interest in, any accounts receivable or chattel paper (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, and any assets directly related thereto, including, without limitation, all collateral securing such accounts receivable, and other assets (including contract rights and all guarantees or other obligations in respect of such accounts receivable or chattel paper, proceeds of such accounts receivable or chattel paper and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable or chattel paper).

"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

"Preferred Stock" means, with respect to any Person, any Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over the Capital Stock of any other class in such Person.

"Purchase Money Note" means a promissory note of a Securitization Entity evidencing a line of credit, which may be irrevocable, from the Company or any Restricted Subsidiary in connection with a Permitted Securitization Transaction to a Securitization Entity, which note is repayable from cash available to such Securitization Entity, other than amounts required to be established as reserves pursuant to contractual arrangements with entities that are not Affiliates entered into as part of such Permitted Securitization Transaction, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated accounts receivable.

"Purchase Money Obligation" means any Indebtedness secured by a Lien on assets related to the business of the Company and any additions and accessions thereto, which are purchased or constructed by the Company at any time after the Senior Notes are issued; provided that

(1)

the security agreement or conditional sales or other title retention contract pursuant to which the Lien on such assets is created (collectively a "Purchase Money Security Agreement") shall be entered into within 180 days after the purchase or substantial completion of the construction of such assets and shall at all times be confined solely to the assets so purchased or acquired, any additions and accessions thereto and any proceeds therefrom,

196

(2)

at no time shall the aggregate principal amount of the outstanding Indebtedness secured thereby be increased, except in connection with the purchase of additions and accessions thereto and except in respect of fees and other obligations in respect of such Indebtedness and



(3)

(A) the aggregate outstanding principal amount of Indebtedness secured thereby (determined on a per asset basis in the case of any additions and accessions) shall not at the time such Purchase Money Security Agreement is entered into exceed 100% of the purchase price to the Company of the assets subject thereto or (B) the Indebtedness secured thereby shall be with recourse solely to the assets so purchased or acquired, any additions and accessions thereto and any proceeds therefrom.

"Qualified Capital Stock" of any Person means any and all Capital Stock of such Person other than Redeemable Capital Stock.

"Redeemable Capital Stock" means any Capital Stock that, either by its terms or by the terms of any security into which it is convertible or exchangeable or otherwise, is or upon the happening of an event or passage of time would be, required to be redeemed prior to the final Stated Maturity of the principal of the Senior Notes or is redeemable at the option of the holder thereof at any time prior to such final Stated Maturity (other than upon a change of control of or sale of assets by the Company in circumstances where the holders of the Senior Notes would have similar rights), or is convertible into or exchangeable for debt securities at any time prior to such final Stated Maturity at the option of the holder thereof.

"Restricted Subsidiary" means any Subsidiary of the Company that has not been designated by the Board of Directors of the Company by a Board Resolution delivered to the Senior Note Trustee as an Unrestricted Subsidiary pursuant to and in compliance with the covenant described under "Certain Covenants—Limitation on Unrestricted Subsidiaries".

"S&P" means Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc., and any successor thereto.

"Securities Act" means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

"Securitization Entity" means a Wholly Owned Restricted Subsidiary of the Company that engages in no activities other than in connection with the financing of accounts receivable, chattel paper and related assets and that is designated by the Board of Directors of the Company (as provided below) as a Securitization Entity (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any other Restricted Subsidiary (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Company or any other Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or assets of the Company or any other Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither the Company nor any other Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing receivables, chattel paper and related assets of such entity, and (c) to which neither the Company nor any Restricted Subsidiary (other than such entity) has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company shall be evidenced to the Senior Note Trustee by filing with the Senior Note Trustee a certified copy of

197

the resolution of the Board of Directors of the Company giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions.

        "Senior Notes" means the $350.0 million in aggregate principal amount of senior notes due 2012 currently outstanding and/or are being offered for exchange by the Company pursuant to this prospectus, as applicable.

"Senior Note Guarantee" means the guarantee by any Senior Note Guarantor of the Company's Senior Note Indenture Obligations.

"Senior Note Guarantor" means any Subsidiary which is a guarantor of the Senior Notes, including any Person that is required after the date of the Senior Note Indenture to execute a guarantee of the Senior Notes pursuant to the "Limitation on Issuance of Guarantees of Indebtedness" covenant until a successor replaces such party pursuant to the applicable provisions of the Senior Note Indenture and, thereafter, shall mean such successor.

"Senior Note Indenture Obligations" means the obligations of the Company and any other obligor under the Senior Note Indenture or under the Senior Notes, including any Senior Note Guarantor, to pay principal of, premium, if any, and interest when due and payable, and all other amounts (including any Additional Amounts) due or to become due under or in connection with the Senior Note Indenture or the Senior Notes and the performance of all other obligations to the Senior Note Trustee and the holders under the Senior Note Indenture and the Senior Notes, according to the respective terms thereof.

        "Senior Subordinated Note Indenture Obligations" means the obligations of the Company and any other obligor under the Senior Subordinated Note Indenture or under the Senior Subordinated Notes, including any Senior Subordinated Note Guarantor, to pay principal of, premiums, if any, and interest when due and payable, and all other amounts (including any Additional Amounts) due or to become due under or in connection with the Senior Subordinated Note Indenture or the Senior Subordinated Notes and the performance of all other obligations to the Senior Subordinated Note Trustee and the holders under the Senior Subordinated Note Indenture and the Senior Subordinated Notes, according to the respective terms thereof.

"Senior Subordinated Notes" means the $850.0 million in aggregate principal amount of senior subordinated notes due 2014 currently outstanding and/or are being offered by the Company pursuant to this prospectus, as applicable.

        "Senior Subordinated Note Guarantee" means the guarantee by any Senior Subordinated Note Guarantor of the Company's Senior Subordinated Note Indenture Obligations.

        "Senior Subordinated Note Guarantor" means any subsidiary which is a guarantor of the Senior Subordinated Notes, including any Person that is required after the date of the Senior Subordinated Note Indenture to execute a guarantee of the Senior Subordinated Notes pursuant to the "Limitation on Issuance of Guarantees of Indebtedness" covenant thereof until a successor replaces such party pursuant to the applicable provisions of the Senior Subordinated Note Indenture and, thereafter, shall mean such successor.

"Significant Subsidiary" means (1) any Restricted Subsidiary that would be a "significant subsidiary" as defined in Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on the Issue Date and (2) any Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in clause (7) or (8) under "Events of Default" has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

"Standard Securitization Undertakings" means representations, warranties, guarantees, covenants and indemnities entered into by the Company or any Restricted Subsidiary that are reasonably customary in

198

securitization transactions relating to accounts receivable, chattel paper and related assets in connection with a Permitted Securitization Transaction.

"Stated Maturity" means, when used with respect to any Indebtedness or any installment of interest thereon, the dates specified in such Indebtedness as the fixed date on which the principal of such Indebtedness or such installment of interest, as the case may be, is due and payable.

"Stock Purchase Agreement" means the agreement dated April 4, 2004 among the Company, J.C. Penney Company, Inc., a Delaware corporation, and TDI Consolidated Corporation, a Delaware corporation, entered into in connection with the Acquisition.

"Subordinated Indebtedness" means Indebtedness of the Company or a Senior Note Guarantor subordinated in right of payment to the Senior Notes or a Senior Note Guarantee, as the case may be.

"Subsidiary" of a Person means

(1)

any corporation more than 50% of the outstanding voting power of the Voting Stock of which is owned or controlled, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries thereof, or



(2)

any limited partnership of which such Person or any Subsidiary of such Person is a general partner, or



(3)

any other Person in which such Person, or one or more other Subsidiaries of such Person, or such Person and one or more other Subsidiaries, directly or indirectly, has more than 50% of the outstanding partnership or similar interests or has the power, by contract or otherwise, to direct or cause the direction of the policies, management and affairs thereof.

"Taxing Authority" means any government or any political subdivision, state, province or territory of or in a Taxing Jurisdiction or any authority or agency therein or thereof having power to tax.

"Taxing Jurisdiction" means Canada or any other jurisdiction in which the Company or any Senior Note Guarantor or any successor of the Company or any Senior Note Guarantor is organized, resident for tax purposes, engaged in business or generally subject to tax on a net income basis, or from or through which any payment under the Senior Notes or any Senior Note Guarantee is made, or any political subdivision, state, province or territory thereof or therein.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, or any successor statute.

"Unrestricted Subsidiary" means any Subsidiary of the Company (other than a Senior Note Guarantor) designated as such pursuant to and in compliance with the covenant described under "Certain Covenants—Limitation on Unrestricted Subsidiaries".

"Unrestricted Subsidiary Indebtedness" of any Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary

(1)

as to which neither the Company nor any Restricted Subsidiary is directly or indirectly liable (by virtue of the Company or any such Restricted Subsidiary being the primary obligor on, guarantor of, or otherwise liable in any respect to, such Indebtedness), except Guaranteed Debt of the Company or any Restricted Subsidiary to any Affiliate, in which case (unless the incurrence of such Guaranteed Debt resulted in a Restricted Payment at the time of incurrence) the Company shall be deemed to have made a Restricted Payment equal to the principal amount of any such Indebtedness to the extent guaranteed at the time such Affiliate is designated an Unrestricted Subsidiary and



(2)

which, upon the occurrence of a default with respect thereto, does not result in, or permit any holder of any Indebtedness of the Company or any Subsidiary to declare, a default on such Indebtedness of the Company or any Subsidiary or cause the payment thereof to be

199

accelerated or payable prior to its Stated Maturity; provided that notwithstanding the foregoing any Unrestricted Subsidiary may guarantee the Senior Notes.

"Voting Stock" of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

"Wholly Owned Restricted Subsidiary" means a Restricted Subsidiary all the Capital Stock of which is owned by the Company or another Wholly Owned Restricted Subsidiary (other than (a) directors' qualifying shares and (b) Capital Stock or other ownership interests issued to a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company in connection with a Permitted Securitization Transaction for the purpose of establishing independence and not in order to provide substantive economic or controlling voting interests to such Person).

Book-Entry Delivery and Form

        The Senior Notes issued in the Exchange Offer will be issued only in fully registered form, without interest coupons, in denominations of $1,000 and integral multiples thereof. Senior Notes will not be issued in bearer form. Senior Notes issued in the Exchange Offer will be issued only in exchange for outstanding Senior Notes.

        Global Notes.    Senior Notes issued will be represented by one or more Senior Notes in registered, global form without interest coupons (collectively, the "Global Note"). The Global Notes will be deposited upon issuance with the Senior Note Trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct participant in DTC as described below.

        Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. In addition, transfer of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time. Beneficial interests in the Global Notes may not be exchanged for Senior Notes in certified form except in the limited circumstances described below. See "—Exchange of Book-Entry Notes for Certificated Notes".

Exchange of Book-Entry Notes for Certificated Notes. A beneficial interest in a Global Note may not be exchanged for a Senior Note in certificated form unless

(1)

DTC (a) notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Company thereupon fails to appoint a successor Depositary within 90 days,



(2)

the Company, at its option, notifies the Senior Note Trustee in writing that it elects to cause the issuance of the Senior Notes in certificated form, or



(3)

there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect to the Senior Notes.

In all cases, certificated Senior Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Any certificated Senior Note issued in exchange for an interest in a Global Note will bear the legend restricting transfers that is borne by such Global Note. Any such exchange will be effected through the DWAC system and an

200

appropriate adjustment will be made in the records of the Security Registrar to reflect a decrease in the principal amount of the relevant Global Note.

        Certain Book-Entry Procedures for Global Notes.    The descriptions of the operations and procedures of DTC that follow are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. The Company takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

        DTC has advised the Company that it is:

•

a limited purpose trust company organized under the laws of the State of New York,



•

a "banking organization" within the meaning of the New York Banking Law,



•

a member of the Federal Reserve System, and



•

a "clearing corporation" within the meaning of the Uniform Commercial Code and a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Exchange Act.

        DTC was created to hold securities for its participants ("participants") and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly ("indirect participants").

        DTC has advised the Company that its current practice, upon the issuance of the Global Notes, is to credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Notes to the accounts with DTC of the participants through which such interests are to be held. Ownership of beneficial interest in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominees (with respect to interest of participants) and the records of participants and indirect participants (with respect to interests of persons other than participants).

        As long as DTC, or its nominee, is the registered Holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner and Holder of the Senior Notes represented by such Global Note for all purposes under the Senior Note Indenture and the Senior Notes. Except in the limited circumstances described above under "—Exchange of Book-Entry Notes for Certificated Notes", owners of beneficial interests in a Global Note will not be entitled to have any portions of such Global Note registered in their names, and will not receive or be entitled to receive physical delivery of Senior Notes in definitive form and will not be considered the owners or Holders of the Global Note (or any Senior Notes represented thereby) under the Senior Note Indenture or the Senior Notes.

        Investors may hold their interests in the Global Note directly through DTC, if they are participants in such system, or indirectly through organizations (including Euroclear and Clearstream) which are participants in such system. All interests in a Global Note, including those held through Euroclear or Clearstream, will be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream will also be subject to the procedures and requirements of such system.

        The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons may be limited to that extent. Because DTC can act only on behalf of its participants, which in turn act on behalf of indirect participants and certain banks, the ability of a person having beneficial interests in a Global Note to pledge such interest to persons or entities that do not

201

participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

        Payments of the principal, of, premium, if any, and interest on Global Notes will be made to DTC or its nominee as the registered owner thereof. Neither the Company, the Senior Note Trustee nor any of their respective agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

        The Company expects that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, or interest in respect of a Global Note representing any Senior Notes held by it or its nominee, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Note for such Senior Notes as shown on the records of DTC or its nominee. The Company also expects that payments by participants to owners of beneficial interests in such Global Note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in "street name". Such payments will be the responsibility of such participants. None of the Company or the Senior Note Trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the Senior Notes, and the Company and the Senior Note Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the Senior Notes for all purposes.

        Except for trades involving only Euroclear and Clearstream participants, interests in the Global Notes will trade in DTC's Same-Day Funds Settlement System and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. Transfers between participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be affected in the ordinary way in accordance with their respective rules and operating procedures.

        Subject to compliance with the transfer and exchange restrictions applicable to the Senior Notes described elsewhere herein, cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected by DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interest in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures or same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a DTC participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the DTC settlement date. Cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following the DTC settlement date.

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        DTC has advised the Company that it will take any action permitted to be taken by a holder of Senior Notes only at the direction of one or more participants to whose accounts with DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of the Senior Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Senior Notes, DTC reserves the right to exchange the Global Notes for legended Senior Notes in certificated form, and to distribute such Senior Notes to its participants.

        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate transfer of beneficial ownership interests in the Global Notes among participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the Senior Note Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear, Clearstream or their participants or indirect participants of their respective obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to or payments made on account of, beneficial ownership interests in Global Notes.

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DESCRIPTION OF THE SENIOR SUBORDINATED NOTES

        The 8¹/2 Senior Subordinated Notes were issued under a senior subordinated indenture dated as of July 30, 2004 (the "Senior Subordinate Indenture") among the Company, the Senior Subordinated Guarantors and Wells Fargo Bank, N.A., as trustee (the "Senior Subordinated Note Trustee"). The Senior Subordinated Indenture will also cover the terms and conditions relating to the Senior Notes to be issued in the exchange offer described in this prospectus (the "Senior Subordinated Exchange Notes"). The terms of the Senior Subordinated Notes include those stated in the Senior Subordinated Note Indenture and those made a part of the Senior Subordinated Note Indenture by reference to the Trust Indenture Act of 1939.

        The following description is a summary of the material provisions of the Senior Subordinated Note Indenture. It does not restate the Senior Subordinated Note Indenture in its entirety. A copy of the form of indenture is attached as an exhibit to the registration statement of which this prospectus is a part. For definitions of certain capitalized terms used in the following summary, see "—Certain Definitions". Defined terms used in this description but not defined below under the heading "—Certain Definitions" have the meanings assigned to them in the Senior Subordinated Note Indenture. Terms defined in this section shall have the meanings ascribed solely for this section. All references to the Company in this section refer exclusively to The Jean Coutu Group (PJC) Inc., and not to any of its subsidiaries.

        The Senior Subordinated Notes are registered under the Securities Act and are subject to transfer restrictions. When issued, the Senior Subordinated Notes will be a new issue of securities with no established trading market. No assurance can be given as to the liquidity of the trading market for the Senior Subordinated Notes. References in this "Description of the Senior Subordinated Notes" to "$" are to United States dollars.

Maturity, Principal and Interest

        The Senior Subordinated Notes will mature on August 1, 2014 and will be in the aggregate principal amount of $850,000,000, subject to the Company's ability to issue additional notes which may be of the same series as the Senior Subordinated Notes as described under "—Further Issues". The Senior Subordinated Notes will be unsecured senior subordinated obligations of the Company. Each Senior Subordinated Note will bear interest at the rate described on the cover page from the date of issuance or from the most recent interest payment date on which interest has been paid, payable semiannually in arrears on February 1 and August 1 in each year, commencing February 1, 2005.

        The Company will pay interest to the Person in whose name the Senior Subordinated Note (or any predecessor Senior Subordinated Note) is registered at the close of business on the January 15 or July 15 immediately preceding the relevant interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

        The Senior Subordinated Notes will be issued only in fully registered form without coupons, in denominations of $1,000 and any integral multiple of $1,000. No service charge will be made for any registration of transfer, exchange or redemption of Senior Subordinated Notes, except in certain circumstances for any tax or other governmental charge that may be imposed.

        Settlement for the Senior Subordinated Notes will be made in same day funds. All payments of principal and interest will be made by the Company in same day funds. The Senior Subordinated Notes will trade in the Same-Day Funds Settlement System of The Depository Trust Company (the "Depositary" or "DTC") until maturity, and secondary market trading activity for the Senior Subordinated Notes will therefore settle in same day funds.

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Exchange Offer; Registration Rights

        Pursuant to the Registration Rights Agreement, the Company and the Senior Subordinated Note Guarantors have agreed for the benefit of the holders of the Senior Subordinated Notes, at the Company's and the Senior Subordinated Note Guarantors' cost (the "Exchange Offer"), to effect a registered exchange offer under the Securities Act to exchange the Senior Subordinated Notes for Senior Subordinated Exchange Notes, which will have terms identical in all respects to the Senior Subordinated Notes (except that the Senior Subordinated Exchange Notes will not contain terms with respect to transfer restrictions) and will evidence the same indebtedness of the Company. The registration statement of which this prospectus is a part is being filed with the Commission pursuant to this obligation.

        In addition, the Company and the Senior Subordinated Note Guarantors have agreed to register the Senior Subordinated Notes for resale under the Securities Act through a shelf registration statement, which registration statement may also register the Senior Notes for resale (the "Shelf Registration Statement") in the event that any changes in law or applicable interpretations of the staff of the Commission do not permit the Company to effect the Exchange Offer, or if for any other reason the Exchange Offer is not completed within 240 calendar days after the original issue date of the Senior Subordinated Notes, or upon the request of any Initial Purchaser with respect to Senior Subordinated Notes held by such Initial Purchaser that are not eligible to be exchanged for Senior Subordinated Exchange Notes in the Exchange Offer or which are exchanged in the Exchange Offer for Senior Subordinated Exchange Notes which are not freely tradable, or if any holder of the Senior Subordinated Notes is not permitted by applicable law to participate in the Exchange Offer or elects to participate in the Exchange Offer but does not receive fully tradable Senior Subordinated Exchange Notes pursuant to the Exchange Offer.

        The interest rate of the Senior Subordinated Notes will increase if one of four events occur:

(1)

the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 120th calendar day following the date of original issue of the Senior Subordinated Notes,



(2)

the Exchange Offer Registration Statement has not been declared effective on or prior to the 210th calendar day following the date of original issue of the Senior Subordinated Notes,



(3)

the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective, in either case, on or prior to the 240th calendar day following the date of original issue of the Senior Subordinated Notes or



(4)

the Shelf Registration Statement is declared effective but shall later become unusable for more than 30 days in the aggregate (each such event referred to in clauses (1) through (4) above, a "Registration Default").

The interest rate of the Senior Subordinated Notes will increase by one-quarter of one percent per year upon the occurrence of any Registration Default. The interest rate (as so increased) will increase by an additional one quarter of one percent each 90-day period that such additional interest continues to accrue under any such circumstance, with an aggregate maximum increase in the interest rate equal to one percent (1%) per annum. Following the cure of all Registration Defaults the accrual of additional interest will cease and the interest rate will revert to the original rate.

        All references to "interest" in the Senior Subordinated Note Indenture will include any and all interest payable as a result of a Registration Default.

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Senior Subordinated Guarantees

        Payment of the Senior Subordinated Notes is guaranteed by the Senior Subordinated Note Guarantors jointly and severally, fully and unconditionally, on a senior subordinated basis.

•

The Senior Subordinated Note Guarantors are comprised of all of the direct and indirect Restricted Subsidiaries of the Company, to the extent they are guarantors under the Credit Agreement.



•

In addition, if any Restricted Subsidiary of the Company becomes a guarantor or obligor in respect of any other Indebtedness of the Company or any of the Restricted Subsidiaries, the Company shall cause such Restricted Subsidiary to enter into a supplemental indenture pursuant to which such Restricted Subsidiary shall agree to guarantee the Company's obligations under the Senior Subordinated Notes jointly and severally with any other such Restricted Subsidiary, fully and unconditionally, on a senior basis.

        If the Company defaults in payment of the principal of, premium, if any, or interest on the Senior Subordinated Notes, each of the Senior Subordinated Note Guarantors will be unconditionally, jointly and severally obligated to duly and punctually pay the principal of, premium, if any, and interest on the Senior Subordinated Notes.

        The obligations of each Senior Subordinated Note Guarantor under its Senior Subordinated Note Guarantee are limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Senior Subordinated Note Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Senior Subordinated Note Guarantor in respect of the obligations of such other Senior Subordinated Note Guarantor under its Senior Subordinated Note Guarantee or pursuant to its contribution obligations under the Senior Subordinated Indenture, will result in the obligations of such Senior Subordinated Note Guarantor under its Senior Subordinated Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. Each Senior Subordinated Note Guarantor that makes a payment or distribution under its Senior Subordinated Note Guarantee will be entitled to a contribution from any other Senior Subordinated Note Guarantor in a pro rata amount based on the net assets of each Senior Subordinated Note Guarantor determined in accordance with GAAP.

        Notwithstanding the foregoing, in certain circumstances a Senior Subordinated Note Guarantee of a Senior Subordinated Note Guarantor may be released pursuant to the provisions of subsection (b) under "—Certain Covenants—Limitation on Issuances of Guarantees of Indebtedness". The Company also may, at any time, cause a Restricted Subsidiary to become a Senior Subordinated Note Guarantor by executing and delivering a supplemental indenture providing for the guarantee of payment of the Senior Subordinated Notes by such Restricted Subsidiary on the basis provided in the Senior Subordinated Note Indenture.

Additional Amounts

        All payments made by or on behalf of the Company or any Senior Subordinated Note Guarantor under or with respect to the Senior Subordinated Notes or any Senior Subordinated Note Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, levies, imposts, assessments or other governmental charges of whatever nature (including any penalties, interest and other liabilities related thereto) imposed, assessed or levied by or on behalf of any Taxing Authority (collectively, "Taxes"), unless the Company or any Senior Subordinated Note Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Company or any Senior Subordinated Note Guarantor is so required to withhold or deduct any amount for or on account of any Taxes from any payment made under or with respect to the Senior Subordinated Notes or any Senior Subordinated

206

Note Guarantee, the Company or such Senior Subordinated Note Guarantor, as the case may be, will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount (including Additional Amounts) received by each holder and beneficial owner of the Senior Subordinated Notes after such withholding or deduction (including any withholding or deduction in respect of Additional Amounts) will not be less than the amount such holder or beneficial owner would have received if such Taxes had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to a payment made to a holder or beneficial owner of Senior Subordinated Notes or to a third party on behalf of a holder or beneficial owner of the Senior Subordinated Notes if and to the extent any of the following exceptions apply (if and to any such extent, an "Excluded Holder") (i) in the case of Canadian withholding Taxes, such Taxes were so imposed, assessed or levied by reason of the Company's not dealing at arm's length (within the meaning of the Income Tax Act (Canada)) with such holder or beneficial owner at the time of making such payment, (ii) such Taxes were so imposed, assessed or levied on such payment to such holder or beneficial owner by reason of its being connected with the relevant Taxing Jurisdiction otherwise than by reason of such holder's or beneficial owner's activity in connection with purchasing the Senior Subordinated Notes, mere ownership or disposition of the Senior Subordinated Notes, receipt of payments under the Senior Subordinated Notes or enforcement or exercise of its rights under the Senior Subordinated Notes, the Senior Subordinated Note Guarantees or the Senior Subordinated Note Indenture, (iii) such payment could have been made without such deduction or withholding of such Taxes if the relevant Senior Subordinated Note had been presented for payment (where presentation is required) within 30 days after the date on which such payment or such Senior Subordinated Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the holder or beneficial owner would have been entitled to Additional Amounts had the Senior Subordinated Note been presented on the last day of such 30-day period), (iv) the holder or beneficial owner is a fiduciary, a partnership or not the sole beneficial owner of a Senior Subordinated Note, if and to the extent that any beneficiary or settler with respect to such fiduciary, any partner in such partnership or a beneficial owner of such Senior Subordinated Note (as the case may be) would not have been entitled to receive Additional Amounts with respect to the payment in question if such beneficiary, settler, partner or beneficial owner had been the sole beneficial owner of such Senior Subordinated Note (but only if there is no material cost or expense associated with transferring such Senior Subordinated Note to such beneficiary, settler, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, settler, partner or beneficial owner), (v) such holder or beneficial owner failed to duly and timely comply with a written request of the Company addressed or otherwise provided to the holder (and made at a time which would enable the holder and/or beneficial owner acting reasonably to duly and timely comply with that request) to provide information, documents or other evidence concerning such holder's or beneficial owner's nationality, residence, entitlement to treaty benefits, identity or connection with the relevant Taxing Authority or any political subdivision or authority thereof, but only (x) if and to the extent that such holder and/or beneficial owner was legally able to comply with such request and (y) if and to the extent due and timely compliance with such request is required by the law, regulation, administrative practice or any treaty obligation of the relevant Taxing Authority or any political subdivision or authority thereof as a precondition to reduction or elimination of any Taxes as to which Additional Amounts would have otherwise been payable to such holder or beneficial owner of Senior Subordinated Notes but for this clause (v), or (vi) any combination of the foregoing clauses of this proviso.

        The Company or such Senior Subordinated Note Guarantor will also (a) make such withholding or deduction and (b) remit the full amount deducted or withheld to the relevant Taxing Authority in accordance with applicable law. The Company or such Senior Subordinated Note Guarantor will furnish to the Senior Subordinated Trustee, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Senior Subordinated Note Guarantor.

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        The Company and each Senior Subordinated Note Guarantor will indemnify and hold harmless each holder and beneficial owner of Senior Subordinated Notes (other than an Excluded Holder with respect to any Taxes) and, upon written request, promptly reimburse each such holder or beneficial owner for the amount of (1) any Taxes paid by such holder or beneficial owner as a result of payments made under or with respect to the Senior Subordinated Notes or any Senior Subordinated Note Guarantee or any Documentary Taxes paid by such holder or beneficial owner and (2) any Taxes paid by such holder or beneficial owner with respect to any reimbursement payment under the foregoing clause (1), so that the net amount received by such holder or beneficial owner after such reimbursement payment will not be less than the net amount such holder or beneficial owner would have received if the Taxes or the Documentary Taxes described in the foregoing clauses (1) and (2) had not been imposed, assessed or levied, but excluding any such Taxes on such holder's or beneficial owner's net income generally.

        At least 30 days prior to each date on which any payment under or with respect to the Senior Subordinated Notes is due and payable, if the Company or any Senior Subordinated Note Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Senior Subordinated Note Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable, and will set forth such other information necessary to enable the Senior Subordinated Note Trustee to pay such Additional Amounts to holders of Senior Subordinated Notes on the payment date. Whenever in the Senior Subordinated Note Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, Change in Control Purchase Price, interest or any other amount payable under or with respect to any Senior Subordinated Note or any Senior Subordinated Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts or reimbursement payments to the extent that, in such context, Additional Amounts or reimbursement payments are, were or would be payable in respect thereof.

        The Company will pay any present or future stamp, issue, registration, court, documentary or other similar Taxes (including Additional Amounts with respect thereto) imposed, assessed or levied by any Taxing Jurisdiction in respect of or in connection with the execution, issuance, redemption, retirement, delivery or registration of, or enforcement of rights under, the Senior Subordinated Note Indenture, the Senior Subordinated Notes, the Senior Subordinated Note Guarantees or any related document (collectively, "Documentary Taxes").

        The obligation to pay Additional Amounts, any reimbursement payments and Documentary Taxes under the terms and conditions described above will survive any termination, defeasance or discharge of the Senior Subordinated Note Indenture.

        For a discussion of the exemption from Canadian withholding taxes applicable to payments under or with respect to the Senior Subordinated Notes, see "Certain Canadian Federal Income Tax Considerations".

Tax Redemption

        The Senior Subordinated Notes will also be subject to redemption as a whole, but not in part, at the option of the Company at any time, on not less than 30 nor more than 60 days' prior written notice to the holders of Senior Subordinated Notes (which notice shall be irrevocable), at 100% of the principal amount, together with any accrued and unpaid interest thereon to the redemption date, and all Additional Amounts, if any, then due or becoming due on the redemption date, in the event the Company or any Senior Subordinated Note Guarantor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Subordinated Notes, any Additional Amounts or reimbursement payments (other than in respect of Documentary Taxes) as a result of any change in, or amendment to, the laws (including any regulations or rulings

208

promulgated thereunder) of any Taxing Jurisdiction or any change in, or amendment to, any official position regarding the application, administration or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date of this prospectus; provided (i) the Company or the applicable Senior Subordinated Note Guarantor has determined, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Senior Subordinated Guarantor and (ii) in the case of such Additional Amounts payable by a Senior Subordinated Note Guarantor with respect to Taxes imposed, assessed or levied by or on behalf of a Taxing Authority other than Canada or the United States of America or any political subdivision or authority of either of the foregoing, such Senior Subordinated Note Guarantor has been making payments to the holders of the Senior Subordinated Notes pursuant to its Senior Subordinated Note Guarantee prior to the earlier of the time such change or amendment is announced or such change or amendment becomes effective. See "—Additional Amounts".

        Notwithstanding the foregoing, (i) no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company or the applicable Senior Subordinated Note Guarantor would, but for such redemption, be obligated to pay such Additional Amounts or reimbursement payments or later than 365 days after the date on which the Company or the applicable Senior Subordinated Note Guarantor first becomes liable (or if later, the earlier of the date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) to pay such Additional Amounts or reimbursement payments as a result of any change or amendment described above, and (ii) at the time such notice is given, the Company's or the applicable Senior Subordinated Note Guarantor's obligation to pay such Additional Amounts or reimbursement payments remains in effect. Prior to the mailing of any notice of redemption of the Senior Subordinated Notes pursuant to the foregoing, the Company will deliver to the Senior Subordinated Note Trustee (a) an Officer's Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred, and (b) an opinion of an independent tax counsel in the relevant Taxing Jurisdiction of recognized national standing to the effect that the Company or the applicable Senior Subordinated Note Guarantor is, has become or would become obligated to pay such Additional Amounts or reimbursement payments as a result of such change or amendment as described above. The Senior Subordinated Note Trustee shall accept such Officer's Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent above, which Officer's Certificate and opinion shall then be binding on the holders and beneficial owners of the Senior Subordinated Notes.

Optional Redemption

        After August 1 2009, the Company may redeem all or a portion of the Senior Subordinated Notes, on not less than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an integral multiple thereof at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning August 1 of the years indicated below:

Year	Redemption Price
2009	104.250%
2010	102.833%
2011	101.417%
2012 and thereafter	100.000%

of the principal amount, in each case, together with accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

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        In addition, at any time prior to August 1, 2007, the Company, at its option, may use the net cash proceeds of one or more Equity Offerings to redeem on one or more occasions up to an aggregate of 35% of the aggregate principal amount of Senior Subordinated Notes originally issued under the Senior Subordinated Note Indenture at a redemption price equal to 108.500% of the aggregate principal amount of the Senior Subordinated Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date). At least 65% of the initial aggregate principal amount of Senior Subordinated Notes must remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Company must mail a notice of redemption no later than 30 days after the closing of the related Equity Offering and must complete such redemption within 90 days of the closing of the Equity Offering.

        If less than all of the Senior Subordinated Notes are to be redeemed, the Senior Subordinated Trustee shall select the Senior Subordinated Notes to be redeemed in compliance with the requirements of the principal national security exchange, if any, on which the Senior Subordinated Notes are listed, or if the Senior Subordinated Notes are not listed, on a pro rata basis, by lot or by any other method the Senior Subordinated Note Trustee shall deem fair and reasonable. Senior Subordinated Notes redeemed in part must be redeemed only in integral multiples of $1,000. Redemption pursuant to the provisions relating to an Equity Offering must be made on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the procedures of DTC or any other depositary).

Mandatory Redemption

        Except as set forth under "—Purchases of Senior Subordinated Notes upon a Change of Control" and "—Certain Covenants—Limitation on Asset Sales", the Company is not required to make mandatory redemption or sinking fund payments with respect to the Senior Subordinated Notes.

Purchase of Senior Subordinated Notes Upon a Change of Control

        If a Change of Control occurs, the Company shall be obligated to make an offer (the "Change of Control Offer") to purchase all of the Senior Subordinated Notes. In the Change of Control Offer, the Company will offer to purchase all of the Senior Subordinated Notes, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount of such Senior Subordinated Notes, plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date") (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

        Within 30 days of any Change of Control or, at the Company's option, prior to such Change of Control but after it is publicly announced, the Company must notify the Senior Subordinated Note Trustee and give written notice of the Change of Control to each holder of Senior Subordinated Notes, by first-class mail, postage prepaid, at his address appearing in the security register. The notice must state, among other things,

•

that a Change of Control has occurred or will occur and the date of such event;



•

the purchase price and the purchase date which shall be fixed by the Company on a business day no earlier than 30 days nor later than 60 days from the date the notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act; provided that the purchase date may not occur prior to the Change of Control;



•

that any Senior Subordinated Note not tendered will continue to accrue interest;

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•

that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Senior Subordinated Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and



•

other procedures required by the Senior Subordinated Note Indenture that a holder of Senior Subordinated Notes must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control Offer.

        If a Change of Control Offer is made, the Company may not have available funds sufficient to pay the Change of Control Purchase Price for all of the Senior Subordinated Notes that might be delivered by holders of the Senior Subordinated Notes seeking to accept the Change of Control Offer. The failure of the Company to make or consummate the Change of Control Offer or pay the Change of Control Purchase Price when due will give the Senior Subordinated Note Trustee and the holders of the Senior Subordinated Notes the rights described under "—Events of Default".

        The Credit Agreement provides that certain change of control events with respect to the Company would constitute a default thereunder. A default under the Credit Agreement would result in a default under the Senior Subordinated Note Indenture if the lenders accelerate the debt under the Credit Agreement. Any future credit agreements or other agreements relating to Senior Indebtedness to which the Company becomes a party may contain similar restrictions and provisions. If a Change of Control occurs at a time when the Company is prohibited from purchasing Senior Subordinated Notes under the Credit Agreement, the Company will be obligated to seek the consent of its Credit Agreement lenders to make and consummate a Change of Control Offer or refinance the borrowings under the Credit Agreement that contain such prohibition. If the Company does not obtain such a consent or refinance such borrowings, the Company will remain prohibited from making and consummating a Change of Control Offer. In such case, the Company's failure to make and consummate a Change of Control Offer would constitute an event of default under the Senior Subordinated Note Indenture, which would, in turn, constitute a default under the Credit Agreement. In such circumstances, the subordination provisions in the Senior Subordinated Note Indenture would likely restrict payments to the holders of the Senior Subordinated Notes.

        In addition to the obligations of the Company under the Senior Subordinated Note Indenture with respect to the Senior Subordinated Notes in the event of a Change of Control, the Company's Credit Agreement also contains an event of default upon a "change of control" as defined therein which obligates the Company to repay amounts outstanding under such Indebtedness upon an acceleration of the Indebtedness issued thereunder.

        The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of the Company and its Restricted Subsidiaries. The term "all or substantially all" as used in the definition of "Change of Control" has not been interpreted under New York law (which is the governing law of the Senior Subordinated Note Indenture) to represent a specific quantitative test. Accordingly, the obligation of the Company to make the Change of Control Offer and the ability of the holders of the Senior Subordinated Notes to require the Company to make and consummate a Change of Control Offer as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Restricted Subsidiaries to another Person or group may be uncertain.

        Change of control is defined differently under the Senior Subordinated Note Indenture and the Credit Agreement. A transaction that constitutes a change of control under the Credit Agreement would not necessarily constitute a Change of Control under the Senior Subordinated Note Indenture.

        The existence of the Company's obligation to make a Change of Control Offer upon a Change of Control may deter a third party from acquiring the Company or its assets in a transaction which constitutes a Change of Control.

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        The provisions of the Senior Subordinated Note Indenture will not require the Company to make a Change of Control Offer in the event of a highly leveraged transaction or certain transactions with the Company's management or its affiliates, including a reorganization, restructuring, merger or similar transaction (including, in certain circumstances, an acquisition of the Company by management or its affiliates) involving the Company that may adversely affect holders of the Senior Subordinated Notes if such transaction is not a transaction defined as a Change of Control. A transaction involving the Company's management or its affiliates, or a transaction involving a recapitalization of the Company, will result in a Change of Control if it is the type of transaction specified by such definition.

        A Change of Control under the Senior Subordinated Notes will also be a Change of Control under the Senior Notes. Upon a Change of Control, the holders of the Senior Notes will effectively have the right to be paid before the Senior Subordinated Notes.

        The Company will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements described in the Senior Subordinated Note Indenture applicable to a Change of Control Offer made by the Company and purchases all Senior Subordinated Notes validly tendered and not withdrawn under such Change of Control Offer.

Ranking for Senior Subordinated Notes

        The Senior Subordinated Notes are unsecured senior subordinated obligations of the Company. The payment of principal, premium, if any, and interest on the Senior Subordinated Notes and any other payment obligations on or with respect to the Senior Subordinated Notes (including any obligation to make and consummate an offer to purchase the Senior Subordinated Notes and any obligation to repurchase the Senior Subordinated Notes) is subordinated in right of payment, as set forth in the Senior Subordinated Note Indenture, to the prior payment in full in cash or Cash Equivalents of Senior Indebtedness. The Senior Subordinated Note Guarantee of a Senior Subordinated Note Guarantor will be subordinated to obligations of the Senior Subordinated Note Guarantor similar to the subordination provisions relating to the Senior Subordinated Notes described herein. The Senior Subordinated Notes are effectively subordinated to any future secured indebtedness to the extent of the assets securing such indebtedness. In addition, the Company conducts substantial business operations through its subsidiaries. The Senior Subordinated Notes are effectively subordinated to all existing and future indebtedness and other liabilities and commitments of its subsidiaries not providing guarantees which are distinct legal entities having no obligation to pay any amounts pursuant to the Senior Subordinated Notes or to make funds available therefor.

        The holders of Senior Indebtedness will be entitled to receive payment in full in cash or Cash Equivalents of all obligations due in respect of such Senior Indebtedness (including interest after the commencement of any bankruptcy, reorganization, insolvency, receivership or similar proceeding whether or not allowed or allowable as a claim in any such proceeding at the rate specified in the applicable Senior Indebtedness) before the holders of Senior Subordinated Notes will be entitled to receive any direct or indirect payment in respect of any Senior Subordinated Note Indenture Obligations, in the event of any distribution to creditors of the Company or a Senior Subordinated Note Guarantor:

(1)

in a liquidation or dissolution of the Company or a Senior Subordinated Note Guarantor;



(2)

in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or a Senior Subordinated Note Guarantor or its property;

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(3)

in an assignment for the benefit of creditors; or



(4)

in any marshaling of the Company's or a Senior Subordinated Note Guarantor's assets and liabilities.

        Accordingly, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Senior Subordinated Note Indenture Obligations in any case, proceeding, dissolution, liquidation or other winding up or event of the type referred to in clauses (1) through (4) above, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company or a Senior Subordinated Note Guarantor which is subordinated to the payment of the Senior Subordinated Note Indenture Obligations, shall be paid by the Company or Senior Subordinated Note Guarantor, as applicable, or by the trustee in bankruptcy, debtor-in-possession, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company or a Senior Subordinated Note Guarantor directly to the holders of the Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or Cash Equivalents after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Senior Indebtedness, except that (1) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or a Senior Subordinated Note Guarantor or its property, holders of Senior Subordinated Notes may receive any payment or distribution authorized by an unstayed, final, nonappealable order or decree stating that effect is being given to the subordination of the Senior Subordinated Note Indenture Obligations to the Senior Indebtedness and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law of securities ("Permitted Junior Securities") which, if debt securities, are subordinated to at least the same extent as the Senior Subordinated Note Indenture Obligations are to (x) the Senior Indebtedness or (y) any securities issued in exchange for the Senior Indebtedness; and (2) holders of Senior Subordinated Notes may recover payments made from the trust described under the captions "—Defeasance or Covenant Defeasance of Indenture" or "—Satisfaction and Discharge".

        The Company also may not make any direct or indirect payment upon or in respect of the Senior Subordinated Note Indenture Obligations (except from the trust described under the caption "—Defeasance or Covenant Defeasance of Indenture") if:

(1)

a default in the payment of principal of, premium, if any, or interest on, or failure to make a mandatory offer to prepay Indebtedness upon asset disposition, casualty or condemnation events as provided in, Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or



(2)

any other default occurs and is continuing with respect to Designated Senior Indebtedness which permits holders of the Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from (A) with respect to the Designated Senior Indebtedness arising under the Credit Agreement, the applicable Administrative Agent Bank or (B) with respect to any other Designated Senior Indebtedness, the holders or the representative of the holders of any such Designated Senior Indebtedness.

        Payments on the Senior Subordinated Notes may and shall be resumed:

(1)

in the case of a payment default or failure to make a mandatory prepayment offer, upon the date on which such default or such failure is cured or waived or, if the Designated Senior Indebtedness has been accelerated, such acceleration has been rescinded;

213

(2)

in case of a nonpayment default, upon the earliest of (x) the date on which such nonpayment default is cured or waived (provided no payment default is then continuing), (y) 179 days after the date on which the applicable Payment Blockage Notice is received unless the maturity of any Designated Senior Indebtedness has been accelerated or (z) the date on which the Trustee receives written notice from the representatives for such Designated Senior Indebtedness rescinding such Payment Blockage Notice; and



(3)

when the Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents.

        No new period of payment blockage may be commenced by a Payment Blockage Notice unless and until 360 days have elapsed since the first day of the effectiveness of the immediately prior Payment Blockage Notice; provided that the delivery of a Payment Blockage Notice by the representatives for or holders of Designated Senior Indebtedness other than under the Credit Agreement shall not bar the delivery of another Payment Blockage Notice by the applicable Administrative Agent Bank for the Credit Agreement within such period of 360 days; provided, further, that no period of payment blockage shall exceed 179 days in any one year and no two consecutive interest payments on the Senior Subordinated Notes may be blocked by delivery of a Payment Blockage Notice.

        No nonpayment event of default which existed or was continuing on the date of the delivery of a Payment Blockage Notice with respect to the holder of the Designated Senior Indebtedness delivering such Payment Blockage Notice shall be, or be made, the basis for the commencement of a second Payment Blockage Notice by the representative for or the holders of such Designated Senior Indebtedness whether or not within a period of 360 days unless such default has been cured or waived for a period of not less than 90 days.

        If the Senior Subordinated Note Trustee or any holder of the Senior Subordinated Notes receives a payment in respect of Senior Subordinated Note Indenture Obligations (except (i) for Permitted Junior Securities or (ii) from the trust described under the captions "—Defeasance or Covenant Defeasance of Senior Subordinated Note Indenture" or "—Satisfaction and Discharge") when the payment is prohibited by these subordination provisions, then the Senior Subordinated Note Trustee or the holder of the Senior Subordinated Notes, as the case may be, shall hold the payment in trust for the benefit of the holders of Senior Indebtedness of the Company. Upon the proper written request of the holders of Senior Indebtedness of the Company, the Senior Subordinated Note Trustee or the holder of the Senior Subordinated Notes, as the case may be, shall deliver the amounts in trust to the holders of Senior Indebtedness of the Company or their proper representative.

        If the Company fails to make any payment on the Senior Subordinated Notes when due or within any applicable grace period, whether or not on account of the payment blockage provisions referred to above, such failure would constitute an Event of Default under the Senior Subordinated Note Indenture and would enable the holders of the Senior Subordinated Notes to accelerate the maturity thereof. See "—Events of Default". The Senior Subordinated Note Indenture will require that the Company promptly notify holders of Senior Indebtedness if payment of the Senior Subordinated Notes is accelerated because of an Event of Default. If any Designated Senior Indebtedness is outstanding, neither the Company nor any Senior Subordinated Note Guarantor may pay the Senior Subordinated Notes until five business days after such holders or the representative of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Senior Subordinated Notes only if the subordination provisions of the Senior Subordinated Note Indenture otherwise permit payment at that time.

        As a result of the subordination provisions described above, in the event of an insolvency, bankruptcy, reorganization or liquidation of the Company, creditors of the Company who are holders of Senior Indebtedness and holders of trade payables may recover more, ratably than the holders of the Senior Subordinated Notes, and assets which would otherwise be available to pay obligations in respect of the Senior Subordinated Notes will be available only after all Senior Indebtedness has been paid in

214

full in cash or Cash Equivalents, and there may not be sufficient assets remaining to pay amounts due on any or all of the Senior Subordinated Notes. See "Risk Factors—Risks Relating to the Senior Subordinated Notes".

        Payments under the Senior Subordinated Note Guarantee of each Senior Subordinated Note Guarantor will be subordinated to the prior payment in full in cash or Cash Equivalents of all Senior Indebtedness of such Senior Subordinated Note Guarantor, including Senior Indebtedness of such Senior Subordinated Note Guarantor incurred after the date of the Senior Subordinated Note Indenture, on the same basis as provided above with respect to the subordination of payments on the Senior Subordinated Notes by the Company to the prior payment in full in cash or Cash Equivalents of Senior Indebtedness of the Company. See "Risk Factors—Risks Relating to this Offering".

        As of August 28, 2004:

•

the Company and its subsidiaries had an aggregate of approximately $1.7 billion of senior indebtedness outstanding, of which approximately $1.4 billion was secured, and



•

the Company and its subsidiaries had $850 million of senior subordinated indebtedness outstanding, all of which was represented by the Senior Subordinated Notes.

Certain Covenants

        The Senior Subordinated Note Indenture contains, among others, the following covenants:

        Limitation on Indebtedness.    (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise incur, contingently or otherwise (collectively, "incur"), any Indebtedness (including any Acquired Indebtedness), unless such Indebtedness is incurred by the Company or any Senior Subordinated Note Guarantor or constitutes Acquired Indebtedness of a Restricted Subsidiary and, in each case, the Company's Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial statements are available immediately preceding the incurrence of such Indebtedness taken as one period is at least equal to or greater than 2.0:1.

        (b)   Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following (collectively, the "Permitted Indebtedness"):

(1)

Indebtedness of the Company and its Restricted Subsidiaries (or guarantees by Restricted Subsidiaries of such Indebtedness) under or in respect of a Credit Facility (including any term loans made pursuant thereto or under any revolving credit facility or in respect of letters of credit thereunder) not to exceed the greater of (a) an aggregate principal amount at any one time outstanding of $1,700.0 million, minus the aggregate amount of all Net Cash Proceeds of any Asset Sale (other than a sale and leaseback transaction) applied by the Company or a Restricted Subsidiary to prepay permanently or repay permanently Indebtedness under the Credit Agreement pursuant to the covenant described under the caption "—Limitation on Sale of Assets" or (b) the sum of (i) 60% of the aggregate book value of the inventory of the Company and its Restricted Subsidiaries, (ii) 80% of the aggregate book value of the accounts receivable of the Company and its Restricted Subsidiaries and (iii) $450.0 million, in each case determined on a consolidated basis as of the most recently ended fiscal quarter of the Company for which financial statements of the Company are available;



(2)

Indebtedness of the Company pursuant to (a) the Senior Subordinated Notes (excluding any Additional Senior Subordinated Notes) and any Senior Subordinated Note Guarantee of the Senior Subordinated Notes, (b) any Senior Subordinated Exchange Notes issued in exchange

215

for the Senior Subordinated Notes pursuant to the Registration Rights Agreement, (c) the Senior Notes (excluding any Additional Senior Notes) and any Senior Note Guarantee of the Senior Notes and (d) any Senior Exchange Notes issued in exchange for the Senior Notes pursuant to the Registration Rights Agreement;

(3)

Indebtedness of the Company or any Restricted Subsidiary outstanding on the date of the Senior Subordinated Note Indenture and not otherwise referred to in this definition of "Permitted Indebtedness";



(4)

Indebtedness of the Company owing to a Restricted Subsidiary;

•

provided that any Indebtedness of the Company owing to a Restricted Subsidiary that is not a Senior Subordinated Note Guarantor is made pursuant to an intercompany note in the form attached to the Senior Subordinated Note Indenture and is subordinated in right of payment from and after such time as the Senior Subordinated Notes shall become due and payable (whether at Stated Maturity, acceleration or otherwise) to the payment and performance of the Company's obligations under the Senior Subordinated Notes;

•

provided, further, that any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to a Restricted Subsidiary or a pledge to or for the benefit of the lenders under a Credit Facility) shall be deemed to be an incurrence of such Indebtedness by the Company or other obligor not permitted by this clause (4);

(5)

Indebtedness of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary;

•

provided that any such Indebtedness is made pursuant to an intercompany note in the form attached to the Senior Subordinated Note Indenture;

•

provided, further, that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a Restricted Subsidiary or a pledge to or for the benefit of the lenders under a Credit Facility) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (5), and (b) any transaction pursuant to which any Restricted Subsidiary, which has Indebtedness owing to the Company or any other Restricted Subsidiary, ceases to be a Restricted Subsidiary shall be deemed to be the incurrence of Indebtedness by such Restricted Subsidiary that is not permitted by this clause (5);

(6)

guarantees of any Restricted Subsidiary of Indebtedness of the Company or any of its Restricted Subsidiaries which is permitted to be incurred under the Senior Subordinated Note Indenture, provided that such guarantees are made in accordance with the provisions of "—Limitation on Issuances of Guarantees of Indebtedness";

(7)

obligations of the Company or any Restricted Subsidiary entered into in the ordinary course of business for financial management and not for speculative purposes

(a)

pursuant to Interest Rate Agreements designed to protect the Company or any Restricted Subsidiary against fluctuations in interest rates in respect of Indebtedness of the Company or any Restricted Subsidiary, or

(b)

under any Currency Hedging Agreements or Commodity Price Protection Agreements;

(8)

Indebtedness of the Company or any Restricted Subsidiary represented by Capital Lease Obligations (whether or not incurred pursuant to sale and leaseback transactions) or Purchase Money Obligations or other Indebtedness incurred or assumed in connection with the acquisition or development of real or personal, movable or immovable, property in each case

216

incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company, in an aggregate principal amount pursuant to this clause (8) not to exceed 4.0% of Consolidated Net Tangible Assets outstanding at any time; provided that the principal amount of any Indebtedness permitted under this clause (8) does not in each case at the time of incurrence exceed the Fair Market Value, as determined by the Company in good faith, of the acquired or constructed asset or improvement so financed;

(9)

Indebtedness of the Company or any of its Restricted Subsidiaries in connection with surety, performance, appeal or similar bonds, bankers' acceptances, completion guarantees or similar instruments pursuant to self-insurance and workers' compensation obligations; provided that, in each case contemplated by this clause (9), upon the drawing of such letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing; provided, further, that such Indebtedness is not in connection with the borrowing of money or the obtaining of advances or credit;



(10)

Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided however, that such Indebtedness is extinguished within 10 business days of incurrence;



(11)

Indebtedness of the Company to the extent the net proceeds thereof are promptly deposited to defease the Senior Subordinated Notes as described below under "—Defeasance or Covenant Defeasance of Senior Subordinated Note Indenture";



(12)

Indebtedness of the Company or any Restricted Subsidiary arising from agreements for indemnification or purchase price adjustment obligations or similar obligations, earn-outs, non-compete, consulting, deferred compensation or other similar obligations or from guarantees or letters of credit, surety bonds or performance bonds securing any obligation of the Company or a Restricted Subsidiary pursuant to such an agreement, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of a Restricted Subsidiary; provided that the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds actually paid or received by the Company and any Restricted Subsidiary, including the Fair Market Value of non-cash proceeds;



(13)

any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a "refinancing") of any Indebtedness incurred pursuant to paragraph (a) of this section and clauses (2) and (3) of this paragraph (b) of this definition of "Permitted Indebtedness", including any successive refinancings so long as the borrower under such refinancing is the Company or, if not the Company, the same as the borrower of the Indebtedness being refinanced and the aggregate principal amount of Indebtedness represented thereby (or if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness plus any accreted value attributable thereto since the original issuance of such Indebtedness) is not increased by such refinancing plus the lesser of (a) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (b) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company incurred in connection with such refinancing and (1) in the case of any refinancing of Indebtedness that is Subordinated Indebtedness, such new Indebtedness is made subordinated to the Senior Subordinated Notes

217

at least to the same extent as the Indebtedness being refinanced and (2) in the case of Pari Passu Indebtedness or Subordinated Indebtedness, as the case may be, such refinancing does not reduce the Average Life to Stated Maturity or the Stated Maturity of such Indebtedness;

(14)

Indebtedness of the Company and its Restricted Subsidiaries representing obligations under any employment arrangements to make payments with respect to the cancellation or repurchase of Capital Stock of the Company or its Restricted Subsidiaries in an aggregate principal amount not to exceed $5.0 million outstanding at any one time;



(15)

Indebtedness consisting of take or pay obligations contained in supply agreements entered into in the ordinary course of business;



(16)

Indebtedness of the Company consisting of inventory, furniture, fixtures and equipment buyback arrangements entered into in the ordinary course of business with the Company's Canadian drugstore franchisees;



(17)

any guarantees by the Company of Indebtedness of the Company's Canadian drugstore franchisees in an aggregate principal amount not to exceed $30.0 million at any one time; and



(18)

Indebtedness of the Company and its Restricted Subsidiaries in addition to that described in clauses (1) through (17) above, and any renewals, extensions, substitutions, refinancings or replacements of such Indebtedness, so long as the aggregate principal amount of all such Indebtedness shall not exceed $150.0 million outstanding at any one time in the aggregate.

        For purposes of determining compliance with this "Limitation on Indebtedness" covenant, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify or reclassify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types; provided that Indebtedness under the Credit Agreement which is in existence following the Issue Date, and any renewals, extensions, substitutions, refundings, refinancings or replacements thereof, in an amount not in excess of the amount permitted to be incurred pursuant to clause (1) of paragraph (b) above, shall be deemed to have been incurred pursuant to clause (1) of paragraph (b) above rather than paragraph (a) above. For clarity purposes, the Company may incur Indebtedness under a Credit Facility in amounts after the Issue Date in excess of the amounts outstanding on the Issue Date (or amounts committed thereunder) under any other clause of "—Limitation on Indebtedness".

        Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness.

        Accrual of interest, accretion or amortization of original issue discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the accretion or payment of dividends on any Redeemable Capital Stock or Preferred Stock in the form of additional shares of the same class of Redeemable Capital Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness for purposes of this covenant; provided, in each such case, that the amount thereof as accrued is included in Consolidated Fixed Charge Coverage Ratio of the Company.

        For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness denominated in a different currency, the U.S. dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred. Notwithstanding any other provision of this covenant, (a) the maximum amount that the Company or a Restricted Subsidiary of the Company may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies and (b) the Company or a Restricted Subsidiary may refinance any Indebtedness originally incurred in

218

a currency other than U.S. dollars even if the U.S. dollar-equivalent principal amount of such Indebtedness on the date of refinancing would exceed the maximum amount that the Company or a Restricted Subsidiary could incur under the relevant basket of Permitted Indebtedness.

        If Indebtedness is secured by a letter of credit that serves only to secure such Indebtedness, then the total amount deemed incurred shall be equal to the greater of (x) the principal of such Indebtedness and (y) the amount that may be drawn under such letter of credit.

        The amount of Indebtedness issued at a price less than the amount of the liability thereof shall be determined in accordance with GAAP.

        Limitation on Restricted Payments.    (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly:

(1)

declare or pay any dividend on, or make any distribution to holders of, any shares of the Company's Capital Stock (other than dividends or distributions payable solely in shares of its Qualified Capital Stock or in options, warrants or other rights to acquire shares of such Qualified Capital Stock);



(2)

purchase, redeem, defease or otherwise acquire or retire for value, directly or indirectly, the Company's Capital Stock or any Capital Stock of any Affiliate of the Company, including any Subsidiary of the Company (other than Capital Stock of any Restricted Subsidiary of the Company) or options, warrants or other rights to acquire such Capital Stock;



(3)

make any principal payment on, or repurchase, redeem, defease, retire or otherwise acquire for value, prior to any scheduled principal payment, sinking fund payment or maturity, any Subordinated Indebtedness, except a purchase, repurchase, redemption, defeasance or retirement within one year of final maturity thereof;



(4)

declare or pay any dividend or distribution on any Capital Stock of any Restricted Subsidiary to any Person (other than (a) to the Company or any of its Wholly Owned Restricted Subsidiaries or (b) dividends or distributions made by a Restricted Subsidiary on a pro rata basis to all stockholders of such Restricted Subsidiary); or



(5)

make any Investment in any Person (other than any Permitted Investments);

(any of the foregoing actions described in clauses (1) through (5) above, other than any such action that is a Permitted Payment (as defined below), collectively, "Restricted Payments") (the amount of any such Restricted Payment, if other than cash, shall be the Fair Market Value of the assets proposed to be transferred, as determined by the Board of Directors of the Company, whose determination shall be conclusive and evidenced by a Board Resolution), unless

(1)

immediately after giving effect to such proposed Restricted Payment on a pro forma basis, no Default or Event of Default shall have occurred and be continuing and such Restricted Payment shall not be an event which is, or after notice or lapse of time or both, would be, an "event of default" under the terms of any Indebtedness of the Company or its Restricted Subsidiaries;



(2)

immediately before and immediately after giving effect to such Restricted Payment on a pro forma basis, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions described under paragraph (a) of "—Limitation on Indebtedness"; and

219

(3)

after giving effect to the proposed Restricted Payment, the aggregate amount of all such Restricted Payments declared or made after the date of the Senior Subordinated Note Indenture and all Designation Amounts does not exceed the sum of:



(A)

50% of the aggregate Consolidated Net Income of the Company accrued on a cumulative basis during the period beginning on June 1, 2004 and ending on the last day of the Company's last fiscal quarter ending prior to the date of the Restricted Payment (or, if such aggregate cumulative Consolidated Net Income shall be a loss, minus 100% of such loss);



(B)

the aggregate Net Cash Proceeds received after the date of the Senior Subordinated Note Indenture by the Company either (1) as capital contributions in the form of common equity to the Company or (2) from the issuance or sale (other than to any of its Subsidiaries) of Qualified Capital Stock of the Company or any options, warrants or rights to purchase such Qualified Capital Stock of the Company (except, in each case, to the extent such proceeds are used to purchase, redeem or otherwise retire Capital Stock or Subordinated Indebtedness as set forth below in clause (2) or (3) of paragraph (b) below) (and excluding the Net Cash Proceeds from the issuance of Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);



(C)

the aggregate Net Cash Proceeds received after the date of the Senior Subordinated Note Indenture by the Company (other than from any of its Subsidiaries) upon the exercise of any options, warrants or rights to purchase Qualified Capital Stock of the Company (and excluding the Net Cash Proceeds from the exercise of any options, warrants or rights to purchase Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);



(D)

the aggregate Net Cash Proceeds received after the date of the Senior Subordinated Note Indenture by the Company from the conversion or exchange, if any, of debt securities or Redeemable Capital Stock of the Company or its Restricted Subsidiaries into or for Qualified Capital Stock of the Company plus, to the extent such debt securities or Redeemable Capital Stock were issued after the date of the Senior Subordinated Note Indenture, the aggregate of Net Cash Proceeds from their original issuance (and excluding the Net Cash Proceeds from the conversion or exchange of debt securities or Redeemable Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

(E)	(a)	in the case of the disposition, repayment or return of capital of any Investment constituting a Restricted Payment (including any Investment in an Unrestricted Subsidiary) made after the date of the Senior Subordinated Note Indenture, an amount (to the extent not included in Consolidated Net Income) equal to the lesser of the amount of the disposition or repayment or return of capital with respect to such Investment and the initial amount of such Investment, in either case, less the cost of the disposition of such Investment and net of taxes, and
	(b)	in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary (as long as the designation of such Subsidiary as an Unrestricted Subsidiary was deemed a Restricted Payment), the Fair Market Value of the Company's interest in such Subsidiary provided that such amount shall not in any case exceed the amount of the Restricted Payments deemed made at the time the Subsidiary was designated as an Unrestricted Subsidiary and any Investments in such Unrestricted Subsidiary after the date of such initial designation; and

220

(F)

at any time after the extinguishment or termination of any amount which previously qualified as a Restricted Payment on account of any guarantee entered into by the Company or any Restricted Subsidiary; provided that such guarantee has not been called upon and the obligation arising under such guarantee no longer exists.

        (b)   Notwithstanding the foregoing, and in the case of clauses (2) through (10) below, so long as no Default or Event of Default is continuing or would arise therefrom, the foregoing provisions shall not prohibit the following actions (each of clauses (1) through (7) and (10) being referred to as a "Permitted Payment"):

(1)

the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment was permitted by the provisions of paragraph (a) of this Section and such payment shall have been deemed to have been paid on such date of declaration and shall not have been deemed a "Permitted Payment" for purposes of the calculation required by paragraph (a) of this Section;



(2)

the purchase, repurchase, redemption or other acquisition or retirement for value of any shares of any class of Capital Stock of the Company in exchange for (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares or scrip), or out of the Net Cash Proceeds of a substantially concurrent issuance and sale for cash, subject to notice and redemption periods, (other than to a Subsidiary) of, other shares of Qualified Capital Stock of the Company; provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of this Section;



(3)

the purchase, repurchase, redemption, defeasance, satisfaction and discharge, retirement or other acquisition for value or payment of principal of any Subordinated Indebtedness in exchange for, or in an amount not in excess of the Net Cash Proceeds of, a substantially concurrent issuance and sale for cash, subject to notice and redemption periods, (other than to any Subsidiary of the Company) of any Qualified Capital Stock of the Company, provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of this Section;



(4)

the purchase, repurchase, redemption, defeasance, satisfaction and discharge, retirement, refinancing, acquisition for value or payment of principal of any Subordinated Indebtedness (other than Redeemable Capital Stock) (a "refinancing") through the substantially concurrent issuance of new Subordinated Indebtedness of the Company, subject to notice and redemption periods, provided that any such new Subordinated Indebtedness



(a)

shall be in a principal amount that does not exceed the principal amount so refinanced (or, if such Subordinated Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, then such lesser amount as of the date of determination), plus the amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced, plus the amount of expenses of the Company incurred in connection with such refinancing;



(b)

has an Average Life to Stated Maturity greater than the remaining Average Life to Stated Maturity of the Senior Subordinated Notes;



(c)

has a Stated Maturity for its final scheduled principal payment later than the Stated Maturity for the final scheduled principal payment of the Senior Subordinated Notes; and



(d)

is expressly subordinated in right of payment to the Senior Subordinated Notes at least to the same extent as the Subordinated Indebtedness to be refinanced;

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(5)

the repurchase of Capital Stock deemed to occur upon exercise of stock options to the extent that shares of such Capital Stock represent a portion of the exercise price of such options;



(6)

the payment of cash in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exercisable for Capital Stock of the Company;



(7)

the repurchase, redemption, or other acquisition or retirement for value of Redeemable Capital Stock of the Company made by exchange for, or out of the proceeds of the sale of within 30 days of Redeemable Capital Stock; provided that any such new Redeemable Capital Stock is issued in accordance with paragraph (a) of the covenant "Limitation on Indebtedness" and has an aggregate liquidation preference that does not exceed the aggregate liquidation preference of the amount so refinanced;



(8)

payments or distributions to stockholders pursuant to appraisal rights required under applicable law in connection with any consolidation, merger or transfer of assets that complies with the covenant described under "—Consolidation, Merger, Sale of Assets";



(9)

regular quarterly dividend payments to holders of any shares of the Company's Capital Stock in the ordinary course of business or purchases of the Company's Capital Stock, in an amount not to exceed $35.0 million in the aggregate in any fiscal year; and



(10)

Restricted Payments, in addition to those described in clauses (1) through (9) above, not to exceed $50.0 million in the aggregate since the Issue Date.

        Limitation on Transactions with Affiliates.    The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and

(1)

such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm's-length dealings with an unrelated third party,



(2)

with respect to any transaction or series of related transactions involving aggregate value in excess of $10.0 million,



(a)

the Company delivers an Officers' Certificate to the Senior Subordinated Note Trustee certifying that such transaction or series of related transactions complies with clause (1) above, and



(b)

such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or



(3)

with respect to any transaction or series of related transactions involving aggregate value in excess of $50.0 million, the Company delivers to the Senior Subordinated Note Trustee a written opinion of an investment banking firm of national standing in the United States or Canada or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transaction or series of related transactions is fair to the Company or such Restricted Subsidiary from a financial point of view;

provided, however, that this provision shall not apply to: (i) employee benefit arrangements with any officer or director of the Company, including under any stock option or stock incentive plans, and

222

customary indemnification arrangements with officers or directors of the Company, in each case entered into in the ordinary course of business, (ii) any Restricted Payments made in compliance with "—Limitation on Restricted Payments" above, (iii) transactions effected as part of a Permitted Securitization Transaction, (iv) any fees paid to directors in the ordinary course in their capacity as such, (v) any sale or issuance of Qualified Capital Stock to Affiliates of the Company and (vi) transactions entered into in the ordinary course of business with Affiliates of the Company who are Canadian drugstore franchisees, whether currently owned or after-acquired, in their capacities as such, for purposes of (a) purchase and sale of inventory for the related franchises, or (b) entering into the inventory buyback or guarantee arrangements described under clauses (16) and (17) of the definition of "Permitted Indebtedness".

        Limitation on Liens.    The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create, incur or affirm any Lien (other than Permitted Liens) of any kind upon any property or assets (including any intercompany notes) of the Company or any Restricted Subsidiary owned on the date of the Senior Subordinated Note Indenture or acquired after the date of the Senior Subordinated Note Indenture, or assign or convey any right to receive any income or profits therefrom, unless the Senior Subordinated Notes (or a Senior Subordinated Note Guarantee in the case of Liens of a Senior Subordinated Note Guarantor) are directly secured equally and ratably with (or, in the case of Subordinated Indebtedness, prior or senior thereto, with the same relative priority as the Senior Subordinated Notes shall have with respect to such Subordinated Indebtedness) the obligation or liability secured by such Lien except for any Permitted Liens.

        Notwithstanding the foregoing, any Lien securing the Senior Subordinated Notes granted pursuant to this covenant shall be automatically and unconditionally released and discharged upon the release by the holders of the Indebtedness described above of their Lien on the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at such time as the holders of all such Indebtedness also release their Lien on the property or assets of the Company or such Restricted Subsidiary, or upon any sale, exchange or transfer to any Person not an Affiliate of the Company of the property or assets secured by such Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary that owns the property or assets subject to such Lien.

        Limitation on Sale of Assets.    (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (1) at least 75% of the consideration from such Asset Sale other than Asset Swaps is received in cash and (2) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets subject to such Asset Sale (as determined by the Board of Directors of the Company and evidenced in a Board Resolution).

        For purposes of Section (a)(1) of this covenant, the following will be deemed to be cash: (A) the amount of any Senior Indebtedness of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully and unconditionally released (excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale and contingent liabilities), (B) the amount of any notes, securities or other similar obligations received by the Company or any Restricted Subsidiary from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within 30 days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange and (C) the amount of any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale.

223

        With respect to an Asset Swap constituting an Asset Sale, the Company or any Restricted Subsidiary shall be required to receive in cash an amount equal to 75% of the proceeds of the Asset Sale which do not consist of like-kind assets acquired with the Asset Swap.

        (b)   All or a portion of the Net Cash Proceeds of any Asset Sale may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Indebtedness under the Credit Agreement):

(i)

to prepay permanently or repay permanently any Senior Indebtedness or Indebtedness of Restricted Subsidiaries that are not Senior Subordinated Note Guarantors then outstanding (provided, however, that in the case of any such Indebtedness repaid under a revolving credit facility, such amounts may be reborrowed), or



(ii)

if the Company determines not to apply such Net Cash Proceeds to the permanent repayment or permanent prepayment of such Indebtedness, or if no such Indebtedness is then outstanding, within 365 days of the Asset Sale, to invest the Net Cash Proceeds in properties (including, without limitation, capital expenditures with respect to improving existing assets) and other assets that (as determined by the Board of Directors of the Company) replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries (including pursuant to capital expenditures).

        The amount of such Net Cash Proceeds not used or invested in accordance with the preceding clauses (i) and (ii) within 365 days of the Asset Sale constitutes "Excess Proceeds".

        (c)   When the aggregate amount of Excess Proceeds exceeds $30.0 million or more, the Company will make offers to purchase the Senior Subordinated Notes (in the amount described in clause (A) below) and any other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from any Asset Sale and will apply the Excess Proceeds to the repayment of the Senior Subordinated Notes and such Indebtedness of the respective holders thereof accepting such offers, as follows:

(A)

the Company will make an offer to purchase (an "Offer") from all holders of the Senior Subordinated Notes in accordance with the procedures set forth in the Senior Subordinated Note Indenture in the maximum principal amount (expressed as a multiple of $1,000) of Senior Subordinated Notes that may be purchased out of an amount (the "Senior Subordinated Note Amount") equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Senior Subordinated Notes, and the denominator of which is the sum of the outstanding principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of the Senior Subordinated Notes and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price (as defined herein) of all Senior Subordinated Notes tendered); provided, however, that any such offer to purchase may be delayed until after the consummation of any similar offer to purchase required to be conducted pursuant to the Senior Note Indenture or other Senior Indebtedness and any amounts used to repay or repurchase Senior Indebtedness shall be excluded from the calculation of Excess Proceeds for the purposes of the Offer; and



(B)

to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness (or accreted value in the case of Indebtedness issued with original issue discount), the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an amount (the "Pari Passu Debt Amount") equal to the excess of the Excess

224

Proceeds over the Senior Subordinated Note Amount; provided that in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount (or accreted value) of such Pari Passu Indebtedness plus the amount of any premium required to be paid to repurchase such Pari Passu Indebtedness.

The offer price for the Senior Subordinated Notes will be payable in cash in an amount equal to 100% of the principal amount of the Senior Subordinated Notes plus accrued and unpaid interest, if any, to the date (the "Offer Date") such Offer is consummated (the "Offered Price"), in accordance with the procedures set forth in the Senior Subordinated Note Indenture. To the extent that the aggregate Offered Price of the Senior Subordinated Notes tendered pursuant to the Offer is less than the Senior Subordinated Note Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Senior Subordinated Note Indenture. If the aggregate principal amount of Senior Subordinated Notes and Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Senior Subordinated Note Trustee shall select the Senior Subordinated Notes to be purchased on a pro rata basis. Upon the completion of the purchase of all the Senior Subordinated Notes tendered pursuant to an Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero.

        (d)   If the Company becomes obligated to make an Offer pursuant to clause (c) above, the Senior Subordinated Notes and the Pari Passu Indebtedness of the respective holders thereof accepting such Offer shall be purchased by the Company in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer is given to holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act.

        (e)   The Senior Subordinated Note Indenture will provide that the Company will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an Offer.

        Limitation on Issuances of Guarantees of Indebtedness.    (a) The Company will not cause or permit any Restricted Subsidiary (which is not a Senior Subordinated Note Guarantor), directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Company or any Restricted Subsidiary or become directly liable under any Indebtedness pursuant to clause (1) of the definition of "Permitted Indebtedness" unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Senior Subordinated Note Indenture providing for a Senior Subordinated Note Guarantee of the Senior Subordinated Notes on the same terms as the guarantee of such Indebtedness except that

(A)

such guarantee need not be secured unless required pursuant to "—Limitation on Liens",



(B)

if such Indebtedness is by its terms expressly subordinated to the Senior Subordinated Notes, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary's Senior Subordinated Note Guarantee of the Senior Subordinated Notes at least to the same extent as such Indebtedness is subordinated to the Senior Subordinated Notes and



(C)

if such Indebtedness constitutes Senior Indebtedness, such Restricted Subsidiary's Senior Subordinated Note Guarantee of the Senior Subordinated Notes may be subordinated to any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Senior Indebtedness at least to the same extent as the Senior Subordinated Notes are subordinated to such Senior Indebtedness.

225

        (b)   Notwithstanding the foregoing, any Senior Subordinated Note Guarantee by a Restricted Subsidiary of the Senior Subordinated Notes shall provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and discharged upon

(1)

any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary, or the designation of such Restricted Subsidiary as an Unrestricted Subsidiary, which transaction is in compliance with the terms of the Senior Subordinated Note Indenture and such Restricted Subsidiary is released from all guarantees, if any, by it of other Indebtedness of the Company or any Restricted Subsidiaries and



(2)

with respect to any Senior Subordinated Note Guarantees created after the date of the Senior Subordinated Note Indenture, the release by the holders of the Indebtedness of the Company described in clause (a) above of their security interest or their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at such time as (A) no other Indebtedness of the Company has been secured or guaranteed by such Restricted Subsidiary, as the case may be, or (B) the holders of all such other Indebtedness which is secured or guaranteed by such Restricted Subsidiary also release their security interest in or guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness).

        Limitation on Subsidiary Preferred Stock.    (a) The Company will not permit any Restricted Subsidiary of the Company to issue, sell or transfer any Preferred Stock, except for (1) Preferred Stock issued or sold to, held by or transferred to the Company or a Wholly Owned Restricted Subsidiary, and (2) Preferred Stock issued by a Person prior to the time (A) such Person becomes a Restricted Subsidiary, (B) such Person merges with or into a Restricted Subsidiary or (C) a Restricted Subsidiary merges with or into such Person; provided that such Preferred Stock was not issued or incurred by such Person in anticipation of the type of transaction contemplated by subclause (A), (B) or (C). This clause (a) shall not apply upon the acquisition of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of the Senior Subordinated Note Indenture.

        (b)   The Company will not permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary) to acquire Preferred Stock of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except upon the acquisition of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of the Senior Subordinated Note Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

        (a)   The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to

(1)

pay dividends or make any other distribution on its Capital Stock,



(2)

pay any Indebtedness owed to the Company or any other Restricted Subsidiary,



(3)

make any Investment in the Company or any other Restricted Subsidiary or



(4)

transfer any of its properties or assets to the Company or any other Restricted Subsidiary.

226

        (b)   However, paragraph (a) will not prohibit any

(1)

encumbrance or restriction pursuant to (x) an agreement (other than the Credit Agreement and the related documentation) in effect on the date of the Senior Subordinated Note Indenture, (y) the Credit Agreement and related documentation in effect on the date of the Senior Subordinated Note Indenture and (z) the Senior Notes and the Senior Subordinated Note Indenture, and any amendments, modifications, or supplements to the documents described in (x), (y) or (z) that are not, on the whole, materially less favorable to the holders of the Senior Subordinated Notes than those in effect on the date of the Senior Subordinated Note Indenture;



(2)

encumbrance or restriction with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of the Senior Subordinated Note Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary;



(3)

encumbrance or restriction pursuant to any agreement governing any Indebtedness permitted by clause (8) of the definition of Permitted Indebtedness as to the assets financed with the proceeds of such Indebtedness;



(4)

encumbrance or restriction contained in any Acquired Indebtedness or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries, so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person, so acquired, so long as the agreement containing such restriction does not violate any other provision of the Senior Subordinated Note Indenture;



(5)

encumbrance or restriction existing under applicable law or any requirement of any regulatory body;



(6)

Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption "—Limitation on Liens" that limit the right of the debtor to dispose of the assets subject to such Liens;



(7)

customary non-assignment provisions in leases, licenses or contracts;



(8)

customary restrictions contained in (A) asset sale agreements permitted to be incurred under the provisions of the covenant described above under the caption "—Limitation on Sale of Assets" that limit the transfer of such assets or otherwise impose limitations pending the closing of such sale and (B) any other agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;



(9)

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;



(10)

any agreement or instrument placing contractual restrictions applicable only to a Securitization Entity effected in connection with, or Liens on receivables or related assets which are the subject of, a Permitted Securitization Transaction;



(11)

customary restrictions imposed by the terms of joint venture agreements; provided, however, such restrictive terms do not apply to any Restricted Subsidiaries other than the applicable

227

joint venture; provided further, however, that such restrictions do not materially impact the ability of the Company to make payments on the Senior Subordinated Notes when due as required by the terms of the Senior Subordinated Note Indenture; and provided further, however, that the Consolidated Net Tangible Assets of all such joint ventures on the date of entering into any such joint venture or mailing additional Investments in such joint venture shall not exceed 3.0% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries outstanding, on the date of entering into, or additional Investments in, such joint venture; and

(12)

under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (11), or in this clause (12), provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect taken as a whole than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Layering

        Notwithstanding the provisions described above under "—Limitation on Indebtedness", the Company will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Indebtedness of the Company and senior in right of payment to the Notes. In addition, no Senior Subordinated Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness of such Senior Subordinated Guarantor that is subordinate or junior in right of payment to any Indebtedness of such Senior Subordinated Guarantor and senior in right of payment to the Guarantee of such Senior Subordinated Guarantor. For purposes of the foregoing, no Indebtedness shall be deemed to be subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or secured by a junior priority lien or by virtue of the fact that the holders of such Indebtedness have entered into intercreditor agreements or other arrangements giving one or more such holders priority over the other holders in the collateral held by them.

Sale and Leaseback Transactions

        The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction (not including any sale and leaseback transaction in the form of an operating lease); provided, that the Company or one of its Restricted Subsidiaries may enter into a sale and leaseback transaction if:

(1)

the Company or such Restricted Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Indebtedness relating to such sale and leaseback transaction pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in paragraph (a) of the covenant described above under the caption "—Limitation on Indebtedness" and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption "—Limitation on Liens";



(2)

the gross cash proceeds of such sale and leaseback transactions are at least equal to the Fair Market Value of the property that is the subject of such sale and leaseback transaction; and



(3)

the transfer of assets in such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described above under the caption "—Limitation on Sale of Assets".

        Limitation on Unrestricted Subsidiaries.    The Company may designate after the Issue Date any Subsidiary (other than a Senior Subordinated Note Guarantor) as an "Unrestricted Subsidiary" under the Senior Subordinated Note Indenture (a "Designation") only if:

228

(a)

no Default shall have occurred and be continuing at the time of or after giving effect to such Designation;



(b)

the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) of "Limitation on Restricted Payments" above in an amount (the "Designation Amount") equal to the greater of (1) the net book value of the Company's interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company's interest in such Subsidiary as determined in good faith by the Company's Board of Directors;



(c)

the Company would be permitted under the Senior Subordinated Note Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described under "—Limitation on Indebtedness" at the time of such Designation (assuming the effectiveness of such Designation);



(d)

such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary; and



(e)

such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Senior Subordinated Note Guarantee for the Senior Subordinated Notes.

        In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to the covenant "—Limitation on Restricted Payments" for all purposes of the Senior Subordinated Note Indenture in the Designation Amount.

        The Senior Subordinated Note Indenture will also provide that the Company shall not and shall not cause or permit any Restricted Subsidiary to at any time

(a)

provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or



(b)

be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary.

        For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary.

        The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if:

(a)

no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation;



(b)

all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of the Senior Subordinated Note Indenture; and



(c)

unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date

229

of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described under "—Limitation on Indebtedness".

        All Designations and Revocations must be evidenced by a resolution of the Board of Directors of the Company delivered to the Senior Subordinated Note Trustee certifying compliance with the foregoing provisions.

        Provision of Financial Statements.    The Senior Subordinated Note Indenture will provide that for so long as the Senior Subordinated Notes are outstanding, whether or not the Company has a class of securities registered under the Exchange Act, the Company and the Senior Subordinated Note Guarantors shall furnish without cost to each holder of Senior Subordinated Notes and file with the Senior Subordinated Note Trustee and the Commission within the time periods specified in the Commission's rules and regulations: (i) annual reports on Form 20-F or 40-F (or any successor form) containing the information required to be contained therein (or required in such successor form), including audited year-end consolidated financial statements (including a balance sheet, income statement and statement of changes of cash flow) prepared in accordance with GAAP consistently applied (reconciled to United States generally accepted accounting principles); (ii) reports on Form 6-K (or any successor form) containing substantially the same information required to be contained in Form 10-Q (or required in such successor form), including unaudited quarterly consolidated financial statements (including a balance sheet, income statement and statement of changes of cash flow) prepared in accordance with GAAP consistently applied (reconciled to United States generally accepted accounting principles); and (iii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 6-K (or any successor form) containing substantially the same information required to be contained in Form 8-K (or required in any successor form); provided, however, that the Company and the Senior Subordinated Note Guarantors will not be obligated to file such reports with the Commission prior to the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement.

        The Senior Subordinated Note Indenture also provides that, so long as any of the Senior Subordinated Notes remain outstanding, the Company will make available to any prospective purchaser of Senior Subordinated Notes or beneficial owner of Senior Subordinated Notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Senior Subordinated Notes for securities identical in all material respects which have been registered under the Securities Act or until such time as the holders thereof have disposed of such Senior Subordinated Notes pursuant to an effective registration statement under the Securities Act.

        Additional Covenants.    The Senior Subordinated Note Indenture also contains covenants with respect to the following matters: (1) payment of principal, premium and interest; (2) maintenance of an office or agency in The City of New York; (3) arrangements regarding the handling of money held in trust; (4) maintenance of corporate existence; (5) payment of taxes and other claims; (6) maintenance of properties; and (7) maintenance of insurance.

Consolidation, Merger, Sale of Assets

        The Company will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person or

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group of Persons (other than the Company or a Senior Subordinated Note Guarantor), unless at the time and after giving effect thereto

(1)

either (a) the Company will be the continuing corporation or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis (the "Surviving Entity") will be a corporation or limited liability company (with a corporate co-obligor) duly organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia or the laws of Canada or any province or territory thereof and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Senior Subordinated Note Trustee, all the obligations of the Company under the Senior Subordinated Notes and the Senior Subordinated Note Indenture and the Registration Rights Agreement (as that term is defined under "Exchange Offer; Registration Rights"), as the case may be, and the Senior Subordinated Notes and the Senior Subordinated Note Indenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Senior Subordinated Note Guarantees will be confirmed as applying to such Surviving Entity's obligations);



(2)

immediately before and immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default will have occurred and be continuing;



(3)

immediately before and immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), (A) the Company (or the Surviving Entity if the Company is not the continuing obligor under the Senior Subordinated Note Indenture) could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions of "—Certain Covenants—Limitation on Indebtedness" or (B) the Company's Consolidated Fixed Charge Coverage Ratio on such a pro forma basis would be greater than the Company's Fixed Charge Coverage Ratio without giving such pro forma effect to the transaction;



(4)

at the time of the transaction, each Senior Subordinated Note Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Senior Subordinated Note Guarantee shall apply to such Person's obligations under the Senior Subordinated Note Indenture and the Senior Subordinated Notes;



(5)

at the time of the transaction, if any of the property or assets of the Company or any of its Restricted Subsidiaries would thereupon become subject to any Lien, the provisions of "—Certain Covenants—Limitation on Liens" are complied with; and



(6)

at the time of the transaction, the Company or the Surviving Entity will have delivered, or caused to be delivered, to the Senior Subordinated Note Trustee, in form and substance reasonably satisfactory to the Senior Subordinated Note Trustee, an Officers' Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction and the supplemental indenture in

231

respect thereof comply with the Senior Subordinated Note Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with.

        Each Senior Subordinated Note Guarantor will not, and the Company will not permit a Senior Subordinated Note Guarantor to, in a single transaction or through a series of related transactions, (x) consolidate with or merge with or into any other Person (other than the Company or any Senior Subordinated Note Guarantor or for the sole purpose of reincorporating in another jurisdiction) or (y) sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company or any Senior Subordinated Note Guarantor) or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, that would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or any Senior Subordinated Note Guarantor), unless at the time and after giving effect thereto

(1)

either (a) the Senior Subordinated Note Guarantor will be the continuing corporation in the case of a consolidation or merger involving the Senior Subordinated Note Guarantor or (b) the Person (if other than the Senior Subordinated Note Guarantor) formed by such consolidation or into which such Senior Subordinated Note Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis (the "Surviving Guarantor Entity") will be a corporation, limited liability company, limited liability partnership, partnership or trust duly organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia or the laws of Canada or any province or territory thereof and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Senior Subordinated Note Trustee, all the obligations of such Senior Subordinated Note Guarantor under its Senior Subordinated Note Guarantee of the Senior Subordinated Notes and the Senior Subordinated Note Indenture and the Registration Rights Agreement and such Senior Subordinated Note Guarantee, Senior Subordinated Note Indenture and Registration Rights Agreement will remain in full force and effect;



(2)

immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default will have occurred and be continuing; and



(3)

at the time of the transaction such Senior Subordinated Note Guarantor or the Surviving Guarantor Entity will have delivered, or caused to be delivered, to the Senior Subordinated Note Trustee, in form and substance reasonably satisfactory to the Senior Subordinated Note Trustee, an Officers' Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with the Senior Subordinated Note Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with; provided, however, that this paragraph shall not apply to any Senior Subordinated Note Guarantor whose Senior Subordinated Note Guarantee of the Senior Subordinated Notes is unconditionally released and discharged in accordance with paragraph (b) under the provisions of "Certain Covenants—Limitation on Issuances of Guarantees of Indebtedness".

        In the event of any transaction (other than a lease) described in and complying with the conditions listed in the two immediately preceding paragraphs in which the Company or any Senior Subordinated Note Guarantor, as the case may be, is not the continuing corporation, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise

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every right and power of, the Company or such Senior Subordinated Note Guarantor, as the case may be, and the Company or any Senior Subordinated Note Guarantor, as the case may be, would be discharged from all obligations and covenants under the Senior Subordinated Note Indenture and the Senior Subordinated Notes or its Senior Subordinated Note Guarantee, as the case may be, and the Registration Rights Agreement.

        An assumption by any Person of the Company's or any Senior Subordinated Note Guarantor's obligations under the Senior Subordinated Note Indenture and the Senior Subordinated Notes or a Senior Subordinated Note Guarantee might be deemed for U.S. federal income tax purposes to be an exchange of the Senior Subordinated Notes for "new" Senior Subordinated Notes by the holders and beneficial owners thereof resulting, in recognition of gain or loss for such purposes and possibly other adverse tax consequences to beneficial owners of the Senior Subordinated Notes. You should consult your own tax advisors regarding the tax consequences of any such assumption.

Fall Away Event

        In the event of the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain Investment Grade Status), (1) the covenants and provisions described above under "—Limitations on Indebtedness", "—Limitation on Restricted Payments", "—Limitation on Transactions With Affiliates", "—Limitation on Liens", "—Limitation on Sale of Assets", "—Limitation on Subsidiary Preferred Stock", and "—Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries" and "Sale and Leaseback Transactions" shall each no longer be in effect for the remaining term of the Senior Subordinated Notes, (2) the Company will no longer be subject to the financial test set forth in clause (3) under the first paragraph under "Consolidation, Merger, Sale of Assets" or to clause (b) in the first paragraph or clause (c) in the first and fifth paragraphs under "—Limitation on Unrestricted Subsidiaries" and (3) the covenants described below under "Limitation on Liens" and "Sale and Leaseback Transactions" will be applicable. The covenants described below will only be applicable in the event of the occurrence of a Fall Away Event.

        Limitation on Liens.    The Company will not, and will not permit any Restricted Subsidiary to, incur any Lien to secure Indebtedness without making, or causing such Restricted Subsidiary to make, effective provision for securing the Senior Subordinated Notes on a subordinated (second priority) basis for so long as such Indebtedness is so secured.

        The foregoing restrictions will not apply to:

(a)

any Lien existing on (or securing Indebtedness committed to but not outstanding on) the date of the Fall Away Event (which Lien in either case was not created in connection with, or in contemplation of, such Fall Away Event);



(b)

any Lien in favor of only the Company or a Restricted Subsidiary;



(c)

any Lien arising by reason of



(1)

any judgment, decree or order of any court, so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;



(2)

taxes, assessments or government charges not yet delinquent or which are being contested in good faith;



(3)

security for payment of workers' compensation or other insurance;



(4)

good faith deposits in connection with tenders or leases or other contracts (other than contracts for the payment of money);

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(5)

zoning restrictions, easements, licenses, reservations, title defects, rights of others for rights of way, utilities, sewers, electric lines, telephone or telegraph lines, and other similar purposes, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee), none of which materially impairs the use of any parcel of property material to the operation of the business of the Company or any Subsidiary of the value of such property for the purpose of such business;



(6)

deposits to secure public or statutory obligations, or in lieu of surety or appeal bonds; or



(7)

operation of law in favor of mechanics, carriers, warehousemen, landlords, materialmen, laborers, employees or suppliers, incurred in the ordinary course of business for sums which are not yet delinquent or are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof;



(d)

any Lien securing Acquired Indebtedness created prior to (and not created in connection with, or in contemplation of) the incurrence of such Indebtedness by the Company or any Subsidiary;



(e)

any Lien to secure the performance bids, trade contracts, leases (including, without limitation, statutory and common law landlord's liens), statutory obligations, surety and appeal bonds, letters of credit and other obligations of a like nature and incurred in the ordinary course of business of the Company or any Subsidiary;



(f)

any Lien securing Indebtedness permitted to be incurred under Interest Rate Agreements or otherwise incurred to hedge interest rate risk;



(g)

any Lien securing Capitalized Lease Obligations or Purchase Money Obligations incurred or assumed solely in connection with the acquisition, development or construction of real or personal, moveable or immovable property within 90 days of such incurrence or assumption; provided that such Liens only extend to such acquired, developed or constructed property, such Liens secure Indebtedness in an amount not in excess of the original purchase price or the original cost of any such assets or repair, addition or improvement thereto;



(h)

liens on assets transferred to a Securitization Entity or an asset of a Securitization Entity, in either case, incurred in connection with a Permitted Securitization Transaction;



(i)

leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights), which do not materially interfere with the ordinary course of conduct of the business of the Company or any Restricted Subsidiary;



(j)

Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary;



(k)

any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing clauses (a) through (j) so long as no additional collateral is granted as security thereby; and



(l)

Liens (not including Liens permitted by clauses (a) through (k) above) securing Indebtedness in the aggregate principal amount outstanding at any one time not to exceed 10% of Consolidated Net Tangible Assets.

        Sale and Leaseback Transactions.    The Company will not, and will not permit any of its Subsidiaries to, enter into any sale and leaseback transaction (not including any sale and leaseback transaction in

234

the form of an operating lease); provided, that the Company or one of its Subsidiaries may enter into a sale and leaseback transaction if:

(1)

the Company or such Subsidiary could have incurred a Lien to secure the Indebtedness relating to such sale and leaseback transaction pursuant to the covenant described above under the caption "Limitation on Liens"; and



(2)

the gross cash proceeds of such sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of such sale and leaseback transaction.

Events of Default

        An Event of Default will occur under the Senior Subordinated Note Indenture if:

(1)

there shall be a default in the payment of any interest on any Senior Subordinated Note when it becomes due and payable, and such default shall continue for a period of 30 days;



(2)

there shall be a default in the payment of the principal of (or premium, if any, on) any Senior Subordinated Note at its Maturity (upon acceleration, optional or mandatory redemption, if any, required repurchase or otherwise);



(3)

(a) there shall be a default in the performance, or breach, of any covenant or agreement of the Company or any Senior Subordinated Note Guarantor under the Senior Subordinated Note Indenture or any Senior Subordinated Note Guarantee (other than a default in the performance, or breach, of a covenant or agreement which is specifically dealt with in clause (1), (2) or in clause (b), (c), (d) or (e) of this clause (3)) and such default or breach shall continue for a period of 30 days after written notice has been given, by certified mail, (1) to the Company by the Senior Subordinated Note Trustee or (2) to the Company and the Senior Subordinated Note Trustee by the holders of at least 25% in aggregate principal amount of the outstanding Senior Subordinated Notes; (b) there shall be a default in the performance or breach of the provisions described in "—Consolidation, Merger, Sale of Assets"; (c) the Company shall have failed to make or consummate an Offer in accordance with the provisions of "—Certain Covenants—Limitation on Sale of Assets"; or (d) the Company shall have failed to make or consummate a Change of Control Offer in accordance with the provisions of "Purchase of Senior Subordinated Notes Upon a Change of Control"; or (e) the Company shall have failed to make or consummate an offer to purchase if the closing of the Acquisition is not completed within 10 days of the closing of the sale of the Senior Subordinated Notes;



(4)

(a) any default in the payment of the principal, premium, if any, or interest on any Indebtedness shall have occurred under any of the agreements, indentures or instruments under which the Company, any Senior Subordinated Note Guarantor or any Restricted Subsidiary then has outstanding Indebtedness in excess of $40.0 million when the same shall become due and payable in full and such default shall have continued after any applicable grace period and shall not have been cured or waived and, if not already matured at its final maturity in accordance with its terms, the holder of such Indebtedness shall have the right to accelerate such Indebtedness or (b) an event of default as defined in any of the agreements, indentures or instruments described in clause (a) of this clause (4) shall have occurred and the Indebtedness thereunder, if not already matured at its final maturity in accordance with its terms, shall have been accelerated;



(5)

any Senior Subordinated Note Guarantee shall for any reason cease to be, or shall for any reason be asserted in writing by any Senior Subordinated Note Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms, except to the

235

extent contemplated by the Senior Subordinated Note Indenture and any such Senior Subordinated Note Guarantee;

(6)

one or more judgments, orders or decrees of any court or regulatory or administrative agency for the payment of money in excess of $40.0 million, either individually or in the aggregate, shall be rendered against the Company, any Senior Subordinated Note Guarantor or any Subsidiary or any of their respective properties and shall not be discharged and either (a) any creditor shall have commenced an enforcement proceeding upon such judgment, order or decree or (b) there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal or otherwise, shall not be in effect;



(7)

there shall have been the entry by a court of competent jurisdiction of (a) a decree or order for relief in respect of the Company or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable Bankruptcy Law or (b) a decree or order adjudging the Company or any of its Significant Subsidiaries bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any of its Significant Subsidiaries under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any of its Significant Subsidiaries or of any substantial part of their respective properties, or ordering the winding up or liquidation of their affairs, and any such decree or order for relief shall continue to be in effect, or any such other decree or order shall be unstayed and in effect, for a period of 60 consecutive days; or




(8)

(a)    the Company or any Significant Subsidiary commences a voluntary case or proceeding under any applicable Bankruptcy Law or any other case or proceeding to be adjudicated bankrupt or insolvent,



(b)

The Company or any Significant Subsidiary consents to the entry of a decree or order for relief in respect of the Company or such Significant Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against it,



(c)

The Company or any Significant Subsidiary files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law,



(d)

The Company or any Significant Subsidiary (1) consents to the filing of such petition or the appointment of, or taking possession by, a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or of any substantial part of their respective properties or (2) makes an assignment for the benefit of creditors, or



(e)

The Company or any Significant Subsidiary takes any corporate action in furtherance of any such actions in this paragraph (8).

        If an Event of Default (other than as specified in clauses (7) and (8) of the prior paragraph with respect to the Company or any Significant Subsidiary) shall occur and be continuing with respect to the Senior Subordinated Note Indenture, the Senior Subordinated Note Trustee or the holders of not less than 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding may, and the Senior Subordinated Note Trustee at the request of such holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all Senior Subordinated Notes to be due and payable immediately, by a notice in writing to the Company (and to the Senior Subordinated Note Trustee if given by the holders of the Senior Subordinated Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately; provided, however, that so long as any Senior Indebtedness under the Credit Facility shall be outstanding, no such acceleration

236

shall be effective until the earlier of (x) acceleration of any such Senior Indebtedness under the Credit Facility and (y) five business days after the giving of the acceleration notice to the Company and the Administrative Agent Bank under the Credit Facility of such acceleration. In the event of a declaration of acceleration of the Senior Subordinated Notes because an Event of Default described in clause (4) under "Events of Default" has occurred and is continuing, the declaration of acceleration of the Senior Subordinated Notes shall be automatically annulled if the event of default triggering such Event of Default pursuant to clause (4) shall be remedied or cured by the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto (and any acceleration of such Indebtedness was rescinded) and if (1) the annulment of the acceleration of the Senior Subordinated Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Senior Subordinated Notes that became due solely because of acceleration of the Senior Subordinated Notes, have been cured or waived. If an Event of Default specified in clause (7) or (8) of the prior paragraph occurs with respect to the Company or any Significant Subsidiary and is continuing, then all the Senior Subordinated Notes shall ipso facto become and be due and payable immediately in an amount equal to the principal amount of the Senior Subordinated Notes, together with accrued and unpaid interest, if any, to the date the Senior Subordinated Notes become due and payable, without any declaration or other act on the part of the Senior Subordinated Note Trustee or any holder. Thereupon, the Senior Subordinated Note Trustee may, at its discretion, proceed to protect and enforce the rights of the holders of Senior Subordinated Notes by appropriate judicial proceedings.

        After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Senior Subordinated Note Trustee, the holders of a majority in aggregate principal amount of Senior Subordinated Notes outstanding by written notice to the Company and the Senior Subordinated Note Trustee, may rescind and annul such declaration and its consequences if

(a)

The Company has paid or deposited with the Senior Subordinated Note Trustee a sum sufficient to pay (1) all sums paid or advanced by the Senior Subordinated Note Trustee under the Senior Subordinated Note Indenture and the reasonable compensation, expenses, disbursements and advances of the Senior Subordinated Note Trustee, its agents and counsel, (2) all overdue interest on all Senior Subordinated Notes then outstanding, (3) the principal of, and premium, if any, on any Senior Subordinated Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Senior Subordinated Notes and (4) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Senior Subordinated Notes;



(b)

The rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and



(c)

All Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Senior Subordinated Notes, which have become due solely by such declaration of acceleration, have been cured or waived as provided in the Senior Subordinated Indenture.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

        The holders of not less than a majority in aggregate principal amount of the Senior Subordinated Notes outstanding may on behalf of the holders of all outstanding Senior Subordinated Notes waive any past default under the Senior Subordinated Note Indenture and its consequences, except a default (1) in the payment of the principal of, premium, if any, or interest on any Senior Subordinated Note (which may only be waived with the consent of each holder of Senior Subordinated Notes effected) or (2) in respect of a covenant or provision which under the Senior Subordinated Note Indenture cannot be modified or amended without the consent of the holder of each Senior Subordinated Note affected by such modification or amendment.

237

        No holder of any of the Senior Subordinated Notes has any right to institute any proceedings with respect to the Senior Subordinated Note Indenture or any remedy thereunder, unless the holders of at least 25% in aggregate principal amount of the outstanding Senior Subordinated Notes have made written request, and offered reasonable indemnity, to the Senior Subordinated Note Trustee to institute such proceeding as Senior Subordinated Note Trustee under the Senior Subordinated Notes and the Senior Subordinated Note Indenture, the Senior Subordinated Note Trustee has failed to institute such proceeding within 30 days after receipt of such notice and the Senior Subordinated Note Trustee, within such 30-day period, has not received directions inconsistent with such written request by holders of a majority in aggregate principal amount of the outstanding Senior Subordinated Notes. Such limitations do not, however, apply to a suit instituted by a holder of a Senior Subordinated Note for the enforcement of the payment of the principal of, premium, if any, or interest on such Senior Subordinated Note on or after the respective due dates expressed in such Senior Subordinated Note.

        The Company is required to notify the Senior Subordinated Note Trustee within 10 business days of knowledge of the occurrence of any Default. The Company is required to deliver to the Senior Subordinated Note Trustee, on or before a date not more than 60 days after the end of each fiscal quarter and not more than 120 days after the end of each fiscal year, a written statement as to compliance with the Senior Subordinated Note Indenture, including whether or not any Default has occurred. The Senior Subordinated Note Trustee is under no obligation to exercise any of the rights or powers vested in it by the Senior Subordinated Note Indenture at the request or direction of any of the holders of the Senior Subordinated Notes unless such holders offer to the Senior Subordinated Note Trustee security or indemnity satisfactory to the Senior Subordinated Note Trustee against the costs, expenses, and liabilities, which might be incurred thereby.

        The Trust Indenture Act contains limitations on the rights of the Senior Subordinated Note Trustee, should it become a creditor of the Company or any Senior Subordinated Note Guarantor, if any, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Senior Subordinated Note Trustee is permitted to engage in other transactions, but if it acquires any conflicting interest it must eliminate such conflict upon the occurrence of an Event of Default or else resign.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, member or stockholder of the Company or any Senior Subordinated Note Guarantor, as such, will have any liability for any obligations of the Company or the Senior Subordinated Note Guarantors under the Senior Subordinated Notes, the Senior Subordinated Note Indenture, the Senior Subordinated Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Subordinated Notes by accepting a Senior Subordinated Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Subordinated Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Defeasance or Covenant Defeasance of Senior Subordinated Note Indenture

        The Company may, at its option and at any time, elect to have the obligations of the Company, any Senior Subordinated Note Guarantor, and any other obligor upon the Senior Subordinated Notes discharged with respect to the outstanding Senior Subordinated Notes ("defeasance"). Such defeasance means that the Company, any such Senior Subordinated Note Guarantor, and any other obligor under the Senior Subordinated Note Indenture shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Senior Subordinated Notes, except for

238

(1)

the rights of holders of such outstanding Senior Subordinated Notes to receive payments in respect of the principal of, premium, if any, and interest on such Senior Subordinated Notes when such payments are due,



(2)

the Company's obligations with respect to the Senior Subordinated Notes concerning issuing temporary Senior Subordinated Notes, registration of Senior Subordinated Notes, mutilated, destroyed, lost or stolen Senior Subordinated Notes, and the maintenance of an office or agency for payment and money for security payments held in trust,



(3)

the rights, powers, trusts, duties and immunities of the Senior Subordinated Note Trustee and



(4)

the defeasance provisions of the Senior Subordinated Note Indenture.

        In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and any Senior Subordinated Note Guarantor released with respect to certain covenants that are described in the Senior Subordinated Note Indenture ("covenant defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the Senior Subordinated Notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Senior Subordinated Notes.

        In order to exercise either defeasance or covenant defeasance,

(a)

the Company must irrevocably deposit with the Senior Subordinated Note Trustee, in trust, for the benefit of the holders of the Senior Subordinated Notes, cash or Cash Equivalents, or a combination thereof, in such amounts as will be sufficient, in the opinion of a U.S. or Canadian nationally recognized firm of independent public accountants or a U.S. or Canadian nationally recognized investment banking firm, to pay and discharge the principal of, premium, if any, and interest on the outstanding Senior Subordinated Notes on the Stated Maturity (or on any date after August 1, 2009 (such date being referred to as the "Defeasance Redemption Date"), if at or prior to electing either defeasance or covenant defeasance, the Company has delivered to the Senior Subordinated Note Trustee an irrevocable notice to redeem all of the outstanding Senior Subordinated Notes on the Defeasance Redemption Date);



(b)

in the case of defeasance, the Company shall have delivered to the Senior Subordinated Note Trustee an Opinion of Independent Counsel in the United States stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Senior Subordinated Note Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Independent Counsel in the United States shall confirm that, the holders and the beneficial owners of the outstanding Senior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;



(c)

in the case of covenant defeasance, the Company shall have delivered to the Senior Subordinated Note Trustee an Opinion of Independent Counsel in the United States to the effect that the holders and the beneficial owners of the outstanding Senior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred;

239

(d)

in the case of both defeasance and covenant defeasance, the Company shall have delivered to the Senior Subordinated Note Trustee an Opinion of Independent Counsel in Canada stating that the Company has received from, or there has been published by, the Canada Revenue Agency an advance ruling, in either case to the effect that, and based thereon such opinion shall confirm that, (A) the holders and the beneficial owners of the outstanding Senior Subordinated Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such deposit and defeasance and will be subject to Canadian federal, provincial or territorial income tax or other tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that beneficial owners of the Senior Subordinated Notes include beneficial owners who are not resident in Canada) and (B) that payments on the Senior Subordinated Notes will not be subject to any deduction or withholding for taxes imposed, assessed or levied by Canada or any taxing authority in or of Canada as a result of such deposit and defeasance;



(e)

no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as clause (7) or (8) under the first paragraph under "—Events of Default" are concerned, at any time during the period ending on the 91st day after the date of deposit;



(f)

such defeasance or covenant defeasance shall not cause the Senior Subordinated Note Trustee for the Senior Subordinated Notes to have a conflicting interest as defined in the Senior Subordinated Note Indenture and for purposes of the Trust Indenture Act with respect to any securities of the Company or any Senior Subordinated Note Guarantor;



(g)

such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, the Senior Subordinated Note Indenture or any other material agreement or instrument to which the Company, any Senior Subordinated Note Guarantor or any Restricted Subsidiary is a party or by which it is bound;



(h)

such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder;



(i)

the Company will have delivered to the Senior Subordinated Note Trustee an Opinion of Independent Counsel in the United States to the effect that (assuming no holder of the Senior Subordinated Notes would be considered an insider of the Company or any Senior Subordinated Note Guarantor under any applicable bankruptcy or insolvency law and assuming no intervening bankruptcy or insolvency of the Company or any Senior Subordinated Note Guarantor between the date of deposit and the 91st day following the deposit) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally;



(j)

the Company shall have delivered to the Senior Subordinated Note Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of the Senior Subordinated Notes or any Senior Subordinated Note Guarantee over the other creditors of the Company or any Senior Subordinated Note Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company, any Senior Subordinated Note Guarantor or others;

240

(k)

no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the Senior Subordinated Notes on the date of such deposit or at any time ending on the 91st day after the date of such deposit; and



(l)

the Company will have delivered to the Senior Subordinated Note Trustee an Officers' Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent provided for relating to either the defeasance or the covenant defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

        The Senior Subordinated Note Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Senior Subordinated Notes as expressly provided for in the Senior Subordinated Note Indenture) as to all outstanding Senior Subordinated Notes under the Senior Subordinated Note Indenture when

(a)

either



(1)

all such Senior Subordinated Notes theretofore authenticated and delivered (except lost, stolen or destroyed Senior Subordinated Notes which have been replaced or paid or Senior Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided for in the Indenture) have been delivered to the Senior Subordinated Note Trustee for cancellation or



(2)

all such Senior Subordinated Notes not theretofore delivered to the Senior Subordinated Note Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year, or (c) are to be called for redemption within one year under arrangements reasonably satisfactory to the Senior Subordinated Note Trustee for the giving of notice of redemption by the Senior Subordinated Note Trustee in the name, and at the expense, of the Company;



(b)

the Company or any Senior Subordinated Note Guarantor has irrevocably deposited or caused to be deposited with the Senior Subordinated Note Trustee as trust funds in trust an amount in United States dollars sufficient to pay and discharge the entire indebtedness on the Senior Subordinated Notes not theretofore delivered to the Senior Subordinated Note Trustee for cancellation, including principal of, premium, if any, and accrued interest at such Maturity, Stated Maturity or redemption date;



(c)

no Default or Event of Default shall have occurred and be continuing on the date of such deposit;



(d)

the Company or any Senior Subordinated Note Guarantor has paid or caused to be paid all other sums payable under the Senior Subordinated Note Indenture by the Company and any Senior Subordinated Note Guarantor; and



(e)

the Company has delivered to the Senior Subordinated Note Trustee an Officers' Certificate and an Opinion of Independent Counsel each stating that (1) all conditions precedent under the Senior Subordinated Note Indenture relating to the satisfaction and discharge of such Senior Subordinated Note Indenture have been complied with and (2) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, the Senior Subordinated Note Indenture or any other material agreement or instrument to which the Company, any Senior Subordinated Note Guarantor or any Subsidiary is a party or by which the Company, any Senior Subordinated Note Guarantor or any Subsidiary is bound.

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Modifications and Amendments

        Modifications and amendments of the Senior Subordinated Note Indenture may be made by the Company, each Senior Subordinated Note Guarantor, if any, and the Senior Subordinated Note Trustee with the consent of the holders of at least a majority in aggregate principal amount of the Senior Subordinated Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for Senior Subordinated Notes); provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding Senior Subordinated Note affected thereby:

(1)

change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any redemption date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Senior Subordinated Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any such Senior Subordinated Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date);



(2)

reduce the percentage in principal amount of such outstanding Senior Subordinated Notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver or compliance with certain provisions of the Senior Subordinated Note Indenture;



(3)

modify any of the provisions relating to supplemental indentures requiring the consent of holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of such outstanding Senior Subordinated Notes required for such actions or to provide that certain other provisions of the Senior Subordinated Note Indenture cannot be modified or waived without the consent of the holder of each such Senior Subordinated Note affected thereby;



(4)

except as otherwise permitted under "Consolidation, Merger, Sale of Assets", consent to the assignment or transfer by the Company or any Senior Subordinated Note Guarantor of any of its rights and obligations under the Senior Subordinated Note Indenture; or



(5)

amend or modify any of the provisions of the Senior Subordinated Note Indenture in any manner which makes any change to the subordination provisions of the Senior Subordinated Notes or makes any change to the subordination provisions of any Senior Subordinated Note Guarantee.

        Notwithstanding the foregoing, without the consent of any holders of the Senior Subordinated Notes, the Company, any Senior Subordinated Note Guarantor, any other obligor under the Senior Subordinated Notes and the Senior Subordinated Note Trustee may modify or amend the Senior Subordinated Note Indenture:

(1)

to evidence the succession of another Person to the Company or a Senior Subordinated Note Guarantor, and the assumption by any such successor of the covenants of the Company or such Senior Subordinated Note Guarantor in the Senior Subordinated Note Indenture and in the Senior Subordinated Notes and in any Senior Subordinated Note Guarantee in accordance with "—Consolidation, Merger, Sale of Assets";



(2)

to add to the covenants of the Company, any Senior Subordinated Note Guarantor or any other obligor upon the Senior Subordinated Notes for the benefit of the holders of the Senior Subordinated Notes or to surrender any right or power conferred upon the Company or any Senior Subordinated Note Guarantor or any other obligor upon the Senior Subordinated

242

Notes, as applicable, in the Senior Subordinated Note Indenture, in the Senior Subordinated Notes or in any Senior Subordinated Note Guarantee;

(3)

(a) to cure any ambiguity, or to correct or supplement any provision in the Senior Subordinated Note Indenture, the Senior Subordinated Notes or any Senior Subordinated Note Guarantee which may be defective or inconsistent with any other provision in the Senior Subordinated Note Indenture, the Senior Subordinated Notes or any Senior Subordinated Note Guarantee or (b) make any other provisions under the Senior Subordinated Note Indenture, the Senior Subordinated Notes or any Senior Subordinated Note Guarantee; provided that, in the case of clause (b), such provisions shall not adversely affect the interest of the holders of the Senior Subordinated Notes in any material respect;



(4)

to comply with the requirements of the Commission in order to effect or maintain the qualification of the Senior Subordinated Indenture under the Trust Indenture Act;



(5)

to add a Senior Subordinated Note Guarantor under the Senior Subordinated Note Indenture or release any guarantee in accordance with the Senior Subordinated Note Indenture;



(6)

to evidence and provide the acceptance of the appointment of a successor trustee under the Senior Subordinated Note Indenture; or



(7)

to mortgage, pledge, hypothecate or grant a security interest in favor of the Senior Subordinated Note Trustee for the benefit of the holders of the Senior Subordinated Notes as additional security for the payment and performance of the Company's and any Senior Subordinated Note Guarantor's obligations under the Senior Subordinated Note Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Senior Subordinated Note Trustee pursuant to the Senior Subordinated Note Indenture or otherwise.

        The holders of a majority in aggregate principal amount of the Senior Subordinated Notes outstanding may waive compliance with certain restrictive covenants and provisions of the Senior Subordinated Note Indenture. No amendment may be made to the subordination provisions of the Senior Subordinated Note Indenture that adversely affects the rights of any holder of Senior Indebtedness then outstanding unless holders of such Senior Indebtedness (or any group or representative thereof authorized to give such consent) give their consent.

Further Issues

        The Company may from time to time, without notice to or the consent of the registered holders of the Senior Subordinated Notes, create and issue further notes (the "Additional Senior Subordinated Notes") ranking equally with the Senior Subordinated Notes in all respects (or in all respects other than the payment of interest accruing prior to the issue date of such further notes or except for the first payment of interest following the issue date of such further notes), subject to compliance with the covenant described under "—Certain Covenants—Limitation on Indebtedness" and the restrictions contained in the Credit Agreement and other agreements of the Company. Such further notes may be consolidated and form a single series with the Senior Subordinated Notes and have the same terms as to status, redemption or otherwise as to the Senior Subordinated Notes.

Governing Law

        The Senior Subordinated Note Indenture, the Senior Subordinated Notes and any Senior Subordinated Note Guarantee will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

243

Enforceability of Judgments

        Since a significant portion of our assets and cash flows are outside the United States, any judgment obtained in the United States against us, including judgments with respect to the payment of principal, premium, interest, additional interest, Additional Amounts, Change of Control Purchase Price, offer price, redemption price or other amounts payable under the Senior Subordinated Notes, may not be collectible within the United States.

        Most of our non-U.S. assets and cash flows are located in the Province of Quebec. We have been informed by our Canadian counsel that the laws of the Province of Quebec and the federal laws of Canada applicable therein permit a motion to be brought before a court of competent jurisdiction in such Province (a "Quebec Court") on any final, conclusive and enforceable judgment in personam of any federal or state court located in the Borough of Manhattan in the City of New York ("New York Court") that is not impeachable as void or voidable under the laws of the State of New York ("New York Law") for a sum certain in respect of the Senior Subordinated Note Indenture or the Senior Subordinated Notes if: (i) the court rendering such judgment had jurisdiction over the judgment debtor, as recognized by a Quebec Court (and submission by the Company in the Senior Subordinated Note Indenture to the nonexclusive jurisdiction of the New York Court will be sufficient for that purpose if the dispute giving rise to the judgment is substantially connected with the State of New York), (ii) such judgment was not rendered in contravention of the fundamental principles of procedure and the decision and the enforcement thereof would not be manifestly inconsistent with public order as understood in international relations, as that term is applied by a court of competent jurisdiction in the Province of Quebec, (iii) such judgment is not contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the competition tribunal under the Competition Act (Canada), (iv) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue laws (including taxation laws) or expropriatory, criminal or penal laws, (v) the action or motion to enforce such judgment is commenced within the applicable limitation period, (vi) a dispute between the same parties, based on the same facts and having the same object, has not given rise to a decision rendered in the Province of Quebec, whether it has acquired the authority of a final judgment or not, or is not pending before a Quebec authority in the first instance, or has not been decided in a third country and the decision meets the necessary conditions for recognition in the Province of Quebec and (vii) the decision has not been rendered by default unless the plaintiff proves that the act of procedure initiating the proceedings was duly served on the defaulting party in accordance with the law of the place where the decision was rendered, provided that the defaulting party does not prove that, owing to the circumstances, it was unable to learn of the act of procedure initiating the proceedings or was not given sufficient time to offer its defense. We have been advised by our Canadian counsel that they have no reason to believe, based upon public order, as understood in international relations and under the laws of the Province of Quebec and as those terms are applied by a Quebec Court on the date hereof, that recognition of a judgment of a New York Court to enforce the Senior Subordinated Note Indenture or the Senior Subordinated Notes would be avoided.

        In addition, under the Currency Act (Canada), a Quebec Court may only render judgment for a sum of money in Canadian currency, and in enforcing a foreign judgment for a sum of money in a foreign currency, a Quebec Court will render its decision in the Canadian currency equivalent of such foreign currency calculated at the rate of exchange prevailing on the date the judgment became enforceable at the place where it was rendered.

Concerning the Senior Subordinated Note Trustee

        The Senior Subordinated Note Indenture contains certain limitations on the rights of the Senior Subordinated Note Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or

244

otherwise. The Senior Subordinated Note Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Senior Subordinated Note Trustee with such conflict or resign as Senior Subordinated Note Trustee.

        The holders of a majority in principal amount of the then outstanding Senior Subordinated Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Senior Subordinated Note Trustee, subject to certain exceptions. The Senior Subordinated Note Indenture provides that in case an Event of Default occurs (which has not been cured), the Senior Subordinated Note Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Senior Subordinated Note Trustee will be under no obligation to exercise any of its rights or powers under the Senior Subordinated Note Indenture at the request of any holder of Senior Subordinated Notes unless such holder shall have offered to the Senior Subordinated Note Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

        Set forth below are certain defined terms used in the Senior Subordinated Note Indenture. Reference is made to the Senior Subordinated Note Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP.

"Acquired Indebtedness" means Indebtedness of a Person (1) existing at the time such Person becomes a Restricted Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or such acquisition, as the case may be. Acquired Indebtedness shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Restricted Subsidiary, as the case may be.

"Acquisition" means the consummation of the acquisition by the Company of all of the outstanding capital stock of Eckerd Corporation, a Delaware corporation, Thrift Drug, Inc., a Delaware corporation, and Genovese Drug Stores, Inc., a Delaware corporation, pursuant to the Stock Purchase Agreement.

"Administrative Agent Bank" means any administrative agent bank under the Credit Agreement.

"Affiliate" means, with respect to any specified Person: (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; (2) any other Person that owns, directly or indirectly, 10% or more of any class or series of such specified Person's (or any of such Person's direct or indirect parent's) Capital Stock or any officer or director of any such specified Person or other Person or, with respect to any natural Person, any person having a relationship with such Person by blood, marriage or adoption not more remote than first cousin; or (3) any other Person 10% or more of the Voting Stock of which is beneficially owned or held directly or indirectly by such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Asset Sale" means any sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, by way of merger, consolidation or sale and leaseback transaction) (collectively, a "transfer"), directly or indirectly, in one or a series of related transactions, of:

(1)

any Capital Stock of any Restricted Subsidiary;

245

(2)

all or substantially all of the properties and assets of any division or line of business of the Company or any Restricted Subsidiary; or



(3)

any other properties, assets or rights of the Company or any Restricted Subsidiary other than in the ordinary course of business.

        For the purposes of this definition, the term "Asset Sale" shall not include any transfer of properties and assets

(A)

that is governed by the provisions described under "Consolidation, Merger, Sale of Assets",



(B)

that is a Change of Control whereby the Company makes a Change of Control Offer and complies with its terms,



(C)

that is by the Company to any Restricted Subsidiary or by any Restricted Subsidiary to the Company or any Restricted Subsidiary in accordance with the terms of the Senior Subordinated Note Indenture,



(D)

that would be within the definition of a "Permitted Investment",



(E)

that would be within the definition of a "Restricted Payment" under the "Limitation on Restricted Payments" covenant and would be permitted to be made as a Restricted Payment (and shall be deemed a Restricted Payment) under such covenant,



(F)

that is of obsolete equipment,



(G)

that consist of cash or Cash Equivalents, inventory, receivables and other current assets, w



(H)

sales of accounts receivable, chattel paper and related assets of the type described in the definition of "Permitted Securitization Transaction" to a Securitization Entity for the Fair Market Value thereof and transfers of accounts receivable, chattel paper and related assets of the type described in the definition of "Permitted Securitization Transaction" (or a fractional undivided interest therein) by a Securitization Entity in a Permitted Securitization Transaction,



(I)

the leasing or licensing of any real or personal property in the ordinary course of business and consistent with past practice,



(J)

the sale of Capital Stock of an Unrestricted Subsidiary, or



(K)

the Fair Market Value of which in the aggregate does not exceed $10.0 million in any transaction or series of related transactions.

"Asset Swap" means the exchange by the Company or a Restricted Subsidiary of a portion of its property, business or assets, for property, businesses or assets which, or Capital Stock of a Person all or substantially all of whose assets are of a type used in the business of the Company on the date of the Senior Subordinated Note Indenture or in a Permitted Business, or a combination of any property, business or assets or Capital Stock of such a Person and cash or Cash Equivalents.

"Attributable Indebtedness" in respect of a sale and leaseback transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

246

"Average Life to Stated Maturity" means, as of the date of determination with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the products of (a) the number of years from the date of determination to the date or dates of each successive scheduled principal payment of such Indebtedness multiplied by (b) the amount of each such principal payment by (2) the sum of all such principal payments.

"Bankruptcy Law" means United States Bankruptcy Code of 1978 as codified and enacted as Title 11 of the United States Code and as amended, or any similar United States federal or state law, Canadian federal law or provincial law or law of any other jurisdiction relating to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

"Capital Lease Obligation" of any Person means any obligation of such Person and its Restricted Subsidiaries on a Consolidated basis under any capital lease of (or other agreement conveying the right to use) real or personal property which, in accordance with GAAP, is required to be recorded as a capitalized lease obligation.

"Capital Stock" of any Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person's capital stock, other equity interests whether now outstanding or issued after the date of the Senior Subordinated Note Indenture, partnership interests (whether general or limited), limited liability company interests, any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, including any Preferred Stock, and any rights (other than debt securities convertible into Capital Stock), warrants or options exchangeable for or convertible into such Capital Stock.

"Cash Equivalents" means:

(1)

Canadian or U.S. dollars;



(2)

marketable direct obligations issued by, or unconditionally guaranteed by, the federal government of the United States of America or Canada, respectively, or issued by any agency thereof and backed by the full faith and credit of the federal government of the United States of America or Canada, respectively, in each case maturing within one year from the date of acquisition thereof;



(3)

marketable direct obligations issued by any state of the United States of America or any province of Canada or any political subdivision of any such state or province, as the case may be, or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody's; provided that, in the event that any such obligation is not rated by S&P or Moody's, such obligation will have the highest rating from Dominion Bond Rating Service Limited ("DBRS");



(4)

commercial paper maturing no more than one year from the date of acquisition issued by a corporation that is not an Affiliate of the Company and is organized under the laws of the United States of America or Canada or any state or province thereof, as the case may be, or the District of Columbia, having a rating of at least R-2 (low) from DBRS or A-2 from S&P or at least P-2 from Moody's;



(5)

overnight deposits, certificates of deposit or bankers' acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or Canada or any state or province, as the case may be, thereof or the District of Columbia or any U.S. or Canadian branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000;

247

(6)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (2) of this definition entered into with any bank meeting the qualifications specified in clause (5) of this definition; and



(7)

investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (6) of this definition.

"Change of Control" means the occurrence of any of the following events:

(1)

any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Voting Stock of the Company constituting more than 50% of the total voting power of all outstanding Voting Stock of the Company with respect to the election of directors;



(2)

during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election to such Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of the Permitted Holders (if the Permitted Holders own a majority of the voting power of the Voting Stock of the Company) or by a vote of not less than the majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of such Board of Directors of the Company then in office;



(3)

the Company consolidates with or merges with or into any Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its and its Restricted Subsidiaries' assets to any Person, or any Person consolidates with or merges into or with the Company, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities or other property, other than any such transaction where



(A)

the outstanding Voting Stock of the Company is changed into or exchanged for (1) Voting Stock of the surviving corporation which is not Redeemable Capital Stock or (2) cash, securities and other property (other than Capital Stock of the surviving corporation) in an amount which could be paid by the Company as a Restricted Payment as described under "—Certain Covenants—Limitation on Restricted Payments" (and such amount shall be treated as a Restricted Payment subject to the provisions in the Senior Subordinated Note Indenture described under "—Certain Covenants—Limitation on Restricted Payments") and



(B)

immediately after such transaction, no "person" or "group", other than any Permitted Holder, is the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Voting Stock constituting more than 50% of the total voting power of all outstanding Voting Stock with respect to the election of directors of the surviving corporation; or



(4)

the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution other than in a transaction which complies with the provisions described under "—Consolidation, Merger, Sale of Assets".

248

For purposes of this definition, any transfer of an equity interest of an entity that was formed for the purpose of acquiring Voting Stock of the Company will be deemed to be a transfer of such portion of such Voting Stock as corresponds to the portion of the equity of such entity that has been so transferred.

"Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of the Senior Subordinated Note Indenture such Commission is not existing and performing the duties now assigned to it under the Securities Act, Exchange Act and Trust Indenture Act then the body performing such duties at such time.

"Commodity Price Protection Agreement" means any forward contract, commodity swap, commodity option or other similar financial agreement or arrangement relating to, or the value which is dependent upon, fluctuations in commodity prices.

"Common Stock" means the Company's common stock.

"Company" means The Jean Coutu Group (PJC) Inc., a corporation organized under the laws of Quebec, until a successor Person shall have become such pursuant to the applicable provisions of the Senior Subordinated Note Indenture, and thereafter "Company" shall mean such successor Person.

"Consolidated Fixed Charge Coverage Ratio" of any Person means, for any period, the ratio of

(a)

the sum of Consolidated Net Income (Loss), and in each case to the extent deducted in computing Consolidated Net Income (Loss) for such period, Consolidated Interest Expense, Consolidated Income Tax Expense and Consolidated Non-cash Charges for such period, of such Person and its Restricted Subsidiaries on a Consolidated basis, all determined in accordance with GAAP, less all non-cash items increasing Consolidated Net Income for such period and less all cash payments during such period relating to non-cash charges that were added back to Consolidated Net Income in determining the Consolidated Fixed Charge Coverage Ratio in any prior period to



(b)

the sum of Consolidated Interest Expense for such period and cash and non-cash dividends paid on any Redeemable Capital Stock of the Company or any Restricted Subsidiary or Preferred Stock of the Restricted Subsidiaries of the Company during such period,

in each case after giving pro forma effect (as calculated in accordance with Article 11 of Regulation S-X under the Securities Act or any successor provision) to

(1)

the incurrence of the Indebtedness giving rise to the need to make such calculation and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, on the first day of such period;



(2)

the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such period as if such Indebtedness was incurred, repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period);



(3)

in the case of Acquired Indebtedness or any acquisition occurring at the time of the incurrence of the Indebtedness giving rise to the need to make such pro forma calculation, the related acquisition, assuming such acquisition had been consummated on the first day of such period; and



(4)

any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock

249

purchase or sale or asset purchase or sale, or any related repayment of Indebtedness, in each case since the first day of such period, assuming such acquisition or disposition or repayment had been consummated on the first day of such period;

provided that

(1)

in making such computation, the Consolidated Interest Expense attributable to interest on any Indebtedness computed on a pro formabasis and (A) bearing a floating interest rate shall be computed as if the rate in effect on the date of computation had been the applicable rate for the entire period and (B) which was not outstanding during the period for which the computation is being made but which bears, at the option of such Person, a fixed or floating rate of interest, shall be computed by applying at the option of such Person either the fixed or floating rate;



(2)

in making such computation, the Consolidated Interest Expense of such Person attributable to interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period;



(3)

in making such computation, any cash charges taken in connection with the integration of the Eckerd Acquisition and related matters within 24 months of the closing of the Eckerd Acquisition in an amount for all such cash charges that do not exceed $25 million in the aggregate shall be excluded; and



(4)

net income (or loss) or interest expense attributable to any Canadian drugstore franchisee in which the Company does not own or control more than 50% of the outstanding voting power of the Voting Stock thereof shall not be included in making such computation whether or not required to be included by GAAP.

"Consolidated Income Tax Expense" of any Person means, for any period, the provision for federal, state, provincial, local and foreign income taxes of such Person and its Consolidated Restricted Subsidiaries for such period as determined in accordance with GAAP.

"Consolidated Interest Expense" of any Person means, without duplication, for any period, the sum of

(a)

the interest expense of such Person and its Restricted Subsidiaries for such period, on a Consolidated basis, including, without limitation,



(1)

amortization of original issue discount on Indebtedness, if any,



(2)

the net cash costs associated with Interest Rate Agreements, Currency Hedging Agreements and Commodity Price Protection Agreements (including amortization of discounts),



(3)

the interest portion of any deferred payment obligation,



(4)

all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance financing and



(5)

accrued interest, plus

(b)	(1)	the interest component of the Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period and
	(2)	all capitalized interest of such Person and its Restricted Subsidiaries plus

250

(c)

the interest expense under any Guaranteed Debt of such Person and any Restricted Subsidiary to the extent not included under clause (a)(4) above, whether or not paid by such Person or its Restricted Subsidiaries, plus



(d)

dividend requirements of the Company with respect to Redeemable Capital Stock and of any Restricted Subsidiary with respect to Preferred Stock (except, in either case, dividends payable solely in shares of Qualified Capital Stock of the Company or such Restricted Subsidiary, as the case may be).

"Consolidated Net Income (Loss)" of any Person means, for any period, the Consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period on a Consolidated basis as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication,

(1)

all extraordinary gains or losses net of taxes (less all fees and expenses relating thereto),



(2)

the portion of net income (or loss) of such Person and its Restricted Subsidiaries on a Consolidated basis allocable to minority interests in unconsolidated Persons or Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person or one of its Consolidated Restricted Subsidiaries,



(3)

net income (or loss) of any Person combined with such Person or any of its Restricted Subsidiaries on a "pooling of interests" basis attributable to any period prior to the date of combination, and any non-cash impact attributable to the application of the purchase method of accounting in accordance with GAAP,



(4)

any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan,



(5)

gains or losses, net of taxes (less all fees and expenses relating thereto), in respect of dispositions of assets other than in the ordinary course of business (including, without limitation, dispositions pursuant to sale and leaseback transactions),



(6)

the net income of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary,



(7)

any restoration to net income of any contingency reserve, except to the extent provision for such reserve was made out of income accrued at any time following the date of the Senior Subordinated Note Indenture,



(8)

any net gain arising from the acquisition of any securities or extinguishment, under GAAP, of any Indebtedness of such Person,



(9)

all deferred financing costs written off, and premiums paid, in connection with any early extinguishment of Indebtedness,



(10)

the cumulative effect of a change in accounting principles,



(11)

non-cash charges relating to employee benefit or other management compensation plans of the Company or any of its Restricted Subsidiaries or any non-cash compensation charge arising from any grant, issuance or repricing of stock, stock options or other equity-based awards or, in each case, any amendment, modification, substitution or change thereof, of the Company or any of its Restricted Subsidiaries in each case, to the extent that such non-cash charges are deducted in computing such Consolidated Net Income will be excluded,

251

(12)

any gain or loss arising from foreign currency fluctuations on foreign currency denominated Indebtedness, or



(13)

net income (or loss) attributable to any Canadian drugstore franchisee in which the Company does not own or control more than 50% of the outstanding voting power of the Voting Stock thereof whether or not required to be included by GAAP.

"Consolidated Net Tangible Assets" of any Person means, as of the last day of the most recent period for which financial statements are available, for such Person and its Restricted Subsidiaries on a Consolidated basis, an amount equal to (a) the Consolidated assets of the Person and its Restricted Subsidiaries minus (b) all intangible assets of the Person and its Restricted Subsidiaries at that time.

"Consolidated Non-cash Charges" of any Person means, for any period, the aggregate depreciation, amortization and other non-cash charges of such Person and its Restricted Subsidiaries on a Consolidated basis for such period, as determined in accordance with GAAP (excluding any non-cash charge which requires an accrual or reserve for cash charges for any future period).

"Consolidation" means, with respect to any Person, the consolidation of the accounts of such Person and each of its subsidiaries if and to the extent the accounts of such Person and each of its Subsidiaries would normally be consolidated with those of such Person, all in accordance with GAAP. The term "Consolidated" shall have a similar meaning.

"Credit Agreement" means the Credit Agreement among the Company and The Jean Coutu Group (PJC) USA, Inc., as borrowers thereto, certain lenders party thereto, and certain agents party thereto, and related guarantee documents, entered into in connection with the Acquisition, as such agreements, in whole or in part, in one or more instances, may be amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (including, without limitation, any successive renewals, extensions, substitutions, refinancings, restructurings, replacements, supplementations or other modifications of the foregoing), whether any such renewal, extension, substitution, replacement or refinancing (i) occurs simultaneously with the termination or repayment of a prior Credit Agreement or (ii) occurs on one or more separate occasions.

"Credit Facility" means one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities or other debt instruments, indentures or agreements, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or other debt obligations, in each case, as amended, restated, modified, renewed, refunded, restructured, supplemented, replaced or refinanced in whole or in part from time to time, including without limitation any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties thereto (whether or not such added or substituted parties are banks or other institutional lenders).

"Currency Hedging Agreements" means one or more of the following agreements which shall be entered into by one or more financial institutions: foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values.

"Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.

"Designated Non-cash Consideration" means the fair market value of non-cash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated pursuant to an Officers' Certificate, setting forth the basis of the valuation. The aggregate fair market value of the Designated Non-cash Consideration held by the Company or any

252

Restricted Subsidiary at any given time, taken together with the fair market value at the time of receipt of all other Designated Non-cash Consideration received and still held by the Company or any Restricted Subsidiary at such time, may not exceed $25.0 million in aggregate, at the time of the receipt of the Designated Non-cash Consideration (with the fair market value being measured at the time received and without giving effect to subsequent changes in value).

"Designated Senior Indebtedness" means (i) all Senior Indebtedness under the Credit Agreement permitted to be incurred pursuant to paragraph (b)(1) of "—Limitation on Indebtedness" and (ii) any other Senior Indebtedness which at the time of determination has an aggregate principal amount outstanding of at least $50.0 million and which is specifically designated in the instrument evidencing such Senior Indebtedness or the agreement under which such Senior Indebtedness arises as "Designated Senior Indebtedness" by the Company.

"Disinterested Director" means, with respect to any transaction or series of related transactions, a member of the Board of Directors of the Company who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions.

"Equity Offering" means the offer and sale of Common Stock (other than Redeemable Capital Stock) of the Company with gross proceeds to the Company of at least $25.0 million in cash in any one transaction.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

"Fair Market Value" means, with respect to any asset or property, the sale value that would be obtained in an arm's-length free market transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. Fair Market Value shall be determined by the Board of Directors of the Company acting in good faith and shall be evidenced by a resolution of the Board of Directors.

"Fall Away Event" means such time as the Senior Subordinated Notes shall have achieved Investment Grade Status (pursuant to ratings from each of S&P and Moody's) and the Company shall have delivered to the Senior Subordinated Note Trustee an Officers' Certificate certifying as to such status.

"Generally Accepted Accounting Principles" or "GAAP" means generally accepted accounting principles in Canada, consistently applied, that are in effect on the date of the Senior Subordinated Indenture.

"Guaranteed Debt" of any Person means, without duplication, all Indebtedness of any other Person referred to in the definition of Indebtedness below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement

(1)

to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness,



(2)

to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss,



(3)

to supply funds to, or in any other manner invest in, the debtor (including any agreement to pay for property or services without requiring that such property be received or such services be rendered),



(4)

to maintain working capital or equity capital of the debtor, or otherwise to maintain the net worth, solvency or other financial condition of the debtor or to cause such debtor to achieve certain levels of financial performance or

253

(5)

otherwise to assure a creditor against loss;

provided that the term "guarantee" shall not include endorsements for collection or deposit, in either case in the ordinary course of business.

"Indebtedness" means, with respect to any Person, without duplication,

(1)

all indebtedness of such Person for borrowed money, including under an asset-based, receivable or other borrowing facility, or for the deferred purchase price of property or services, excluding any trade payables and other current liabilities arising in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit issued under letter of credit facilities, acceptance facilities or other similar facilities,



(2)

all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments,



(3)

all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, in which case the amount of any such indebtedness shall be equal at any time to the value of such property at such time), but excluding trade payables arising in the ordinary course of business,



(4)

all obligations under Interest Rate Agreements, Currency Hedging Agreements or Commodity Price Protection Agreements of such Person (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time),



(5)

all Capital Lease Obligations of such Person,



(6)

all Indebtedness referred to in clauses (1) through (5) above of other Persons and all dividends of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien, upon or with respect to property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness (provided that the amount of such Indebtedness of other Persons shall not exceed the greater of the book value or the fair market value of the property subject to such Lien),



(7)

all Guaranteed Debt of such Person,



(8)

all Redeemable Capital Stock issued by such Person valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends,



(9)

attributable debt with respect to sale and leaseback transactions,



(10)

Preferred Stock of any Restricted Subsidiary of the Company or any Senior Subordinated Note Guarantor and



(11)

any amendment, supplement, modification, deferral, renewal, extension, refunding or refinancing of any liability of the types referred to in clauses (1) through (10) above;

provided that the amount of any limited recourse indebtedness shall be equal to the principal amount of such limited recourse indebtedness for, and to the extent, which the subject Person provides credit support of any kind (including any undertaking agreements or instrument that would constitute Indebtedness), is directly or indirectly liable as a guarantor or otherwise is the lender.

254

        For purposes hereof, the "maximum fixed repurchase price" of any Redeemable Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Senior Subordinated Note Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Redeemable Capital Stock, such Fair Market Value to be determined in good faith by the board of directors of the issuer of such Redeemable Capital Stock.

"Interest Rate Agreements" means one or more of the following agreements which shall be entered into by one or more financial institutions: interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) and/or other types of interest rate hedging agreements from time to time.

"Investment" means, with respect to any Person, directly or indirectly, any advance, loan (including guarantees), or other extension of credit or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase, acquisition or ownership by such Person of any Capital Stock, bonds, notes, debentures or other securities issued or owned by any other Person and all other items that would be classified as investments on a balance sheet prepared in accordance with GAAP. "Investment" shall exclude direct or indirect advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the Company's or any Restricted Subsidiary's balance sheet, endorsements for collection or deposit arising in the ordinary course of business and extensions of trade credit on commercially reasonable terms in accordance with normal trade practices. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Capital Stock of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company (other than the sale of all of the outstanding Capital Stock of such Subsidiary), the Company will be deemed to have made an Investment on the date of such sale or disposition equal to the Fair Market Value of the Company's Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in "—Certain Covenants—Limitation on Restricted Payments".

"Investment Grade Status" means ratings of BBB—or higher by S&P (or its equivalent rating under any successor rating categories of S&P), and Baa3 or higher by Moody's (or its equivalent rating under any successor rating categories of Moody's).

"Issue Date" means the original issue date of the Senior Subordinated Notes under the Senior Subordinated Note Indenture.

"Lien" means any mortgage or deed of trust, charge, pledge, lien (statutory or otherwise), privilege, security interest, assignment, deposit, arrangement, easement, hypothecation, claim, preference, priority or other encumbrance upon or with respect to any property of any kind (including any conditional sale, capital lease or other title retention agreement, any leases in the nature thereof, and any agreement to give any security interest), real or personal, movable or immovable, now owned or hereafter acquired. A Person will be deemed to own subject to a Lien any property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease Obligation or other title retention agreement.

"Maturity" means, when used with respect to the Senior Subordinated Notes, the date on which the principal of the Senior Subordinated Notes becomes due and payable as therein provided or as provided in the Senior Subordinated Note Indenture, whether at Stated Maturity, the Offer Date or the redemption date and whether by declaration of acceleration, Offer in respect of Excess Proceeds, Change of Control Offer in respect of a Change of Control, call for redemption or otherwise.

"Moody's" means Moody's Investors Service, Inc. and any successor thereto.

255

"Net Cash Proceeds" means

(a)

with respect to any Asset Sale by any Person, the proceeds thereof (without duplication in respect of all Asset Sales) in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary) net of



(1)

brokerage commissions and other reasonable fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale,



(2)

provisions for all taxes payable as a result of such Asset Sale,



(3)

payments made to retire Indebtedness where payment of such Indebtedness is secured by the assets or properties the subject of such Asset Sale,



(4)

amounts required to be paid to any Person (other than the Company or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale and



(5)

appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an Officers' Certificate delivered to the Senior Subordinated Note Trustee and



(b)

with respect to any issuance or sale of Capital Stock or options, warrants or rights to purchase Capital Stock, or debt securities or Capital Stock that have been converted into or exchanged for Capital Stock as referred to under "—Certain Covenants—Limitation on Restricted Payments", the proceeds of such issuance or sale in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary), net of attorney's fees, accountant's fees and brokerage, consultation, underwriting and other fees and expenses actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

"Pari Passu Indebtedness" means (a) any Indebtedness of the Company that is equal in right of payment to the Senior Subordinated Notes and (b) with respect to any Senior Subordinated Note Guarantee, Indebtedness which ranks equal in right of payment to such Senior Subordinated Note Guarantee.

"Permitted Business" means the lines of business conducted by the Company and its Restricted Subsidiaries on the date hereof and business reasonably related, complimentary or ancillary thereto, including reasonably related extensions or expansions thereof.

"Permitted Holders" means (i) Mr. Jean Coutu, (ii) the spouse, children or other lineal descendants (whether adoptive or biological) of Mr. Jean Coutu, (iii) any revocable or irrevocable intervivos or testamentary trust or the probate estate of any Person described in clause (i) or (ii) above, so long as one or more of the foregoing individuals named in clauses (i) and (ii) is the principal beneficiary of such trust or probate estate, and (iv) any Person all of the Capital Stock of which is held, directly or indirectly, by or for the benefit of the Persons or trusts or probate estates specified in clauses (i), (ii) or (iii) above.

256

"Permitted Investment" means

(1)

Investments in any Restricted Subsidiary or any Person which, as a result of such Investment, (a) becomes a Restricted Subsidiary or (b) is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Restricted Subsidiary;



(2)

Indebtedness of the Company or a Restricted Subsidiary described under clauses (4), (5), (6), (7) and (12) of the definition of "Permitted Indebtedness";



(3)

Investments in any of the Senior Subordinated Notes or Senior Notes;



(4)

Investments in Cash Equivalents;



(5)

Investments acquired by the Company or any Restricted Subsidiary in connection with an asset sale permitted under "—Certain Covenants—Limitation on Sale of Assets" to the extent such Investments are non-cash proceeds as permitted under such covenant;



(6)

Investments in existence on the date of the Senior Subordinated Note Indenture;



(7)

Investments acquired in exchange for the issuance of Capital Stock (other than Redeemable Capital Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary) or acquired with the net cash proceeds received by the Company after the date of the Senior Subordinated Note Indenture from the issuance and sale of Capital Stock (other than Redeemable Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary); provided that such Net Cash Proceeds are used to make such Investment within 10 days of the receipt thereof and the amount of all such Net Cash Proceeds will be excluded from clause (3)(B) of the first paragraph of the covenant described under "—Certain Covenants—Limitation on Restricted Payments";



(8)

Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and worker's compensation, performance and other similar deposits provided to third parties in the ordinary course of business;



(9)

loans or advances to employees of the Company in the ordinary course of business for bona fide business purposes of the Company and its Restricted Subsidiaries (including travel, entertainment and moving expenses) or the proceeds of which are used to purchase Capital Stock of the Company in the aggregate amount outstanding at any one time of $10.0 million;



(10)

any Investments received in good faith in settlement or compromise of obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;



(11)

any Investment by the Company or any Restricted Subsidiary in a Securitization Entity or any Investment by a Securitization Entity in any other Person, in each case in connection with a Permitted Securitization Transaction; provided, however, that the foregoing Investment is in the form of a Purchase Money Note or an Equity Interest;



(12)

any Investment in Permitted Joint Ventures in an amount not to exceed $100.0 million in the aggregate for all such Permitted Joint Ventures;



(13)

Investments in any Securitization Facility to the extent reasonably necessary to consummate any Permitted Securitization Transaction; and



(14)

other Investments in the aggregate amount outstanding at any one time of up to $50.0 million.

257

In connection with any assets or property contributed or transferred to any Person as an Investment, such property and assets shall be equal to the Fair Market Value (as determined by the Company's Board of Directors) at the time of Investment.

"Permitted Joint Ventures" means any joint venture (which may be in the form of a limited liability company, partnership, corporation or other entity) in which the Company or any of its Restricted Subsidiaries, directly or indirectly, owns or controls 50% or less of the total voting power of the shares of Capital Stock of such entity entitled to vote; provided, however, that any joint venture in which the Company, directly or indirectly, owns 50% of the total voting power of the Capital Stock of such entity entitled to vote shall only be a Permitted Joint Venture if engaged in a Permitted Business or engaged primarily in the business of prescription benefit management; provided, further, that any joint venture in which the Company, directly or indirectly, owns less than 50% of the total voting power of the Capital Stock of such entity entitled to vote shall only be a Permitted Joint Venture if engaged primarily in the business of prescription benefit management.

"Permitted Lien" means:

(a)

Liens on assets of the Company and its Subsidiaries securing Senior Indebtedness and Liens on assets of a Guarantor securing Senior Indebtedness of such Guarantor, that was permitted by the terms of the Indenture to be incurred;



(b)

any Lien or created existing as of the date of the Senior Subordinated Note Indenture on Indebtedness existing on the date of the Senior Subordinated Note Indenture;



(c)

any Lien arising by reason of



(1)

any judgment, decree or order of any court, so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;



(2)

taxes, assessments or government charges not yet delinquent or which are being contested in good faith;



(3)

security for payment of workers' compensation or other insurance;



(4)

good faith deposits in connection with tenders, leases or other contracts (other than contracts for the payment of money);



(5)

zoning restrictions, easements, licenses, reservations, title defects, rights of others for rights of way, utilities, sewers, electric lines, telephone or telegraph lines, and other similar purposes, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee), none of which materially impairs the use of any parcel of property material to the operation of the business of the Company or any Restricted Subsidiary or the value of such property for the purpose of such business;



(6)

deposits to secure public or statutory obligations, or in lieu of surety or appeal bonds; or



(7)

operation of law in favor of mechanics, carriers, warehousemen, landlords, materialmen, laborers, employees or suppliers, incurred in the ordinary course of business for sums which are not yet delinquent or are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof;

258

(d)

any Lien securing Acquired Indebtedness created prior to (and not created in connection with, or in contemplation of) the incurrence of such Indebtedness by the Company or any Restricted Subsidiary;



(e)

any Lien to secure the performance bids, trade contracts, leases (including, without limitation, statutory and common law landlord's liens), statutory obligations, surety and appeal bonds, letters of credit and other obligations of a like nature and incurred in the ordinary course of business of the Company or any Restricted Subsidiary;



(f)

any Lien securing Indebtedness permitted to be incurred under Interest Rate Agreements, Currency Hedging Agreements, Commodity Price Protection Agreements or otherwise incurred to hedge interest rate risk;



(g)

any Lien securing Capitalized Lease Obligations or Purchase Money Obligations incurred in accordance with the Senior Subordinated Note Indenture (including clause (8) of the definition of Permitted Indebtedness) and which are incurred or assumed solely in connection with the acquisition, development or construction of real or personal, moveable or immovable property within 90 days of such incurrence or assumption; provided that such Liens only extend to such acquired, developed or constructed property, such Liens secure Indebtedness in an amount not in excess of the original purchase price or the original cost of any such assets or repair, addition or improvement thereto, and the incurrence of such Indebtedness is permitted by the "Limitation on Indebtedness" covenant;



(h)

liens on assets transferred to a Securitization Entity or an asset of a Securitization Entity, in either case, incurred in connection with a Permitted Securitization Transaction;



(i)

leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights), which do not materially interfere with the ordinary course of conduct of the business of the Company or any Restricted Subsidiary;



(j)

(1) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary or (2) claim, restriction or encumbrance with respect to equity ownership interests in a Restricted Subsidiary granted in favor of the Company or any other Restricted Subsidiary; and



(k)

any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing clauses (a) through (j) so long as no additional collateral is granted as security thereby.

"Permitted Securitization Transaction" means any transaction or series of transactions that qualify for off-balance sheet treatment in accordance with SFAS 140 or other applicable accounting pronouncements, pursuant to which the Company or any of its Restricted Subsidiaries may sell, contribute, convey or otherwise transfer to (i) a Securitization Entity (in the case of a transfer by the Company or any of its Restricted Subsidiaries) and (ii) any other person (in the case of a transfer by a Securitization Entity), or may grant a security interest in, any accounts receivable or chattel paper (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, and any assets directly related thereto, including, without limitation, all collateral securing such accounts receivable, and other assets (including contract rights and all guarantees or other obligations in respect of such accounts receivable or chattel paper, proceeds of such accounts receivable or chattel paper and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable or chattel paper).

259

"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

"Preferred Stock" means, with respect to any Person, any Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over the Capital Stock of any other class in such Person.

"Purchase Money Note" means a promissory note of a Securitization Entity evidencing a line of credit, which may be irrevocable, from the Company or any Restricted Subsidiary in connection with a Permitted Securitization Transaction to a Securitization Entity, which note is repayable from cash available to such Securitization Entity, other than amounts required to be established as reserves pursuant to contractual arrangements with entities that are not Affiliates entered into as part of such Permitted Securitization Transaction, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated accounts receivable.

"Purchase Money Obligation" means any Indebtedness secured by a Lien on assets related to the business of the Company and any additions and accessions thereto, which are purchased or constructed by the Company at any time after the Senior Subordinated Notes are issued; provided that

(1)

the security agreement or conditional sales or other title retention contract pursuant to which the Lien on such assets is created (collectively a "Purchase Money Security Agreement") shall be entered into within 180 days after the purchase or substantial completion of the construction of such assets and shall at all times be confined solely to the assets so purchased or acquired, any additions and accessions thereto and any proceeds therefrom,



(2)

at no time shall the aggregate principal amount of the outstanding Indebtedness secured thereby be increased, except in connection with the purchase of additions and accessions thereto and except in respect of fees and other obligations in respect of such Indebtedness and



(3)

(A) the aggregate outstanding principal amount of Indebtedness secured thereby (determined on a per asset basis in the case of any additions and accessions) shall not at the time such Purchase Money Security Agreement is entered into exceed 100% of the purchase price to the Company of the assets subject thereto or (B) the Indebtedness secured thereby shall be with recourse solely to the assets so purchased or acquired, any additions and accessions thereto and any proceeds therefrom.

"Qualified Capital Stock" of any Person means any and all Capital Stock of such Person other than Redeemable Capital Stock.

"Redeemable Capital Stock" means any Capital Stock that, either by its terms or by the terms of any security into which it is convertible or exchangeable or otherwise, is or upon the happening of an event or passage of time would be, required to be redeemed prior to the final Stated Maturity of the principal of the Senior Subordinated Notes or is redeemable at the option of the holder thereof at any time prior to such final Stated Maturity (other than upon a change of control of or sale of assets by the Company in circumstances where the holders of the Senior Subordinated Notes would have similar rights), or is convertible into or exchangeable for debt securities at any time prior to such final Stated Maturity at the option of the holder thereof.

"Restricted Subsidiary" means any Subsidiary of the Company that has not been designated by the Board of Directors of the Company by a Board Resolution delivered to the Senior Subordinated Note

260

Trustee as an Unrestricted Subsidiary pursuant to and in compliance with the covenant described under "Certain Covenants—Limitation on Unrestricted Subsidiaries".

"S&P" means Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc., and any successor thereto.

"Securities Act" means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

"Securitization Entity" means a Wholly Owned Restricted Subsidiary of the Company that engages in no activities other than in connection with the financing of accounts receivable, chattel paper and related assets and that is designated by the Board of Directors of the Company (as provided below) as a Securitization Entity (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any other Restricted Subsidiary (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Company or any other Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or assets of the Company or any other Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither the Company nor any other Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing receivables, chattel paper and related assets of such entity, and (c) to which neither the Company nor any Restricted Subsidiary (other than such entity) has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company shall be evidenced to the Senior Subordinated Note Trustee by filing with the Senior Subordinated Note Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions.

"Senior Indebtedness" means (a) all obligations (including principal, premium, if any, interest (including interest accruing after the filing of a petition initiating any proceeding under any state, federal or foreign bankruptcy law, whether or not allowed or allowable as a claim in any such proceeding), fees, charges, expenses, indemnities and other amounts payable from time to time) arising under the Credit Agreement or any guarantee, security or collateral documents relating thereto, all amounts that may be or become available for drawings under all letters of credit outstanding under the Credit Agreement, and all obligations arising under Commodity Price Protection Agreements, Currency Hedging Agreements or Interest Rate Agreements, in each case, whether at any time owing, actually or contingent, and (b) the principal of, premium, if any, and interest (including interest, accruing after the filing of a petition initiating any proceeding under any state, federal or foreign bankruptcy law, whether or not allowed or allowable as a claim in any such proceeding) on any of the Company's Indebtedness (other than as otherwise provided in this definition), in each case of clauses (a) and (b) whether outstanding on the Issue Date or thereafter created, incurred or assumed, and whether at any time owing, actually or contingent, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior or subordinated in right of payment to the Senior Subordinated Notes. Notwithstanding anything else herein to the contrary, Senior Indebtedness shall not include:

•

Indebtedness that is subordinate or junior in right of payment to any of the Company's Indebtedness (it being understood and agreed that for purposes of the foregoing, no Indebtedness shall be deemed to be subordinated in right of payment to any other Indebtedness

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solely by virtue of being secured by a junior priority lien or by virtue of the fact that the holders of such Indebtedness have entered into intercreditor agreements or other arrangements giving one or more such holders priority over the other holders in collateral held by them);

•

Indebtedness which when incurred and without respect to any election under Section 1111(b) of Title 11 United States Code, is without recourse to the Company or any Restricted Subsidiary;



•

Indebtedness which is represented by Redeemable Capital Stock;



•

any liability for foreign, federal, state, local or other taxes owed or owing by the Company;



•

Indebtedness of the Company to a Subsidiary or any other Affiliate of the Company (other than a lender under a Credit Facility or an Affiliate of such lender with respect to Indebtedness incurred prior to or concurrent with such Person becoming an Affiliate) or any of such Affiliate's Subsidiaries;



•

to the extent it might constitute Indebtedness, amounts owing for goods, materials or services (including any guarantees thereof) purchased in the ordinary course of business or consisting of trade accounts payable owed or owing by the Company, and amounts owed by the Company for compensation to employees or services rendered to the Company;



•

that portion of any Indebtedness which at the time of issuance is issued in violation of the Senior Subordinated Note Indenture; and



•

Indebtedness evidenced by any guarantee of any Subordinated Indebtedness or Pari Passu Indebtedness.

        Obligations constituting Senior Indebtedness shall continue to constitute Senior Indebtedness for all purposes, notwithstanding that such Senior Indebtedness or any claim in respect thereof may be disallowed, avoided, or subordinated pursuant to any Bankruptcy Law (i) as a claim for unmatured interest, (ii) as a fraudulent transfer or conveyance or (iii) otherwise.

"Senior Notes" means the $350.0 million in aggregate principal amount of Senior Notes due 2012 currently outstanding and/or that are being offered for exchange by the Company pursuant to this prospectus, as applicable.

"Senior Note Guarantees" means the guarantee by any Senior Note Guarantor of the Company's Senior Note Indenture Obligations.

"Senior Note Guarantor" means any subsidiary which is a guarantor of the Senior Notes, including any Person that is required after the date of the Senior Note Indenture to execute a guarantee of the Senior Notes pursuant to the "Limitation on Issuance of Guarantees of Indebtedness" covenant thereof until a successor replaces such party pursuant to the applicable provisions of the Senior Note Indenture and, thereafter, shall mean such successor.

"Senior Note Indenture Obligations" means the obligations of the Company and any other obligor under the Senior Note Indenture or under the Senior Notes, including any Senior Note Guarantor, to pay principal of, premium, if any, and interest when due and payable, and all other amounts (including any Additional Amounts) due or to become due under or in connection with the Senior Note Indenture or the Senior Notes and the performance of all other obligations to the Senior Note Trustee and the holders under the Senior Note Indenture and the Senior Notes, according to the respective terms thereof.

"Senior Subordinated Notes" means the $850.0 million in aggregate principal amount of Senior Subordinated Notes due 2014 currently outstanding and/or that are being offered for exchange by the Company pursuant to this prospectus, as applicable.

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"Senior Subordinated Note Guarantee" means the guarantee by any Senior Subordinated Note Guarantor of the Company's Senior Subordinated Note Indenture Obligations.

"Senior Subordinated Note Guarantor" means any Subsidiary which is a guarantor of the Senior Subordinated Notes, including any Person that is required after the date of the Senior Subordinated Note Indenture to execute a guarantee of the Senior Subordinated Notes pursuant to the "Limitation on Issuance of Guarantees of Indebtedness" covenant until a successor replaces such party pursuant to the applicable provisions of the Senior Subordinated Note Indenture and, thereafter, shall mean such successor.

"Senior Subordinated Note Indenture Obligations" means the obligations of the Company and any other obligor under the Senior Subordinated Note Indenture or under the Senior Subordinated Notes, including any Senior Subordinated Note Guarantor, to pay principal of, premium, if any, and interest when due and payable, and all other amounts (including any Additional Amounts) due or to become due under or in connection with the Senior Subordinated Note Indenture or the Senior Subordinated Notes and the performance of all other obligations to the Senior Subordinated Note Trustee and the holders under the Senior Subordinated Note Indenture and the Senior Subordinated Notes, according to the respective terms thereof.

"Significant Subsidiary" means (1) any Restricted Subsidiary that would be a "significant subsidiary" as defined in Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on the Issue Date and (2) any Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in clause (7) or (8) under "Events of Default" has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

"Standard Securitization Undertakings" means representations, warranties, guarantees, covenants and indemnities entered into by the Company or any Restricted Subsidiary that are reasonably customary in securitization transactions relating to accounts receivable, chattel paper and related assets in connection with a Permitted Securitization Transaction.

"Stated Maturity" means, when used with respect to any Indebtedness or any installment of interest thereon, the dates specified in such Indebtedness as the fixed date on which the principal of such Indebtedness or such installment of interest, as the case may be, is due and payable.

"Stock Purchase Agreement" means the agreement dated April 4, 2004 among the Company, J.C. Penney Company, Inc., a Delaware corporation, and TDI Consolidated Corporation, a Delaware corporation, entered into in connection with the Acquisition.

"Subordinated Indebtedness" means Indebtedness of the Company or a Senior Subordinated Note Guarantor subordinated in right of payment to the Senior Subordinated Notes or a Senior Subordinated Note Guarantee, as the case may be.

"Subsidiary" of a Person means

(1)

any corporation more than 50% of the outstanding voting power of the Voting Stock of which is owned or controlled, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries thereof, or



(2)

any limited partnership of which such Person or any Subsidiary of such Person is a general partner, or



(3)

any other Person in which such Person, or one or more other Subsidiaries of such Person, or such Person and one or more other Subsidiaries, directly or indirectly, has more than 50% of the outstanding partnership or similar interests or has the power, by contract or otherwise, to direct or cause the direction of the policies, management and affairs thereof.

263

"Taxing Authority" means any government or any political subdivision, state, province or territory of or in a Taxing Jurisdiction or any authority or agency therein or thereof having power to tax.

"Taxing Jurisdiction" means Canada or any other jurisdiction in which the Company or any Senior Subordinated Note Guarantor or any successor of the Company or any Senior Subordinated Note Guarantor is organized, resident for tax purposes, engaged in business or generally subject to tax on a net income basis, or from or through which any payment under the Senior Subordinated Notes or any Senior Subordinated Note Guarantee is made, or any political subdivision, state, province or territory thereof or therein.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, or any successor statute.

"Unrestricted Subsidiary" means any Subsidiary of the Company (other than a Senior Subordinated Note Guarantor) designated as such pursuant to and in compliance with the covenant described under "Certain Covenants—Limitation on Unrestricted Subsidiaries".

"Unrestricted Subsidiary Indebtedness" of any Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary

(1)

as to which neither the Company nor any Restricted Subsidiary is directly or indirectly liable (by virtue of the Company or any such Restricted Subsidiary being the primary obligor on, guarantor of, or otherwise liable in any respect to, such Indebtedness), except Guaranteed Debt of the Company or any Restricted Subsidiary to any Affiliate, in which case (unless the incurrence of such Guaranteed Debt resulted in a Restricted Payment at the time of incurrence) the Company shall be deemed to have made a Restricted Payment equal to the principal amount of any such Indebtedness to the extent guaranteed at the time such Affiliate is designated an Unrestricted Subsidiary and



(2)

which, upon the occurrence of a default with respect thereto, does not result in, or permit any holder of any Indebtedness of the Company or any Subsidiary to declare, a default on such Indebtedness of the Company or any Subsidiary or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; provided that notwithstanding the foregoing any Unrestricted Subsidiary may guarantee the Senior Subordinated Notes.

"Voting Stock" of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

"Wholly Owned Restricted Subsidiary" means a Restricted Subsidiary all the Capital Stock of which is owned by the Company or another Wholly Owned Restricted Subsidiary (other than (a) directors' qualifying shares and (b) Capital Stock or other ownership interests issued to a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company in connection with a Permitted Securitization Transaction for the purpose of establishing independence and not in order to provide substantive economic or controlling voting interests to such Person).

Book-Entry Delivery and Form

        The Senior Subordinated Notes issued in the Exchange Offer will be issued only in fully registered form, without interest coupons, in denominations of $1,000 and integral multiples thereof. Senior Subordinated Notes will not be issued in bearer form. Senior Subordinated Notes issued in the Exchange Offer in the Exchange Offer will be issued only in exchange for outstanding Senior Subordinated Notes.

264

        Global Notes.    Senior Subordinated Notes issued will be represented by one or more Senior Subordinated Notes in registered, global form without interest coupons (collectively, the "Global Note"). The Global Notes will be deposited upon issuance with the Senior Subordinated Note Trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct participant in DTC as described below.

        Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. In addition, transfer of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time. Beneficial interests in the Global Notes may not be exchanged for Senior Subordinated Notes in certified form except in the limited circumstances described below. See "—Exchange of Book-Entry Notes for Certificated Notes".

Exchange of Book-Entry Notes for Certificated Notes. A beneficial interest in a Global Note may not be exchanged for a Senior Subordinated Note in certificated form unless

(1)

DTC (a) notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Company thereupon fails to appoint a successor Depositary within 90 days,



(2)

the Company, at its option, notifies the Senior Subordinated Note Trustee in writing that it elects to cause the issuance of the Senior Subordinated Notes in certificated form, or



(3)

there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect to the Senior Subordinated Notes.

In all cases, certificated Senior Subordinated Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Any certificated Senior Subordinated Note issued in exchange for an interest in a Global Note will bear the legend restricting transfers that is borne by such Global Note. Any such exchange will be effected through the DWAC system and an appropriate adjustment will be made in the records of the Security Registrar to reflect a decrease in the principal amount of the relevant Global Note.

        Certain Book-Entry Procedures for Global Notes.    The descriptions of the operations and procedures of DTC that follow are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. The Company takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

        DTC has advised the Company that it is:

•

a limited purpose trust company organized under the laws of the State of New York,



•

a "banking organization" within the meaning of the New York Banking Law,



•

a member of the Federal Reserve System, and



•

a "clearing corporation" within the meaning of the Uniform Commercial Code and a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Exchange Act.

        DTC was created to hold securities for its participants ("participants") and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is

265

available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly ("indirect participants").

        DTC has advised the Company that its current practice, upon the issuance of the Global Notes, is to credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Notes to the accounts with DTC of the participants through which such interests are to be held. Ownership of beneficial interest in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominees (with respect to interest of participants) and the records of participants and indirect participants (with respect to interests of persons other than participants).

        As long as DTC, or its nominee, is the registered Holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner and Holder of the Senior Subordinated Notes represented by such Global Note for all purposes under the Senior Subordinated Note Indenture and the Senior Subordinated Notes. Except in the limited circumstances described above under "—Exchange of Book-Entry Notes for Certificated Notes", owners of beneficial interests in a Global Note will not be entitled to have any portions of such Global Note registered in their names, and will not receive or be entitled to receive physical delivery of Senior Subordinated Notes in definitive form and will not be considered the owners or Holders of the Global Note (or any Senior Subordinated Notes represented thereby) under the Senior Subordinated Note Indenture or the Senior Subordinated Notes.

        Investors may hold their interests in the Global Note directly through DTC, if they are participants in such system, or indirectly through organizations (including Euroclear and Clearstream) which are participants in such system. All interests in a Global Note, including those held through Euroclear or Clearstream, will be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream will also be subject to the procedures and requirements of such system.

        The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons may be limited to that extent. Because DTC can act only on behalf of its participants, which in turn act on behalf of indirect participants and certain banks, the ability of a person having beneficial interests in a Global Note to pledge such interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

        Payments of the principal, of, premium, if any, and interest on Global Notes will be made to DTC or its nominee as the registered owner thereof. Neither the Company, the Senior Subordinated Note Trustee nor any of their respective agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

        The Company expects that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, or interest in respect of a Global Note representing any Senior Subordinated Notes held by it or its nominee, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Note for such Senior Subordinated Notes as shown on the records of DTC or its nominee. The Company also expects that payments by participants to owners of beneficial interests in such Global Note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in "street name". Such payments will be the responsibility of such participants. None of the Company or the Senior Subordinated Note Trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the Senior Subordinated Notes, and the Company and the Senior Subordinated Note Trustee may

266

conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the Senior Subordinated Notes for all purposes.

        Except for trades involving only Euroclear and Clearstream participants, interests in the Global Notes will trade in DTC's Same-Day Funds Settlement System and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. Transfers between participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be affected in the ordinary way in accordance with their respective rules and operating procedures.

        Subject to compliance with the transfer and exchange restrictions applicable to the Senior Subordinated Notes described elsewhere herein, cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected by DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interest in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures or same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a DTC participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the DTC settlement date. Cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following the DTC settlement date.

        DTC has advised the Company that it will take any action permitted to be taken by a holder of Senior Subordinated Notes only at the direction of one or more participants to whose accounts with DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of the Senior Subordinated Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Senior Subordinated Notes, DTC reserves the right to exchange the Global Notes for legended Senior Subordinated Notes in certificated form, and to distribute such Senior Subordinated Notes to its participants.

        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate transfer of beneficial ownership interests in the Global Notes among participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the Senior Subordinated Note Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear, Clearstream or their participants or indirect participants of their respective obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to or payments made on account of, beneficial ownership interests in Global Notes.

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CERTAIN INCOME TAX CONSIDERATIONS

United States Federal Income Tax Considerations

        The following summary describes the material U.S. federal income tax consequences of the acquisition, ownership and disposition of the exchange notes by a U.S. holder (as defined below). This summary is based upon the U.S. Internal Revenue Code of 1986, as amended, referred to as the Code, existing and proposed treasury regulations promulgated thereunder, and current administrative rulings and judicial decisions thereon, all of which are subject to change, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. We cannot assure you that the U.S. Internal Revenue Service, or IRS, will not challenge one or more of the tax considerations described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income tax considerations resulting from owning or disposing of the notes.

        This summary deals only with exchange notes held as capital assets within the meaning of Section 1221 of the Code, and does not address special situations, such as those of dealers in securities or currencies, traders in securities, financial institutions, tax-exempt organizations, life insurance companies, persons holding the notes as part of a hedging, conversion, integrated or constructive sale transaction or a straddle, partnerships and other pass-through entities and persons who hold the notes through partnerships or other pass-through entities, certain United States expatriates, persons who have a functional currency other than the U.S. dollar, and persons who are not U.S. holders. In addition, this discussion does not address the tax consequences to persons who purchased the notes other than pursuant to their initial issuance and distribution, and who acquire the exchange notes other than pursuant to this exchange offer. This discussion also does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction.

Prospective purchasers of the notes are advised to consult with their tax advisors as to the U.S. federal income tax consequences of the purchase, ownership and disposition of the exchange notes in light of their particular circumstances, as well as the effect of any state, local or other tax laws.

        As used herein, a "U.S. holder" means a beneficial owner of an exchange note that is, for U.S. federal income tax purposes (i) a citizen or individual resident of the United States, (ii) a corporation (or entity treated as a corporation for such purposes) created or organized in the United States or under the laws of the United States or any state thereof (including the District of Columbia), (iii) an estate the income of which is includable in gross income for U.S. federal income tax purposes, regardless of its source, or (iv) a trust if either (x) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons has the authority to control all substantial decisions of the trust, or (y) the trust has a valid election in effect under applicable treasury regulations to be treated as a United States person.

Payments of Interest

        Stated interest on an exchange note will be includable in your gross income as ordinary interest income at the time it is paid or accrued in accordance with your usual method of accounting for U.S. federal income tax purposes. As noted under "—Canadian Federal Income Tax Consequences to a Non-Resident Holder", interest payments on the exchange notes will be exempt from Canadian withholding tax. However, in the event that such withholding tax is imposed, you will be required to include in your gross income as ordinary interest income any Additional Amounts received as described above under "Description of the Senior Notes—Additional Amounts" and "Description of the Senior Subordinated Notes—Additional Amounts", as well as the amount of any taxes withheld. In such event, you may be able to take the position that you are entitled to a foreign tax credit for such taxes, subject to a number of complex rules and limitations or, at your election, a deduction for such taxes in

268

computing your taxable income. U.S. holders are urged to consult their own tax advisors regarding the availability of foreign tax credits and deductions to them.

        Interest income on the notes will generally constitute foreign source income and will generally be considered "passive" income or "financial services" income for U.S. federal income tax purposes. Passive income and financial services income are treated separately from other types of income in computing the foreign tax credit allowed to U.S. holders under U.S. federal income tax law.

Sale, Exchange or Redemption of the Notes

        The exchange of the notes for exchange notes will not be a taxable event for U.S. federal income tax purposes. See "Description of the Senior Exchange Notes—Exchange Offer; Registration Rights" and "Description of the Senior Subordinated Exchange Notes—Exchange Offer; Registration Rights". Accordingly, you will not recognize any gain or loss as a result of exchanging the notes for exchange notes and you will have the same tax basis and holding period in the exchange notes as you had in the notes surrendered in the exchange.

        Upon a sale, redemption, retirement or other taxable disposition of an exchange note, you will recognize gain or loss in an amount equal to the difference between the amount realized on the disposition (other than amounts attributable to accrued interest, which will be taxable as described above) and your tax basis in the exchange note. Your tax basis in an exchange note will equal the initial purchase price you paid for the note exchange therefor, net of accrued interest. Any such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the note has been held for more than one year at the time of the disposition. Long-term capital gains recognized by individuals and certain other non-corporate U.S. holders generally are eligible for reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

        Gain or loss on the sale, exchange, retirement or other taxable disposition of an exchange note will generally be treated as U.S. source gain or loss for purposes of computing the foreign tax credit allowed to U.S. holders under U.S. federal income tax law.

Information Reporting and Backup Withholding

        In general, information reporting requirements will apply to certain payments of principal and interest and payments of the proceeds of sales of the notes made to you (unless you are an exempt holder, such as a corporation). You will be required to provide (unless you are an exempt holder), under penalties of perjury, a certificate containing your name, address, correct federal taxpayer identification number and a statement that you are a United States person and that you are not subject to backup withholding. If you are a nonexempt holder and you fail to provide the required certification, such payments will be subject to backup withholding (currently at a rate of 28%). Any amounts withheld under the backup withholding rules should be allowed as a refund or credit against your U.S. federal income tax liability, provided the required information is furnished to the IRS.

Canadian Federal Income Tax Considerations

        The following is a general summary of the principal Canadian federal income tax considerations generally applicable to a purchaser of notes that purchases the notes pursuant to this offering at the initial offering price and that, for purposes of the Canadian Income Tax Act, or Tax Act, and any applicable income tax convention between Canada and the jurisdiction in which such purchaser resides, is not and is not deemed to be a resident in Canada during any taxation year in which it owns the notes, deals at arm's length with us, holds the notes as capital property and does not use or hold, and is not deemed to use or hold, the notes in carrying on business in Canada, referred to as a Non-Resident Holder. This summary does not apply to an insurer or an authorized foreign bank, within the meaning of the Tax Act, carrying on an insurance business or a bank business in Canada. For this

269

purpose, related persons (as defined by the Tax Act) are deemed not to deal at arm's length and it is a question of fact whether persons not related to each other deal at arm's length.

        This summary is based on the current provisions of the Tax Act, the regulations thereunder referred to as the Regulations, specific proposals to amend the Tax Act or the Regulations publicly announced by the Canadian Minister of Finance prior to the date hereof and our understanding of the current published administrative and assessing practices of the Canada Revenue Agency. It assumes that the specific proposals to amend the Tax Act and the Regulations publicly announced by the Minister of Finance of Canada prior to the date of this prospectus will be enacted in their present form, but the Tax Act or the Regulations may not be amended as proposed or at all. This summary does not otherwise take into account or anticipate any changes in law or practice, whether by judicial, governmental, legislative or administrative decision or action, nor does it take into account tax legislation or considerations of any province, territory or jurisdiction other than Canada. The provisions of provincial tax legislation may vary from province to province and in some cases may differ significantly from federal income tax legislation. No opinion of counsel will be requested with respect to any of the matters discussed herein.

        This summary is of a general nature only and is not intended to be, and should not be relied upon or construed to be, legal or tax advice to any particular purchaser of notes, and no representations with respect to the income tax consequences to any particular purchaser of notes are made. Changes in the law or administrative practices or future court decisions may affect your tax treatment. Accordingly, prospective purchasers should consult their own tax advisors for advice with respect to the tax consequences to them of acquiring, holding and disposing of the notes including the application and effect of the income and other tax laws of any country, province, state or local tax authority.

Canadian Federal Income Tax Consequences to a Non-Resident Holder

        The payment by us of principal of, premium, if any, and interest on the notes will not be subject to Canadian withholding tax. No other tax on income or gains (including taxable capital gains) will be payable under the Tax Act by a Non-Resident Holder in respect of the acquisition, ownership, redemption, retirement or disposition of the notes.

        Payments made by any guarantor which are attributable to the principal of, premium, if any, and interest on the notes will be exempt from Canadian withholding tax to the same extent that payments by us of principal of, premium, if any, and interest on the notes are exempt.

        The exchange of a note for an exchange note by a Non-Resident Holder as described in the sections entitled "Description of the Senior Notes—Exchange Offer; Registration Rights" or "Description of the Senior Subordinated Notes—Exchange Offer; Registration Rights" will not constitute a taxable transaction for the purposes of the Tax Act.

270

PLAN OF DISTRIBUTION

        We are not using any underwriters for this exchange offer. We are also bearing the expenses of this exchange offer.

        Based on interpretations by the staff of the Commission set forth in no action letters issued to third parties, we believe that you may transfer exchange notes issued under this exchange offer in exchange for outstanding notes unless you are:

•

our "affiliate" within the meaning of Rule 405 under the Securities Act;



•

a broker-dealer that acquired existing notes directly from us; or



•

a broker-dealer that acquired the existing notes as a result of market-making or other trading activities without compliance with the registration and prospectus delivery provisions of the Securities Act.

        Broker-dealers receiving exchange notes in this exchange offer will be subject to a prospectus delivery requirement with respect to resales of the exchange notes.

        To date, the staff of the Commission has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to transactions involving an exchange of securities such as this exchange offer, other than a resale of an unsold allotment from the original sale of the outstanding notes, with this prospectus.

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        We will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, other than commissions or concessions of any brokers or dealers, and will indemnify the holders of the notes (including any broker-dealers) against specified liabilities, including liabilities under the Securities Act.

271

EXPERTS

        The audited consolidated financial statements of the Company as at May 31, 2004 and 2003 and for each of the years in the three-year period ended May 31, 2004 included in this prospectus have been audited by Samson Bélair/Deloitte & Touche s.e.n.c.r.l., independent registered chartered accountants, as stated in their report appearing in this prospectus and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

        The audited carve out special purpose financial statements of the Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) for the three years ended January 31, 2004 included in this prospectus have been audited by KPMG LLP, independent auditors, as stated in their report appearing herein and have been included in this prospectus in reliance upon the report of KPMG LLP.

LEGAL MATTERS

        Certain legal matters relating to the exchange offer will be passed upon for us by McDermott Will & Emery LLP and Fasken Martineau DuMoulin LLP. Yvon Martineau is a senior partner of the firm Fasken Martineau DuMoulin LLP, serves as a member of our Board of Directors and, as of October 31, 2004, beneficially owned 2,000 Class A Subordinate Voting Shares.

WHERE YOU CAN FIND MORE INFORMATION

        We are a reporting issuer under the securities legislation of all provinces of Canada and therefore are required to file financial statements, a Management Proxy Circular and an Annual Information Form with the securities commissions of all provinces. You may inspect copies of such materials at the public references room maintained by the Autorité des marchés financiers du Quebec, formerly known as the Commission des valeurs mobilières du Quebec, located at 800 Square Victoria, 22nd Floor, Stock Exchange Tower, Montreal, Quebec, Canada H4Z 1G3. Please call the Quebec Securities Commission at 1-800-361-5072 for more information on the public reference room. You may also find information on the website maintained through the System for Electronic Document Analysis and Retrieval (the SEDAR system) at http://www.sedar.com. Such reports, proxy statements and other documents and information concerning us are also available for inspection at the offices of the Toronto Stock Exchange located at 130 King Street West, 3rd Floor, Toronto, Ontario, Canada M5X 1J2. A copy of our most recent Annual Information Form and the Management Proxy Circular may also be obtained upon request from our head office. We may charge a reasonable amount for any request from someone who is not currently a shareholder.

        All filings on SEDAR from and after the date hereof until the closing of this offering are hereby incorporated by reference in this offering memorandum.

        We have filed with the Securities and Exchange Commission a registration statement on Forms F-10, S-4 and F-4, including exhibits and schedules filled with the registration statement of which this prospectus is a part, under the Securities Act with respect to the exchange notes we propose to exchange in this exchange offer. This prospectus does not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to our company and the exchange notes we propose to exchange in this exchange offer, we refer you to the registration statement, including the exhibits and schedules to the registration statement. Copies of the registration statement, including the exhibits and schedules to the registration statement, may be examined without charge at the public reference room of the Securities and Exchange Commission 450 Fifth Street, N.W., Washington, DC 20549. The Securities and Exchange Commission's toll-free number is 1-800-SEC-0330. In addition, the Securities and Exchange commission maintains a web site, http://www.sec.gov, which contains reports, proxy and information statements and other information regarding registrants, including us, that file electronically with the Securities and Exchange commission.

272

INDEX TO FINANCIAL STATEMENTS

	Page
THE JEAN COUTU GROUP (PJC) INC.
Annual consolidated financial statements as at May 31, 2004 and 2003 and for the years ended May 31, 2004, 2003, 2002.
Report of Samson Bélair/Deloitte & Touche s.e.n.c.r.l.	F-3
Consolidated statements of income	F-4
Consolidated statements of retained earnings	F-5
Consolidated balance sheets	F-6
Consolidated statements of cash flows	F-7
Notes to the consolidated financial statements	F-10
Unaudited interim consolidated financial statements as at and for the periods ended August 28, 2004 and August 31, 2003.
Consolidated statements of income	F-56
Consolidated statements of retained earnings	F-57
Consolidated balance sheets	F-58
Consolidated statements of cash flows	F-59
Notes to unaudited interim consolidated financial statements	F-62
NORTHERN OPERATIONS OF ECKERD DRUGSTORES (a business of TDI Consolidated Corporation)
Report of KPMG LLP, Independent Auditors	F-87
Carve Out Special Purpose Financial Statements for fiscal years 2003, 2002 and 2001	F-88
Unaudited Condensed Carve Out Special Purpose Financial Statements for the 26 weeks ended July 31, 2004 and July 26, 2003	F-104

F-1

The Jean Coutu Group (PJC) Inc.

Consolidated Financial Statements

For Fiscal Years 2004, 2003 and 2002

F-2

THE JEAN COUTU GROUP (PJC) INC.
Consolidated statements of income
(In thousands of US dollars except for per share amounts)

		Years ended
		May 31, 2004	May 31, 2003	May 31, 2002
		$ (restated)	$ (restated)	$ (restated)
Sales		2,893,088	2,523,912	2,098,091
Other revenues (Note 3)		149,879	122,757	109,852
		3,042,967	2,646,669	2,207,943
Operating expenses
	Cost of goods sold	2,321,922	1,995,982	1,691,052
	General and operating expenses	474,360	446,235	348,215
	Amortization (Note 4)	38,396	35,715	27,136
		2,834,678	2,477,932	2,066,403
Operating income		208,289	168,737	141,540
	Interest on long-term debt	11,752	14,425	8,650
	Other interest	2,783	3,432	2,250
		14,535	17,857	10,900
Income before income taxes		193,754	150,880	130,640
Income taxes (Note 5)		61,071	46,096	43,766
Net income		132,683	104,784	86,874
Earnings per share (Note 6)
	Basic	0.58	0.46	0.39
	Diluted	0.58	0.46	0.38

The segmented information and the accompanying notes are an integral part
of these consolidated financial statements.

F-4

THE JEAN COUTU GROUP (PJC) INC.
Consolidated statements of retained earnings
(In thousands of US dollars)

		Years ended
		May 31, 2004		May 31, 2003		May 31, 2002
		$ (restated)		$ (restated)		$ (restated)
Balance, beginning of year
	As previously reported	597,601		514,957		439,305
	Restatement related to changes in accounting policies (Notes 2a and 2b)	(1,453	)	(5,787	)	(3,377	)
Restated balance		596,148		509,170		435,928
Net Income		132,683		104,784		86,874
		728,831		613,954		522,802
Dividends		20,279		17,806		13,632
Balance, end of year		708,552		596,148		509,170

The segmented information and the accompanying notes are an integral part
of these consolidated financial statements.

F-5

THE JEAN COUTU GROUP (PJC) INC.
Consolidated balance sheets
(In thousands of US dollars)

		As at
		May 31, 2004		May 31, 2003
		$ (restated)		$ (restated)
Assets
Current assets
	Cash	14,554		—
	Accounts receivable	199,516		207,834
	Inventories	391,916		356,198
	Prepaid expenses and other current assets	22,455		18,132
		628,441		582,164
Investments (Note 7)		21,298		15,589
Capital assets (Note 8)		544,174		502,241
Intangible assets and goodwill (Note 9)		114,607		113,356
Other long-term assets (Note 10)		35,234		38,670
		1,343,754		1,252,020
Liabilities
Current liabilities
	Bank overdraft and bank loans (Note 11)	15,000		55,955
	Accounts payable and accrued liabilities	231,306		231,906
	Income taxes payable	42,004		1,699
	Current portion of long-term debt (Note 12)	22,566		20,919
		310,876		310,479
Long-term debt (Note 12)		169,609		192,154
Other long-term liabilities (Note 13)		9,826		11,309
		490,311		513,942
Guarantees, contingencies and commitments (Notes 17 and 18)
Shareholders' equity
	Capital stock (Note 14)	144,996		143,064
	Contributed surplus	188		—
	Retained earnings	708,552		596,148
	Foreign currency translation adjustments (Note 16)	(293	)	(1,134	)
		853,443		738,078
		1,343,754		1,252,020

The segmented information and the accompanying notes are an integral part
of these consolidated financial statements.

F-6

THE JEAN COUTU GROUP (PJC) INC.
Consolidated statements of cash flows
(In thousands of US dollars)

			Year ended
			May 31, 2004		May 31, 2003		May 31, 2002
			(restated)		$ (restated)		$ (restated)
Operating activities
	Net income		132,683		104,784		86,874
	Items not affecting cash
		Amortization (Note 4)	38,396		35,715		27,136
		Amortization of incentives paid to franchisees	3,037		3,023		2,835
		Amortization of deferred financing fees	1,161		1,143		596
		Loss on disposal of assets	86		614		232
		Future income taxes	(13,616	)	17,177		(4,593	)
		Stock-based compensation (Note 15)	188		—		—
		Share in income of companies subject to significant influence	(89	)	(135	)	126
			161,846		162,321		113,206
	Net changes in non-cash asset and liability items		24,096		(57,390	)	(43,145	)
			185,942		104,931		70,061
Investing activities
	Receipt of temporary investments		—		—		98,623
	Business acquisitions (Note 20)		(3,910	)	967		(240,712	)
	Investments		(5,669	)	(1,482	)	(201	)
	Purchase of capital assets		(74,040	)	(94,131	)	(66,028	)
	Proceeds from the disposal of capital assets		1,651		2,380		1,558
	Intangible assets and goodwill		(4,235	)	(2,183	)	(2,756	)
	Other long-term assets		(5,571	)	(4,244	)	(7,792	)
			(91,774	)	(98,693	)	(217,308	)
Financing activities
	Changes in bank loans		(32,397	)	15,513		13,000
	Changes in long-term debt		(21,288	)	(21,722	)	138,431
	Issuance of capital stock		1,932		3,957		3,591
	Dividends		(20,279	)	(17,806	)	(13,632	)
			(72,032	)	(20,058	)	141,390
Foreign currency translation adjustments			691		5,887		885
Increase (decrease) in cash and cash equivalents			22,827		(7,933	)	(4,972	)
Cash (bank overdraft), beginning of year			(8,273	)	(340	)	4,632
Cash (bank overdraft), end of year			14,554		(8,273	)	(340	)
See complementary cash flow information in Note 23.

The segmented information and the accompanying notes are an integral part
of these consolidated financial statements.

F-7

THE JEAN COUTU GROUP (PJC) INC.
Consolidated segmented information
(In thousands of US dollars)

        The Company has three reportable segments: franchising, real estate and retail sales. Within the segment of franchising, the Company carries on the franchising activity of the "PJC Jean Coutu" banner, operates a distribution centre and coordinates several other services for the benefit of its franchisees. Since the quarter ended November 30, 2003, the franchising segment includes the operating results of its three Pharmasave corporate outlets.

        The Company operate retail sales outlets, selling pharmaceutical and other products under the "Brooks" banner.

        The Company analyzes the performance of its operating segments based on their earnings before interest, income taxes and amortization, which is not a measure of performance under Canadian generally accepted principles ("GAAP"), however management uses this perfomance measure for assessing the operating performance of its reportable segments.

        Segmented information is summarized as follows:

		Years ended
		May 31, 2004	May 31, 2003	May 31, 2002
		$ (restated)	$ (restated)	$ (restated)
Revenues (1)
	Franchising	1,185,596	843,859	866,135
	Real estate	50,161	40,995	36,484
	Retail sales	1,807,210	1,761,815	1,305,324
		3,042,967	2,646,669	2,207,943
Earnings before interest, income taxes and amortization
	Franchising	116,813	87,719	85,549
	Real estate	18,183	13,690	10,970
	Retail sales	114,726	106,066	74,992
		249,722	207,475	171,511
Amortization
	Franchising	7,432	6,681	6,032
	Real estate	2,597	2,086	1,756
	Retail sales	31,404	29,971	22,183
		41,433	38,738	29,971
Operating income
	Franchising	107,168	79,367	78,360
	Real estate	17,799	13,275	10,371
	Retail sales	83,322	76,095	52,809
		208,289	168,737	141,540

(1)

Revenues include sales and other revenues

F-8

THE JEAN COUTU GROUP (PJC) INC.
Consolidated segmented information — (Continued)
(In thousands of US dollars)

		Years ended
		May 31, 2004	May 31, 2003	May 31, 2002
		$ (restated)	$ (restated)	$ (restated)
Acquisition of capital assets and intangible assets (2)
	Franchising	4,489	4,893	2,003
	Real estate	26,675	33,407	26,553
	Retail sales	47,111	58,014	40,228
		78,275	96,314	68,784
Total assets
	Franchising	250,632	255,764
	Real estate	214,126	191,591
	Retail sales	878,996	804,665
		1,343,754	1,252,020

        The Company's revenues, capital assets, intangible assets and goodwill attributed to Canada and the United States as follows:

Revenues (1)
	Canada	1,235,757	884,854	902,619
	United States	1,807,210	1,761,815	1,305,324
		3,042,967	2,646,669	2,207,943
Capital assets, intangible assets and goodwill
	Canada	254,661	227,451
	United States	404,120	388,146
		658,781	615,597

(1)

Revenues include sales and other revenues

(2)

Excluding business acquisitions

F-9

THE JEAN COUTU GROUP (PJC) INC.

Notes to the consolidated financial statements

years ended May 31, 2004, 2003 and 2002
(tabular amounts are in thousands of US dollars except for shares and options data)

1.    Description of business and significant accounting policies

a) Description of business

        The Company is incorporated under the Companies Act of Quebec. It has three reportable segments. In Canada, the Company operates in two segments. Its franchising operations involve coordinating various services for its franchised network of 319 outlets as of May 31, 2004 (2003 - 311), and operating a distribution centre. Its franchised network retails pharmaceutical and parapharmaceutical products. Its real estate activities entail managing the properties that house all franchisees' outlets. In the New England area of the United States, the Company operates a network comprising 336 corporate establishments as of May 31, 2004 (2003 - 332) that retail pharmaceutical and parapharmaceutical products (see Note 25 on subsequent events).

b) Financial statement presentation

        The financial statements are prepared in accordance with Canadian generally accepted accounting principles ("GAAP"). The Company has historically prepared its consolidated financial statements in Canadian dollars. Effective June 1, 2004, the Company changed its reporting currency to U.S. dollars to provide shareholders with more relevant information considering the predominant operations in the United States and the U.S. dollar denominated debt. The Company used the current rate method to translate the consolidated Canadian dollar results into U.S. dollars for all periods presented. Under the current rate method, earnings as well as cash flow items are translated at average monthly rates for the period, and the assets and liabilities are translated at the rate of exchange in effect at the balance sheet date. Any resulting exchange gain or loss is charged or credited to the "foreign currency translation adjustments" account included as a separate component of shareholders' equity. The functional currencies of the Company and each of its subsidiaries remained unchanged.

c) Consolidation

        The consolidated financial statements include the accounts of the Company and all its subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.

d) Use of estimates

        The preparation of financial statements in accordance with Canadian GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, related amounts of revenues and expenses and disclosure of contingent assets and liabilities. Consequently, actual amounts could differ from those estimates.

e) Revenue recognition

        Sales to our franchisees are recognized when merchandise is shipped. Revenues from external customers from retail sales are recognized at the time of the sale to the consumer. The Company recognized its revenues net of returns.

        Royalties, based on the franchisees' sales, are recorded as income as they are earned.

        Services to franchisees and from the real estate segment are recognized when services are rendered.

F-10

        Revenues are recognized when reasonable assurance exists regarding collectibility.

f) Foreign currency translation

        The financial statements of the parent company and its subsidiaries are measured based on their functional currency. Assets and liabilities of entities whose functional currency is not the U.S. dollar are translated into the reporting currency at the exchange rate in effect at the balance sheet date and revenue and expense items are translated at the average monthly rates. Translation adjustments resulting from exchange rate fluctuations are included in "foreign currency translation adjustments" in shareholders' equity.

        Transactions denominated in currencies other than an entity's functional currency are translated according to the temporal method. Therefore, monetary assets and liabilities are translated at the exchange rate in effect at the balance sheet date, non-monetary assets and liabilities at their historical rates and revenue and expense items at the average monthly exchange rates. All exchange gains and losses are current in nature and are included in the statements of income.

g) Inventories

        Inventories are valued at the lower of cost and net realizable value, the cost being determined using the first in, first out basis and retail selling price less a normal gross profit.

h) Investments

        Investments in companies subject to significant influence are accounted for using the equity method. Other investments are accounted for using the cost method. Periodically, management analyzes each loan, advance and long-term receivable and when a serious doubt as to their recovery is identified, a provision is applied to reduce their book value to the estimated realizable value.

i) Capital assets

        Capital assets are accounted for at cost.

        Amortization of buildings held for leasing is based on their estimated useful lives using the compound interest method. Amortization of other capital assets is based on their estimated useful lives using the straight-line and the diminishing balance methods at the following rates:

Buildings	3% to 5%
Buildings held for leasing	5% and 10%
Furniture and equipment	14% to 20%
Computer equipment and software	20% to 331/3%
Leasehold improvements	Term of the lease or useful life, whichever is shorter
Vehicles	14% to 30%

        Construction in progress is not amortized until the asset is ready for its intended use.

F-11

j) Intangible assets and goodwill

        Intangible assets with a finite service life are accounted for at cost. They consist mainly of the customer prescription files, non-compete agreements and leasehold interests. The prescription files are generally amortized over a five-year period. Non-compete agreements are amortized over the service lives of the agreements. Leasehold interests are amortized over the residual term of the leases.

        Goodwill represents the excess of the acquisition cost of companies over the fair value of the identifiable net assets acquired. Goodwill is tested for impairment annually or more frequently if changes in circumstances indicate a potential impairment.

k) Other long-term assets

        Other assets are, among others, the incentives paid to franchisees and deferred costs. Incentives paid to franchisees are amortized over a ten-year period and are applied against royalties, included in other revenues.

        Deferred costs are accounted for at cost and are mainly rental costs and financing fees. Amortization is calculated using the straight-line method over the term of the long-term loan or of the lease.

l) Future income taxes

        The Company uses the liability method to account for income taxes. Under this method, future tax assets and liabilities are determined according to differences between the carrying amounts and tax bases of assets and liabilities. They are measured by applying enacted or substantively enacted tax rates and laws at the date of the financial statements for the years in which the temporary differences are expected to reverse. It is more likely than not that all of the future income tax assets will be realized.

m) Other long-term liabilities

        Other long-term liabilities consist, among others, of the deferred revenues and deferred lease obligations.

        Deferred revenues: The Company receives allowances from its vendors as consideration for exclusivity agreements. The revenue related to these agreements is deferred when cashed. These amounts are recognized as purchases are made, as stipulated by the agreement, and the related inventory is sold.

        Deferred lease obligations: The Company conducts a part of its operations in leased premises. Some store leases include escalation clauses. The deferred lease obligations represent, on the one hand, the rent expense in excess of cash paid, that is amortized on a straight-line basis over the life of original lease, and on the other hand, the value attributed to unfavorable leases resulting from a business acquisition. The value of the unfavorable leases is amortized on a straight-line basis over the term of the leases.

n) Defined benefit pension plans

        The Company accrues its obligations under employee benefit plans and the related costs, net of plan assets. The cost of pensions and other retirement benefits earned by employees is actuarially

F-12

determined using the projected benefit method prorated on service and management's best estimate of expected plans' investment performance, salary escalation and retirement ages of employees.

        For the purpose of calculating the expected return on plan assets, those assets are valued at fair value.

        Past service costs are amortized on a straght-line basis over the average remaining service period of active employees, which was nine years as of May 31, 2004 and 2003.

        The excess of the net actuarial gain or loss over 10% of the greater of the benefit obligation and the fair value of plan assets is amortized over the average remaining service period of active employees.

o) Defined contribution pension plan

        For the defined contribution plan, the pension expense is equal to the contributions paid by the Company.

p) Derivative financial instruments

        Interest rate swap contracts are used to hedge current and anticipated interest rate risks. Interest to be paid or received under such swap contracts is recognized over the life of the contracts as adjustments to interest expense. Unrealized gains or losses resulting from market movements are not recognized.

q) Cash and cash equivalents

        Cash and cash equivalents are defined as cash, bank overdraft and highly liquid investments that have maturities of less than three months at the date of acquisition.

2.    Accounting policies

Changes in accounting policies

a) Recording of certain consideration received by a vendor

        In January 2004, the Emerging Issued Committee of the CICA released Abstract 144 (EIC-144), "Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor".

        EIC-144 specifies the accounting methods to be applied to certain consideration received from a vendor. EIC-144 should be applied retroactively to all financial statements for annual and interim periods ending after August 15, 2004.

        EIC-144 stipulates that cash consideration received by a company from a vendor is presumed to be a reduction of the prices of the vendor's products or services and should, therefore, be accounted for as a reduction of cost of goods sold and related inventory when recognized in the company's income statement and balance sheet. Certain exceptions apply where the cash consideration received is either a reimbursement of incremental selling costs incurred by the reseller, or is a payment for assets or services delivered to the vendor.

F-13

        The Company applied this new recommendation on June 1, 2004. The impact of this new recommendation for the years ended May 31, 2004, 2003 and 2002 was as follows:

	2004		2003		2002
	Increase	Decrease	Increase	Decrease	Increase	Decrease
	$	$	$	$	$	$
Sales	4,918	—	3,780	—	4,392	—
Other revenues	—	14,547	—	12,079	—	11,845
Cost of goods sold	—	47,677	—	42,230	—	36,305
General and operating expenses	37,115	—	34,113	—	28,954	—
Income taxes	—	347	—	24	—	13
Net income	586	—	—	158	—	89
Retained earnings at beginning of period	—	1,453	—	1,295	—	1,206

        The impact of that change on the balance sheet as of May 31, 2004 and as of May 31, 2003 is to decrease inventories by $1,359,000 and $2,295,000 respectively and to increase income taxes by $440,000 and $789,000 respectively.

b) Incentives paid to franchisees

        During the fourth quarter of the year ended May 31, 2004, the Company changed its basis of accounting for banner development cost. Banner development costs were previously considered indefinite life intangible assets and therefore not subject to amortization. Banner development costs are now considered deferred costs representing incentives paid to franchisees. These costs are amortized over a ten-year period and are applied against royalties included in other revenues. This change in accounting policy has been applied retroactively, and the consolidated financial statements have been restated as follows:

		2003		2002
		Increase	Decrease	Increase	Decrease
		$	$	$	$
Intangible assets		—	23,288	—	16,748
Other assets
	Incentives paid to franchisees	16,684	—	13,836	—
	Future income taxes	1,547	—	682	—
Foreign currency translation adjustments		565	—	58	—
Other revenues		—	3,023	—	2,835
Income taxes		—	702	—	664
Net income		—	2,321	—	2,171
Earnings per share
	Basic		0.010		0.010
	Diluted		0.010		0.010

F-14

c) Stock-based compensation

        On June 1, 2002, the Company adopted the recommendations of Section 3870 of the Canadian Institute of Chartered Accountants ("CICA") Handbook related to stock-based compensation and other stock-based payments. Subsequently, on June 1, 2003, the Company prospectively adopted the new recommendations of Section 3870 of the CICA Handbook. Under these new recommendations, stock-based compensations are to be recorded under the fair value method. According to that method, awards of stock options are measured on their date of grant using the fair value based method. They are expensed and credited to contributed surplus over their vesting period. This credit is reclassified to capital stock when stock options are exercised. The impact of these recommendations was to decrease the net earnings and to increase contributed surplus by $188,000 for the year ended May 31, 2004.

        Prior to June 1, 2003, the Company accounted for stock-based compensation by measuring compensation cost for employee stock options as the excess, if any, of the quoted market price of the Class A subordinate voting shares at the date of grant over the amount an employee must pay to acquire these shares. Besides, for the options granted during the year ended May 31, 2003, the Company includes in the notes to the consolidated financial statements pro forma disclosures of net income and earnings per share as if the fair value method of accounting had been applied (see Note 15). Any consideration paid on exercise of stock options or purchase of stock is credited to capital stock.

d) Impairment of long-lived assets

        On June 1, 2003, the Company adopted the new recommendations of Section 3063 of the CICA Handbook entitled "Impairment of Long-lived Assets". This section sets out standards for recognizing, measuring and reporting the impairment of long-lived assets. It supersedes the write-down provisions included in Section 3061, "Property, Plant and Equipment". This new section requires that the Company recognize an impairment loss for long-lived assets to be kept and used when events or changes in circumstances result in their carrying amount exceeding the sum of the undiscounted cash flows expected to result from their use and eventual disposition. The impairment loss is equivalent to the amount by which the asset's carrying amount exceeds its fair value. The application of these recommendations has no impact on net book value of capital assets.

e) Reporting drop shipment revenue net

        During the year ended May 31, 2003, the Company retroactively adopted the new recommendations of abstract 123 of Emerging Issues Committee of the CICA (EIC-123) entitled "Reporting revenue gross as a principal versus net as an agent". Under these recommendations, the Company is required to report its transactions resulting from merchandise shipped directly to the franchisees by the suppliers, but charged to the Company and recharged to the franchisees on a net basis. Previously, these transactions were reported gross in the sales and in the cost of goods sold. The impact of these recommendations is to decrease the sales and the cost of goods sold by $68,618,000 and $56,685,000 for the year ended May 31, 2003 and 2002 respectively. The application of these recommendations has no impact on the net income of the Company.

F-15

f) Earnings per share

        On June 1, 2001, the Company retroactively adopted the recommendations of Section 3500 of the CICA Handbook related to the disclosure of earnings per share. Under these recommendations, the Company is required to apply the treasury stock method to determine the dilutive effect of stock options instead of the "if-converted" method.

g) Intangible assets and goodwill

        On June 1, 2001, the Company prospectively adopted the recommendations of Section 3062 of the CICA Handbook related to goodwill and other intangible assets. Under the new Section, goodwill and other intangible assets with deemed indefinite lives are no longer amortized, but tested for impairment annually, or more frequently if changes in circumstances indicate a potential impairment.

        Transitional impairment tests on goodwill were performed in the year ended May 31, 2002 and no transitional loss was recognized as an adjustment to the retained earnings balance as at June 1, 2001.

Recent pronouncements

h) Generally accepted accounting principles

        In July 2003, the CICA issued Handbook Section 1100, "Generally Accepted Accounting Principles". This section establishes standards for financial reporting in accordance with Canadian GAAP, and provides guidance on sources to consult when selecting accounting policies and determining appropriate disclosures when a matter is not dealt with explicitly in the primary sources of Canadian GAAP. The Company will implement the new Section prospectively beginning on June 1, 2004. The standard will require the Company to record depreciation on its real estate segment buildings on a straight-line basis instead of on a compound interest basis. Due to the prospective nature of this change, there is no impact on the Company's consolidated financial statements as of the implementation date.

i) Consolidation of variable interest entities

        In June 2003, the CICA issued Accounting Guideline 15 (AcG-15), "Consolidation of Variable Interest Entities". This guideline addresses consolidation of variable interest entities (VIE) to which the usual condition for consolidation does not apply because the VIE have no voting interests or are otherwise not subject to control through ownership of voting interests. It requires existing unconsolidated VIE to be consolidated by the primary beneficiary. This guideline is expected to be effective for annual and interim periods beginning on or after November 1, 2004. The adoption of AcG-15 will not result in a material impact on the Company's financial position or results of operations.

F-16

3. Other revenues

	2004	2003	2002
	$ (restated)	$ (restated)	$ (restated)
Royalties	67,544	55,351	50,316
Rent	46,531	38,636	34,518
Sundry	35,804	28,770	25,018
	149,879	122,757	109,852

4. Amortization

	2004	2003	2002
	$	$	$
Capital assets	30,848	26,670	21,429
Intangible assets	6,763	8,522	5,361
Deferred costs	785	523	346
	38,396	35,715	27,136

5. Income taxes

      The Company's effective tax rate differs from the combined statutory rate. The difference is attributable to the following items:

		2004		2003		2002
		%		%		%
Combined statutory rate		34.0		36.0		37.8
Tax rate increase (decrease) resulting from:
	Income taxable at reduced rates	(3.0	)	(4.7	)	(4.3	)
	Input credits deducted for tax purposes	—		(0.6	)	—
	Other	0.6		(0.2	)	—
		31.6		30.5		33.5

		2004		2003	2002
		$		$	$
Provision for income taxes is as follows:
	Current taxes	74,687		28,919	48,359
	Future taxes	(13,616	)	17,177	(4,593	)
		61,071		46,096	43,766

F-17

        Future income tax assets and liabilities are as follows:

	2004	2003
	$ (restated)	$ (restated)
Future income tax assets:
Inventories	3,508	4,967
Capital assets	11,289	9,910
Intangible assets, goodwill and incentives paid to franchisees	5,621	8,605
Current liabilities	4,611	4,138
Deferred revenues and deferred lease obligations	1,188	1,940
Capital stock issuance expenses	288	614
Other	2,832	1,715
	29,337	31,889

	2004		2003
	$ (restated)		$ (restated)
Future income tax liabilities:
Current liabilities	—		16,132
Capital assets	6,787		6,448
Other	991		106
	7,778		22,686
Future income tax assets, net	21,559		9,203
As follows:
Short-term future income tax asset (1)	10,220		9,366
Long-term future income tax asset (Note 10)	14,382		18,420
Short-term future income tax liability (2)	—		(15,384	)
Long-term future income tax liability (Note 13)	(3,043	)	(3,199	)
	21,559		9,203

(1)

Included in prepaid expenses and other current assets.

(2)

Included in accounts payable and accrued liabilities

F-18

6. Earnings per share

      The reconciliation of the numbers of shares used to calculate the diluted earnings per share, considering the September 25, 2002 stock split, is established as follows:

	2004	2003	2002
Weighted average number of shares used to compute basic earnings per share	226,812,864	226,052,767	225,175,874
Dilution effect	1,204,894	1,637,382	2,091,616
Weighted average number of shares used to compute diluted earnings per share	228,017,758	227,690,149	227,267,490

7. Investments

	2004	2003
	$	$
Loans, advances and long-term operating receivables from franchisees, variable interest, some of which carry repayment terms until 2015 and are renewable (net of a provision for losses of $1,153,000; 2003 — $882,000)	24,380	20,611
Others	2,920	2,848
	27,300	23,459
Current portion (included in acounts receivable)	6,002	7,870
	21,298	15,589

        During the year, a $447,000 bad debt expense has been accounted for in respect of these receivables (2003 — $383,000 and 2002 — nil.)

F-19

8. Capital assets

	2004
	Cost	Accumulated amortization	Net book value
	$	$	$
Land	67,532	—	67,532
Land held for leasing	62,445	—	62,445
Buildings	170,013	28,117	141,896
Buildings held for leasing	164,796	19,808	144,988
Furniture and equipment	66,086	36,977	29,109
Computer equipment and software	50,855	37,622	13,233
Leasehold improvements	121,032	44,727	76,305
Vehicles	2,960	1,954	1,006
Computer equipment and software under capital leases	2,888	1,921	967
Construction in progress	6,693	—	6,693
	715,300	171,126	544,174

	2003
	Cost	Accumulated amortization	Net book value
	$	$	$
Land	67,366	—	67,366
Land held for leasing	58,448	—	58,448
Buildings	165,851	22,888	142,963
Buildings held for leasing	146,061	17,335	128,726
Furniture and equipment	58,231	31,621	26,610
Computer equipment and software	45,445	31,815	13,630
Leasehold improvements	92,078	34,594	57,484
Vehicles	3,009	1,865	1,144
Computer equipment and software under capital leases	2,878	1,424	1,454
Construction in progress	4,416	—	4,416
	643,783	141,542	502,241

F-20

9. Intangible assets and goodwill

      Intangible assets and goodwill are detailed as follows:

	2004
	Cost	Accumulated amortization	Net book value
	$	$	$
Goodwill	95,330	—	95,330
Prescription files	42,087	26,186	15,901
Non-compete agreements	5,231	3,820	1,411
Leasehold interests	4,751	2,786	1,965
	147,399	32,792	114,607

	2003
	Cost	Accumulated amortization	Net book value
	$	$	$
Goodwill	94,098	—	94,098
Prescription files	36,073	20,359	15,714
Non-compete agreements	4,161	3,145	1,016
Leasehold interests	5,578	3,050	2,528
	139,910	26,554	113,356

        The Company acquired intangible assets for an amount of $6,746,000 during the year
(2003 — $2,183,000).

        The changes in the book value of goodwill are as follows:

	2004
	Franchising	Retail sales	Total
	$	$	$
Balance, beginning of year	14,605	79,493	94,098
Acquisition (Note 20)	1,165	—	1,165
Foreign currency translation adjustments	67	—	67
Balance, end of year	15,837	79,493	95,330

F-21

	2003
	Franchising	Retail sales	Total
	$	$	$
Balance, beginning of year	13,116	78,765	91,881
Acquisition and purchase price adjustment (Note 20)	—	728	728
Foreign currency translation adjustments	1,489	—	1,489
Balance, end of year	14,605	79,493	94,098

10. Other long-term assets

	2004	2003
	$	$
Incentives paid to franchisees, net	18,002	16,684
Future income taxes	14,382	18,420
Deferred costs, net	2,616	3,235
Deposits on acquisition of assets	234	331
	35,234	38,670

11. Bank overdraft and bank loans

	2004	2003
	$	$
Bank overdraft	—	8,273
Bank loans	15,000	47,682
	15,000	55,955

        The Company has authorized lines of credit that are renewable annually and bear interest at a rate based on the prime rate of 3.75% as of May 31, 2004 (2003 — 5%) or LIBOR plus a variable margin (1.875% and 2.38% as of May 31, 2004 and 2003 respectively). The authorized lines of credit are as follows:

	2004		2003
	CAN	US	CAN	US
	$	$	$	$
Canadian dollar loan	75,000	—	75,000	—
American dollar loan	—	60,000	—	60,000
Letters of credit	—	15,000	—	15,000
Issued letters of credit	—	7,091	—	4,888

        Under the terms of the credit agreements, the Company must satisfy certain restrictive covenants as to minimum financial ratios and must satisfy certain conditions. (See Note 25 on subsequent events).

F-22

        In accordance with the credit agreement relative to Canadian operations, the Company may not give its short-term assets relative to these operations, nor the shares of its American subsidiaries as security to other creditors.

        In accordance with the credit agreement relative to the United States operations, the Company gave the accounts receivable and inventories of its American subsidiaries as security to its creditors, but may not give its capital assets, except for an amount of $10,000,000 as security to other creditors.

12. Long-term debt

	2004	2003
	$	$
Term loan bearing interest at LIBOR rate plus a variable margin (2.125% and 2.375% as of May 31, 2004 and 2003 respectively), repayable by quarterly instalments of $5,000,000 and subject to the same terms and conditions as the credit agreement relative to United States operations(1)	185,000	205,000
Loans, secured by real estate having a net book value of $12,540,000 (2003 — $13,485,000), repayable by maximum monthly combined instalments of $71,000 including principal and interest at rates varying from 6.7% to 7.85% and the balance in December 2007	6,066	6,450
Computer equipment and software capital leases, repayable through May 2008 in maximum monthly combined instalments of $40,000 (2003 — $52,000) including interest calculated at rates varying from 4.55% to 6.55%, with purchase options of $178,000 (2003 — $241,000) at maturity	1,109	1,623
	192,175	213,073
Current portion	22,566	20,919
	169,609	192,154

(1)

This loan was refinanced on July 31, 2004, as mentioned in Note 25 on subsequent events.

        Repayments to be made during the forthcoming years of the following table take into account the financing arrangements described in Note 25 on subsequent events.

	Long-term debt	Capital leases
	Principal	Principal	Interest
	$	$	$
2005	22,123	443	47
2006	48,928	331	26
2007	61,904	213	10
2008	76,862	122	3
2009	57,875	—	—

F-23

13. Other long-term liabilities

	2004	2003
	$	$
Deferred revenues	1,242	1,772
Deferred lease obligations	5,541	6,338
Future income taxes	3,043	3,199
	9,826	11,309

14. Capital stock

        Authorized, unlimited number:

        Class A subordinate voting shares, participating, one vote per share, exchangeable, at the option of the holder, for the same number of Class B shares in the event of a take-over bid being made in respect to Class B shares, without par value, dividend declared in Canadian dollars.

        Class B shares, participating, ten votes per share, exchangeable for Class A subordinate voting shares on the basis of one Class A subordinate voting share for one Class B share, without par value, dividend declared in Canadian dollars.

        Class C shares, to be issued in one or more series subject to rights, privileges, conditions and restrictions to be determined, non-participating, non voting, without par value.

        Changes that occurred on Class A subordinate voting shares are presented as follows:

	2004		2003
	Shares	$	Shares	$
Outstanding shares, beginning of year	102,569,550	143,062	50,858,940	139,105
Stock split on September 25, 2002	—	—	50,858,940	—
Class B shares exchanged for an equal number of Class A subordinate voting shares	3,750,000	—	—	—
Options exercised	353,960	1,932	851,670	3,957
Outstanding shares, end of year	106,673,510	144,994	102,569,550	143,062

        Changes that occurred on Class B shares are presented as follows:

	2004			2003
	Shares		$	Shares	$
Outstanding shares, beginning of year	124,000,000		2	62,000,000	2
Stock split on September 25, 2002	—		—	62,000,000	—
Class B shares exchanged fo an equal number of Class A subordinate voting shares	(3,750,000	)	—	—	—
Outstanding shares, end of year	120,250,000		2	124,000,000	2

F-24

15.    Stock-based compensation plan

        The Company has a fixed stock option plan. Under the 1995 executive officers Stock Option Plan, the Company may grant options to those employees totalling up to 8 million Class A subordinate voting shares. Under the plan, the exercise price of each option equals the closing market price of the Company's stock at the Toronto Stock Exchange on the date of grant, and an option's maximum term is 10 years. Granted options vest annually by increments of 20%.

        Changes that occurred in the number of options, considering the September 25, 2002 stock split, are presented as follows:

	2004			2003
	Number of options		Weighted average exercise price	Number of options		Weighted average exercise price
			CAN$			CAN$
Options outstanding, beginning of year	2,956,790		9.10	3,552,360		7.98
Options granted	331,600		17.02	256,100		14.49
Options exercised	(353,960	)	7.46	(851,670	)	6.95
Options cancelled	(27,340	)	14.75	—		—
Options outstanding, end of year	2,907,090		10.15	2,956,790		9.10
Options exercisable, end of year	2,171,258		8.75	1,518,102		8.35

	2002
	Number of options		Weighted average exercice price
			CAN$
Options outstanding, beginning of year	4,165,920		7.08
Options granted	344,400		13.00
Options exercised	(957,960	)	5.90
Options outstanding, end of year	3,552,360		7.98
Options exercisable, end of year	1,414,504		7.47

F-25

        The following table summarizes information about the fixed stock options outstanding at May 31, 2004:

		Options outstanding	Options exercisable
Exercise price	Number of options	Weighted average remaining contractual life	Number of options
CAN $		years
2.18	44,250	0.9	44,250
2.30	10,000	2.5	10,000
4.24	7,000	3.5	7,000
7.01	1,136,800	5.5	1,136,800
8.85	580,640	6.3	440,240
9.37	230,000	6.5	179,408
13.00	325,400	7.5	190,680
15.99	22,400	9.7	4,480
16.80	267,100	9.5	53,420
17.49	241,400	8.5	96,560
18.95	42,100	9.9	8,420
	2,907,090		2,171,258

        Had compensation cost been determined using the fair value based method at the date of grant for awards granted during the year ended May 31, 2003, the Company's pro forma net income, net earnings per share and diluted earnings per share would have been as presented in the table below.

		2004	2003
		$	$
Net income as reported		132,683	104,784
Pro forma impact		281	186
Pro forma net income		132,964	104,970
Pro forma net earnings per share
	Basic	0.59	0.46
	Diluted	0.58	0.46

F-26

        The following data represents the weighted average assumptions used in the stock options valuation in accordance with the Black-Scholes model:

	2004	2003
	%	%
Dividend yield	0.73	0.70
Expected volatility	28.20	27.00
Risk-free interest rate	4.19	4.75
Expected life (years)	6	6

        During the year ended May 31, 2004, the Company granted 331,600 stock options. The weighted average fair value of those options is CAN$5.61. Therefore, an amount of $188,000 was expensed for the stock option plan and the equivalent adjustment was made to contributed surplus.

16.    Foreign currency translation adjustments

        These adjustments represent unrealized gains (loss) pursuant to the translation of the financial statements of the Company and the Company's self-sustaining Canadian subsidiaries. The variation of this item is due to the fluctuation of the exchange rate during the year and to the increase or reduction in the net investment in subsidiaries.

17.    Guarantees and contingencies

Guarantees

        The Company has guaranteed the reimbursement of certain bank loans contracted by franchisees for a maximum amount of $8,775,000 (2003 — $12,855,000). As at May 31, 2004, these loans amount to approximately $8,755,000 (2003 — $11,926,000). Most of those guarantees apply to loans with a maximum maturity of eight years. Those loans are also personally guaranteed by the franchisees.

Buyback agreements

        Under buyback agreements, the Company is committed to financial institutions to purchase the inventories of some of its franchisees up to the amount of advances made by those financial institutions to the franchisees. As of May 31, 2004, financing related to these inventories amounted to approximately $54,242,000 (2003 — $48,406,000). However, under these agreements, the Company is not committed to cover any deficit that may arise should the value of these inventories be less than the amount of the advances.

        Under buyback agreements, the Company is committed to financial institutions, to purchase equipment held by franchisees and financed by capital leases not exceeding five years and loans not exceeding eight years. For capital leases, the buyback value is linked to the net balance of the lease at the date of the buyback. For equipment financed by bank loans, the minimum buyback value is set by contract with the financial institutions. As at May 31, 2004, financing related to the equipment amounts to approximately $20,998,000 (2003 — $21,775,000). However, it is the opinion of management that the realizable value of the assets cannot be lower than the eventual amount of the buyback.

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        The Company did not record any liability with respect to these guarantees in its financial statements for the years ended May 31, 2004 and 2003.

Contingencies

        Various claims and legal proceedings have been initiated against the Company in the normal course of its operating activities. Although the outcome of these proceedings cannot be determined with certainty, management estimates that any payments resulting from their outcome are not likely to have a substantial negative impact on the Company's results and financial position.

18.    Commitments

        The balance of the commitments under the terms of building and vehicle operating leases maturing in 2022 totals $283,292,000. Minimum payments payable over the next five years are as follows:

	$
2005	44,629
2006	39,104
2007	34,385
2008	28,908
2009	23,657

        Under the terms of building leases and subleases, the Company will receive, up to the year 2022, minimum payments totalling $227,489,000. This amount takes into account the renewal of subleases at the same terms and conditions as the lease agreements.

        The Company concluded agreements with suppliers under which it is committed to purchase a minimium of $45,246,000 until 2005.

        The Company has commitments with contractors for the construction of buildings amounting to $4,493,000.

19.    Pension plans

        The Company offers defined benefit and defined contribution pension plans providing pension benefits to its employees.

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        The defined benefit and defined contribution plans expenses are as follows:

		2004		2003		2002
		$		$		$
Defined contribution plan		2,541		2,356		1,143
Defined benefit plans
	Current service costs	439		395		330
	Interest expense	540		421		364
	Expected return on plan assets	(315	)	(190	)	(114	)
	Amortization of past service cost	1,456		547		490
	Net actuarial loss	1		68		(15	)
Benefit plans expenses		2,121		1,241		1,055

        Information about the Company's defined benefit plans is as follows:

		2004		2003
		$		$
Accrued benefit obligations
	Balance, beginning of year	8,396		6,823
	Current service cost	439		395
	Interest expense	540		421
	Past service cost	(2,550	)	—
	Actuarial gains	(225	)	(99	)
	Foreign currency translation adjustments	59		856
Balance, end of year		6,659		8,396

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		2004		2003
Plan assets
	Fair value, beginning of year	2,297		1,476
	Actual return on plan assets	87		22
	Employer contributions	3,256		565
	Benefits paid	(2,550	)	—
	Foreign currency translation adjustments	(6	)	234
Fair value, end of year		3,084		2,297
Accrued benefit obligations		6,659		8,396
Plan assets		(3,084	)	(2,297	)
		3,575		6,099
Unamortized past service cost		2,650		4,067
Accrued benefit liability (included in accounts payable and accrued liabilities)		925		2,032

        The main actuarial assumptions adopted in measuring the Company's accrued benefit obligations are as follows:

	2004	2003	2002
	%	%	%
Discount rate	6.00	6.00	6.00
Expected long-term rate of return on plan assets	6.75	6.75	6.75
Rate of compensation increase	4.00	4.00	4.00

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20. Business acquisitions

Pharmasave

        During the second quarter of 2003-2004, the Company purchased the shares of three drugstores operating in Ontario under the "Pharmasavae" banner. The acquisitions has been accounted for under the purchase method and the results of operations have been included in the consolidated financial statements since the acquisition date.

Purchase price allocation:

			2004
			$
Net assets acquired:
	Non-cash working capital		850
	Capital assets		287
	Intangible assets
		Prescription files	1,934
		Non-compete agreements	577
	Goodwill		1,165
	Future income tax liabilities		(903	)
	Non-cash assets acquired		3,910
	Cash and cash equivalents		117
	Net assets acquired		4,027
	Cash consideration		4,027

Osco

        On December 5, 2001, the Company entered into an agreement to purchase the assets of 80 retail drug stores operating under the "OSCO" banner and five drug store development projects located in the northeastern United States ("OSCO"). The acquisition of OSCO has been accounted for under the purchase method. The results of OSCO operations have been included in the consolidated financial statements of the Company as of its acquisition date in January 2002.

        During the year ended May 31, 2003, the Company completed the final purchase price allocation of OSCO, resulting in a net increase in goodwill of $578,000 from the amount initially recorded. The goodwill adjustments related to the finalization of the provision for store closures which resulted in the decision to keep certain OSCO stores open, the inclusion of deferred lease obligations related to unfavourable leases, the settlement of a legal dispute with the seller resulting in net proceeds of $967,000, which has been reflected as a reduction of the purchase price, and other adjustments that relate primarily to future income taxes.

F-31

Osco

Purchase price allocation:

			2003 final		2002 initial
			$		$
Net assets acquired:
	Non-cash working capital		61,923		57,012
	Capital assets		105,649		105,649
	Future income tax assets		3,629		4,494
	Intangible assets:
		Prescription files	15,750		15,750
		Non-compete agreements	607		607
		Leasehold interest	2,660		2,660
	Goodwill (tax deductible, $47,000)		55,117		54,540
	Deferred lease obligations		(5,590	)	—
Non-cash assets acquired			239,745		240,712
Cash and cash equivalents			200		200
Net assets acquired			239,945		240,912
Cash considerations			239,945		240,912

21. Related party transactions

        The Company entered into the following transactions with enterprises controlled by shareholders having a significant influence over the Company:

		2004	2003	2002
		$	$	$
Revenues
	Sales	15,719	15,725	27,116
	Royalties	672	864	1,596
	Rent	1,294	982	952
	Sundry	298	903	827
		17,983	18,474	30,491

        As at May 31, 2004, accounts receivable include an amount of $807,000 (2003 — $951,000) resulting from these transactions. These transactions are carried out in the ordinary course of business and are measured at the exchange amount.

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22. Financial instruments

Fair value

        The fair value of cash, receivables, bank overdraft and bank loans, accounts payable and accrued liabilities approximates their book value because of their forthcoming maturity.

        The fair value of loans, advances and long-term receivables from franchisees was not determined, since these balances result from transactions carried out in the context of privileged commercial relationships and under terms and conditions that may differ from those that could be negotiated with non-franchisees.

        The fair value of the long-term debt, obtained by discounting contractual cash flows at the interest rates in effect for debts having similar characteristics, approximates its book value.

        The interest rate swap agreements have a negative fair value of $3,685,000 (2003 — $9,850,000).

Interest rate risk

Interest rate swap agreements

        The Company enters into interest rate swap agrements in order to reduce the impact of fluctuating interest rates on a portion of its long-term debt. These swaps require the periodic exchange of payments without the exchange of the notional principal amount on which the payments are based. The Company designates these interest rate swap agreements as hedges of the underlying debt. Interest expense on the debt is adjusted to include the payments made or received under the interest rate swaps designated as hedges.

        These agreements are detailed as follows:

	2004
	US	Interest
	$	%
Agreement maturing in January 2005	185,000	4.34

	2003
	US	Interest
	$	%
Agreement maturing in June 2003	60,000	5.175
Agreement maturing in January 2005	145,000	4.34
	205,000

Credit risk

        The Company's exposure to concentrations of credit risk is limited. It arises mostly from accounts receivable, loans, advances and long-term operating receivables from franchisees. The non-collection risk is reduced by the fact that accounts receivable are generated by a large diversity of customers. Besides, the financial positions of the franchisees to whom the Company grants loans, advances and long-term operating receivables is analysed in detail regularly.

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23. Supplemental cash flow information

Net changes in non-cash asset and liability items

        The net changes in non-cash asset and liability items are detailed as follows:

	2004		2003		2002
	$ (restated)		$ (restated)		$ (restated)
Accounts receivable, prepaid expenses and other current assets	4,851		(59,743	)	(44,723	)
Inventories	(35,718	)	(20,720	)	(111,526	)
Accounts payable, accrued liabilities and income taxes payable	55,088		19,576		56,266
Other items	(125	)	3,497		56,838
Net changes in non-cash asset and liability items	24,096		(57,390	)	(43,145	)

Other information

	2004	2003	2002
	$ (restated)	$ (restated)	$ (restated)
Capital assets acquired through capital leases	—	540	497
Interest paid	14,138	16,526	8,543
Income taxes paid	38,124	38,000	51,954

24. Comparative figures

        Certain comparative figures have been reclassified to conform with the presentation adopted in 2004.

25. Subsequent events

The Eckerd acquisition

        On July 31, 2004, the Company acquired the shares of three subsidiaries of TDI Consolidated Corporation, a wholly-owned subsidiary of J.C. Penney Corporation, Inc., that own 1,549 outlets of the Eckerd drugstore chain located throughout 13 states in the northeastern, mid-Atlantic and southeastern United States for a purchase price of $2.375 billion, plus preliminary closing adjustments of $112.5 million. The purchase price, together with the transaction costs estimated at $35.0 million and the repayment of existing debts totaling $195.0 million at the date of acquisition, has been financed through:

        Debt financing consisting of secured first rank credit facilities in the amount of $1.7 billion as follows:

a five-year revolving facility of $350 million bearing interest at variable interest rates

a five-year term loan facility of $250 million bearing interest at variable interest rates, and

a seven-year term loan facility of $1.1 billion bearing interest at variable interest rates

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$1.2 billion Notes offering comprised of:

$350 million of unsecured senior notes, bearing interest at 7.625% and maturing on August 1,    2012, and

$850 million of unsecured senior subordinated notes, bearing interest at 8.5% and maturing on    August 1, 2014

        Public offering of 33,350,000 new Class A subordinate voting shares issued for gross proceeds of $438 million.

        The preliminary allocation of the purchase price that follows was established based on information available and on the basis of preliminary evaluations. This allocation is subject to changes should new information become available and when the strategies of integration and restructuring of assets have been completed.

		Millions of dollars
Net assets acquired
	Non-cash working capital (1)	686.7
	Capital assets	860.7
	Intangible assets	775.4
	Goodwill	594.0
	Future income tax liabilities	(250.0	)
	Other liabilities	(148.4	)
Non-cash assets acquired		2,518.4
Cash and cash equivalents		4.1
Net assets acquired		2,522.5
Cash considerations		2,522.5

(1)

including short-term portion of future income tax liability, provision for write-down of inventory and accrued exit costs and termination benefits in the amount of $122.0 million, $25.0 million and $25.0 million, respectively.

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26.    Reconciliation of results reported in accordance with Canadian GAAP to United States GAAP and other supplementary United States GAAP disclosures

        These consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"), which differ, in certain material respects from generally accepted accounting principles in the United States ("U.S. GAAP"). While the information presented below is not a comprehensive summary of all differences between Canadian GAAP and U.S. GAAP, other differences are considered unlikely to have a significant impact on the consolidated net income and shareholders' equity of the Company.

        All material differences between Canadian GAAP and U.S. GAAP and the effect on net income and shareholders' equity are presented in the following tables with an explanation of the adjustments.

Reconciliation of net income

		2004		2003		2002
		$		$		$
Net income — Canadian GAAP		132,683		104,784		86,874
Adjustment in respect of Amortization (a)		(2,129	)	(1,715	)	(1,268	)
Adjustment in respect of supplier rebates and other supplier payments (b)		—		(2,043	)	102
	Tax effect of above adjustments	689		1,225		352
Net income — U.S. GAAP		131,243		102,251		86,060
Other comprehensive income (loss) items
	Cumulative translation adjustments, net of tax (d)	841		31,315		797
	Cumulative translation adjustments amortization, net of tax (d)	(2	)	(714	)	(80	)
	Changes in fair value on derivatives, net of tax (c)	(6	)	(7,544	)	(2,478	)
	Reclassification of realized gain on derivatives to the income statement (c)	4,014		3,619		—
Comprehensive income (loss)		4,847		26,676		(1,761	)
Earnings per share — U.S. GAAP
	Basic	0.58		0.45		0.38
	Diluted	0.58		0.45		0.38

Statement of accumulated other comprehensive income (loss)

		2004		2003		2002
		$		$		$
Accumulated other comprehensive income items
	Cumulative translation adjustments, net of tax (c)	(293	)	(1,134	)	(32,449	)
	Cumulative translation adjustments on amortization, net of tax (c)	(641	)	(639	)	75
	Cumulative changes in fair value of derivatives, net of reclassification or gain (loss) to the income statements and net of tax (b)	(2,395	)	(6,403	)	(2,478	)
Accumulated other comprehensive income (loss) items		(3,329	)	(8,176	)	(34,852	)

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Reconciliation of total shareholders' equity

		2004		2003		2002
		$		$		$
Shareholders' equity — Canadian GAAP		853,443		738,078		615,829
Adjustments in respect of:
	Amortization (a)	(13,308	)	(11,179	)	(9,464	)
	Supplier rebates and other supplier payments (b)	—		—		2,043
	Tax effect of above adjustments	4,622		3,933		2,708
	Cumulative translation adjustments, net of tax (d)	293		1,134		32,449
	Accumulated comprehensive income (loss)	(3,329	)	(8,176	)	(34,852	)
Shareholders' equity — U.S. GAAP		841,721		723,790		608,713

        The impact of differences between Canadian GAAP and U.S. GAAP on consolidated balance sheet and consolidated statements of income items is as follows:

Consolidated balance sheets items

	2004		2003
	Canadian GAAP	U.S. GAAP	Canadian GAAP	U.S. GAAP
	$	$	$	$
Assets
Capital assets (a)	544,174	529,888	502,241	490,089
Other long-term assets	35,234	41,483	38,670	46,384
Liabilities
Derivative instrument liability (c)	—	3,685	—	9,850
Shareholders' equity	853,443	841,721	738,078	723,790

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Consolidated statements of income items

		2004		2003		2002
		Canadian GAAP	U.S. GAAP	Canadian GAAP	U.S. GAAP	Canadian GAAP	U.S. GAAP
		$	$	$	$	$	$
Sales (b)		2,893,088	2,893,088	2,523,912	2,523,912	2,098,091	2,093,699
Other revenues (b)		149,879	149,879	122,757	122,757	109,852	114,775
Expenses
	Cost of goods sold (b)	2,321,922	2,321,922	1,995,982	1,998,025	1,691,052	1,700,211
	General and operating expenses (b)	443,075	443,075	419,681	419,681	323,593	314,863
	Cost of rental revenue	31,285	31,285	26,554	26,554	24,622	24,622
	Amortization (a)	38,396	40,525	35,715	37,430	27,136	28,404
Income taxes		61,071	60,382	46,096	44,871	43,766	43,414
Rent expense included in general and operating expenses		29,977	29,977	30,075	30,075	24,755	24,755
Advertising expense included in:
	Cost of goods sold	4,777	4,777	1,729	1,729	1,428	1,428
	General and operating expenses	44,477	44,477	40,848	40,848	34,797	34,797

a) Amortization

        Under Canadian GAAP, the Company depreciates its building held for leasing using the compounded interest method. This method is not acceptable under U.S. GAAP. The Company records depreciation under U.S. GAAP for its building held for leasing using the straight-line method at a rate of 2.5%.

b) Supplier rebates and other supplier payments

        Effective June 1, 2004, the Company adopted for Canadian GAAP purposes, the provisions of the Emerging Issues Committee of the CICA Abstract 144 (EIC-144), "Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor". EIC-144 was applied retroactively to all financial statements presented for comparative purposes. Under US GAAP, the provisions of EITF No. 02-16, "Accounting by a Customer Including a Reseller for Certain Consideration Received from a Vendor" were applied effective January 1, 2003 as a cumulative effect catch-up adjustment.

c) Derivative financial instruments and hedging

        On June 1, 2001, the Company adopted the provisions of SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS 138, "Accounting for Certain Derivative

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Instruments and Certain Hedging Activities." This statement requires companies to record derivatives on the balance sheet as assets or liabilities measured at their fair value. Gains and losses resulting from changes in the values of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The adoption of SFAS 133 was not material to the Company's financial position or results of operations. The Company enters into interest swaps in order to fix the interest rate on a portion of its variable interest debt. These interest rate swaps are designated as cash flow hedges with changes in the fair value of those contracts recorded as component of other comprehensive income and subsequently recognized as interest expenses in the period in which the hedged exposure takes place.

        Under Canadian GAAP, changes in the fair value of those contracts are not recognized. Losses expected to be reclassified from other comprehensive income to the income statement, under US GAAP, for the year ending May 28, 2005 are estimated at $3,685,000.

d) Foreign currency translation adjustment

        Under Canadian GAAP, the Company gains and losses arising from the translation of the financial statements of the foreign operations are deferred in a "foreign currency translation adjustments" amount in shareholders' equity. Under US GAAP, foreign currency translation adjustments are presented as a component of comprehensive income under shareholders' equity.

e) Recent changes to U.S. accounting standards

SFAS No. 143

        In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, which is effective for fiscal years beginning after June 15, 2002. The Statement requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time that the obligations are incurred. Upon initial recognition of a liability, that cost should be capitalized as part of the related long-lived asset and allocated to expenses over the useful life of the asset. The adoption of this Statement did not have a material impact on the Company's consolidated results of operations or financial position.

SFAS No. 144

        The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," in August 2001. SFAS No. 144, which addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of, supersedes SFAS No. 121 and is effective for fiscal years beginning after December 15, 2001. The adoption of this Statement did not have a material impact on the Company's consolidated results of operations or financial position.

F-39

SFAS No. 146

        The Company adopted SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," effective January 1, 2003. This Statement nullifies existing guidance related to the accounting and reporting for costs associated with exit or disposal activities and requires that the fair value of a liability associated with an exit or disposal activity be recognized when the liability is incurred. Under previous guidance, certain exit costs were permitted to be accrued upon management's commitment to an exit plan, which is generally before an actual liability has been incurred. The adoption of this Statement did not have a material impact on the Company's consolidated results of operations or financial position.

SFAS No. 149

        In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments nd Hedging Activities." The Statement amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, for hedging relationships designated after June 30, 2003, and to certain preexisting contracts. The Company adopted SFAS No. 149 on July 1, 2003 on a prospective basis in accordance with the new statement. The adoption of SFAS No. 149 did not have a material impact on the Company's financial condition or results of operations.

SFAS No. 150

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with characteristics of both Liabilities and Equity." This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope as a liability or, in some circumstances, as an asset, with many such financial instruments having been previously classified as equity. The Company adopted SFAS No. 150 on September 1, 2003. The adoption of SFAS No. 150 did not have a material impact on the Company's financial condition or results of operations.

FIN 45

        The FASB issued in November 2002 Interpretation No. 45 "Guarantor's Accounting and Disclosure Requirements for Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 expands on the accounting guidance of SFAS Nos. 5, 57, and 107 and supersedes FIN 34. FIN 45 clarifies that a guarantor is required to disclose in its interim and annual financial statements its obligations under certain guarantees that it has issued, including the nature and terms of the guarantee, the maximum potential amount of future payments under the guarantee, the carrying amount, if any, for the guarantor's obligations under the guarantee, and the nature and extent of any recourse provisions or available collateral that would enable the guarantor to recover the amounts paid under the guarantee. FIN 45 also clarifies that for certain guarantees, a guarantor is required to recognize, at the inception of a guarantee, a liability for the obligation undertaken in issuing the guarantee.

        FIN 45 does not prescribe a specific approach for subsequently measuring the guarantor's recognized liability over the term of the related guarantee. The initial recognition and initial measurement provisions of FIN 45 apply on a prospective basis to certain guarantees issued or

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modified after December 31, 2002. The disclosure requirements in FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. The adoption of this Interpretation did not have a material impact on the Company's financial condition or results of operations.

FIN 46

        In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities—an Interpretation of ARB No. 51." The Interpretation addresses consolidation of variable interest entities ("VIEs") to which the usual condition for consolidation does not apply because the VIEs have no voting interests or otherwise are not subject to control through ownership of voting interests. It requires existing unconsolidated VIEs to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. In December 2003, the FASB revised FIN 46 ("FIN 46R"), which delayed the required implementation date for periods ending after March 15, 2004. The adoption of this Interpretation did not have a material impact on the Company's financial condition or results of operations.

f) Other supplementary US GAAP disclosures

Accounting for stock-based compensation

        Under U.S. GAAP, SFAS 123, "Accounting for Stock-based Compensation", establishes financial accounting and reporting standards for stock-based employee compensation plans as well as transactions in which an entity issues its equity instruments to acquire goods or services from non-employees. Effective June 1, 2003, the Company has adopted fair value accounting for stock-based compensation consistent with SFAS 123, using the prospective method with guidance provided by SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure". As a result, commencing with options granted after May 31, 2003, the Company expenses the fair value of stock options issued to employees over the related vesting period. Prior to June 1, 2003, the Company elected to account for its stock-based compensation plans using the intrinsic value method prescribed by APB No. 25, "Accounting for Stock Issued to Employees", as permitted by SFAS 123.

        Under the provisions of APB No. 25, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's common stock at the date of grant over the amount an employee must pay to acquire the stock. Accordingly, no compensation expense had been recognized for stock option awards granted prior to June 1, 2003 because the exercise price was at the fair market value of the Company's common stock on the grant date. The following table

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illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards in each period.

	2004		2003		2002
	$		$		$
Net earnings — U.S. GAAP, as reported	131,243		102,251		86,060
Add: Stock-based employee compensation expense included in reported net income	188		—		—
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards	(1,547	)	(2,139	)	(1,993	)
Pro forma net earnings	129,884		100,112		84,067
Basic earnings per share — U.S. GAAP, as reported	0.58		0.45		0.38
Pro forma earnings per share — Basic	0.57		0.44		0.37
Diluted earnings per share — U.S. GAAP as reported	0.58		0.45		0.38
Pro forma earnings per share — Diluted	0.57		0.44		0.37

        Under the provisions of SFAS 123, the pro forma disclosures above include the effects of stock options granted by the Company subsequent to the 1995 year-end. Under Canadian GAAP, pro forma disclosures similar to those above only include the effects of stock options granted by the Company during the year ended May 31, 2003.

Consolidated cash flows

        Under Canadian GAAP, a separate subtotal within operating activities is permitted. Under U.S. GAAP, such a subtotal would not be presented. In addition, under U.S. GAAP, bank overdraft must be presented as a financing activity.

Accounts receivable

        Accounts receivable at May 31, 2004 and May 31, 2003 are net of an allowance for doubtful accounts of approximately $6,208,000 and $4,481,000 respectively.

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Accounts payable

        Accounts payable comprise the following:

	2004	2003
	$	$
Trade accounts payable	150,817	143,514
Accrued payable	54,536	41,531
Future income taxes	—	15,384
Payroll related liabilities	25,953	31,477
	231,306	231,906

Intangible assets expected amortization disclosure

        The estimated intangible assets amortization expense for each of the next five years is as follows:

	$
	(unaudited)
2005	5,429
2006	3,944
2007	3,048
2008	2,077
2009	1,568

g) Employee future benefits

Description of assets

        The defined benefit pension plan is made of two parts:

Registered pension plan (basic plan)

Non registered plan (supplementary plan)

        Assets of the basic plan are held by individual trustees (retirement committee). The retirement committee uses two asset managers to invest the assets of the plan: one manager for contributions after January 1, 2000, and one manager for contributions prior to January 1, 2000.

        The supplementary plan is only partly funded and the funding is done through retirement compensation arrangements (RCA) as defined by the Canadian Income Tax Act. There are 3 RCA's to which we will refer as RCA1, RCA2 and RCA3.

        All RCA's are trust arrangements. Except RCA2, the assets of the RCA's are held by a trust Company; for RCA2 the employer is acting as the trustee. In each RCA, the assets are in two parts.

Invested assets

F-43

Refundable tax

        In RCA1, the invested assets are held by a trust Company and the management of the assets is done by a professional investment manager. In RCA2, the invested assets are held by a trust Company and the assets are invested in a balance pooled fund managed by the investment arm of the trust Company.

        In RCA2 there are no invested assets. An insured annuity has been purchased for 50% of the pension payable and the annuity contract is issued to The Jean Coutu Group (PJC) Inc.

        All the refundable tax is held by Revenue Canada

        Fund assets by category are as follows:

	Allocation
	As at May 31
				Target Allocation
	2004	2003	2002
	%	%	%	%
Cash, receivable and refundable tax	34	32	34	35
Fixed income and insured annuity	27	39	40	27
Equity funds	4	11	11	4
Balanced funds	35	18	15	34

Funding policy

        The basic plan is funded as required under the pension legislation and within the limits permitted for designated plans under the canadian income tax act. The past service is fully funded and the Company makes contributions required to fund the current service. The amount of contributions required is determined by actuarial valuations performed triennally. The latest valuation was performed as at December 31, 2002. According to that valuation, there was a deficit of $188,000 and that deficit has since been paid.

        According to the rules of the plan, the supplementary plan is partially funded as follows:

The benefits of a member must be fully funded at the time the member becomes entitled to benefits under the plan (termination of employment, retirement, death);

The Company contributions commence in the year the value of accruel benefits for a participant exceeds 1,5 times the salary of the member

The amount of the annual contribution is determined as the level annual amount required to accumulate the value of the benefits at the time the member becomes untitled to a normal pension (age 60) reduced by 1,5 times the projected salary of the member

The balance required for full funding is paid at the time the member becomes entitled to receive benefits under the plan.

F-44

Investment policy

        The investment of the assets under the basic plan is under the supervision of individual trustees (a retirement committee).

        The trustees use one investment manager for the contributions prior to January 1, 2000 and a different investment manager for the contributions after January 1, 2000. An investment strategy to maintain diversification of assets and low risk has been adopted by the committee and communicated to the managers.

        Some of the assets are invested in pooled funds. The performance of these pooled funds is monitored against similar industry funds. The investment of assets must comply with the legal requirements applicable to registered pension plans. Derivative financial instruments and securities of the Company and of its subsidiaries are not used.

        Approximately 50% of the assets of each of the RCA's used to fund the supplementary plan is made of refundable tax and refundable tax does not earn interest. Each of the RCA's used has its own investment policy for the other 50% of its assets.

        In one of the RCA's, the assets have been used to buy a lifetime pension plan from an insurance Company for the retired member. Another RCA invests the assets of a balanced pooled fund offered by the trust Company.

        The other RCA uses the services of an investment manager to invest the assets. The manager operates under an investment policy adopted by the trustees.

Expected rate of return on assets assumption

        According to the rules of the plan, the value of the benefits to be paid must be determined on the assumptions prescribed by the Canadian Institute of Actuaries for transfer values from registered pension plans.

        The expected net long term rate of return on plan assets is based on the rate prescribed for the ultimate period. Taking into account the current economic conditions, the historical difference in returns on fixed income and equity assets and the investment policy used, the rate used has been deemed reasonable. The expected net long term rate of return on plan assets is also used in the illustrations of projected benefits prepared annually for the employees covered by the plan.

        In determining the annual contribution required to fund the supplementary plan, it is taken into account the fact that there is no investment return on the portion (50%) of assets which is refundable tax.

Measurement date and assumptions

        The measurement date for the basic plan is December 31.

F-45

        The assumptions used to determine the benefit obligations and the benefit costs are those prescribed by the Canadian Income Tax regulations for designated plans. They have not changed since January 1, 2000 and they are as follows:

Discount rate	7.5	%
Expected long term net return on plan assets	7.5	%
Rate of compensation increase	5.5	%

        The measurement date for the supplementary plan is May 31. The assumptions used to determine the benefit obligations and the benefit costs have not been changed since January 1, 2000 and they are as follows:

Expected long term return on plan assets	6.75	%
Discount rate	6.00	%
Rate of compensation increase	4.00	%

Benefits expected to be paid over the next five years

	$
2005	484
2006	125
2007	125
2008	125
2009	407
2010-2014	3,662

Contributions expected to be paid during fiscal year 2005

        The best estimate of the Company's contributions expected to be paid for the defined benefit pension plan during the year ending May 28, 2005 is $727,000.

h) Subsidiary guarantors

        The consolidated information below has been presented in accordance with the requirements of the Securities and Exchange Commission for guarantor financial statements. The Company's Senior Notes due 2012 and Senior Subordinated Notes due 2014 will be guaranteed by The Jean Coutu Group (PJC) Inc., and all subsidiaries of the Company (the "Subsidiary Guarantors"). The accompanying consolidated financial information as at May 31, 2004 and May 31, 2003 and for each of the years included in the three-year period ended May 31, 2004 has been prepared in accordance with US GAAP. Each Subsidiary Guarantor is wholly-owned by the Company. All guarantees are full and unconditional, and joint and several (to the extent permitted by applicable law).

F-46

		As at May 31, 2004
		The Jean Coutu Group (PJC) Inc.		Subsidiary guarantors		Adjustments and eliminations		Consolidated
		$		$		$		$
Assets
Current assets
	Cash	—		24,932		(10,378	)	14,554
	Accounts receivable	99,031		100,518		(33	)	199,516
	Inventories	67,948		323,968		—		391,916
	Prepaid expenses and other current assets	2,628		19,870		(43	)	22,455
		169,607		469,288		(10,454	)	628,441
Investments		452,706		565		(431,973	)	21,298
Capital assets		220,177		309,711		—		529,888
Intangible assets and goodwill		14,625		99,953		29		114,607
Other long-term assets		24,807		16,676		—		41,483
		881,922		896,193		(442,398	)	1,335,717
Liabilities
Current liabilities
	Bank overdraft and bank loans	10,378		15,000		(10,378	)	15,000
	Accounts payable and accrued liabilities	83,505		250,897		(99,411	)	234,991
	Income taxes payable	42,047		—		(43	)	42,004
	Current portion of long-term debt	1,816		20,750		—		22,566
		137,746		286,647		(109,832	)	314,561
Long-term debt		5,357		164,252		—		169,609
Other long-term liabilities		2,212		7,614		—		9,826
		145,315		458,513		(109,832	)	493,996
Shareholders' equity
	Capital stock	144,996		301,574		(301,574	)	144,996
	Contributed surplus	188		—		—		188
	Retained earnings	591,638		139,220		(30,992	)	699,866
	Accumulated other comprensive income	(215	)	(3,114	)	—		(3,329	)
		736,607		437,680		(332,566	)	841,721
		881,922		896,193		(442,398	)	1,335,717

F-47

		For the year ended May 31, 2004
		The Jean Coutu Group (PJC) Inc.	Subsidiary guarantors	Adjustments and eliminations		Consolidated
		$	$	$		$
Sales		1,079,419	1,814,470	(801	)	2,893,088
Other revenues		147,147	19,771	(17,039	)	149,879
		1,226,566	1,834,241	(17,840	)	3,042,967
Operating expenses
	Cost of goods sold	976,825	1,345,788	(691	)	2,321,922
	General and operating expenses	106,340	372,345	(4,325	)	474,360
	Amortization	7,969	32,556	—		40,525
		1,091,134	1,750,689	(5,016	)	2,836,807
Operating income		135,432	83,552	(12,824	)	206,160
	Interest on long-term debt	65	11,687	—		11,752
	Other interest	483	2,862	(562	)	2,783
		548	14,549	(562	)	14,535
Income before income taxes		134,884	69,003	(12,262	)	191,625
Income taxes		34,660	25,722	—		60,382
Net income		100,224	43,281	(12,262	)	131,243

F-48

		For the year ended May 31, 2004
		The Jean Coutu Group (PJC) Inc.		Subsidiary guarantors		Adjustments and eliminations		Consolidated
		$		$		$		$
Operating activities
Net income (loss)		100,224		43,281		(12,262	)	131,243
Items not affecting cash
	Amortization	7,969		32,556		—		40,525
	Amortization of incentives paid to franchisees	3,037		—		—		3,037
	Amortization of deferred financing fees	—		1,161		—		1,161
	Gain on disposal of assets	91		(5	)	—		86
	Future income taxes	(15,981	)	1,676		—		(14,305	)
	Stock-based compensation	188		—		—		188
	Share in income of companies subject to significant influence	(11,243	)	—		11,154		(89	)
		84,285		78,669		(1,108	)	161,846
Net changes in non-cash asset and liability items		52,940		(27,878	)	(966	)	24,096
		137,225		50,791		(2,074	)	185,942
Investing activities
	Business acquisitions	—		(3,910	)	—		(3,910	)
	Investments	(1,932	)	(3,737	)	—		(5,669	)
	Purchase of capital assets	(30,421	)	(43,619	)	—		(74,040	)
	Proceeds from the disposal of capital assets	1,637		14		—		1,651
	Intangible assets	—		(4,235	)	—		(4,235	)
	Other long-term assets	(5,510	)	(61	)	—		(5,571	)
		(36,226	)	(55,548	)	—		(91,774	)
Financing activities
	Changes in advances to subsidiary companies	(69,303	)	69,303		—		—
	Changes in bank loans	(7,008	)	(25,389	)	—		(32,397	)
	Change in long-term debt	(832	)	(20,456	)	—		(21,288	)
	Issuance of capital stock	1,932		—		—		1,932
	Dividends	(20,279	)	(967	)	967		(20,279	)
		(95,490	)	22,491		967		(72,032	)
Foreign currency translation adjustments		(1,372	)	956		1,107		691
Increase in cash and cash equivalents		4,137		18,690		—		22,827
Cash (bank overdraft), beginning of period		(14,515	)	6,242		—		(8,273	)
Cash (bank overdraft), end of period		(10,378	)	24,932		—		14,554
Additional cash flow information
	Interest paid	902		13,236		—		14,138
	Income taxes paid	12,222		25,902		—		38,124

F-49

		As at May 31, 2003
		The Jean Coutu Group (PJC) Inc.		Subsidiary guarantors		Adjustments and eliminations		Consolidated
		$		$		$		$
Assets
Current assets
	Accounts receivable	124,012		85,041		(1,219	)	207,834
	Inventories	55,911		300,287		—		356,198
	Prepaid expenses and other current assets	3,720		14,412		—		18,132
		183,643		399,740		(1,219	)	582,164
Investments		367,031		—		(351,442	)	15,589
Capital assets		198,774		291,315		—		490,089
Intangible assets and goodwill		14,576		98,750		30		113,356
Other long-term assets		23,682		22,702		—		46,384
		787,706		812,507		(352,631	)	1,247,582
Liabilities
Current liabilities
	Bank overdraft and bank loans	21,808		34,147		—		55,955
	Accounts payable and accrued liabilities	99,849		173,130		(31,223	)	241,756
	Income taxes payable	635		1,064		—		1,699
	Current portion of long-term debt	811		20,108		—		20,919
		123,103		228,449		(31,223	)	320,329
Long-term debt		7,154		185,000		—		192,154
Other long-term liabilities		3,199		8,110		—		11,309
		133,456		421,559		(31,223	)	523,792
Shareholders' equity
	Capital stock	143,064		301,572		(301,572	)	143,064
	Retained earnings	511,565		97,173		(19,836	)	588,902
	Accumulated other comprensive income	(379	)	(7,797	)	—		(8,176	)
		654,250		390,948		(321,408	)	723,790
		787,706		812,507		(352,631	)	1,247,582

F-50

		For the year ended May 31, 2003
		The Jean Coutu Group (PJC) Inc.	Subsidiary guarantors	Adjustments and eliminations		Consolidated
		$	$	$		$
Sales		725,665	1,800,141	(1,894	)	2,523,912
Other revenues		122,230	16,801	(16,274	)	122,757
		847,895	1,816,942	(18,168	)	2,646,669
Operating expenses
	Cost of goods sold	653,459	1,364,361	(1,795	)	1,998,025
	General and operating expenses	87,938	362,796	(4,499	)	446,235
	Amortization	6,502	30,928	—		37,430
		747,899	1,740,085	(6,294	)	2,481,690
Operating income		99,996	76,857	(11,874	)	164,979
	Interest on long-term debt	480	13,957	(12	)	14,425
	Other interest	704	2,749	(21	)	3,432
		1,184	16,706	(33	)	17,857
Income before income taxes		98,812	60,151	(11,841	)	147,122
Income taxes		21,429	23,442	—		44,871
Net income		77,383	36,709	(11,841	)	102,251

F-51

		For the year ended May 31, 2003
		The Jean Coutu Group (PJC) Inc.		Subsidiary guarantors		Adjustments and eliminations		Consolidated
		$		$		$		$
Operating activities
Net income		77,383		36,709		(11,841	)	102,251
Items not affecting cash
	Amortization	6,502		30,928		—		37,430
	Amortization of incentives paid to franchisees	3,023		—		—		3,023
	Amortization of deferred financing fees	—		1,143		—		1,143
	Loss on disposal of assets	614		—		—		614
	Future income taxes	13,752		2,200		—		15,952
	Share in income of companies subject to significant influence	(11,482	)	—		11,347		(135	)
		89,792		70,980		(494	)	160,278
Net changes in non-cash asset and liability items		(39,108	)	(18,529	)	2,289		(55,348	)
		50,684		52,451		1,795		104,930
Investing activities
	Business acquisitions	—		967		—		967
	Investments	(11,160	)	2,950		6,728		(1,482	)
	Purchase of capital assets	(34,293	)	(59,838	)	—		(94,131	)
	Proceeds from the disposal of capital assets	2,352		28		—		2,380
	Intangible assets	—		(2,183	)	—		(2,183	)
	Other long-term assets	(4,288	)	44		—		(4,244	)
		(47,389	)	(58,032	)	6,728		(98,693	)
Financing activities
	Changes in bank loans	5,124		10,389		—		15,513
	Change in long-term debt	(1,460	)	(20,262	)	—		(21,722	)
	Issuance of capital stock	3,957		10,000		(10,000	)	3,957
	Dividends	(17,806	)	(1,477	)	1,477		(17,806	)
		(10,185	)	(1,350	)	(8,523	)	(20,058	)
Foreign currency translation adjustments		6,219		(331	)	—		5,888
Decrease in cash and cash equivalents		(671	)	(7,262	)	—		(7,933	)
Cash (bank overdraft), beginning of period		(13,844	)	13,504		—		(340	)
Cash (bank overdraft), end of period		(14,515	)	6,242		—		(8,273	)
Additional cash flow information
	Interest paid	1,150		15,376		—		16,526
	Income taxes paid	13,349		24,651		—		38,000

F-52

		For the year ended May 31, 2002
		The Jean Coutu Group (PJC) Inc.	Subsidiary guarantors	Adjustments and eliminations		Consolidated
		$	$	$		$
Sales		785,691	1,308,787	(779	)	2,093,699
Other revenues		111,499	10,450	(7,174	)	114,775
		897,190	1,319,237	(7,953	)	2,208,474
Operating expenses
	Cost of goods sold	740,854	960,051	(694	)	1,700,211
	General and operating expenses	63,566	281,642	(5,723	)	339,485
	Amortization	5,356	23,048	—		28,404
		809,776	1,264,741	(6,417	)	2,068,100
Operating income		87,414	54,496	(1,536	)	140,374
	Interest on long-term debt	697	7,953	—		8,650
	Other interest	203	2,150	(103	)	2,250
		900	10,103	(103	)	10,900
Income before income taxes		86,514	44,393	(1,433	)	129,474
Income taxes		19,848	18,065	5,501		43,414
Net income		66,666	26,328	(6,934	)	86,060

F-53

		For the year ended May 31, 2002
		The Jean Coutu Group (PJC) Inc.		Subsidiary guarantors		Adjustments and eliminations		Consolidated
		$		$		$		$
Operating activities
Net income		66,666		26,328		(6,934	)	86,060
Items not affecting cash
	Amortization	5,356		23,048		—		28,404
	Amortization of incentives paid to franchisees	2,835		—		—		2,835
	Amortization of deferred financing fees	—		596		—		596
	Loss on disposal of assets	408		71		(247	)	232
	Future income taxes	(2,600	)	(5,288	)	2,943		(4,945	)
	Share in income of companies subject to significant influence and in a limited partnership	(4,214	)	—		4,340		126
		68,451		44,755		102		113,308
Net changes in non-cash asset and liability items		(1,725	)	(30,833	)	(10,688	)	(43,246	)
		66,726		13,922		(10,586	)	70,062
Investing activities
	Receipt of temporary investments	98,623		—		—		98,623
	Business acquisitions	—		(240,712	)	—		(240,712	)
	Investments	(215,147	)	(102,499	)	317,445		(201	)
	Purchase of capital assets	(27,946	)	(38,082	)	—		(66,028	)
	Proceeds from the disposal of capital assets	1,416		142		—		1,558
	Intangible assets	—		(2,756	)	—		(2,756	)
	Other long-term assets	(3,534	)	(4,258	)	—		(7,792	)
		(146,588	)	(388,165	)	317,445		(217,308	)
Financing activities
	Changes in advances to subsidiary companies	87,154		29,046		(116,200	)	—
	Changes in bank loans	—		13,000		—		13,000
	Long-term debt	(5,545	)	143,976		—		138,431
	Issuance of capital stock	3,596		194,915		(194,920	)	3,591
	Dividends	(13,632	)	(5,977	)	5,977		(13,632	)
		71,573		374,960		(305,143	)	141,390
Foreign currency translation adjustments		(496	)	3,096		(1,716	)	884
Increase (decrease) in cash and cash equivalents		(8,785	)	3,813		—		(4,972	)
Cash (bank overdraft), beginning of period		(5,059	)	9,691		—		4,632
Cash (bank overdraft), end of period		(13,844	)	13,504		—		(340	)
Additional cash flow information
	Interest paid	692		7,851		—		8,543
	Income taxes paid	32,207		19,747		—		51,954

F-54

THE JEAN COUTU GROUP (PJC) INC.
Unaudited consolidated statements of income
(In thousands of US dollars except for per share amounts)

		Thirteen-week period ended August 28, 2004		Three-month period ended August 31, 2003
		$		$ (restated)
Sales		1,298,235		679,796
Other revenues		38,613		38,062
		1,336,848		717,858
Operating expenses
	Cost of goods sold	1,012,227		544,105
	General and operating expenses	263,198		114,478
	Amortization	25,295		9,090
		1,300,720		667,673
Operating income		36,128		50,185
	Interest on long-term debt	15,022		3,179
	Other interest	771		928
	Unrealised loss on derivative financial instruments	2,234		—
		18,027		4,107
Income before income taxes		18,101		46,078
Income taxes		(4,201	)	14,540
Net income		22,302		31,538
Earnings per share (Note 3)
	Basic	0.09		0.14
	Diluted	0.09		0.14

The segmented information and the accompanying notes are an integral part
of these interim consolidated financial statements.

F-56

THE JEAN COUTU GROUP (PJC) INC.
Unaudited consolidated statements of retained earnings
(In thousands of US dollars)

		Thirteen-week period ended August 28, 2004		Three-month period ended August 31, 2003
		$		$ (restated)
Balance, beginning of period
	As previously reported	709,471		602,712
	Restatement related to a changes in accounting policies (Note 2)	(919	)	(6,564	)
	Restated balance	708,552		596,148
Net income		22,302		31,538
Dividends		5,977		4,912
Balance, end of period		724,877		622,774

The segmented information and the accompanying notes are an integral part
of these interim consolidated financial statements.

F-57

THE JEAN COUTU GROUP (PJC) INC.
Consolidated balance sheets
(In thousands of US dollars)

		As at
		August 28, 2004	May 31, 2004
		$ (unaudited)	$ (audited) (restated)
Assets
Current assets
	Cash	101,581	14,554
	Accounts receivable	567,219	199,516
	Inventories	1,612,712	391,916
	Prepaid expenses and other current assets	38,941	22,455
		2,320,453	628,441
Investments		20,802	21,298
Capital assets		1,414,740	544,174
Intangible assets (Note 4)		778,836	19,277
Goodwill (Note 5)		717,106	95,330
Other long-term assets		116,215	35,234
		5,368,152	1,343,754
Liabilities
Current liabilities
	Bank loans (Note 6)	—	15,000
	Accounts payable and accrued liabilities	950,361	231,306
	Income taxes payable	4,473	42,004
	Future income taxes	122,000	—
	Current portion of long-term debt	32,487	22,566
		1,109,321	310,876
Long-term debt		2,555,792	169,609
Other long-term liabilities (Note 7)		384,931	9,826
		4,050,044	490,311
Guarantees and commitments (Notes 10 and 12)
Shareholders' equity
	Capital stock (Note 8)	575,094	144,996
	Contributed surplus	276	188
	Retained earnings	724,877	708,552
	Foreign currency translation adjustments	17,861	(293	)
		1,318,108	853,443
		5,368,152	1,343,754

The segmented information and the accompanying notes are an integral part of these interim consolidated financial statements.

F-58

THE JEAN COUTU GROUP (PJC) INC.
Unaudited consolidated statements of cash flows
(In thousands of US dollars)

			Thirteen-week period ended August 28 2004		Three-month period ended August 31, 2003
			$		$ (restated)
Operating activities
	Net income		22,302		31,538
	Items not affecting cash
		Amortization	25,295		9,090
		Amortization of incentives paid to franchisees	823		797
		Amortization of deferred financing fees	1,432		286
		Loss (gain) on disposal of assets	(24	)	18
		Unrealised loss on derivative financial instruments	2,234		—
		Future income taxes	(5,912	)	(3,694	)
		Stock-based compensation	88		—
		Share in income of companies subject to significant influence	143		24
			46,381		38,059
	Net changes in non-cash asset and liability items		(138,813	)	(16,256	)
			(92,432	)	21,803
Investing activities
	Business acquisitions (Note 12)		(2,514,521	)	—
	Investments		5,274		(7,089	)
	Purchase of capital assets		(20,553	)	(16,611	)
	Proceeds from the disposal of capital assets		402		258
	Intangible assets		(623	)	(271	)
	Other long-term assets		(73,071	)	(1,035	)
			(2,603,092	)	(24,748	)
Financing activities
	Changes in bank loans		(15,000	)	4,550
	Change in long-term debt		2,364,524		(5,231	)
	Issuance of capital stock (Note 8)		430,098		888
	Dividends		—		(4,912	)
			2,779,622		(4,705	)
Foreign currency translation adjustments			2,929		(1,128	)
Increase (decrease) in cash and cash equivalents			87,027		(8,778	)
Cash (bank overdraft), beginning of period			14,554		(8,273	)
Cash (bank overdraft), end of period			101,581		(17,051	)
Additional cash flow information
	Interest paid		2,849		3,846
	Income taxes paid		44,500		6,353

The segmented information and the accompanying notes are an integral part
of these interim consolidated financial statements.

F-59

THE JEAN COUTU GROUP (PJC) INC.
Unaudited consolidated segmented information
(In thousands of US dollars)

        The Company applied on a retroactive basis changes in its reportable segments determination. The impact of these changes is the aggregation of the franchising and real estate segments. The Company has two reportable segments: franchising and retail sales. Within the segment of franchising, the Company carries on the franchising activity of the "PJC Jean Coutu" banner, operates a distribution centre and coordinates several other services for the benefit of its franchisees. Since the quarter ended November 30, 2003, the franchising segment includes the operating results of its three Pharmasave corporate outlets.

        The Company operates retail sales outlets selling pharmaceutical and other products under the "Brooks" and "Eckerd" banners.

        The Company analyzes the performance of its operating segments based on their earnings before interest, income taxes and amortization, which is not a measure of performance under Canadian generally accepted accounting principles ("GAAP"); however, management uses this performance measure for assessing the operating performance of its reportable segments.

        Segmented information is summarized as follows:

		Thirteen-week period ended August 28, 2004	Three-month period ended August 31, 2003
		$	$ (restated)
Revenues (1)
	Franchising	312,714	275,480
	Retail sales	1,024,134	442,378
		1,336,848	717,858
Earnings before interest, income taxes and amortization
	Franchising	32,310	32,194
	Retail sales	29,936	27,878
		62,246	60,072
Amortization
	Franchising	3,196	2,373
	Retail sales	22,922	7,514
		26,118	9,887
Operating income
	Franchising	29,114	29,821
	Retail sales	7,014	20,364
		36,128	50,185
Acquisition of capital assets and intangible assets (2)
	Franchising	3,076	4,488
	Retail sales	18,100	12,394
		21,176	16,882

(1)

Revenues include sales and other revenues.

(2)

Excluding business acquisitions.

F-60

THE JEAN COUTU GROUP (PJC) INC.
Unaudited consolidated segmented information — (Continued)
(In thousands of US dollars)

		Thirteen-week period ended August 28, 2004	Three-month period ended May 31, 2004
		$	$ (restated)
Total assets
	Franchising	650,655	464,758
	Retail sales	4,717,497	878,996
		5,368,152	1,343,754

F-61

THE JEAN COUTU GROUP (PJC) INC.

Notes to the unaudited consolidated financial statements

Thirteen-week period ended August 28, 2004 and three-month period ended August 31, 2003
(tabular amounts are in thousands of US dollars except for shares and options data)

1.    Financial statement presentation

        The unaudited interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (GAAP). These financial statements do not contain all disclosures required by Canadian GAAP for annual financial statements and, accordingly, should be read in conjunction with the most recently prepared annual consolidated financial statements for the fiscal year ended May 31, 2004.

        The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.

        These unaudited interim consolidated financial statements have been prepared based on accounting policies and methods of application consistent with those used in the preparation of the most recently prepared audited annual consolidated financial statements except for the changes in accounting policies mentioned in Note 2.

        The Company has historically prepared its consolidated financial statements in Canadian dollars. Effective June 1, 2004, the Company changed its reporting currency to U.S. dollars to provide shareholders with more relevant information considering the predominant operations in the United States and the U.S. denominated debt. The Company used the current rate method to translate the consolidated Canadian dollar results into U.S. dollars for both the current and prior periods. Under the current rate method, earnings as well as cash flow items are translated at average monthly rates for the period, and the assets and liabilities are translated at the rate of exchange in effect at the balance sheet date. Any resulting exchange gain or loss is charged or credited to the "foreign currency translation adjustments" account included as a separate component of shareholders' equity. The functional currencies of the Company and each of its subsidiaries remained unchanged.

        Effective June 1, 2004, the Company changed its reporting periods to comply with the US National Retail Federation 4-5-4 merchandising calendar. Accordingly, the current period represents a thirteen-week period ending August 28, 2004 and the year-end date will be May 28, 2005.

2.    Accounting policies

Changes in accounting policies

a) Incentives paid to franchisees

        During the fourth quarter of the year ended May 31, 2004, the Company changed its basis of accounting for banner development costs. Banner development costs were previously considered indefinite life intangible assets and therefore not subject to amortization. Banner development costs are now considered deferred costs representing incentives paid to franchisees. These costs are amortized over a ten-year period and are applied against royalties included in other revenues. This change in

F-62

accounting policy has been applied retroactively, and the consolidated financial statements have been restated as follows for the three-month period ended August 31, 2003:

	Decrease
	$
Other revenues	797
Income taxes	196
Net income	601
Retained earnings at beginning of period	5,058

b) Generally accepted accounting principles

        In July 2003, the Canadian Institute of Chartered Accountants ("CICA") issued Handbook Section 1100, "Generally Accepted Accounting Principles". This section establishes standards for financial reporting in accordance with Canadian GAAP, and provides guidance on sources to consult when selecting accounting policies and determining appropriate disclosures when a matter is not dealt with explicity in the primary sources of Canadian GAAP. The Company implemented the new section prospectively on June 1, 2004.

        Effective June 1, 2004, the compounded interest method of amortization previously used its building held for leasing will no longer be used as a result of adopting CICA Section 1100. Accordingly, effective June 1, 2004, the Company amortizes the building costs of its building held for leasing on a straight line basis over their useful lives. For the quarter ended August 28, 2004, building amortization will be higher than would have been reported under the prior policy by approximately $542,000.

c) Recording of certain consideration received by a vendor

        In January 2004, the Emerging Issues Committee of the CICA released Abstract 144 (EIC-144), "Accounting by a Customer (Including a Reseller) for Certain Consideration Received From a Vendor".

        EIC-144 specifies the accounting methods to be applied to certain consideration received from a vendor. EIC-144 should be applied retroactively to all financial statements for annual and interim periods ending after August 15, 2004.

        EIC-144 stipulates that cash consideration received by a company from a vendor is presumed to be a reduction of the prices of the vendor's products or services and should, therefore, be accounted for as a reduction of cost of goods sold and related inventory when recognized in the company's income statement and balance sheet. Certain exceptions apply where the cash consideration received is either a reimbursement of incremental selling costs incurred by the reseller, or is a payment for assets or services delivered to the vendor.

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        The Company applied this new recommendation on June 1, 2004. The impact of this new recommendation for the thirteen-week period ended August 28, 2004 and three-month period ended August 31, 2003 was as follows:

	2004		2003
	Increase	Decrease	Increase	Decrease
	$	$	$	$
Sales	1,264	—	885	—
Other revenues	—	2,619	—	3,434
Cost of goods sold	—	12,092	—	11,262
General and operating expenses	10,690	—	8,106	—
Income taxes	15	—	196	—
Net income	32	—	411	—
Retained earnings at beginning of period	—	919	—	1,506

        The impact of that change on the balance sheet as of August 28, 2004 and as of May 31, 2004 is to decrease inventories by $1,370,000 and $1,359,000 respectively and to increase income taxes by $441,000 and $440,000 respectively.

d) Derivative financial instruments

        In December 2001, the CICA issued Accounting Guideline 13 (AcG 13), "Hedging Relationships" and EIC-128, "Accounting for Trading, Speculative, or Non-Hedging Derivative Financial Instruments" that deal with the identification, designation, documentation and measurement of effectiveness of hedging relationships for the purposes of applying hedge accounting. AcG-13 is effective for fiscal years beginning on or after July 1, 2003, and upon implementation of AcG-13, accounting in accordance with EIC-128 is required. Under EIC-128, derivative instruments that do not qualify as a hedge under AcG-13, or are not designated as a hedge, are recorded in the consolidated balance sheet as either an asset or liability with changes in fair value recognized in net earnings. The Company adopted the provisions of AcG-13 and EIC-128 on June 1, 2004.

        The Company has an interest rate swaps in order to fix the interest rate on a portion of its variable interest debt. Changes in the fair value of the interest rate swap outstanding as at August 28, 2004 are recognized as losses on derivative financial instruments in the period as there is no underlying instrument as at period end. The impact of this new standard was to decrease net income by $1,482,000.

e) Asset retirement obligations

        In March 2003, the CICA issued Handbook Section 3110, "Asset Retirement Obligations", which is effective for fiscal years beginning on or after January 1, 2004 with retroactive restatement. The new standard provides guidance for the recognition, measurement and disclosure of liabilities for asset retirement obligations and the associated retirement costs. It applies to legal obligations pertaining to the retirement of tangible long-lived assets from acquisition, construction, development or normal operations. The standard requires the recognition of the fair value of a liability for an asset retirement obligation in the year in which it is incurred and when a reasonable estimate of fair value can be made.

F-64

The adoption of CICA 3110 had no material impact on the Company's financial position or results of operations.

3.    Earnings per share

        The reconciliation of the number of shares used to calculate the diluted earnings per share, considering the September 25, 2002 stock split, is established as follows:

	2004	2003
Weighted average number of shares used to compute basic earnings per share	238,313,629	226,593,001
Dilution effect	1,176,680	1,255,101
Weighted average number of shares used to compute diluted earnings per share	239,490,309	227,848,102

4.    Intangible assets

        Intangible assets are detailed as follows:

	As at August 28, 2004
	Cost	Accumulated amortization	Net book value
	$	$	$
Prescription files	604,047	159,032	445,015
Non-compete agreements	5,256	3,972	1,284
Leasehold interests	94,389	84,227	10,162
Tradename	322,375	—	322,375
	1,026,067	247,231	778,836

	As at May 31, 2004
	Cost	Accumulated amortization	Net book value
	$	$	$
Prescription files	42,087	26,186	15,901
Non-compete agreements	5,231	3,820	1,411
Leasehold interests	4,751	2,786	1,965
	52,069	32,792	19,277

        The Company acquired intangible assets for an amount of $768,223,000 during the 13-week period ended August 28, 2004 and $6,746,000 during the year ended May 31, 2004.

F-65

5.    Goodwill

        The changes in the book value of goodwill are as follows:

	13 weeks ended August 28, 2004
	Franchising	Retail sales	Total
	$	$	$
Balance, beginning of period	15,837	79,493	95,330
Acquisition (Note 12)	—	621,099	621,099
Foreign currency translation adjustments	677	—	677
Balance, end of period	16,514	700,592	717,106

	Year ended May 31, 2004
	Franchising	Retail sales	Total
	$	$	$
Balance, beginning of year	14,605	79,493	94,098
Acquisition	1,165	—	1,165
Foreign currency translation adjustments	67	—	67
Balance, end of year	15,837	79,493	95,330

6.    Bank overdraft and bank loans

	August 28, 2004	May 31, 2004	August 31, 2003
	$	$	$
Bank overdraft	—	—	17,051
Bank loans	—	15,000	51,758
	—	15,000	68,809

7.    Other long-term liabilities

	August 28, 2004	May 31, 2004
	$	$
Deferred revenues	9,863	1,242
Deferred lease obligations	19,961	5,541
Future income taxes	259,554	3,043
Others	95,553	—
	384,931	9,826

F-66

8.    Capital stock

        Authorized, unlimited number

        Class A subordinate voting shares, participating, one vote per share, exchangeable, at the option of the holder, for the same number of Class B shares in the event of a take-over bid being made in respect to Class B shares, without par value, dividends declared in Canadian dollar.

        Class B shares, participating, ten votes per share, exchangeable for Class A subordinate voting shares on the basis of one Class A subordinate voting share for one Class B share, without par value, dividends declared in Canadian dollar.

        Class C shares, to be issued in one or more series subject to rights, privileges, conditions and restrictions to be determined, non-participating, non-voting, without par value.

        Changes that occurred on Class A subordinate voting shares are presented as follows:

		August 28, 2004 (13 weeks)		May 31, 2004 (12 months)
		Shares	$	Shares	$
Outstanding shares, beginning of period		106,673,510	144,994	102,569,550	143,062
	Issuance (1)	33,350,000	425,635	—	—
Class B shares converted into Class A subordinate voting shares		—	—	3,750,000	—
	Options exercised	805,300	4,463	353,960	1,932
Outstanding shares, end of period		140,828,810	575,092	106,673,510	144,994

        Changes that occurred on Class B are presented as follows:

	August 28, 2004 (13 weeks)		May 31, 2004 (12 months)
	Shares	$	Shares		$
Outstanding shares, beginning of period	120,250,000	2	124,000,000		2
Class B shares converted into Class A subordinate voting shares	—	—	(3,750,000	)	—
Outstanding shares, end of period	120,250,000	2	120,250,000		2

|

(1)

Net of share issuance fees of $17.5 million less related income taxes of $5.4 million.

F-67

9.    Stock-based compensation plan

        The Company has a fixed stock option plan. The expense recorded for the issuances that occurred after June 1, 2004, estimated using the fair value based method and the assumptions below is $88,000 for the period. As of August 28, 2004, the Company had 2,101,790 outstanding stock options of Class A subordinate voting shares that could be exercised at prices varying from CAN$2.1875 to CAN$18.95. The stock options may be exercised until May 11, 2014.

        Changes that occurred in the number of options for the quarter are presented as follows:

	Number of options
Options outstanding, beginning of period	2,907,090
Options exercised	(805,300	)
Options outstanding, end of period	2,101,790

        Had compensation cost been determined using the fair value based method at the date of grant for awards granted during the year ended May 31, 2003, the Company's pro forma net income, net earnings per share and diluted earnings per share would have been as presented in the table below.

		August 28, 2004	August 31, 2003
		$	$ (restated)
Net income as reported		22,302	31,538
Pro forma impact		71	71
Pro forma net income		22,231	31,467
Pro forma net earnings per share
	Basic	0.09	0.14
	Diluted	0.09	0.14

10.    Guarantees

Guarantees

        The Company has guaranteed the reimbursement of certain bank loans contracted by franchisees for a maximum amount of $7,753,000. As at August 28, 2004, these loans amount to approximately $7,689,000. Most of those guarantees apply to loans with a maximum maturity of eight years. Those loans are also personally guaranteed by the franchisees.

        Certain debt agreements require the Company to indemnify the parties in the event of changes in elements such as withholding tax regulations. As the nature and scope of such indemnifications is contingent on future events, none of which can be foreseen as at August 28, 2004, and the structure of such transactions makes these events unlikely. Consequently, no provisions have been recorded in the consolidated financial statements.

        On July 31, 2004, the Company acquired the shares of three subsidiaries of TDI Consolidated Corporation (refer to Note 12). Pursuant to the stock purchase agreement, the Company agreed to

F-68

enter into certain customary indemnification obligations in favor of the Seller. The Company has agreed to indemnify the Seller for taxes, damages and certain liabilities related to the business acquired. Certain portions of the Company's indemnification obligations are capped at $350 million while other provisions are not subject to such a limit. Certain of the indemnification obligations survive the closing date of the acquisition until 2006 and still others will survive until the expiration of the applicable statute of limitations. The maximum amount of future payments cannot be estimated as it results from future events that cannot be predicted.

Buyback agreements

        Under buyback agreements, the Company is committed to financial institutions to purchase the inventories of some of its franchisees up to the amount of advances made by those financial institutions to the franchisees. As of August 28, 2004, financing related to these inventories amounted to approximately $50,738,000. However, under these agreements, the Company is not committed to cover any deficit that may arise should the value of these inventories be less than the amount of the advances.

        Under buyback agreements, the Company is committed to financial institutions, to purchase equipment held by franchisees and financed by capital leases not exceeding five years and loans not exceeding eight years. For capital leases, the buyback value is linked to the net balance of the lease at the date of the buyback. For equipment financed by bank loans, the minimum buyback value is set by contract with the financial institutions. As at August 28, 2004, financing related to the equipment amounts to approximately $22,212,000. However, it is the opinion of management that the realizable value of the assets cannot be lower than the eventual amount of the buyback.

        Historically, the Company has not made any indemnification payments under such agreements and no amount has been accrued with respect to these guarantees in its financial statements for the thirteen-week period ended August 28, 2004 and the three-month period ended August 31, 2003.

11.    Pension plans

        The Company offers defined benefit and defined contribution pension plans providing pension benefits to its employees.

F-69

        The defined benefit and defined contribution plans expenses are as follows:

		2004		2003
		$		$
Defined contribution plan		1,883		648
Defined benefit plans
	Current service costs	67		68
	Interest expense	83		83
	Expected return on plan assets	(48	)	(48	)
	Amortization of past service cost	223		224
	Net actuarial loss	—		—
Benefit plans expenses		325		327

12.    Business acquisition

The Eckerd acquisition

        On July 31, 2004, the Company acquired the shares of three subsidiaries of TDI Consolidated Corporation, a wholly-owned subsidiary of J.C. Penney Corporation, Inc., that own 1,549 outlets of the Eckerd drugstore chain located throughout 13 states in northeastern, mid-Atlantic and southeastern United States for a purchase price of $2.375 billion, plus preliminary closing adjustments of $112.5 million. Eckerd's operations have been included in the Company's results of operations from July 31, 2004.

        The purchase price, together with the transaction costs estimated at $31.2 million and the repayment of existing debts totalling $195.0 million at the date of acquisition, has been financed through:

•

Debt financing consisting of secured first rank credit facilities in the amount of $1.7 billion as follows:



•

a five-year revolving facility of $350 million bearing interest at LIBOR rates plus a variable margin



•

a five-year term loan facility of $250 million bearing interest at LIBOR rates plus a variable margin (totalling 4.00% as of August 28, 2004), repayable by quarterly instalments based on yearly tranches ranging from 5% to 25% of the original loan balance, and



•

a seven-year term loan facility of $1.1 billion bearing interest at LIBOR rates plus a variable margin (totalling 3.75% as of August 28, 2004), repayable by quarterly instalments based on yearly tranches of 1% of the original loan balance over the first six years with the balance owing in 2011

F-70

•

$1.2 billion Notes offering comprised of:



•

$350 million of unsecured senior notes, bearing interest at 7.625% and maturing on August 1, 2012, and



•

$850 million of unsecured senior subordinated notes, bearing interest at 8.5% and maturing on August 1, 2014



•

Public offering of 33,350,000 new Class A subordinate voting shares issued for net proceeds of CAN$425.6 million.

        The revised preliminary allocation of the purchase price that follows was established based on information available and on the basis of preliminary evaluations. This allocation is subject to changes should new information become available and when the strategies of integration and restructuring of assets have been completed. In addition to the final determination of the fair values of the identified intangible assets, the Company has not yet completed the determination of the fair values of certain tangible assets, particularly store and distribution centre property and equipment and the fair value of store lease payments. The acquired goodwill is not deductible for income tax purposes.

		Millions of dollars
Net assets acquired
	Non-cash working capital	780.3
	Capital assets	858.0
	Intangible assets	767.6
	Goodwill	621.1
	Future income tax liabilities	(372.0	)
	Other liabilities	(140.5	)
Non-cash assets acquired		2,514.5
Cash and cash equivalents		4.2
Net assets acquired		2,518.7
Cash consideration		2,518.7

Additional commitments in relation to the Eckerd acquisition

        The Eckerd operations acquired lease a substantial portion of its real estate using conventional operating leases. Eckerd also leases data processing equipment and other personal property under

F-71

operating leases. Minimum payments for commitments existing as of the acquisition date, are as follows:

	$
2005(1)	222,473
2006	261,626
2007	251,313
2008	240,978
2009	230,368
Thereafter	2,179,727
Total	3,386,485

|

(1)

From July 31, 2004

13.    Comparative figures

        Certain comparative figures have been reclassified to conform with the presentation of the current period.

F-72

14.    Reconciliation of results reported in accordance with Canadian GAAP to United States GAAP and other supplementary United States GAAP disclosures

        These consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"), which differ, in certain material respects from generally accepted accounting principles in the United States ("US GAAP"). While the information presented below is not a comprehensive summary of all differences between Canadian GAAP and US GAAP, other differences are considered unlikely to have a significant impact on the consolidated net income and shareholders' equity of the Company.

        All material differences between Canadian GAAP and US GAAP and the effect on net income and shareholders' equity are presented in the following tables with an explanation of the adjustments.

Reconciliation of net income

		13-week period ended August 28, 2004		3-month period ended August 31, 2003
		$		$
Net income—Canadian GAAP		22,302		31,538
Adjustments in respect of amortization (a)		123		(491	)
	Tax effect of above adjustments	(38	)	159
Net income—US GAAP		22,387		31,206
Other comprehensive income items
Cumulative translation adjustments, net of tax(c)		18,154		(3,163	)
Cumulative translation adjustments on amortization, net of tax(c)		(400	)	79
Changes in fair value of derivatives on amortization, net of tax(b)		145		1,757
Reclassification of realized (loss) gain on derivatives to the income statement(b)		2,250		(843	)
Comprehensive income		20,149		(2,170	)
Earnings per share—US GAAP
	Basic	0.09		0.14
	Diluted	0.09		0.14

F-73

		As at August 28, 2004		As at August 31, 2003		As at May 31, 2004
		$		$		$
Statement of accumulated other comprehensive income
Accumulated other comprehensive income items
	Cumulative translation adjustments, net of tax(c)	17,861		(4,297	)	(293	)
	Cumulative translation adjustments on amortization, net of tax(c)	(1,041	)	(560	)	(641	)
	Cumulative changes in fair value of derivatives net of reclassification of gain (loss) to the income statements and net of tax(b)	—		(5,489	)	(2,395	)
		16,820		(10,346	)	(3,329	)

		As at August 28, 2004		As at August 31, 2003		As at May 31, 2004
		$		$		$
Shareholders' equity—Canadian GAAP		1,318,108		762,428		853,443
Adjustment in respect of:
	Amortization(a)	(13,185	)	(11,670	)	(13,308	)
	Tax effect of above adjustments	4,584		4,092		4,622
	Cumulative translation adjustments, net of tax(c)	(17,861	)	4,297		293
	Accumulated comprehensive income	16,820		(10,346	)	(3,329	)
Shareholders' equity—US GAAP		1,308,466		748,801		841,721

        The impact of differences between Canadian GAAP and US GAAP on consolidated balance sheet and consolidated statements of income items is as follows:

	As at
	August 28, 2004		May 31, 2004
	Canadian GAAP	US GAAP	Canadian GAAP	US GAAP
	$	$	$	$
Consolidated balance sheets items
Assets
Capital assets(a)	1,414,740	1,399,965	544,174	529,888
Other long-term asset(b)	116,215	121,348	35,234	41,483
Liabilities
Derivative instrument liability(b)	2,250	2,250	—	3,685
Shareholders' equity	1,318,108	1,308,466	853,443	841,721

F-74

		13-week period ended August 28, 2004				3-month period ended August 31, 2003
		Canadian GAAP		US GAAP		Canadian GAAP	US GAAP
		$		$		$	$
Consolidated statement of income items
Expenses
General and operating expenses		254,372		254,372		106,803	106,803
Cost of rental revenue		8,826		8,826		7,675	7,675
Amortization(a)		25,295		25,172		9,090	9,581
Income taxes		(4,201	)	(4,163	)	14,540	14,381
Rent expense included in general and operating expenses		37,980		37,980		7,383	7,383
Advertising expense included in:
	Cost of goods sold	1,773		1,773		1,556	1,556
	General and operating expenses	17,664		17,664		10,263	10,263

a)

Amortization

        Under Canadian GAAP, the Company has used the compounded interest method to depreciate its buildings held for leasing until May 31, 2004 (Note 2a). This method is not acceptable under US GAAP. The Company records depreciation under US GAAP for its buildings held for leasing using the straight-line method at a rate of 2.5%.

b)

Derivative financial instruments and hedging

        On June 1, 2001, the Company adopted the provisions of SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities." This statement requires companies to record derivatives on the balance sheet as assets or liabilities measured at their fair value. Gains and losses resulting from changes in the values of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The adoption of SFAS 133 was not material to the Company's financial position or results of operations. The Company enters into interest swaps in order to fix the interest rate on a portion of its variable interest debt. These interest rate swaps are designated as cash flow hedges with changes in the fair value of those contracts recorded as a component of other comprehensive income and subsequently recognized as gains (losses) on derivative instruments in the period in which the hedged exposure takes place. Under Canadian GAAP, prior to June 1, 2004, changes in the fair value of those contracts were not recognized (Note 2d).

c)

Foreign currency translation adjustment

        Under Canadian GAAP, the Company gains and losses arising from the translation of the financial statements of the foreign currency operations are deferred in a "foreign currency translation adjustments" amount in shareholders' equity. Under US GAAP, foreign currency translation adjustments are presented as a component of comprehensive income under shareholders' equity.

F-75

d)

Recent changes to US accounting standards

        FIN 46

        In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities—an Interpretation of ARB No. 51." The Interpretation addresses consolidation of variable interest entities ("VIEs") to which the usual condition for consolidation does not apply because the VIEs have no voting interests or otherwise are not subject to control through ownership of voting interests. It requires existing unconsolidated VIEs to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. In December 2003, the FASB revised FIN 46 ("FIN 46R"), which delayed the required implementation date for periods ending after March 15, 2004. The Company was required to apply the provisions of FIN 46R effective June 1, 2004. The adoption of this interpretation did not result in a material impact on the Company's financial position or results of operations.

e)

Other supplementary U.S. GAAP disclosures

Accounting for stock-based compensation

        Under US GAAP, SFAS 123, "Accounting for Stock-based Compensation", establishes financial accounting and reporting standards for stock-based employee compensation plans as well as transactions in which an entity issues its equity instruments to acquire goods or services from non-employees. Effective June 1, 2003, the Company has adopted fair value accounting for stock-based compensation consistent with SFAS 123, using the prospective method with guidance provided by SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure". As a result, commencing with options granted after May 31, 2003, the Company expenses the fair value of stock options issued to employees over the related vesting period. Prior to June 1, 2003, the Company elected to account for its stock-based compensation plans using the intrinsic value method prescribed by APB No. 25, "Accounting for Stock Issued to Employees", as permitted by SFAS 123. Under the provisions of APB No. 25, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's common stock at the date of grant over the amount an employee must pay to acquire the stock. Accordingly, no compensation expense had been recognized for stock option awards granted prior to June 1, 2003 because the exercise price was at the fair market value of the Company's common stock on the grant date. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards in each period.

F-76

		13-week period ended August 28, 2004		3-month period ended August 31, 2003
		$		$
Net earnings—US GAAP, as reported		22,387		31,206
Add:	Stock-based employee compensation expense included in reported net income	88		—
Deduct:	Total stock-based employee compensation expense determined under fair value based method for all awards	(353	)	(592	)
Pro forma net earnings		22,122		30,614
Basic earnings per share—US GAAP, as reported		0,09		0.14
Pro forma earnings per share—basic		0,09		0.14
Diluted earnings per share—US GAAP, as reported		0,09		0.14
Pro forma earnings per share—diluted		0,09		0.13

        Under the provisions of SFAS 123, the pro forma disclosures above include the effects of stock options granted by the Company subsequent to the 1995 year-end. Under Canadian GAAP, pro forma disclosures similar to those above only include the effects of stock options granted by the Company during the year ended May 31, 2003.

Consolidated cash flows

        Under Canadian GAAP, a separate subtotal within operating activities is permitted. Under U.S. GAAP, such a subtotal would not be presented. In addition, under US GAAP, bank overdraft must be presented as a financing activity.

Accounts receivable

        Accounts receivable at August 28, 2004 and May 31, 2004 are net of an allowance for doubtful accounts of approximately $12,808,000 and $6,208,000, respectively.

Accounts payable

        Accounts payable comprise the following:

	13-week period ended August 28, 2004	Year ended May 31, 2004
	$	$
Trade accounts payable	621,860	150,817
Accrued payable	212,683	54,536
Payroll related liabilities	85,351	25,953
Other	30,467	—
	950,361	231,306

F-77

Intangible asset expected amortization disclosure

        The revised preliminary allocation of the purchase price provided in Note 12 was established based on information available and on the basis of preliminary evaluations. This allocation is subject to changes should new information become available and when the strategies of integration and restructuring of assets have been completed. A change in this allocation would impact the intangible assets amortization expense for each of the next five years that follows:

	$
2005	89,083
2006	96,858
2007	86,824
2008	82,115
2009	71,007

F-78

Additional information on the business acquisition

        The Eckerd results have been included in the Company's results of operations from July 31, 2004. The following pro forma information presents the results of operations of the company and the Eckerd results as if the acquisition had occurred as of the beginning of the periods presented. Due to different historical fiscal period ends for the Company and Eckerd, the results for the quarter ended August 31, 2003 combine the results of the Company for the quarter ended August 31, 2003 and the historical results of Eckerd for the quarter ended July 26, 2003. Because the pro forma financial information has been prepared based on preliminary estimates of fair values, the actual amounts recorded as of the completion of the purchase price allocation may differ materially from the information presented below. The pro forma financial information is not intended to represent or be indicative of the consolidated results of operations that would have been reported had the acquisition been completed as of the dates presents, and should not be taken as representative of future consolidated results of operations of the Company.

	Thirteen-week period ended August 28, 2004		Three-month period ended August 31, 2003
	Pro forma CAN GAAP		Pro forma CAN GAAP
	$		$
Sales	2,594,684		2,602,077
Cost of goods sold	1,982,681		1,983,312
Gross profit	612,003		618,765
Other revenues	38,613		38,062
General and operating expenses	549,748		509,615
Amortization	73,475		69,513
Operating income	27,393		77,699
Interest expense	45,788		43,993
Income (loss) before income taxes	(18,395	)	33,706
Income taxes	(16,657	)	11,916
Net income (loss)	(1,738	)	21,790

f)

Subsidiary guarantors

        The consolidated information below has been presented in accordance with the requirements of the Securities and Exchange Commission for guarantor financial statements. The Company's Senior Notes due 2012 and Senior Subordinated Notes due 2014 will be guaranteed by all subsidiaries of the Company (the "Subsidiary Guarantors"). The accompanying consolidated financial information as at August 28, 2004 and May 31, 2004 and for the thirteen-week period ended August 28, 2004, the three-month period ended August 31, 2003 and the year ended May 31, 2004 has been prepared in accordance with US GAAP. Each Subsidiary Guarantor is wholly-owned by the Company. All guarantees are full and unconditional, and joint and several (to the extent permitted by applicable law).

F-79

		As at August 28, 2004
		The Jean Coutu Group (PJC) Inc.		Subsidiary guarantors		Adjustments and eliminations		Consolidated
		$		$		$		$
Assets
Current assets
	Cash	83,970		17,611		—		101,581
	Accounts receivable	101,483		479,311		(13,575	)	567,219
	Inventories	82,050		1,530,662		—		1,612,712
	Prepaid expenses and other current assets	4,346		34,595		—		38,941
		271,849		2,062,179		(13,575	)	2,320,453
Investments		3,709,961		1,484,690		(5,173,849	)	20,802
Capital assets		230,173		1,169,792		—		1,399,965
Intangible assets		—		778,836		—		778,836
Goodwill		15,253		701,826		27		717,106
Other long-term assets		100,457		20,891		—		121,348
		4,327,693		6,218,214		(5,187,397	)	5,358,510
Liabilities
Current liabilities
	Accounts payable and accrued liabilities	121,908		1,987,409		(1,158,956	)	950,361
	Income taxes payable	4,575		(102	)	—		4,473
	Future income taxes	—		122,000		—		122,000
	Current portion of long-term debt	468,995		11,349		(447,857	)	32,487
		595,478		2,120,656		(1,606,813	)	1,109,321
Long-term debt		2,536,121		19,671		—		2,555,792
Other long-term liabilities		—		384,931		—		384,931
		3,131,599		2,525,258		(1,606,813	)	4,050,044
Shareholders' equity
	Capital stock	575,094		3,583,921		(3,583,921	)	575,094
	Contributed surplus	276		—		—		276
	Retained earnings	624,130		88,809		3,337		716,276
	Accumulated other comprensive income	(3,406	)	20,226		—		16,820
		1,196,094		3,692,956		(3,580,584	)	1,308,466
		4,327,693		6,218,214		(5,187,397	)	5,358,510

F-80

		As at May 31, 2004
		The Jean Coutu Group (PJC) Inc.		Subsidiary guarantors		Adjustments and eliminations		Consolidated
		$		$		$		$
Assets
Current assets
	Cash	—		24,932		(10,378	)	14,554
	Accounts receivable	99,031		100,518		(33	)	199,516
	Inventories	67,948		323,968		—		391,916
	Prepaid expenses and other current assets	2,628		19,870		(43	)	22,455
		169,607		469,288		(10,454	)	628,441
Investments		452,706		565		(431,973	)	21,298
Capital assets		220,177		309,711		—		529,888
Intangible assets		—		19,277		—		19,277
Goodwill		14,625		80,676		29		95,330
Other long-term assets		24,807		16,676		—		41,483
		881,922		896,193		(442,398	)	1,335,717
Liabilities
Current liabilities
	Bank overdraft and bank loans	10,378		15,000		(10,378	)	15,000
	Accounts payable and accrued liabilities	83,505		250,897		(99,411	)	234,991
	Income taxes payable	42,047		—		(43	)	42,004
	Current portion of long-term debt	1,816		20,750		—		22,566
		137,746		286,647		(109,832	)	314,561
Long-term debt		5,357		164,252		—		169,609
Other long-term liabilities		2,212		7,614		—		9,826
		145,315		458,513		(109,832	)	493,996
Shareholders' equity
	Capital stock	144,996		301,574		(301,574	)	144,996
	Contributed surplus	188		—		—		188
	Retained earnings	591,638		139,220		(30,992	)	699,866
	Accumulated other comprensive income	(215	)	(3,114	)	—		(3,329	)
		736,607		437,680		(332,566	)	841,721
		881,922		896,193		(442,398	)	1,335,717

F-81

		For the thirteen-week period ended August 28, 2004
		The Jean Coutu Group (PJC) Inc.	Subsidiary guarantors		Adjustments and eliminations		Consolidated
		$	$		$		$
Sales		272,294	1,026,114		(173	)	1,298,235
Other revenues		64,793	(9,736	)	(16,444	)	38,613
		337,087	1,016,378		(16,617	)	1,336,848
Operating expenses
	Cost of goods sold	248,679	763,708		(160	)	1,012,227
	General and operating expenses	27,628	236,651		(1,081	)	263,198
	Amortization	1,965	23,207		—		25,172
		278,272	1,023,566		(1,241	)	1,300,597
Operating income (loss)		58,815	(7,188	)	(15,376	)	36,251
	Interest on long-term debt	12,370	13,973		(11,321	)	15,022
	Other interest	54	819		(102	)	771
	Unrealised loss on derivative financial instruments	2,234	—		—		2,234
		14,658	14,792		(11,423	)	18,027
Income (loss) before income taxes		44,157	(21,980	)	(3,953	)	18,224
Income taxes		6,211	(10,374	)	—		(4,163	)
Net income (loss)		37,946	(11,606	)	(3,953	)	22,387

F-82

		For the three-month period ended August 31, 2003
		The Jean Coutu Group (PJC) Inc.	Subsidiary guarantors	Adjustments and eliminations		Consolidated
		$	$	$		$
Sales		240,701	439,264	(169	)	679,796
Other revenues		34,569	7,263	(3,770	)	38,062
		275,270	446,527	(3,939	)	717,858
Operating expenses
	Cost of goods sold	217,284	326,975	(154	)	544,105
	General and operating expenses	24,645	90,879	(1,046	)	114,478
	Amortization	1,872	7,709	—		9,581
		243,801	425,563	(1,200	)	668,164
Operating income		31,469	20,964	(2,739	)	49,694
	Interest on long-term debt	134	3,045	—		3,179
	Other interest	203	733	(8	)	928
		337	3,778	(8	)	4,107
Income before income taxes		31,132	17,186	(2,731	)	45,587
Income taxes		7,708	6,673	—		14,381
Net income		23,424	10,513	(2,731	)	31,206

F-83

		For the thirteen-week period ended August 28, 2004
		The Jean Coutu Group (PJC) Inc.		Subsidiary guarantors		Adjustments and eliminations		Consolidated
		$		$		$		$
Operating activities
Net income (loss)		37,946		(11,606	)	(3,953	)	22,387
Items not affecting cash
	Amortization	1,965		23,207		—		25,172
	Amortization of incentives paid to franchisees	823		—		—		823
	Amortization of deferred financing fees	688		744		—		1,432
	Loss on disposal of assets	(24	)	—		—		(24	)
	Unrealised loss on derivative financial instruments	2,234		—		—		2,234
	Future income taxes	(5,026	)	(848	)	—		(5,874	)
	Stock-based compensation	88		—		—		88
	Share in income of companies subject to significant influence	(1,451	)	—		1,594		143
		37,243		11,497		(2,359	)	46,381
Net changes in non-cash asset and liability items		(9,140	)	(180,504	)	50,831		(138,813	)
		28,103		(169,007	)	48,472		(92,432	)
Investing activities
	Business acquisitions	—		(2,514,521	)	—		(2,514,521	)
	Investments	(3,242,265	)	2,991		3,244,548		5,274
	Purchase of capital assets	(2,886	)	(17,667	)	—		(20,553	)
	Proceeds from the disposal of capital assets	415		(13	)	—		402
	Intangible assets	—		(623	)	—		(623	)
	Other long-term assets	(73,071	)	—		—		(73,071	)
		(3,317,807	)	(2,529,833	)	3,244,548		(2,603,092	)
Financing activities
	Changes in financing in subsidiary companies	—		3,244,548		(3,244,548	)	—
	Changes in advances to subsidiary companies	(10,036	)	10,100		(64	)	—
	Changes in bank loans	—		(15,000	)	—		(15,000	)
	Change in long-term debt	2,997,638		(634,161	)	1,047		2,364,524
	Issuance of capital stock	430,098		—		—		430,098
		3,417,700		2,605,487		(3,243,565	)	2,779,622
Foreign currency translation adjustments		(33,648	)	86,032		(49,455	)	2,929
Increase (decrease) in cash and cash equivalents		94,348		(7,321	)	—		87,027
Cash (bank overdraft), beginning of period		(10,378	)	24,932				14,554
Cash, end of period		83,970		17,611		—		101,581
Additional cash flow information
	Interest paid	224		2,625		—		2,849
	Income taxes paid	42,553		1,947		—		44,500

F-84

		For the three-month period ended August 31, 2003
		The Jean Coutu Group (PJC) Inc.		Subsidiary guarantors		Adjustments and eliminations		Consolidated
		$		$		$		$
Operating activities
Net income (loss)		23,424		10,513		(2,731	)	31,206
Items not affecting cash
	Amortization	1,872		7,709		—		9,581
	Amortization of incentives paid to franchisees	797		—		—		797
	Amortization of deferred financing fees	—		286		—		286
	Loss (gain) on disposal of assets	19		(1	)	—		18
	Future income taxes	(3,853	)	—		—		(3,853	)
	Share in income of companies subject to significant influence	(2,681	)	—		2,705		24
		19,578		18,507		(26	)	38,059
Net changes in non-cash asset and liability items		(9,140	)	(6,767	)	(349	)	(16,256	)
		10,438		11,740		(375	)	21,803
Investing activities
	Investments	(9,367	)	1,903		375		(7,089	)
	Purchase of capital assets	(4,390	)	(12,221	)	—		(16,611	)
	Proceeds from the disposal of capital assets	250		8		—		258
	Intangible assets	—		(271	)	—		(271	)
	Other long-term assets	(540	)	(495	)	—		(1,035	)
		(14,047	)	(11,076	)	375		(24,748	)
Financing activities
	Changes in bank loans	4,939		(389	)	—		4,550
	Change in long-term debt	(198	)	(5,033	)	—		(5,231	)
	Issuance of capital stock	888		—		—		888
	Dividends	(4,912	)	—		—		(4,912	)
		717		(5,422	)	—		(4,705	)
Foreign currency translation adjustments		(763	)	(365	)			(1,128	)
Decrease in cash and cash equivalents		(3,655	)	(5,123	)	—		(8,778	)
Cash (bank overdraft), beginning of period		(14,515	)	6,242		—		(8,273	)
Cash (bank overdraft), end of period		(18,170	)	1,119		—		(17,051	)
Additional cash flow information
	Interest paid	355		3,491		—		3,846
	Income taxes paid	3,282		3,071		—		6,353

F-85

Northern Operations of Eckerd drugstores
(a business of TDI Consolidated Corporation)

Carve Out Special Purpose Financial Statements

For Fiscal Years 2003, 2002 and 2001

(With Independent Auditors' Report Thereon)

F-86

Independent Auditors' Report

The Board of Directors
TDI Consolidated Corporation:

        We have audited the accompanying statements of assets and liabilities of the Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) as of January 31, 2004 and January 25, 2003 and the related statements of revenues and expenses and cash flows for the fiscal years ended January 31, 2004, January 25, 2003 and January 26, 2002. These statements are the responsibility of TDI Consolidated Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the assets and liabilities of the Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) as of January 31, 2004 and January 25, 2003, and the related statements of revenues and expenses and cash flows for the fiscal years ended January 31, 2004, January 25, 2003 and January 26, 2002 in conformity with accounting principles generally accepted in the United States of America.

	/s/ KPMG LLP
Tampa, Florida June 3, 2004

F-87

Northern Operations of Eckerd drugstores
(a business of TDI Consolidated Corporation)
Statements of Assets and Liabilities
(Dollars in thousands)
January 31, 2004 and January 25, 2003

			2003			2002
Assets
Current assets:
	Cash		$	4,294		$	4,550
	Receivables (net of bad debt reserve of $5,906 and $2,387) (notes 5 and 7)			165,685			192,271
	Merchandise inventory (net of LIFO reserve of $238,454 and $233,399) (note 3)			1,050,678			1,041,626
	Prepaid expenses			19,676			16,599
		Total current assets		1,240,333			1,255,046
Property and equipment (note 3):
	Land and buildings			150,650			119,215
	Furniture and fixtures			1,133,845			1,013,750
	Leasehold improvements			359,992			315,112
	Accumulated depreciation			(775,076	)		(671,348	)
		Property and equipment, net		869,411			776,729
Intangible assets (net of accumulated amortization of $190,330 and $155,932) (note 3)				399,554			423,740
Other assets				66,923			74,744
			$	2,576,221		$	2,530,259
Liabilities and Excess of Assets over Liabilities
Current liabilities:
	Current portion of capital leases (note 9)		$	8,627		$	5,006
	Accounts payable and accrued expenses (note 8)			708,826			710,232
		Total current liabilities		717,453			715,238
Capital leases (note 9)				15,781			12,581
Other liabilities				118,151			116,438
		Total liabilities		851,385			844,257
Excess of assets over liabilities (note 14)				1,724,836			1,686,002
			$	2,576,221		$	2,530,259
Commitments (note 10)

See accompanying notes to carve out special purpose financial statements.

F-88

Northern Operations of Eckerd drugstores
(a business of TDI Consolidated Corporation)
Statements of Revenues and Expenses
(Dollars in thousands)
Fiscal years ended January 31, 2004, January 25, 2003 and January 26, 2002

			2003		2002		2001
Revenues, net			$	7,894,320	$	7,598,305	$	7,090,897
Costs and expenses:
	Cost of goods sold			6,037,817		5,801,371		5,447,279
	Selling, general, and administrative expenses			1,663,220		1,578,574		1,516,830
	Interest expense			1,962		1,810		2,271
	Acquisition amortization (note 3)			18,037		18,499		25,883
	Loss on sale of receivable			2,719		2,450		3,191
	Restructuring and other charges, net			2,170		676		(6,418	)
		Total costs and expenses		7,725,925		7,403,380		6,989,036
		Income before income taxes		168,395		194,925		101,861
Income taxes (note 11)				64,290		71,454		36,417
		Net income	$	104,105	$	123,471	$	65,444

See accompanying notes to carve out special purpose financial statements.

F-89

Northern Operations of Eckerd drugstores
(a business of TDI Consolidated Corporation)
Statements of Cash Flows
(Dollars in thousands)
Fiscal years ended January 31, 2004, January 25, 2003 and January 26, 2002

			2003			2002			2001
Cash flows from operating activities:
	Net income		$	104,105		$	123,471		$	65,444
	Restructuring and other charges, net			—			(2,000	)		(2,000	)
	Depreciation and amortization, including intangible assets			190,783			162,509			157,381
	Deferred taxes			12,707			28,594			16,138
	Change in cash from:
		Receivables		26,585			(107	)		104,794
		Inventory		(9,052	)		7,511			34,602
		Prepaid and other assets		(3,077	)		(828	)		(661	)
		Accounts payable		17,388			69,692			(25,077	)
		Other assets and liabilities		(27,151	)		(14,972	)		(73,949	)
Net cash provided by operating activities				312,288			373,870			276,672
Cash flows from investing activities:
	Capital expenditures			(247,269	)		(192,200	)		(159,416	)
	Proceeds from sale of assets			4,798			3,247			3,864
	Proceeds from sale-leaseback transactions			7,758			—			—
Net cash used in investing activities				(234,713	)		(188,953	)		(155,552	)
Cash flows from financing activities:
	Repayments of capital leases			(12,560	)		(3,676	)		(3,354	)
	Distributions to J. C. Penney Corporation, Inc			(65,271	)		(180,922	)		(118,261	)
Net cash used in financing activities				(77,831	)		(184,598	)		(121,615	)
Net change in cash				(256	)		319			(495	)
Cash at beginning of year				4,550			4,231			4,726
Cash at end of year			$	4,294		$	4,550		$	4,231

        Supplemental cash flow information: Interest paid was $1,962 thousand, $1,810 thousand and $2,271 thousand for 2003, 2002 and 2001, respectively.

        Non cash transactions: In 2003, 2002 and 2001, the Northern Operations of Eckerd drugstores entered into capital leases for equipment totaling $19,381 thousand, $3,891 thousand and $2,345 thousand, respectively. In 2002 and 2001, the Northern Operations of Eckerd drugstores received contributions from and made distributions to J.C. Penney Corporation, Inc. of $5,002 thousand and $4,911 thousand, respectively. (See Note 14)

See accompanying notes to carve out special purpose financial statements.

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Northern Operations of Eckerd drugstores
(a business of TDI Consolidated Corporation)

Notes to Carve Out Special Purpose Financial Statements

January 31, 2004 and January 25, 2003
(Tables in thousands)

(1)  Description of Business

        TDI Consolidated Corporation (TDI) is the parent of Eckerd Corporation, Thrift Drug, Inc. (Thrift), and Genovese Drug Stores, Inc. (Genovese), collectively Eckerd drugstores (Eckerd), which operates 2,799 drugstores located in the Southwest, Southeast, Sunbelt, and Northeast regions of the United States. Eckerd sells pharmaceutical and related products, over-the-counter drugs as well as general merchandise such as photo processing services, greeting cards, and beauty and household products, snacks, vitamins, and baby products.

        TDI is a wholly owned subsidiary of J. C. Penney Corporation, Inc. (JCPenney), which is a wholly owned subsidiary of the holding company, J. C. Penney Company, Inc.

        In the fourth quarter of fiscal 2003, the Board of Directors of J. C. Penney Company, Inc. authorized JCPenney management to sell the Eckerd drugstore operations. On April 4, 2004, JCPenney signed definitive agreements with The Jean Coutu Group (PJC) Inc. (Coutu) and CVS Corporation and CVS Pharmacy, Inc. (collectively, CVS) for the sale of its Eckerd drugstore operations for a total of approximately $4.525 billion in cash. In the CVS transaction, for $2.150 billion, CVS will purchase approximately 1,260 Eckerd drugstores and support facilities located mainly in Southern states, principally Florida and Texas, and Eckerd's pharmacy benefits management, mail order and specialty pharmacy businesses (Southern Operations). In the Coutu transaction, Coutu will acquire the stock of Eckerd Corporation, Thrift and Genovese for $2.375 billion. Coutu will acquire approximately 1,539 Eckerd drugstores and support facilities located in thirteen Northeast and Mid-Atlantic states as well as the Eckerd Home Office located in Florida (Northern Operations).

(2)  Basis of Presentation and Methods of Allocation

        The Eckerd Northern Operations carve out special purpose financial statements have been prepared using specific identification of income and expenses and assets and liabilities if available, and if not available includes allocations and estimates which management believes are reasonable and appropriate under the circumstances. Certain assets and liabilities were allocated in accordance with the terms of the signed definitive agreements. However, these allocations and estimates may not necessarily reflect the financial position, operating results and cash flows for the periods presented had the Northern Operations been operated as a separate entity. Also, the assets and liabilities included herein may differ from those ultimately acquired based on the specific definitive agreements between Coutu and CVS.

        The statements of revenues and expenses for the Northern Operations were carved out of TDI using store specific identification for revenues and cost of goods sold, certain selling, general and administrative expenses (SG&A) and acquisition amortization. Other SG&A expenses, such as corporate overhead, were allocated primarily based on the percentage of specific total store sales to total TDI sales. Income tax expense was recalculated based on the TDI effective tax rate applied to pretax income after adjustments for the exclusion of interest on intercompany debt with JCPenney.

        The statements of assets and liabilities for the Northern Operations was carved out of TDI using location specific identification of assets and liabilities where available. When location specific identification was not available, the following methods of allocation were used: store count being acquired as a percentage of total store count; percentage of specific total store sales to total TDI sales;

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percentage of specific store pharmacy sales to total pharmacy sales; percentage of specific store front-end and express photo sales to total front-end and express photo sales; percentage of headcount per location to total headcount; percentage of 401(k) participants per location to total 401(k) participants; percentage of net managed care receivables to total net managed care receivables and other various allocation methods that were reasonable and appropriate.

        These carve out special purpose financial statements exclude Eckerd goodwill, certain retirement related plans (primarily pension), certain taxes, income taxes payable, deferred income taxes and Eckerd intercompany debt with JCPenney, which are not part of the assets acquired or liabilities assumed in accordance with the terms of the definitive agreements. In addition, the assets and liabilities related to the Home Office facility have been allocated to the Northern Operations, as well as the asset for the trade name of Eckerd.

        The Eckerd Northern Operations financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and in a manner which management believes is reasonable and appropriate. All significant intercompany transactions and accounts have been eliminated.

        The preparation of these financial statements includes the use of "carve out" accounting procedures wherein certain assets, liabilities, and expenses historically recorded or incurred at the Eckerd level (including certain allocations from related-party transactions with JCPenney as described in Note 4), which were related to the Northern Operations, have been identified and allocated as appropriate to present the financial position, operating results and cash flows of the Northern Operations for the periods presented.

        Eckerd and the Northern Operations are subject to certain of the risks and uncertainties associated with JCPenney. Assets of Eckerd and the Northern Operations may be subject to the liabilities of JCPenney, whether such liabilities arise from lawsuits, contracts or indebtedness attributed to JCPenney.

(3)  Summary of Significant Accounting Policies

Use of estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. While actual results could differ from these estimates, management does not expect the differences, if any, to have a material effect on the financial statements.

        The most significant estimates relate to inventory valuation for drugstores under the modified retail method, including adjustments for shortages (shrinkage); valuation of long-lived and intangible assets, and valuation allowances and reserves, specifically related to closed stores, workers' compensation and general liability, income taxes and litigation, and allocation of Eckerd accounts as described above.

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        Closed store reserves are established for the present value of lease obligations, net of estimated sublease rental income and other exit costs. Workers' compensation and general liability reserves are based on actuarially determined estimates of reported and incurred but not reported claims resulting from historical experience and current data. Income taxes are estimated for each jurisdiction in which Eckerd Northern Operations operates. Litigation reserves are based on management's best estimate of probable liability, in consultation with inside and outside counsel, and are based upon a combination of litigation and settlement strategies.

Fiscal year — The fiscal year ends on the last Saturday in January. Fiscal 2003 ended January 31, 2004, fiscal 2002 ended January 25, 2003, and fiscal 2001 ended January 26, 2002. Fiscal 2003 contained 53 weeks while fiscal 2002 and fiscal 2001 contained 52 weeks.

Revenue recognition — Revenues from retail merchandise sales and services, including delivery fees, are recognized at the point of sale and are reported net of returns and allowances and sales taxes. Revenues from pharmacy sales are recognized at the point of sale for customer cash sales and co-payments under managed care plans. Reimbursements from managed care plans are recognized as revenue when prescriptions are filled and claims are electronically submitted to and approved by the plan.

Vendor allowances — There are agreements with vendors for allowances to purchase and promote their products. The total value of allowances received from vendors is based on amounts specified in the agreements or in certain cases based on purchase volumes. These amounts are recognized in accordance with EITF 02-16 and the provisions of the related agreements as either a reduction of cost of goods sold or a reduction of selling, general and administrative expenses over the terms of the agreements or as sales are made.

Advertising — Advertising costs which include newspaper, television, radio and other media advertising, are either expensed as incurred or the first time the advertising occurs. Advertising costs, net of vendor allowances, for the Northern Operations, were $41,047 thousand, $32,824 thousand and $27,050 thousand for fiscal years 2003, 2002, and 2001, respectively.

Retirement-related benefits — Retirement-related benefits for the Northern Operations is for the Eckerd 401(k) savings plan only, as sponsorship of defined benefit pension plans and other defined benefit postretirement plans will be transferred to and retained by J. C. Penney Company, Inc. (see Note 12 Retirement Benefit Plans).

Pre-opening expenses — Costs associated with the opening of new stores are expensed in the period incurred.

Income taxes — Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The deferred taxes of the Northern Operations have been retained at TDI.

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Receivables, net — Customer receivables from retail managed care operations for the Northern Operations were $108,995 thousand and $107,389 thousand as of fiscal year-end 2003 and 2002, respectively. Also included in this classification are vendor allowance receivables, credit card receivables, and other miscellaneous receivables. Bad debt reserves have been established for the retail managed care operations receivables.

Merchandise inventory — Substantially all merchandise inventory is valued at the lower of cost (using the last-in, first-out or "LIFO" method) or market (net realizable value). Warehouse and drugstore pharmacy merchandise inventories are calculated at cost. Substantially all of general merchandise drugstore inventory is calculated using the retail method. LIFO charges included in cost of goods sold for the Northern Operations were $5,055 thousand, $15,045 thousand and $31,406 thousand for fiscal years 2003, 2002 and 2001, respectively. Eckerd utilizes internally developed price indices based on cost to estimate the effects of inflation on inventories.

Property and equipment, net — Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is provided principally by the straight-line method over the estimated useful lives of the related assets. Depreciation expense included in selling, general and administrative expenses for the Northern Operations were $140,059 thousand, $119,680 thousand and $111,468 thousand for fiscal years 2003, 2002 and 2001, respectively. The primary useful lives are 30 and 40 years for store and warehouse facilities, respectively, up to 10 years for furniture and equipment, and up to eight years for transportation equipment. Leasehold improvements are amortized over the shorter of the estimated useful lives of the improvements or the terms of the related leases. Routine maintenance and repairs are charged to expense when incurred. Major replacements and improvements are capitalized. The cost of assets sold or retired and the related accumulated depreciation or amortization are removed from the accounts with any resulting gain or loss included in net income.

		2003
		Cost		Accumulated depreciation		Net book value
Land and buildings		$	150,650	$	50,343	$	100,307
Furniture and fixtures			1,133,845		537,689		596,156
Leasehold improvements			359,992		187,044		172,948
	Total	$	1,644,487	$	775,076	$	869,411

		2002
		Cost		Accumulated depreciation		Net book value
Land and buildings		$	119,215	$	49,083	$	70,132
Furniture and fixtures			1,013,750		457,644		556,106
Leasehold improvements			315,112		164,621		150,491
	Total	$	1,448,077	$	671,348	$	776,729

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Capitalized software costs — Costs associated with the acquisition or development of software for internal use are capitalized and amortized over the expected useful life of the software. The amortization period generally ranges from three to seven years. Unamortized software costs for the Northern Operations were $64,127 thousand and $71,867 thousand as of fiscal year-end 2003 and 2002, respectively, and are presented in Other assets on the Statement of Assets and Liabilities. Amortization expense included in selling, general and administrative expenses for the Northern Operations was $15,833 thousand, $9,262 thousand and $6,999 thousand for fiscal years 2003, 2002 and 2001.

Goodwill and other intangible assets and long-lived assets — Effective January 27, 2002, Eckerd adopted SFAS No. 142, Goodwill and Other Intangible Assets. Upon adoption, Eckerd ceased amortization of goodwill and the Eckerd trade name. The total net carrying amount of goodwill and the Eckerd trade name was $2,591,839 thousand as of January 26, 2002.

        Management of TDI evaluates the recoverability of goodwill and other indefinite-lived intangible assets annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. There were no impairment charges recorded in fiscal years 2003, 2002 and 2001.

        Other intangible assets with estimable useful lives will continue to be amortized over those lives. The primary useful lives of other intangible assets are seven years for prescription files and the initial term of the lease for favorable lease rights. Acquisitions of other intangible assets, principally prescription files, were $14,167 thousand, $12,866 thousand and $11,657 thousand for fiscal years 2003, 2002 and 2001, respectively.

        Intangible assets for the Northern Operations consisted of the following:

			2003			2002
Amortizing intangible assets:
	Prescription files		$	178,817		$	168,605
	Less accumulated amortization			(113,260	)		(91,044	)
		Prescription files, net		65,557			77,561
	Favorable lease rights			88,692			88,692
	Less accumulated amortization			(77,070	)		(64,888	)
		Favorable lease rights, net		11,622			23,804
Non-amortizing intangible assets Trade name				322,375			322,375
Total intangible assets			$	399,554		$	423,740

        The following table for the Northern Operations provides amortization expense for the fiscal periods presented. Amortization expense related to major business acquisitions is reported as

F-95

acquisition amortization on the consolidated statements of operations. The remaining amount of amortization expense is included in selling, general and administrative (SG&A) expense.

	2003		2002		2001
Major business acquisitions(1)	$	18,037	$	18,499	$	25,883
Other acquisitions		16,854		15,068		13,031
Total amortization	$	34,891	$	33,567	$	38,914

(1)

Includes amortization expense of $5,074 thousand related to trade name for fiscal year-end 2001, before the adoption of SFAS No. 142. Major business acquisitions include JCPenney push down accounting for Eckerd Corporation acquired in early 1997 and Genovese Drug Stores, Inc., acquired in March 1999.

        Amortization expense for the intangible assets reflected above is expected to be approximately (in thousands) $25,887, $19,018, $11,132, $6,989 and $5,400 for fiscal years 2004, 2005, 2006, 2007 and 2008, respectively. Of these amounts, amortization related to major business acquisitions is expected to be approximately (in thousands) $9,159, $5,727 and $1,175, for fiscal years 2004, 2005, and 2006, respectively.

Impairment of long-lived assets — In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, Eckerd evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. Factors considered important which could trigger an impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or Eckerd's overall business strategies. SFAS No. 144 requires that if the sum of the future cash flows expected to result from the use of and eventual disposition of Eckerd's long-lived assets, undiscounted and without interest charges, is less than the reported value of those assets, an asset impairment must be recognized in the financial statements. The amount of impairment to recognize is calculated by subtracting the fair value of the assets from the reported value of the assets. In connection with the decision to dispose of Eckerd, management performed an impairment analysis for its long-lived assets, on a held for use basis. This analysis did not result in any impairment charge on long-lived assets in these financial statements.

Exit or disposal activity costs — In June 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. This Statement requires that costs associated with exit or disposal activities be recorded at their fair values when a liability has been incurred. Under previous guidance, certain exit costs were accrued upon management's commitment to an exit plan, which is generally before an actual liability has been incurred. This Statement was effective for exit or disposal activities initiated after December 31, 2002. Eckerd adopted the provisions of SFAS No. 146 beginning in the third quarter of fiscal 2002. As a result, certain costs associated with exit or disposal activities are recorded in later periods than under the previous rules, but the change did not have a material impact on the Northern Operations results of operations or financial condition.

Effects of new accounting standards — Eckerd adopted Emerging Issues Task Force (EITF) Issue No. 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a

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Vendor, in the first quarter of fiscal year 2003. This pronouncement requires that vendor allowances be treated as a reduction of inventory costs unless specifically identified as a reimbursement of costs to advertise the vendor's products or payment for other services. In addition, any vendor allowances received in excess of costs incurred should be treated as a reduction of inventory costs. The adoption of EITF Issue No. 02-16 did not have a material impact on the Northern Operations financial results.

        Eckerd adopted EITF Issue No. 03-10, "Application of EITF Issue No. 02-16, 'Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor', by Resellers to Sales Incentives Offered to Consumers by Manufacturers" in the fourth quarter of fiscal year 2003. This pronouncement addresses whether sales incentives offered directly to consumers (for example, manufacturer coupons or mail-in rebates) are subject to the guidance in Issue No. 02-16. Issue No. 03-10 is effective for new arrangements, including modifications to existing arrangements, entered into or redeemed in fiscal periods beginning after November 2003. The adoption of EITF Issue No. 03-10 did not have a material impact on the Northern Operations financial results.

        In January 2003, the FASB issued Interpretation No. (FIN) 46, Consolidation of Variable Interest Entities, which establishes criteria to identify variable interest entities (VIE) and the primary beneficiary of such entities. An entity that qualifies as a VIE must be consolidated by its primary beneficiary. All other holders of interests in a VIE must disclose the nature, purpose, size and activity of the VIE as well as their maximum exposure to losses as a result of involvement with the VIE. FIN 46 was revised in December 2003 and is effective for financial statements of public entities that have special-purpose entities, as defined, for periods ending after December 15, 2003. For public entities without special-purpose entities, it is effective for financial statements for periods ending after March 15, 2004. Eckerd has a special-purpose subsidiary, as defined, that was established for the purpose of selling securitized receivables (see Note 5 Sale of Receivables). Adoption of FIN 46 did not have a material effect on the Northern Operations financial position or operating results.

(4)  Corporate Activities and Related-Party Transactions

        The Northern Operations carve out special purpose financial statements reflect the further allocation of services provided to Eckerd by JCPenney for various corporate activities, as described below:

(a)  Shared Services and Support Activities

        JCPenney provides certain services to Eckerd, including financial and accounting services, information systems services, internal auditing and tax services, benefits administration, corporate finance and administrative support. A portion of the cost of such shared services has been allocated to Eckerd based upon the use of such services and activities and the good faith judgment of JCPenney management. Where determinations based on use alone were not practical, other methods and criteria were used to provide a reasonable allocation of the cost of shared services, including support activities attributable to Eckerd. Of the costs charged to Eckerd, the portion which has been allocated to the Northern Operations for shared services, totaled approximately $14,677 thousand, $13,793 thousand and $13,179 thousand for fiscal 2003, fiscal 2002 and fiscal 2001, respectively.

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        Allocation and related party transaction policies can be rescinded or amended at the discretion of JCPenney management. Any such changes so adopted would be made in their good faith business judgment regarding the best interests of JCPenney and its stockholders. These certain services provided to Eckerd, may continue to be provided for a period of time in the future to Coutu and CVS, who have, or will negotiate for these services with JCPenney.

(b)  Income Taxes

        Income tax provisions of JCPenney and its subsidiaries are determined on a consolidated basis. Consolidated income tax provisions and related tax payments or refunds are allocated between subsidiaries based principally on reported income or loss, taxable income or loss, and tax credits directly attributable to each subsidiary. These allocations reflect each subsidiaries contribution, whether positive or negative, to JCPenney's consolidated taxable income and the consolidated tax liability and tax credit position. Credit for tax benefits that could not be used by the subsidiary generating those benefits, but could be used on a consolidated basis, were allocated to the subsidiary that generated such benefits. Intercompany transactions are treated and taxed as if each subsidiary were a stand-alone company.

        Current and deferred taxes and taxes payable or refundable that are allocated to each subsidiary in their respective financial statements may differ from those that would be allocated to each subsidiary if they filed separate income tax returns.

(5)  Sale of Receivables

        In May 2001, Eckerd securitized certain managed care receivables by forming a bankruptcy-remote special purpose subsidiary, ECR Receivables, Inc. (ECR), which in turn entered into a three-year revolving receivables purchase facility agreement with an unrelated entity, Three Rivers Funding Corporation (TRFC), an asset-backed commercial paper conduit sponsored by Mellon Financial Corporation. Effective February 3, 2003, the agreement was amended to add Bryant Park Funding LLC (Bryant Park) and HSBC Bank USA as purchasers, and to securitize additional Eckerd managed care receivables. Under the facility, Eckerd sells to ECR, on a continuous basis, all of its managed care receivables. ECR then sells to TRFC and Bryant Park an undivided interest in all eligible receivables while maintaining a subordinated interest, in the form of overcollateralization, in a portion of the receivables. Eckerd received cash proceeds of approximately $200,000 thousand in May 2001 from the sale, and on February 3, 2003, received approximately $50,000 thousand of additional cash proceeds. Eckerd has agreed to continue servicing the sold receivables at market rates; accordingly, no servicing asset or liability has been recorded.

        Securitized managed care receivables for the Northern Operations totaled $164,086 thousand and $194,951 thousand, of which the subordinated retained interest was $26,506 thousand and $74,611 thousand as of January 31, 2004 and January 25, 2003, respectively. The portion of the receivables in which third parties have an undivided ownership interest, has been reflected as a reduction of receivables in the accompanying consolidated statements of assets and liabilities as of January 31, 2004 and January 25, 2003. Losses and expenses related to receivables sold under this agreement, which is principally derived from Commercial Paper rates, totaled $2,719 thousand,

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$2,450 thousand and $3,191 thousand for fiscal 2003, fiscal 2002 and fiscal 2001, respectively and are included in the statements of operations.

        On May 20, 2004, Eckerd paid and terminated the managed care receivables securitization program. The final settlement was approximately $220,996 thousand.

(6)  Fair Value of Financial Instruments

        The Northern Operations other financial instruments consist of cash, receivables, net, accounts payable and accrued expenses and other current liabilities which approximate fair value due to the short maturity of those instruments.

(7)  Receivables, Net

	2003		2002
Customer receivables, net	$	108,995	$	107,389
Other		56,690		84,882
Total receivables, net	$	165,685	$	192,271

        The Northern Operations has no significant concentrations of credit risk. Concentration of customer receivables are considered to be limited due to the number of managed care plans and large number of customers.

(8)  Accounts Payable and Accrued Expense

	2003		2002
Accounts payable, primarily trade	$	492,406	$	474,327
Accrued salaries, vacation and bonus		50,910		70,249
Accrued rent		24,794		25,180
Workers compensation and general liability insurance		23,282		17,827
Restructuring and other reserves		12,158		14,092
Advertising payables		7,507		14,552
Other		97,769		94,005
Total accounts payable and accrued expenses	$	708,826	$	710,232

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(9)  Capital Leases

        The following table reflects the Northern Operations total capital leases as of January 31, 2004 and January 25, 2003.

	2003			2002
Capital leases	$	24,408		$	17,587
Less: current portion of capital leases		(8,627	)		(5,006	)
Total long-term capital leases	$	15,781		$	12,581

        Total interest expense was $1,962 thousand, $1,810 thousand and $2,271 thousand in fiscal 2003, 2002, and 2001, respectively.

(10)  Commitments

        Eckerd conducts the majority of its retail operations from leased premises. Almost all leases will expire during the next 20 years; however, most leases will be renewed or replaced by leases on other premises. Rent expense for real property operating leases for the Northern Operations totaled $274,937 thousand, $257,477 thousand and $235,427 thousand in fiscal 2003, 2002 and 2001, including contingent rent based on sales, of $15,132 thousand, $18,849 thousand and $18,507 thousand, respectively.

        Eckerd also leases data processing equipment and other personal property under operating leases of primarily three to five years. Rent expense for personal property leases for the Northern Operations was $21,550 thousand, $28,827 thousand and $32,043 thousand in fiscal 2003, 2002 and 2001, respectively.

        Future minimum lease payments for non-cancelable operating and capital leases, net of executory costs, principally real estate taxes, maintenance and insurance, and subleases as of January 31, 2004 for the Northern Operations were:

	Operating		Capital
2004	$	253,649	$	9,583
2005		241,848		7,893
2006		228,170		3,894
2007		218,658		3,344
2008		209,677		899
Thereafter		2,061,299		—
Total minimum lease payments	$	3,213,301	$	25,613
Weighted average interest rate				9.2	%

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(11)  Taxes

        The effective tax rate for the Northern Operations was 38.2%, 36.7% and 35.8% for fiscal 2003, 2002 and 2001, respectively. These effective tax rates were applied to pretax income (adjusted for the exclusion of interest on intercompany debt with JCPenney), to calculate the applicable income tax expense for the Northern Operations, which approximates the Northern Operations on a separate return basis. The effective income tax rate in fiscal 2003 and 2002 was higher than the expected federal income tax statutory rate of 35%, primarily because of state income taxes (less the federal income tax effect), and other non-deductible expenses for tax purposes.

        The components of the provision for income taxes calculated for the Northern Operations based on the effective tax rates for Eckerd are as follows:

			2003		2002		2001
Current:
	Federal and foreign		$	45,135	$	42,043	$	20,279
	State and local			6,448		817		—
		Total current		51,583		42,860		20,279
Deferred:
	Federal and foreign			11,241		24,928		16,138
	State and local			1,466		3,666		—
		Total deferred		12,707		28,594		16,138
Total income tax expense			$	64,290	$	71,454	$	36,417

        Deferred tax assets and liabilities reflected in Eckerd's consolidated balance sheets as of January 31, 2004 and January 25, 2003, were measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. All tax-related liabilities and deferred taxes have been transferred to TDI and are included as distributions to J.C. Penney Corporation, Inc. in the Statements of Cash Flows.

        The major components of deferred tax assets and liabilities as of January 31, 2004 and January 25, 2003 for TDI were as follows: deferred tax assets for worker's compensation/general liability, state net operating losses, accrued vacation, reserves and other, and deferred tax liabilities for depreciation, amortization and inventories.

        TDI's assessment is that the nature of future taxable income may not allow the realization of certain tax benefits of state net operating losses within the prescribed carryforward period. Accordingly, TDI has established a valuation allowance as of January 31, 2004 and January 25, 2003 for the amount of deferred tax assets generated by state net operating losses that may not be realized.

F-101

(12)  Retirement Benefit Plans

        Effective January 1, 2002, Eckerd adopted a new 401(k) plan for all eligible associates. Account balances for Eckerd associates who were participants in J. C. Penney Corporation, Inc. Savings, Profit-sharing and Stock Ownership Plan were transferred to the new plan. Eckerd provides eligible associates with a fixed match of $1.50 for each $1.00 contributed on the first 2% of pay and a $1.00 match for each $1.00 contributed on the next 1% of pay. Eckerd matching contributions vest immediately and the amount related to the Northern Operations totaled $17,433 thousand and $16,677 thousand in fiscal 2003 and 2002, respectively. At their option, Eckerd associates account balances including the Eckerd match, can be transferred among various investment options including J. C. Penney Company, Inc. common stock.

        Total Northern Operations expense for 401(k) savings plans for fiscal 2003, 2002 and 2001 were $17,581 thousand, $17,372 thousand and $4,363 thousand, respectively.

(13)  Litigation

        Eckerd and the Northern Operations are subject to various legal and governmental proceedings involving routine litigation incidental to the business. The ultimate legal and financial liability of Eckerd and the Northern Operations with respect to these matters cannot be estimated with any certainty, but in the opinion of management, after consulting with legal counsel, is not expected to have a material effect on the annual results of operations, financial position, liquidity or capital resources of Eckerd or the Northern Operations.

(14)  Excess of Assets Over Liabilities

        The following table provides a reconciliation of the changes in excess of assets over liabilities for the Northern Operations:

	Excess of assets over liabilities
Balance January 27, 2001	$	1,796,179
Net income		65,444
Distributions to J.C. Penney Corporation, Inc		(123,172	)
Balance January 26, 2002		1,738,451
Net income		123,471
Distributions to J.C. Penney Corporation, Inc		(175,920	)
Balance January 25, 2003		1,686,002
Net income		104,105
Distributions to J.C. Penney Corporation, Inc		(65,271	)
Balance January 31, 2004	$	1,724,836

F-102

(15)  Stock-Based Compensation

        Certain Eckerd associates participate in stock option plans of J.C. Penney Company, Inc. (JCPenney Company). The plans generally provide for grants to associates of options to purchase the JCPenney Company's common stock, stock awards or stock appreciation rights. Stock options and awards typically vest over performance periods ranging from one to five years. The number of option shares is fixed at the grant date, and the exercise price of stock options is generally set at the market price on the date of the grant. Options have a maximum term of ten years.

        The Northern Operations of Eckerd drugstores accounts for stock-based compensation under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees(APB 25), and related Interpretations. No stock-based employee compensation cost is reflected in net income for stock options, as all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the date of grant. Compensation expense for restricted stock awards with pro rata vesting is recorded on a straight-line basis over the vesting period, which typically ranges from one to five years.

        The Northern Operations of Eckerd drugstores follows the intrinsic value expense recognition provisions of APB 25 as permitted by SFAS No. 123, Accounting for Stock-Based Compensation. As a result, no compensation expense is recognized for stock options. As required by SFAS No. 123, the Northern Operations of Eckerd drugstores estimates the pro forma effect of recording the estimated Black-Scholes fair value of the JCPenney Company stock options as expense over the vesting period.

        The following table illustrates the effect on net income as if the Northern Operations of Eckerd had applied the fair value recognition provisions of SFAS No. 123 to stock options related to associates of the Northern Operations.

	2003			2002		2001
Net income, as reported	$	104,105		123,471		65,444
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		—		—		—
Deduct: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects		(3,649	)	(3,327	)	(2,367	)
Pro forma net income	$	100,456		120,144		63,077

        JCPenney Company used the Black-Scholes option-pricing model to estimate the grant date fair value of its stock option grants for the periods presented above. The following Black-Scholes assumptions were used to estimate the grant date fair value of the JCPenney Company stock options granted to associates of the Northern Operations of Eckerd drugstores:

Option assumptions	2003			2002		2001
Dividend yield		3.9	%	3.9	%	4.2	%
Expected volatility		42.4	%	40.0	%	40.2	%
Risk-free interest rate		3.4	%	4.7	%	4.8	%
Expected option term		7 years		7 years		5 years
Weighted-average fair value of options at grant	$	6.07		6.32		4.36

F-103

Northern Operations of Eckerd drugstores
(a business of TDI Consolidated Corporation)

Condensed Carve Out Special Purpose Financial Statements

For Fiscal Quarters (13 and 26 Weeks) Ended July 31, 2004 and July 26, 2003

F-104

Northern Operations of Eckerd drugstores
(a business of TDI Consolidated Corporation)

Condensed Statements of Assets and Liabilities
(Dollars in thousands)
July 31, 2004, July 26, 2003 and January 31, 2004
(Unaudited)

			July 31, 2004			July 26, 2003			January 31, 2004
Assets
Current assets:
	Cash		$	4,223		$	4,210		$	4,294
	Receivables (net of bad debt reserve of $7,919, $3,272 and $5,906)			324,199			168,518			165,685
	Merchandise inventory (net of LIFO reserve of $258,791, $242,234 and $238,454)			993,172			1,091,008			1,050,678
	Prepaid expenses			16,984			14,599			19,676
		Total current assets		1,338,578			1,278,335			1,240,333
Property and equipment:
	Land and buildings			172,208			128,266			150,650
	Furniture and fixtures			1,151,015			1,018,168			1,133,845
	Leasehold improvements			360,238			318,355			359,992
	Accumulated depreciation			(827,857	)		(665,079	)		(775,076	)
		Property and equipment, net		855,604			799,710			869,411
Intangible assets (net of accumulated amortization of $204,636, $197,900 and $190,330)				450,610			481,732			399,554
Other assets				2,442			37,213			66,923
			$	2,647,234		$	2,596,990		$	2,576,221
Liabilities and Excess of Assets over Liabilities
Current liabilities:
	Current portion of capital leases		$	11,307		$	6,384		$	8,627
	Accounts payable and accrued expenses			751,573			775,280			708,826
		Total current liabilities		762,880			781,664			717,453
Capital leases				19,968			13,890			15,781
Other liabilities				120,526			111,411			118,151
		Total liabilities		903,374			906,965			851,385
Excess of assets over liabilities				1,743,860			1,690,025			1,724,836
			$	2,647,234		$	2,596,990		$	2,576,221

See accompanying notes to carve out special purpose financial statements.

F-105

Northern Operations of Eckerd drugstores
(a business of TDI Consolidated Corporation)

Condensed Statements of Revenues and Expenses
(Dollars in thousands)
13 and 26 weeks ended July 31, 2004 and July 26, 2003
(Unaudited)

			13 Weeks Ended					26 Weeks Ended
			July 31, 2004			July 26, 2003		July 31, 2004		July 26, 2003
Revenues, net			$	1,886,994		$	1,922,281	$	3,823,057	$	3,860,208
Costs and expenses:
	Cost of goods sold			1,446,941			1,470,767		2,944,654		2,958,002
	Selling, general, and administrative expenses			437,404			408,824		843,943		801,163
	Interest expense			544			393		1,088		758
	Acquisition amortization			2,291			3,442		4,582		7,920
	Loss on Sale of Receivable			12			632		563		1,511
	Restructuring and other charges, net			449			539		923		1,123
		Total costs and expenses		1,887,641			1,884,597		3,795,753		3,770,477
		Income before income taxes		(647	)		37,684		27,304		89,731
Income taxes				(171	)		14,395		10,239		34,248
		Net income	$	(476	)	$	23,289	$	17,065	$	55,483

See accompanying notes to carve out special purpose financial statements.

F-106

Northern Operations of Eckerd drugstores
(a business of TDI Consolidated Corporation)

Condensed Statements of Cash Flows
(Dollars in thousands)
26 weeks ended July 31, 2004 and July 26, 2003
(Unaudited)

				July 31, 2004			July 26, 2003
Cash flows from operating activities:
	Net income			$	17,065		$	55,483
	Depreciation and amortization, including intangible assets				94,244			84,499
	Deferred taxes				(17,165	)		(7,365	)
	Change in cash from:
		Receivables			(158,514	)		23,753
		Inventory			57,506			(49,382	)
		Prepaid and other assets			2,692			2,000
		Accounts payable			62,348			141,065
		Other assets and liabilities			22,826			(76,147	)
			Net cash provided by operating activities		81,002			173,906
Cash flows from investing activities:
	Capital expenditures				(99,755	)		(127,955	)
	Proceeds from sale of assets				20,016			8,475
			Net cash used in investing activities		(79,739	)		(119,480	)
Cash flows from financing activities:
	Repayments of capital leases				(2,421	)		(3,307	)
	Contributions from/(distributions to) J. C. Penney Corporation, Inc.				1,087			(51,459	)
			Net cash used in financing activities		(1,334	)		(54,766	)
			Net change in cash		(71	)		(340	)
Cash at beginning of year					4,294			4,550
Cash at end of year				$	4,223		$	4,210

        Supplemental cash flow information: Interest paid was $1,008 thousand and $758 thousand for 2004 and 2003, respectively.

        Non cash transactions: In 2004 and 2003, the Northern Operations of Eckerd drugstores entered into capital leases for equipment totaling $9,288 thousand and $5,994 thousand, respectively.

See accompanying notes to carve out special purpose financial statements.

F-107

Northern Operations of Eckerd drugstores
(a business of TDI Consolidated Corporation)


Notes to Condensed Carve Out Special Purpose Financial Statements
(Dollars in thousands)
(Unaudited)

(1)  Summary of Significant Accounting Policies

        A description of significant accounting policies is included in the Carve Out Special Purpose Financial Statements for the Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) for fiscal years 2003, 2002 and 2001. The accompanying statement of assets and liabilities as of January 31, 2004 has been derived from the statement appearing in those Carve Out Special Purpose Financial Statements and, along with the accompanying unaudited Condensed Carve Out Special Purpose Financial Statements should be read in conjunction with the Carve Out Special Purpose Financial Statements and notes thereto.

        The accompanying Condensed Carve Out Special Purpose Financial Statements are unaudited but, in the opinion of management, include all material adjustments necessary for a fair presentation. Because of certain holidays and other seasonal influences, operating results for interim periods are not necessarily indicative of the results that may be expected for the full year

(2)  Description of Business

        TDI Consolidated Corporation (TDI) is the parent of Eckerd Corporation, Thrift Drug, Inc. (Thrift), and Genovese Drug Stores, Inc. (Genovese), collectively Eckerd drugstores (Eckerd), which as of July 31, 2004 operated 2,818 drugstores located in the Southwest, Southeast, Sunbelt, and Northeast regions of the United States. Eckerd sells pharmaceutical and related products, over-the-counter drugs as well as general merchandise such as photo processing services, greeting cards, and beauty and household products, snacks, vitamins, and baby products.

        TDI is a wholly owned subsidiary of J. C. Penney Corporation, Inc. (JCPenney), which is a wholly owned subsidiary of the holding company, J. C. Penney Company, Inc.

        In the fourth quarter of fiscal 2003, the Board of Directors of J. C. Penney Company, Inc. authorized JCPenney management to sell the Eckerd drugstore operations. On April 4, 2004, JCPenney signed definitive agreements with The Jean Coutu Group (PJC) Inc. (Coutu) and CVS Corporation and CVS Pharmacy, Inc. (collectively, CVS) for the sale of its Eckerd drugstore operations for a total of approximately $4.525 billion in cash. On July 31, 2004, JCPenney closed on the sale of its Eckerd drugstore operations for a total of approximately $4.7 billion in cash proceeds. Part of the proceeds received by JCPenney included $209 million for the estimated increase in Eckerd's working capital from January 31, 2004 to July 31, 2004. The working capital adjustment will change based on the final closing balance sheet, which is subject to a review period and will be agreed to between JCPenney, CVS and Coutu. In the CVS transaction, CVS purchased 1,269 Eckerd drugstores and support facilities located mainly in Southern states, principally Florida and Texas, and Eckerd's pharmacy benefits management, mail order and specialty pharmacy businesses (Southern Operations). In the Coutu transaction, Coutu acquired the stock of Eckerd Corporation, Thrift and Genovese, and 1,549 Eckerd drugstores and support facilities located in thirteen Northeast and Mid-Atlantic states as well as the Eckerd Home Office located in Florida (Northern Operations).

F-108

(3)  Basis of Presentation and Methods of Allocation

        The Eckerd Northern Operations unaudited condensed carve out special purpose financial statements have been prepared using specific identification of income and expenses and assets and liabilities if available, and if not available includes allocations and estimates which management believes are reasonable and appropriate under the circumstances. Certain assets and liabilities were allocated in accordance with the terms of the signed definitive agreements. However, these allocations and estimates may not necessarily reflect the financial position, operating results and cash flows for the periods presented had the Northern Operations been operated as a separate entity. Also, the assets and liabilities included herein may differ from those ultimately acquired based on the specific definitive agreements between Coutu and CVS.

        The condensed statements of revenues and expenses for the Northern Operations were carved out of TDI using store specific identification for revenues and cost of goods sold, certain selling, general and administrative expenses (SG&A) and acquisition amortization. Other SG&A expenses, such as corporate overhead, were allocated primarily based on the percentage of specific total store sales to total TDI sales. Income tax expense was recalculated based on the TDI effective tax rate applied to pretax income after adjustments for the exclusion of interest on intercompany debt with JCPenney.

        The condensed statements of assets and liabilities for the Northern Operations was carved out of TDI using location specific identification of assets and liabilities where available. When location specific identification was not available, allocations based on the following were used: store count being acquired as a percentage of total store count; percentage of specific total store sales to total TDI sales; percentage of specific store pharmacy sales to total pharmacy sales; percentage of specific store front-end and express photo sales to total front-end and express photo sales; percentage of headcount per location to total headcount; percentage of 401(k) participants per location to total 401(k) participants; percentage of net managed care receivables to total net managed care receivables and other various allocation methods that were reasonable and appropriate.

        These condensed carve out special purpose financial statements exclude Eckerd goodwill, certain retirement related plans (primarily pension), certain taxes, income taxes payable, deferred income taxes and Eckerd intercompany debt with JCPenney, which are not part of the assets acquired or liabilities assumed in accordance with the terms of the definitive agreements. In addition, the assets and liabilities related to the Home Office facility have been allocated to the Northern Operations, as well as the asset for the trade name of Eckerd.

        The Eckerd Northern Operations condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and in a manner which management believes is reasonable and appropriate. All significant intercompany transactions and accounts have been eliminated.

        The preparation of these condensed financial statements includes the use of "carve out" accounting procedures wherein certain assets, liabilities, and expenses historically recorded or incurred at the Eckerd level (including certain allocations from related-party transactions with JCPenney), which were related to the Northern Operations, have been identified and allocated as appropriate to present

F-109

the financial position, operating results and cash flows of the Northern Operations for the periods presented.

        Eckerd and the Northern Operations are subject to certain of the risks and uncertainties associated with JCPenney. Assets of Eckerd and the Northern Operations may be subject to the liabilities of JCPenney, whether such liabilities arise from lawsuits, contracts or indebtedness attributed to JCPenney.

(4)  Sale of Receivables

        Eckerd securitized certain managed care receivables by forming a bankruptcy-remote special purpose entity, ECR Receivables, Inc. (ECR), which in turn entered into a three-year revolving receivables purchase facility agreement for up to $250,000 thousand with unrelated entities. Under the facility, Eckerd sells to ECR, on a continuous basis, all of its managed care receivables. ECR then sells an undivided interest in all eligible receivables while maintaining a subordinated interest, in the form of overcollateralization, in a portion of the receivables.

        Effective May 20, 2004, the Eckerd managed care receivables securitization program was terminated. Upon termination and final payment of $220,996 thousand, the receivables under the program were conveyed back to Eckerd.

        Securitized managed care receivables for the Northern Operations totaled $164,086 thousand of which the subordinated retained interest was $26,506 thousand as of January 31, 2004. The portion of the receivables in which third parties have an undivided ownership interest, has been reflected as a reduction of receivables in the accompanying condensed carve out balance sheets as of January 31, 2004. Losses and expenses related to receivables sold under this agreement totaled $12 thousand and $563 thousand for the 13 and 26 week periods ended July 31, 2004 and $632 thousand and $1,511 thousand for the 13 and 26 week periods ended July 26, 2003, respectively and are included in the statements of revenues and expenses.

(5)  Excess of Assets over Liabilities

        The following table provides a reconciliation of the changes in excess of assets over liabilities for the Northern Operations:

	Excess of assets over liabilities
Balance January 31, 2004	$	1,724,836
Net income		17,065
Distributions from J.C. Penney Corporation, Inc.		1,959
Balance July 31, 2004	$	1,743,860

F-110

(6)  Stock-Based Compensation

        Certain Eckerd employees participated in the J.C. Penney Company, Inc. (JCPenney Company) stock-based compensation plan that provides for grants to associates of stock awards, stock appreciation rights or options to purchase the JCPenney Company's common stock. The Northern Operations of Eckerd drugstores accounts for stock options under the recognition and measurement principles of Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for Stock Issued to Employees," and related Interpretations. No stock-based employee compensation cost is reflected in the condensed carve out special purpose statement of operations for stock options, as all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the date of grant. Compensation expense for fixed stock awards with pro rata vesting is recorded on a straight-line basis over the vesting period, which typically ranges from one to five years.

        The following table illustrates the effect on net income as if the Northern Operations of Eckerd drugstores had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," to stock options related to associates of the Northern Operations of Eckerd drugstores.

	13 Weeks Ended						26 Weeks Ended
	July 31, 2004			July 26, 2003			July 31, 2004			July 26, 2003
Net income, as reported	$	(476	)	$	23,289		$	17,065		$	55,483
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		—			—			—			—
Deduct: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects		(41	)		(918	)		(373	)		(1,814	)
Pro forma net income	$	(517	)	$	22,371		$	16,692		$	53,669

F-111

Form F-10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers.

The Jean Coutu Group (PJC) Inc.

Applicable Laws of the Province of Québec

        Section 123.83 of the Companies Act (Québec) provides that directors, officers and other representatives of a company are mandataries of the company. Section 123.87 of the Companies Act (Québec) requires a company to assume the defense of its mandatary prosecuted by a third person for an act done in the exercise of the mandatary's duties and to pay damages, if any, resulting from that act, unless the mandatary has committed a grievous offense or a personal offense separable from the exercise of his or her duties. However, in a penal or criminal proceeding, the company is only required to assume payment of the expenses of its mandatary if the mandatary had reasonable grounds to believe that his or her conduct was in conformity with the law, or if the mandatary has been freed or acquitted.

        Section 123.88 of the Companies Act (Québec) requires a company to assume the expenses of its mandatary if, having prosecuted the mandatary for an act done in the exercise of his or her duties, the company loses its case and the court so decides. If the company wins its case only in part, the court may determine the amount of the expenses the company will assume. Section 123.89 of the Companies Act (Québec) requires a company to assume the obligations contemplated in Section 123.87 of the Companies Act (Québec) and 123.88 of the Companies Act (Québec) in respect of any person who acted at the company's request as a director for a legal person of which it is a shareholder or creditor.

        Section 2154 of the Civil Code of Québec provides that, where the mandatary is not at fault, the mandator (the company) is bound to compensate the mandatary for any injury suffered by reason of the performance of the mandate.

By-laws

        Each director and officer of the company or his or her heirs, executors and administrators will be held harmless and will be indemnified for all costs, charges and expenses incurred in respect of any action or proceeding instituted against him or her, for an act done in the exercise of his or her duties, unless he or she committed a grievous offence or a personal offence separable from the exercise of his or her duties.

        In a penal or criminal proceeding, the company shall assume only the payment of the costs and expenses if he had reasonable grounds to believe that his or her conduct was in conformity with the Companies Act (Québec), or the payment of his or her expenses if he or she has been freed or acquitted.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the registrants pursuant to the foregoing provisions, the registrants have been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

II-1

Exhibits

5.1	Consent of Samson Bélair/Deloitte & Touche s.e.n.c.r.l.
5.2	Consent of KPMG LLP.
5.3	Consent of McDermott Will & Emery LLP (included in Exhibit 5.1 to Forms S-4 and F-4).
5.4	Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.2 to Forms S-4 and F-4).
7.1	Indenture, by and among The Jean Coutu Group (PJC) Inc., the guarantors listed therein, and The Bank of New York, dated July 30, 2004 (included in Exhibit 4.1 to Forms S-4 and F-4).
7.2	Supplemental Indenture, by and among The Jean Coutu Group (PJC) Inc., the guarantors listed therein, and The Bank of New York, dated July 30, 2004 (included in Exhibit 4.2 to Forms S-4 and F-4).
7.3	Indenture, by and among The Jean Coutu Group (PJC) Inc., the guarantors listed therein, and Wells Fargo Bank, N.A., dated July 30, 2004 (included in Exhibit 4.5 to Forms S-4 and F-4).
7.4	Supplemental Indenture, by and among The Jean Coutu Group (PJC) Inc., the guarantors listed therein, and Wells Fargo Bank, N.A., dated July 30, 2004 (included in Exhibit 4.6 to Forms S-4 and F-4).

II-2

Form F-4 and Form S-4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Brooks Pharmacy, Inc.
Eckerd Corporation
EDC Licensing, Inc.
Genovese Drug Stores, Inc.
JCG Holdings (USA), Inc.
Maxi Drug North, Inc.
Maxi Drug, Inc.
P.J.C. Distribution, Inc.
P.J.C. Realty Co., Inc.
PJC Lease Holdings, Inc.
PJC Special Realty Holdings, Inc.
The Jean Coutu Group (PJC) USA, Inc.
Thrift Drug Inc.
Thrift Drug Services, Inc.

Applicable Laws of the State of Delaware

        Section 145 of the General Corporation Law of the State of Delaware provides in relevant part that a Delaware corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, provided the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the corporation's best interests and, for criminal proceedings, had no reasonable cause to believe that the person's conduct was illegal. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.

        The Certificates of Incorporation, as amended, and/or By-laws, as amended, of the above companies provide for the indemnification of the above companies' directors and officers to the fullest extent permitted under Delaware law.

        Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145. The companies maintain standard policies of insurance for all of their directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and to the companies with respect to payments which may be made by the companies to

II-3

such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law, including liabilities under the Securities Act of 1933, as amended.

Jean Coutu Group Holdings (USA), LLC
PJC Arlington Realty LLC
PJC Dorchester Realty LLC
PJC Haverhill Realty LLC
PJC Hyde Park Realty LLC
PJC Manchester Realty LLC
PJC Mansfield Realty LLC
PJC New London Realty LLC
PJC Norwich Realty LLC
PJC Peterborough Realty LLC
PJC Providence Realty LLC
PJC Realty N.E. LLC
PJC Revere Realty LLC

Applicable Laws of the State of Delaware

        Section 108 of the Limited Liability Company Act of the State of Delaware provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and will have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Limited Liability Company Agreement

        The Limited Liability Company Agreement, as amended, provides that the companies' members, managers, officers, employees and/or agents will be indemnified to the fullest extent provided in or permitted by the Limited Liability Company Act of the State of Delaware (as amended from time to time). Such persons will be indemnified for any expenses, including attorneys' fees, in the defense or prosecution of a claim against him or her in the capacity of members, managers, officers, employees and/or agents of the companies.

        The companies maintain standard policies of insurance for all of their members, managers, officers, employees and/or agents against loss arising from claims made by reason of breach of duty or other wrongful act, and to the companies with respect to payments which may be made by the companies to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law, including liabilities under the Securities Act of 1933, as amended.

PJC Essex Realty LLC

Applicable Laws of the State of Delaware

        Section 108 of the Limited Liability Company Act of the State of Delaware provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and will have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

        The company maintains standard policies of insurance for all of their members, managers, officers, employees and/or agents against loss arising from claims made by reason of breach of duty or other wrongful act, and to the company with respect to payments which may be made by the company to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law, including liabilities under the Securities Act of 1933, as amended.

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Maxi Drug South, L.P.

Applicable Laws of the State of Delaware

        Section 108 of the Limited Partnership Act of the State of Delaware provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and has the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

Agreement of Limited Partnership

        The Agreement of Limited Partnership, as amended, provides that the company's general partner and its affiliates will be indemnified to the fullest extent provided in or permitted by the laws of the State of Delaware. Such persons will be indemnified for any expenses, including attorneys' fees, in the defense or prosecution of a claim against him or her in the capacity of members, managers, officers, employees and/or agents of the company.

        The company maintains standard policies of insurance for the general partner and its affiliates against loss arising from claims made by reason of breach of duty or other wrongful act, and to the company with respect to payments which may be made by the company to such general partner or its affiliates pursuant to the above indemnification provision or otherwise as a matter of law, including liabilities under the Securities Act of 1933, as amended.

Eckerd Fleet, Inc.

        Section 607.0850 of the Florida Business Corporation Act provides in relevant part that a Florida corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, provided the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the corporation's best interests and, for criminal proceedings, had no reasonable cause to believe that the person's conduct was illegal. A Florida corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.

        Section 607.0850 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 607.0850. The company maintains standard policies of insurance for all of the company's directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and to the company with respect to payments which may be made by the company to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law, including liabilities under the Securities Act of 1933, as amended.

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PJC of Massachusetts, Inc.
PJC Realty MA, Inc.

        Sections 8.51 through 8.56 and Section 8.58 of the Business Corporation Act of the Commonwealth of Massachusetts provide in relevant part that a Massachusetts corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, provided the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the corporation's best interests and, for criminal proceedings, had no reasonable cause to believe that the person's conduct was illegal. A Massachusetts corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.

        The Articles of Organization, as amended, and/or By-laws, as amended, of the companies provide for the indemnification of our directors and officers to the fullest extent permitted under Massachusetts law.

        Section 8.57 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him/her under Sections 8.51 through 8.56 and Section 8.58. The companies maintain standard policies of insurance for all of their directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and to the companies with respect to payments which may be made by the companies to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law, including liabilities under the Securities Act of 1933, as amended.

EDC Drug Stores, Inc.

        Sections 55-8-51 through 55-8-56 and Section 55-8-58 of the Business Corporation Act of the State of North Carolina provide in relevant part that a North Carolina corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, provided the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the corporation's best interests and, for criminal proceedings, had no reasonable cause to believe that the person's conduct was illegal. A North Carolina corporation may indemnify officers and directors in an action by or in the right of the

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corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.

        The Articles of Incorporation, as amended, and/or By-laws, as amended, of the company provide for the indemnification of our directors and officers to the fullest extent permitted under North Carolina law.

        Section 55-8-57 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him/her under Sections 55-8-51 through 55-8-56 and Section 55-8-58. The company maintains standard policies of insurance for all of the company's directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and to the company with respect to payments which may be made by the company to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law, including liabilities under the Securities Act of 1933, as amended.

MC Woonsocket, Inc.
PJC of Cranston, Inc.
PJC of East Providence, Inc.
PJC of Rhode Island, Inc.
PJC of West Warwick, Inc.

        Section 7-1.1-4.1 of the Business Corporation Act of the State of Rhode Island provides in relevant part that a Rhode Island corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, provided the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the corporation's best interests and, for criminal proceedings, had no reasonable cause to believe that the person's conduct was illegal. A Rhode Island corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.

        The By-laws of the companies, as amended, provide for the indemnification of our directors and officers to the fullest extent permitted under Rhode Island law.

        Section 7-1.1-4.1 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise against any liability asserted against him/her and incurred by him/her in any such capacity,

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arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him/her under Section 7-1.1-4.1. The companies maintain standard policies of insurance for all of their directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and to the companies with respect to payments which may be made by the companies to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law, including liabilities under the Securities Act of 1933, as amended.

Maxi Green Inc.
PJC of Vermont Inc.

        Sections 8.51 through 8.56 and Section 8.58 of the Business Corporation Act of the State of Vermont provide in relevant part that a Vermont corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, provided the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the corporation's best interests and, for criminal proceedings, had no reasonable cause to believe that the person's conduct was illegal. A Vermont corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.

        The Articles of Incorporation, as amended, and/or By-laws, as amended, of the companies provide for the indemnification of our directors and officers to the fullest extent permitted under Vermont law.

        Section 8.57 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him/her under Sections 8.51 through 8.56 and Section 8.58. The companies maintain standard policies of insurance for all of their directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and to the companies with respect to payments which may be made by the companies to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law, including liabilities under the Securities Act of 1933, as amended.

Services Sécurivol Inc.
Rx Information Centre Ltd.

Applicable Laws of Canada

        Section 124(1) of the Canada Business Corporations Act provides that a corporation may indemnify a director or officer of the corporation or another individual who acts or acted at the corporation's request as a director or officer, or an individual acting in a similar capacity of a subsidiary, against all costs, charges and expenses, including an amount to settle an action or satisfy a judgment, reasonably

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incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation. Section 124(2) permits a corporation to advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in Section 124(1).

        Section 124(1) is limited by the conditions set out in Section 124(3) in that the corporation may only indemnify a director or officer of a corporation if (i) the individual acted honestly and in good faith with a view to the best interest of the corporation, and (ii) in the case of a criminal or administrative action or proceeding, that the individual had reasonable grounds for believing that the individual's conduct was lawful. The individual shall repay the moneys advanced to him pursuant to Section 124(2) should either of the aforementioned conditions not be met.

        Section 124(5), however, requires a corporation to indemnify the individual in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of his association with the corporation if (i) the individual was not adjudged by a court or other competent authority to have committed any fault or omit to do anything the individual ought to have done and if (ii) the conditions of Section 124(3) set out above are met.

        Section 124(4) also provides that the corporation may indemnify the individual with the approval of the court, in the situations referred to in Section 124(1) and if the conditions of Section 124(3) are fulfilled with respect to a derivative action by or on behalf of the corporation or other entity to procure a judgment in its favour.

        Section 124(6) provides that a corporation may purchase and maintain insurance for the benefit of an individual referred to in Section 124(1) against any liability incurred by the individual in his capacity as a director or officer of the corporation or in his capacity as a director or officer of another entity if the individual acts or acted in that capacity at the corporation's request.

        A corporation may purchase and maintain insurance for the benefit of any Person against any liability incurred by the Person: (i) in his or her capacity as a director or officer of the corporation, except where the liability relates to the Person's failure to act honestly and in good faith with a view to the best interests of the corporation; or (ii) in his or her capacity as a director or officer of another body corporate where the Person acts or acted in that capacity at the corporation's request, except where the liability relates to the Person's failure to act honestly and in good faith with a view to the best interests of the body corporate.

By-Laws

        Subject to the limits contained under the Canada Business Corporations Act, each director and officer of the company and his or her predecessor and any other person that, upon request by the company, acting in this capacity for a legal person of which the company is a shareholder or a creditor, as well as his or her heirs, executors and administrators, will be indemnified and reimbursed by the company for all reasonable costs, charges and expenses, including an amount to settle an action or satisfy a judgment, incurred by the individual in respect of any civil, criminal or administrative proceeding in which the individual is involved in this capacity, except for proceedings instituted by the company in order to obtain a favorable judgment, by the legal person of which the company is a shareholder or a creditor, or on their behalf. This indemnification applies under the same conditions as those found in Section 124(3).

        The board of directors of the company may purchase and maintain insurance for the benefit of a director or officer of the company against liabilities, costs, charges and expenses sustained or incurred by such director or officer in respect of the execution of the duties of his or her office or in respect of

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the affairs of the company, except against a liability, cost, charge or expense sustained or incurred as a result of a contravention by such director or officer of certain provisions of the OBCA.

        The individual will be indemnified to the same extent for proceedings instituted by the company, by a legal person of which the company is a shareholder or a creditor, or on their account, in order to obtain a favorable judgment, if the conditions of Section 124(3) are fulfilled and if authorization of the court is obtained.

        No costs, charges and expenses will be covered if they result from the fault, negligence or omission of the individual.

3090671 Nova Scotia Company
3090672 Nova Scotia Company

Applicable Laws of Nova Scotia

        Under applicable Nova Scotia law, each company is permitted to indemnify its officers and directors on terms acceptable to its shareholders subject only to the general common law restrictions based on public policy and restrictions residing under specific legislation of relevant jurisdictions.

Articles of Association

        The articles of association of each company provide that every current or former director or officer of such company, or person who acts or acted at such company's request, in the absence of dishonesty on such person's part, shall be indemnified by the company against all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any (i) claim made against such person or (ii) civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the company or such body corporate, partnership or other association, whether the company is a claimant or party to such action or proceeding or otherwise.

Paterson's Pharmacies Ltd.

Applicable Laws of Ontario

        Section 136 of the Business Corporations Act (Ontario)(the "OBCA") provides that a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation's request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and his or her heirs and legal representatives (collectively, a "Person"). Such indemnity may be against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of having been a director or officer of such corporation or body corporate, if, (a) he or she acted honestly and in good faith with a view to the best interests of the corporation; and (b) in the case of a criminal or administrative proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.

        In addition, a corporation may, with the approval of the court, indemnify a Person in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favour, to which such Person is made a party by reason of being or having been a director or an officer of the corporation or body corporate if such Person fulfills the conditions set out in (a) and (b) above.

        Finally, a Person, is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the Person in connection with the defence of any civil, criminal or

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administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the corporation or body corporate, if the Person seeking indemnity: (i) was substantially successful on the merits in his or her defence of the action or proceeding; and (ii) fulfils the conditions set out in (a) and (b) above.

        A corporation or a Person may apply to the court for an order approving an indemnity under section 136 of the OBCA and the court may so order and make any further order it thinks fit.

        A corporation may purchase and maintain insurance for the benefit of any Person against any liability incurred by the Person: (i) in his or her capacity as a director or officer of the corporation, except where the liability relates to the Person's failure to act honestly and in good faith with a view to the best interests of the corporation; or (ii) in his or her capacity as a director or officer of another body corporate where the Person acts or acted in that capacity at the corporation's request, except where the liability relates to the Person's failure to act honestly and in good faith with a view to the best interests of the body corporate.

By Laws

        The by-laws of the company provide that every director or officer of the company and such director's or officer's heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless, subject to the provisions of the OBCA, out of the funds of the company, from and against: (a) any liability and all costs, charges and expenses that he or she sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him or her for or in respect of anything done or permitted by him or her in respect of the execution of the duties of his or her office; and (b) all other costs, charges and expenses that he or she sustains or incurs in respect of the affairs of the company. However, the company may not indemnify a director or officer in respect of any liability, costs, charges or expenses that he or she sustains or incurs in or about any action, suit or other proceeding as a result of which he or she is adjudged to be in breach of any duty or responsibility imposed upon him or her under the OBCA or under any statute unless, in an action brought against him or her in his or her capacity as director or officer, he or she has achieved complete or substantial success as a defendant.

        The board of directors of the company may purchase and maintain insurance for the benefit of a director or officer of the company against liabilities, costs, charges and expenses sustained or incurred by such director or officer in respect of the execution of the duties of his or her office or in respect of the affairs of the company, except against a liability, cost, charge or expense sustained or incurred as a result of a contravention by such director or officer of certain provisions of the OBCA.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the registrants pursuant to the foregoing provisions, the registrants have been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Item 21. Exhibits and Financial Statement Schedules.

3.1	Articles of Incorporation of The Jean Coutu Group (PJC) Inc.
3.2	English translation of Articles of Incorporation of The Jean Coutu Group (PJC) Inc.
3.3	By-laws of The Jean Coutu Group (PJC) Inc., as amended.
3.4	English translation of By-laws of The Jean Coutu Group (PJC) Inc., as amended.
3.5	Certificate of Incorporation of 3090671 Nova Scotia Company.
3.6	Memorandum and Articles of Association of 3090671 Nova Scotia Company.
3.7	Certificate of Incorporation of 3090672 Nova Scotia Company.
3.8	Memorandum and Articles of Association of 3090672 Nova Scotia Company.

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3.9	Certificate of Incorporation of Brooks Pharmacy, Inc., as amended.
3.10	By-laws of Brooks Pharmacy, Inc.
3.11	Certificate of Incorporation of Eckerd Corporation, as amended.
3.12	By-laws of Eckerd Corporation.
3.13	Articles of Incorporation of Eckerd Fleet, Inc.
3.14	By-laws of Eckerd Fleet, Inc.
3.15	Certificate of Existence of EDC Drug Stores, Inc., as restated.
3.16	By-laws of EDC Drug Stores, Inc., as restated.
3.17	Certificate of Incorporation of EDC Licensing, Inc.
3.18	By-laws of EDC Licensing, Inc.
3.19	Articles of Incorporation of Genovese Drug Stores, Inc., as amended.
3.20	By-laws of Genovese Drug Stores, Inc.
3.21	Certificate of Incorporation of JCG Holdings (USA), Inc., as amended.
3.22	By-laws of JCG Holdings (USA), Inc.
3.23	Certificate of Formation of Jean Coutu Group Holdings (USA), LLC.
3.24	Limited Liability Company Agreement of Jean Coutu Group Holdings (USA), LLC.
3.25	Certificate of Incorporation of Maxi Drug North, Inc.
3.26	By-laws of Maxi Drug North, Inc.
3.27	Certificate of Limited Partnership of Maxi Drug South, L.P.
3.28	By-laws of Maxi Drug South, L.P.
3.29	Certificate of Incorporation of Maxi Drug, Inc.
3.30	By-laws of Maxi Drug, Inc.
3.31	Articles of Incorporation of Maxi Green Inc.
3.32	By-laws of Maxi Green Inc.
3.33	Articles of Incorporation of MC Woonsocket, Inc.
3.34	By-laws of MC Woonsocket, Inc.
3.35	Certificate of Incorporation of P.J.C. Distribution, Inc.
3.36	By-laws of P.J.C. Distribution, Inc.
3.37	Certificate of Incorporation of P.J.C. Realty Co., Inc.
3.38	By-laws of P.J.C. Realty Co., Inc.
3.39	Letters Patent Incorporating Paterson's Pharmacies Ltd., as amended.
3.40	By-laws of Paterson's Pharmacies Ltd.
3.41	Certificate of Formation of PJC Arlington Realty LLC, as amended.
3.42	Limited Liability Company Agreement of PJC Arlington Realty LLC.
3.43	Certificate of Formation of PJC Dorchester Realty LLC, as amended.
3.44	Limited Liability Company Agreement of PJC Dorchester Realty LLC.
3.45	Certificate of Formation of PJC Essex Realty LLC.
3.46	Limited Liability Company Agreement of PJC Essex Realty LLC.
3.47	Certificate of Formation of PJC Haverhill Realty LLC, as amended.
3.48	Limited Liability Company Agreement of PJC Haverhill Realty LLC.
3.49	Certificate of Formation of PJC Hyde Park Realty LLC, as amended.
3.50	Limited Liability Company Agreement of PJC Hyde Park Realty LLC.
3.51	Certificate of Incorporation of PJC Lease Holdings, Inc., as amended.
3.52	By-laws of PJC Lease Holdings, Inc.
3.53	Certificate of Formation of PJC Manchester Realty LLC, as amended.
3.54	Limited Liability Company Agreement of PJC Manchester Realty LLC.
3.55	Certificate of Formation of PJC Mansfield Realty LLC, as amended.
3.56	Limited Liability Company Agreement of PJC Mansfield Realty LLC.
3.57	Certificate of Formation of PJC New London Realty LLC.
3.58	Limited Liability Company Agreement of PJC New London Realty LLC.
3.59	Certificate of Formation of PJC Norwich Realty LLC.

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3.60	Limited Liability Company Agreement of PJC Norwich Realty LLC.
3.61	Articles of Incorporation of PJC of Cranston, Inc.
3.62	By-laws of PJC of Cranston, Inc.
3.63	Articles of Incorporation of PJC of East Providence, Inc.
3.64	By-laws of PJC of East Providence, Inc.
3.65	Articles of Organization of PJC of Massachusetts, Inc.
3.66	By-laws of PJC of Massachusetts, Inc.
3.67	Articles of Incorporation of PJC of Rhode Island, Inc., as amended.
3.68	By-laws of PJC of Rhode Island, Inc.
3.69	Articles of Incorporation of PJC of Vermont Inc.
3.70	By-laws of PJC of Vermont Inc.
3.71	Articles of Incorporation of PJC of West Warwick, Inc.
3.72	By-laws of PJC of West Warwick, Inc.
3.73	Certificate of Formation of PJC Peterborough Realty LLC, as amended.
3.74	Limited Liability Company Agreement of PJC Peterborough Realty LLC.
3.75	Certificate of Formation of PJC Providence Realty LLC, as amended.
3.76	Limited Liability Company Agreement of PJC Providence Realty LLC.
3.77	Articles of Organization of PJC Realty MA, Inc.
3.78	By-laws of PJC Realty MA, Inc.
3.79	Certificate of Formation of PJC Realty N.E. LLC, as amended.
3.80	Limited Liability Company Agreement of PJC Realty N.E. LLC.
3.81	Certificate of Formation of PJC Revere Realty LLC, as amended.
3.82	Limited Liability Company Agreement of PJC Revere Realty LLC.
3.83	Certificate of Incorporation of PJC Special Realty Holdings, Inc.
3.84	By-laws of PJC Special Realty Holdings, Inc.
3.85	Letters Patent Incorporating RX Information Centre Ltd.
3.86	English translation of Letters Patent Incorporating RX Information Centre Ltd.
3.87	By-laws of RX Information Centre Ltd.
3.88	English translation of By-laws of RX Information Centre Ltd.
3.89	Articles of Incorporation of Services Sécurivol Inc.
3.90	English translation of Articles of Incorporation of Services Sécurivol Inc.
3.91	By-laws of Services Sécurivol Inc.
3.92	English translation of By-laws of Services Sécurivol Inc.
3.93	Certificate of Incorporation of The Jean Coutu Group (PJC) USA, Inc., as amended.
3.94	By-laws of The Jean Coutu Group (PJC) USA, Inc.
3.95	Certificate of Incorporation of Thrift Drug Inc., as amended.
3.96	By-laws of Thrift Drug Inc.
3.97	Certificate of Incorporation of Thrift Drug Services, Inc.
3.98	By-laws of Thrift Drug Services, Inc.
4.1	Indenture, by and among The Jean Coutu Group (PJC) Inc., the guarantors listed therein, and The Bank of New York, dated July 30, 2004.
4.2	Supplemental Indenture, by and among The Jean Coutu Group (PJC) Inc., the guarantors listed therein, and The Bank of New York, dated July 30, 2004.
4.3	Form of Outstanding Senior Note (included in Exhibit 4.1 to Form S-4 and F-4).
4.4	Form of Exchange Senior Note (included in Exhibit 4.1 to Form S-4 and F-4).
4.5	Indenture, by and among The Jean Coutu Group (PJC) Inc., the guarantors listed therein, and Wells Fargo Bank, N.A., dated July 30, 2004.
4.6	Supplemental Indenture, by and among The Jean Coutu Group (PJC) Inc., the guarantors listed therein, and Wells Fargo Bank, N.A., dated July 30, 2004.
4.7	Form of Outstanding Senior Subordinated Note (included in Exhibit 4.5 to Form S-4 and F-4).
4.8	Form of Exchange Senior Subordinated Note (included in Exhibit 4.5 to Form S-4 and F-4).

II-13

4.9	Registration Rights Agreement, by and among The Jean Coutu Group (PJC) Inc., the guarantors listed therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., and NBF Securities (USA) Corp., dated July 30, 2004.
4.10	Registration Rights Agreement Joinder Agreement, by and among the guarantors listed therein, dated July 31, 2004.
5.1	Opinion of McDermott Will & Emery LLP.
5.2	Opinion of Fasken Martineau DuMoulin LLP.
5.3	Opinion of McGuire Woods LLP.
5.4	Opinion of Partridge Snow & Hahn LLP.
5.5	Opinion of Paul Frank + Collins P.C.
5.6	Opinion of Stewart McKelvey Stirling Seales.
10.1	U.S. Senior Credit Agreement, by and among The Jean Coutu Group (PJC) Inc., The Jean Coutu Group (PJC) USA, Inc., the lenders listed therein, Merrill Lynch, Pierce Fenner & Smith Incorporated, National Bank of Canada, Deutsche Bank Trust Company Americas, Deutsche Bank Securities Inc., National Bank Financial Inc., dated July 30, 2004.
10.2	U.S. Revolving Note, by and between The Jean Coutu Group (PJC) USA Inc. and The Royal Bank of Canada, dated July 30, 2004.
10.3	Guaranty, by and among the guarantors listed therein, Deutsche Bank Trust Company Americas, and National Bank of Canada, dated July 30, 2004.
10.4	U.S. Security Agreement by and between the U.S. credit parties listed therein and Deutsche Bank Trust Company Americas, dated July 30, 2004.
10.5	PPSA Security Agreement, by and between the Credit Parties listed therein and National Bank of Canada, dated July 30, 2004.
10.6	Pledge Agreement, by and between the Credit Parties listed therein and Deutsche Bank Trust Company Americas, dated July 30, 2004.
10.7	Stock Purchase Agreement, by and among The Jean Coutu Group (PJC) Inc., J.C. Penney Company, Inc., and TDI Consolidated Corporation, dated April 4, 2004.
10.8	English version of Stock Option Plan for officers employees, service providers and consultants of The Jean Coutu Group (PJC) Inc. as approved by the shareholders on September 5, 1995.*
10.9	The Jean Coutu Group (PJC) Inc. basic and supplemental plan for Vice Presidents.*
11.1	Statement re computation of per share earnings.
12.1	Statement re computation of ratios.
13.1	Annual report to security holders.
21.1	Subsidiaries of the registrant.
23.1	Consent of Samson Bélair/Deloitte & Touche s.e.n.c.r.l. (included as Exhibit 5.1 to Form F-10).
23.2	Consent of KPMG LLP (included as Exhibit 5.2 to Form F-10).
23.3	Consent of McDermott Will & Emery LLP (included in Exhibit 5.1 to Forms S-4 and F-4).
23.4	Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.2 to Forms S-4 and F-4).
24.1	Powers of Attorney contained on the signature pages of this Registration Statement.
25.1	Statement of eligibility of The Bank of New York as trustee.
25.2	Statement of eligibility of Wells Fargo Bank, N.A. as trustee.
99.1	Form of Senior Notes Letter of Transmittal.*
99.2	Form of Senior Notes Notice of Guaranteed Delivery.*
99.3	Form of Senior Notes Letter to Registered Holders and Depository Trust Company Participants.*
99.4	Form of Senior Notes Letter to Beneficial Holders.*
99.5	Form of Senior Notes Exchange Agent Agreement.*
99.6	Form of Senior Notes Authentication Order.*
99.7	Form of Senior Subordinated Notes Letter of Transmittal.*
99.8	Form of Senior Subordinated Notes Notice of Guaranteed Delivery.*

II-14

99.9	Form of Senior Subordinated Notes Letter to Registered Holders and Depository Trust Company Participants.*
99.10	Form of Senior Subordinated Notes Letter to Beneficial Holders.*
99.11	Form of Senior Subordinated Notes Exchange Agent Agreement.*
99.12	Form of Senior Subordinated Notes Authentication Order.*

*

To be filed by amendment.

Item 23. Undertakings.

        The undersigned registrants hereby undertake:

(1)

that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(2)

that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415 (section 230.415 of this chapter), will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

the undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

(4)

to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-15

Form F-10
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking

        The Jean Coutu Group (PJC) Inc. undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission staff, and to furnish promptly, when requested to do so by the Securities and Exchange Commission staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.

Item 2. Consent to Service of Process

        The Jean Coutu Group (PJC) Inc. filed with the Securities and Exchange Commission a written irrevocable consent and power of attorney on Form F-X on November 24, 2004.

III-1

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Longueuil, Province of Quebec, Canada, on November 24, 2004.

THE JEAN COUTU GROUP (PJC) INC.
By:	/s/  FRANÇOIS JEAN COUTU Name: François Jean Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of François Jean Coutu, Michel Coutu and André Belzile his/her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  JEAN COUTU Jean Coutu	Chairman of the Board of Directors	November 24, 2004
/s/  FRANÇOIS JEAN COUTU François Jean Coutu	Director, President and Chief Executive Officer (Principal Executive Officer)	November 24, 2004
/s/  MICHEL COUTU Michel Coutu	Director	November 24, 2004
/s/  ANDRÉ BELZILE André Belzile	Senior Vice President, Finance and Corporate Affairs (Principal Financial and Accounting Officer)	November 24, 2004
/s/  LISE BASTARACHE Lise Bastarache	Director	November 24, 2004

III-2

/s/  LOUIS COUTU Louis Coutu	Director	November 24, 2004
/s/  MARIE-JOSÉE COUTU Marie-Josée Coutu	Director	November 24, 2004
/s/  SYLVIE COUTU Sylvie Coutu	Director	November 24, 2004
/s/  L. DENIS DESAUTELS L. Denis Desautels	Director	November 24, 2004
/s/  MARCEL DUTIL Marcel Dutil	Director	November 24, 2004
/s/  NICOLLE FORGET Nicolle Forget	Director	November 24, 2004
/s/  CLAIRE LÉGER Claire Léger	Director	November 24, 2004
/s/  PIERRE LEGAULT Pierre Legault	Director	November 24, 2004
/s/  YVON MARTINEAU Yvon Martineau	Director	November 24, 2004
/s/  ÉRIK PÉLADEAU Érik Péladeau	Director	November 24, 2004
/s/  ROSEANN RUNTE Roseann Runte	Director	November 24, 2004
/s/  DENNIS WOOD Dennis Wood	Director	November 24, 2004

III-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Longueuil, Province of Quebec, Canada, on November 24, 2004.

3090671 NOVA SCOTIA COMPANY
By:	/s/  FRANÇOIS JEAN COUTU Name: François Jean Coutu Title: President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of François Jean Coutu, and André Belzile his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  FRANÇOIS JEAN COUTU François Jean Coutu	President and Director (Principal Executive Officer)	November 24, 2004
/s/  ANDRÉ BELZILE André Belzile	Secretary, Treasurer and Director (Principal Financial and Accounting Officer)	November 24, 2004

III-4

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Longueuil, Province of Quebec, Canada, on November 24, 2004.

3090672 NOVA SCOTIA COMPANY
By:	/s/  FRANÇOIS JEAN COUTU Name: François Jean Coutu Title: President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of François Jean Coutu, and André Belzile his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  FRANÇOIS JEAN COUTU François Jean Coutu	President and Director (Principal Executive Officer)	November 24, 2004
/s/  ANDRÉ BELZILE André Belzile	Secretary, Treasurer and Director (Principal Financial and Accounting Officer)	November 24, 2004

III-5

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

BROOKS PHARMACY, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Chief Executive Officer and Secretary (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

III-6

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

ECKERD CORPORATION
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu, Randy Wyrofsky and William Z. Welsh, Jr. his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Chief Executive Officer and Secretary (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Director, Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004
/s/  WILLIAM Z. WELSH, JR. William Z. Welsh, Jr.	Director	November 24, 2004

III-7

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

ECKERD FLEET, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu, Randy Wyrofsky and William Z. Welsh, Jr. his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Chief Executive Officer and Secretary (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Director, Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004
/s/  WILLIAM Z. WELSH, JR. William Z. Welsh, Jr.	Director	November 24, 2004

III-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

EDC DRUG STORES, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each each of Michel Coutu, Randy Wyrofsky and William Z. Welsh, Jr. his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Chief Executive Officer and Secretary (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Director, Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004
/s/  WILLIAM Z. WELSH, JR. William Z. Welsh, Jr.	Director	November 24, 2004

III-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

EDC LICENSING, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu, Randy Wyrofsky and William Z. Welsh, Jr. his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Chief Executive Officer and Secretary (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Director, Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004
/s/  WILLIAM Z. WELSH, JR. William Z. Welsh, Jr.	Director	November 24, 2004

III-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

GENOVESE DRUG STORES, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu, Randy Wyrofsky and William Z. Welsh, Jr. his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Chief Executive Officer and Secretary (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Director, Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004
/s/  WILLIAM Z. WELSH, JR. William Z. Welsh, Jr.	Director	November 24, 2004

III-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

JCG HOLDINGS (USA), INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu, Randy Wyrofsky, André Belzile, Kathy Topor and William Z. Welsh, Jr. his/her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President and Secretary (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Director, Treasurer (Principal Financial and Accounting Officer)	November 24, 2004
/s/  ANDRÉ BELZILE André Belzile	Director	November 24, 2004
/s/  KATHY TOPOR Kathy Topor	Director	November 24, 2004
/s/  WILLIAM Z. WELSH, JR. William Z. Welsh, Jr.	Director	November 24, 2004

III-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

JEAN COUTU GROUP HOLDINGS (USA), LLC
By: THE JEAN COUTU GROUP (PJC) USA, INC.,
Its: Sole member and sole manager
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Michel Coutu, André Belzile, Kathy Topor and Randy Wyrofsky his/her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President and as Director of the sole member (Principal Executive Officer)**	November 24, 2004
/s/  KATHY TOPOR Kathy Topor	Treasurer and as Director of the sole member (Principal Financial and Accounting Officer)**	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Director of the sole member**	November 24, 2004
/s/  ANDRÉ BELZILE André Belzile	Director of the sole member**	November 24, 2004

**

The Registrant's sole member is The Jean Coutu Group (PJC) USA, Inc.

III-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

MAXI DRUG NORTH, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Chief Executive Officer and Secretary (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

III-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

MAXI DRUG SOUTH, L.P.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President, Chief Executive Officer and Secretary (Principal Executive Officer), and as Sole Director of the General Partner**	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

**

The Registrant's General Partner is Maxi Drug, Inc.

III-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

MAXI DRUG, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Treasurer and Secretary (Principal Executive Officer and Principal Financial and Accounting Officer)	November 24, 2004

III-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

MAXI GREEN INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director and President (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Director, Secretary and Treasurer (Principal Financial and Accounting Officer)	November 24, 2004

III-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

MC WOONSOCKET INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and William Z. Welsh, Jr. his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director and President (Principal Executive Officer)	November 24, 2004
/s/  WILLIAM Z. WELSH, JR. William Z. Welsh, Jr.	Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	November 24, 2004

III-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

P.J.C. DISTRIBUTION, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Treasurer and Secretary (Principal Executive Officer and Principal Financial and Accounting Officer)	November 24, 2004

III-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

P.J.C. REALTY CO., INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Treasurer and Secretary (Principal Executive Officer and Principal Financial and Accounting Officer)	November 24, 2004

III-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Longueuil, Province of Quebec, Canada, on November 24, 2004.

PATERSON'S PHARMACIES LTD.
By:	/s/  FRANÇOIS JEAN COUTU Name: François Jean Coutu Title: President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of François Jean Coutu and Pierre Madore his/her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  FRANÇOIS JEAN COUTU François Jean Coutu	President and Director (Principal Executive Officer and Principal Financial and Accounting Officer)	November 24, 2004
/s/  PIERRE MADORE Pierre Madore	Non-Management Director	November 24, 2004

III-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC ARLINGTON REALTY LLC
By: PJC SPECIAL REALTY HOLDINGS, INC.,
Its: Sole member and sole manager
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President, Chief Executive Officer and Secretary (Principal Executive Officer) and as the sole Director of its sole member**	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

**

The Registrant's sole member is PJC Special Realty Holdings, Inc.

III-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC DORCHESTER REALTY LLC
By: PJC SPECIAL REALTY HOLDINGS, INC.,
Its: Sole member and sole manager
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President, Chief Executive Officer and Secretary (Principal Executive Officer) and as the sole Director of its sole member**	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

**

The Registrant's sole member is PJC Special Realty Holdings, Inc

III-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC ESSEX REALTY LLC
By: PJC SPECIAL REALTY HOLDINGS, INC.,
Its: Sole member and sole manager
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President, Chief Executive Officer and Secretary (Principal Executive Officer) and as the sole Director of its sole member**	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

**

The Registrant's sole member is PJC Special Realty Holdings, Inc.

III-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC HAVERHILL REALTY LLC
By: PJC SPECIAL REALTY HOLDINGS, INC.,
Its: Sole member and sole manager
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President, Chief Executive Officer and Secretary (Principal Executive Officer) and as the sole Director of its sole member**	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

**

The Registrant's sole member is PJC Special Realty Holdings, Inc.

III-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC HYDE PARK REALTY LLC
By: PJC SPECIAL REALTY HOLDINGS, INC.,
Its: Sole member and sole manager
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President, Chief Executive Officer and Secretary (Principal Executive Officer) and as the sole Director of its sole member**	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

**

The Registrant's sole member is PJC Special Realty Holdings, Inc.

III-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC LEASE HOLDINGS, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Treasurer and Secretary (Principal Executive Officer and Principal Financial and Accounting Officer)	November 24, 2004

III-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC MANCHESTER REALTY LLC
By: PJC SPECIAL REALTY HOLDINGS, INC.,
Its: Sole member and sole manager
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President, Chief Executive Officer and Secretary (Principal Executive Officer) and as the sole Director of its sole member**	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

**

The Registrant's sole member is PJC Special Realty Holdings, Inc.

III-28

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC MANSFIELD REALTY LLC
By: PJC SPECIAL REALTY HOLDINGS, INC.,
Its: Sole member and sole manager
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President, Chief Executive Officer and Secretary (Principal Executive Officer) and as the sole Director of its sole member**	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

**

The Registrant's sole member is PJC Special Realty Holdings, Inc.

III-29

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC NEW LONDON REALTY LLC
By: PJC SPECIAL REALTY HOLDINGS, INC.,
Its: Sole member and sole manager
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President, Chief Executive Officer and Secretary (Principal Executive Officer) and as the sole Director of its sole member**	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

**

The Registrant's sole member is PJC Special Realty Holdings, Inc.

III-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC NORWICH REALTY LLC
By: PJC SPECIAL REALTY HOLDINGS, INC.,
Its: Sole member and sole manager
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President, Chief Executive Officer and Secretary (Principal Executive Officer) and as the sole Director of its sole member**	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

**

The Registrant's sole member is PJC Special Realty Holdings, Inc.

III-31

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC OF CRANSTON INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Treasurer and Secretary (Principal Executive Officer and Principal Financial and Accounting Officer)	November 24, 2004

III-32

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC OF EAST PROVIDENCE, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Treasurer and Secretary (Principal Executive Officer and Principal Financial and Accounting Officer)	November 24, 2004

III-33

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC OF MASSACHUSETTS, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Treasurer and Clerk (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Vice President, Assistant Treasurer, and Assistant Clerk (Principal Financial and Accounting Officer)	November 24, 2004

III-34

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC OF RHODE ISLAND, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and William Z. Welsh, Jr. his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director and President (Principal Executive Officer)	November 24, 2004
/s/  WILLIAM Z. WELSH, JR. William Z. Welsh, Jr.	Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	November 24, 2004

III-35

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC OF VERMONT INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Michel Coutu his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President (Principal Executive Officer and Principal Financial and Accounting Officer)	November 24, 2004
/s/  B. MICHAEL FRYE B. Michael Frye	Director	November 24, 2004
/s/  ROBERT J. GRENIER Robert J. Grenier	Director	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Director	November 24, 2004

III-36

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC OF WEST WARWICK, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Chief Executive Officer and Secretary (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

III-37

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC PETERBOROUGH REALTY LLC
By: PJC SPECIAL REALTY HOLDINGS, INC.,
Its: Sole member and sole manager
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President, Chief Executive Officer and Secretary (Principal Executive Officer) and as the sole Director of its sole member**	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

**

The Registrant's sole member is PJC Special Realty Holdings, Inc.

III-38

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC PROVIDENCE REALTY LLC
By: PJC SPECIAL REALTY HOLDINGS, INC.,
Its: Sole member and sole manager
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President, Chief Executive Officer and Secretary (Principal Executive Officer) and a as the sole Director of its sole member**	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

**

The Registrant's sole member is PJC Special Realty Holdings, Inc.

III-39

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC REALTY MA, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President and Clerk (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer and Assistant Clerk (Principal Financial and Accounting Officer)	November 24, 2004

III-40

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC REALTY N.E. LLC
By: THE JEAN COUTU GROUP (PJC) USA, INC.,
Its: Sole member and sole manager
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu, Randy Wyrofsky, André Belzile and Kathy Topor his/her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President, Chief Executive Officer and Secretary (Principal Executive Officer) and as Director of the sole member**	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer) and as Director of the sole member**	November 24, 2004
/s/  KATHY TOPOR Kathy Topor	Director of the sole member**	November 24, 2004
/s/  ANDRÉ BELZILE André Belzile	Director of the sole member**	November 24, 2004

**

The Registrant's sole member is The Jean Coutu Group (PJC) USA, Inc.

III-41

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC REVERE REALTY LLC
By: PJC SPECIAL REALTY HOLDINGS, INC.,
Its: Sole member and sole manager
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	President, Chief Executive Officer and Secretary (Principal Executive Officer) and as the sole Director of its sole member**	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

**

The Registrant's sole member is PJC Special Realty Holdings, Inc.

III-42

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

PJC SPECIAL REALTY HOLDINGS, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu and Randy Wyrofsky his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Chief Executive Officer and Secretary (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004

III-43

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Longueuil, Province of Quebec, Canada, on November 24, 2004.

RX INFORMATION CENTRE LTD.
By:	/s/  JEAN COUTU Name: Jean Coutu Title: President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Jean Coutu, François Jean Coutu and André Belzile his/her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  JEAN COUTU Jean Coutu	President and Director (Principal Executive Officer)	November 24, 2004
/s/  ANDRÉ BELZILE André Belzile	Secretary and Director (Principal Accounting and Financial Officer)	November 24, 2004
/s/  FRANÇOIS JEAN COUTU François Jean Coutu	Director	November 24, 2004

III-44

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Longueuil, Province of Quebec, Canada, on November 24, 2004.

SERVICES SÉCURIVOL INC.
By:	/s/  LYNDA VACHON Name: Lynda Vachon Title: President and Secretary

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of André Belzile and François Jean Coutu his/her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  LYNDA VACHON Lynda Vachon	President and Secretary (Principal Executive Officer)	November 24, 2004
/s/  ANDRÉ BELZILE André Belzile	Vice President and Director (Principal Financial and Accounting Officer)	November 24, 2004
/s/  FRANÇOIS JEAN COUTU François Jean Coutu	Treasurer and Director	November 24, 2004

III-45

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

THE JEAN COUTU GROUP (PJC) USA, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu, Randy Wyrofsky, André Belzile and Kathy Topor his/her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President and Secretary (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Director and Treasurer (Principal Financial and Accounting Officer)	November 24, 2004
/s/  KATHY TOPOR Kathy Topor	Director and Vice President	November 24, 2004
/s/  ANDRÉ BELZILE André Belzile	Director	November 24, 2004

III-46

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

THRIFT DRUG, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu, Randy Wyrofsky and William Z. Welsh, Jr. his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Chief Executive Officer and Secretary (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Director, Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004
/s/  WILLIAM Z. WELSH, JR. William Z. Welsh, Jr.	Director	November 24, 2004

III-47

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warwick, State of Rhode Island, on this 24th day of November, 2004.

THRIFT DRUG SERVICES, INC.
By:	/s/  MICHEL COUTU Name: Michel Coutu Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Michel Coutu, Randy Wyrofsky and William Z. Welsh, Jr. his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature of Officer	Title of Officer	Date of Execution
/s/  MICHEL COUTU Michel Coutu	Director, President, Chief Executive Officer and Secretary (Principal Executive Officer)	November 24, 2004
/s/  RANDY WYROFSKY Randy Wyrofsky	Director, Treasurer, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	November 24, 2004
/s/  WILLIAM Z. WELSH, JR. William Z. Welsh, Jr.	Director	November 24, 2004

III-48

QuickLinks

PART I INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
TABLE OF CONTENTS
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
EXCHANGE RATE DATA
ENFORCEABILITY OF CIVIL LIABILITIES
MARKET AND INDUSTRY DATA
TRADEMARKS
DEFINITIONS AND USE OF CERTAIN TERMS
FORWARD-LOOKING STATEMENTS
SUMMARY
RISK FACTORS
USE OF PROCEEDS
CAPITALIZATION
THE EXCHANGE OFFER
THE JULY TRANSACTIONS
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
THE JEAN COUTU GROUP (PJC) INC. Unaudited pro forma condensed consolidated statement of income For the thirteen weeks ended August 28, 2004 (dollars in thousands, except share data)
THE JEAN COUTU GROUP (PJC) INC. Unaudited pro forma condensed consolidated statement of income For the fiscal year ended May 31, 2004 (dollars in thousands, except share data)
THE JEAN COUTU GROUP (PJC) INC. Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Statement of income for the thirteen weeks ended August 28, 2004 (unaudited) (dollars in thousands)
Statement of income for the fiscal year ended May 31, 2004 (unaudited) (dollars in thousands)
SELECTED HISTORICAL FINANCIAL AND OTHER DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
PRINCIPAL STOCKHOLDERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF OTHER INDEBTEDNESS
DESCRIPTION OF THE SENIOR NOTES
DESCRIPTION OF THE SENIOR SUBORDINATED NOTES
CERTAIN INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
EXPERTS
LEGAL MATTERS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO FINANCIAL STATEMENTS
The Jean Coutu Group (PJC) Inc. Consolidated Financial Statements For Fiscal Years 2004, 2003 and 2002
THE JEAN COUTU GROUP (PJC) INC. Consolidated statements of income (In thousands of US dollars except for per share amounts)
THE JEAN COUTU GROUP (PJC) INC. Consolidated statements of retained earnings (In thousands of US dollars)
THE JEAN COUTU GROUP (PJC) INC. Consolidated balance sheets (In thousands of US dollars)
THE JEAN COUTU GROUP (PJC) INC. Consolidated statements of cash flows (In thousands of US dollars)
THE JEAN COUTU GROUP (PJC) INC. Consolidated segmented information (In thousands of US dollars)
THE JEAN COUTU GROUP (PJC) INC. Consolidated segmented information — (Continued) (In thousands of US dollars)
THE JEAN COUTU GROUP (PJC) INC. Notes to the consolidated financial statements
THE JEAN COUTU GROUP (PJC) INC. Unaudited consolidated statements of income (In thousands of US dollars except for per share amounts)
THE JEAN COUTU GROUP (PJC) INC. Unaudited consolidated statements of retained earnings (In thousands of US dollars)
THE JEAN COUTU GROUP (PJC) INC. Consolidated balance sheets (In thousands of US dollars)
THE JEAN COUTU GROUP (PJC) INC. Unaudited consolidated statements of cash flows (In thousands of US dollars)
THE JEAN COUTU GROUP (PJC) INC. Unaudited consolidated segmented information (In thousands of US dollars)
THE JEAN COUTU GROUP (PJC) INC. Unaudited consolidated segmented information — (Continued) (In thousands of US dollars)
THE JEAN COUTU GROUP (PJC) INC. Notes to the unaudited consolidated financial statements
Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) Carve Out Special Purpose Financial Statements For Fiscal Years 2003, 2002 and 2001 (With Independent Auditors' Report Thereon)
Independent Auditors' Report
Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) Statements of Assets and Liabilities (Dollars in thousands) January 31, 2004 and January 25, 2003
Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) Statements of Revenues and Expenses (Dollars in thousands) Fiscal years ended January 31, 2004, January 25, 2003 and January 26, 2002
Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) Statements of Cash Flows (Dollars in thousands) Fiscal years ended January 31, 2004, January 25, 2003 and January 26, 2002
Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) Notes to Carve Out Special Purpose Financial Statements
Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) Condensed Carve Out Special Purpose Financial Statements For Fiscal Quarters (13 and 26 Weeks) Ended July 31, 2004 and July 26, 2003
Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) Condensed Statements of Assets and Liabilities (Dollars in thousands) July 31, 2004, July 26, 2003 and January 31, 2004 (Unaudited)
Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) Condensed Statements of Revenues and Expenses (Dollars in thousands) 13 and 26 weeks ended July 31, 2004 and July 26, 2003 (Unaudited)
Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) Condensed Statements of Cash Flows (Dollars in thousands) 26 weeks ended July 31, 2004 and July 26, 2003 (Unaudited)
Northern Operations of Eckerd drugstores (a business of TDI Consolidated Corporation) Notes to Condensed Carve Out Special Purpose Financial Statements (Dollars in thousands) (Unaudited)
Form F-10 PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Form F-4 and Form S-4 PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.
Item 21. Exhibits and Financial Statement Schedules.
Item 23. Undertakings.

Form F-10 PART III UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking
Item 2. Consent to Service of Process

SIGNATURES
POWER OF ATTORNEY

EX-3.1

                                                                     Exhibit 3.1

[QUEBEC LOGO]

                           CERTIFICAT DE MODIFICATION

                        LOI SUR LES COMPAGNIES, PARTIE IA
                              (L.R.Q., CHAP. C-38)


                    J'atteste par les presentes que la compagnie


                    LE GROUPE JEAN COUTU (PJC) INC.


                    a modifie ses statuts le 10 SEPTEMBRE 2002, en vertu de la
                    partie IA de la Loi sur les compagnies, tel qu'indique dans
                    les statuts de modification ci-joints.


                    DEPOSE AU REGISTRE LE 10 SEPTEMBRE 2002
                    SOUS LE MATRICULE 1143240183

INSPECTEUR GENERAL
DES INSTITUTIONS                 /s/ R S Turcotte
FINANCIERES                      Inspecteur general des institutions financieres

[QUEBEC LOGO]

 E030J13G81LO1SA



[QUEBEC LOGO]
L'INSPECTEUR GENERAL                     Formulaire 5
DES INSTITUTIONS FINANCIERES             STATUTS DE MODIFICATION
                                         Loi sur les compagnies, L.R.Q., c. C-38
                                         Partie IA


1  Denomination sociale

          LE GROUPE JEAN COUTU (PJC) INC. / THE JEAN COUTU GROUP (PJC) INC.

2  / / Requete presentee en vertu de l'article 123.140 et suivants de la Loi sur
       les compagnies

3  Les statuts de la compagnie sont modifies de la facon suivante :


          Les statuts de la compagnie sont modifies par les dispositions de
          l'annexe < < A > > ci-jointe, cette annexe formant partie integrante
          du present formulaire 5.


4  Date d'entree en vigueur, si           5  Denomination sociale (ou numero
   differente de la date du depot (voir      matricule) anterieure a la
   directives)                               modification, si differente de
                                             celle mentionnee a la case 1

          Voir annexe < < A > >                    N/A

Si l'espace est insuffisant, joindre une annexe en deux (2) exemplaires.


Signature de
l'administrateur autorise /s/ Yvon Beckard
                         -------------------------------------------------------

- --------------------------------------------------------------------------------
Reserve a l'administration                                  C-215 (Rev. 2001-03)


[LOGO]

Gouvernement de Quebec
Depose le

   10 SEP. 2002

L'INSPECTEUR GENERAL
DES INSTITUTIONS FINANCIERES



                                ANNEXE < < A > >


Formulaire 5, Partie 1A de la Loi sur les compagnies, (L.R.Q. 1977 C.C-38)
- - Statuts de modification.

Annexe < < A > > des statuts de modification de Le Groupe Jean Coutu (PJC)
inc. -The Jean Coutu Group (PJC) Inc. (la < < compagnie > >) modifiant les
statuts de continuation en date du 27 janvier 1986 de la compagnie tels que
deja modifies par statuts de modification en date du 8 aout 1986, du 9
octobre 1986, du 14 fevrier 1992 et du 18 septembre 2000. La presente annexe
< < A > > fait partie integrante des statuts de modification de la compagnie.

1.   La rubrique 5 des statuts de continuation de la compagnie, telle que deja
     modifiee par statuts de modification en date du 8 aout 1986, du 9 octobre
     1986, du 14 fevrier 1992 et du 18 septembre 2000, est modifiee par ce qui
     suit :

     < < Le capital actions de la compagnie, constitue (i) d'un nombre illimite
     d'actions subalternes categorie < < A > >, sans valeur nominale, (ii) d'un
     nombre illimite d'actions categorie < < B > >, sans valeur nominale et
     (iii) d'un nombre illimite d'actions categorie < < C > > sans valeur
     nominale, pouvant etre emises en une ou plusieurs series est, a compter
     de 17 h 01 le 25 septembre 2002 modifie par :

     (a)  la subdivision de chaque action subalterne categorie < < A > > sans
          valeur nominale de la compagnie, emise et en circulation, en deux (2)
          actions subalternes categorie < < A > > sans valeur nominale, de sorte
          que chaque actionnaire inscrit le 25 septembre 2002 a la cloture des
          registres recoive une action subalterne categorie < < A > > pour
          chaque action subalterne categorie < < A > > detenue; et

     (b)  la subdivision de chaque action categorie < < B > > sans valeur
          nominale de la compagnie, emise et en circulation, en deux (2) actions
          categorie < < B > > sans valeur nominale, de sorte que chaque
          actionnaire inscrit le 25 septembre 2002 a la cloture des registres
          recoive une action categorie < < B > > pour chaque action categorie
          < < B > > detenue. > >


[QUEBEC LOGO]

                           CERTIFICAT DE MODIFICATION

                        LOI SUR LES COMPAGNIES, PARTIE IA
                              (L.R.Q., CHAP. C-38)


                    J'atteste par les presentes que la compagnie


                    LE GROUPE JEAN COUTU (PJC) INC.


                    a modifie ses statuts le 18 SEPTEMBRE 2000, en vertu de la
                    partie IA de la Loi sur les compagnies, tel qu'indique dans
                    les statuts de modification ci-joints.


                    DEPOSE AU REGISTRE LE 18 SEPTEMBRE 2000
                    SOUS LE MATRICULE 1143240183

[SEAL]

[LOGO]

Gouvernement
du Quebec
L'INSPECTEUR                     /s/ R S Turcotte
GENERAL DES                      inspecteur general des institutions financieres
INSTITUTIONS
FINANCIERES

  E830J13G81L01SA



[LOGO]
Gouvernement du Quebec
L'INSPECTEUR GENERAL                     Formulaire 5
DES INSTITUTIONS FINANCIERES             STATUTS DE MODIFICATION
                                         Loi sur les compagnies, L.R.Q., c. C-38
                                         Partie 1A


1  Denomination sociale

          LE GROUPE JEAN COUTU (PJC) INC. / THE JEAN COUTU GROUP (PJC) INC.

2  / /  Requete presentee en vertu de l'article 123.140 et suivants de la Loi
   sur les compagnies

3  Les statuts de la compagnie sont modifies de la facon suivante:

        Les statuts de la compagnie sont modifies par les dispositions de
        l'annexe "A" ci-jointe, cette annexe formant partie integrante du
        present formulaire 5.


4  Date d'entree en vigueur, si           5  Denomination sociale (ou numero
   differente de la dute du depot (voir      matricule) anterieure a la
   directives)                               modification, si differente de
                                             celle mentionnee a la case 1

   Voir annexe "A"

Si l'espace est insuffisant, joindre une annexe en deux (2) exemplaires.


Signature de
l'administrateur autorise  /s/ Yvon Beckard
                           -----------------------------------------------------

- --------------------------------------------------------------------------------
Reserve a l'administration                                     C-215 (Rev.07-99)

Gouvernement du Quebec
       depose le

     18 SEP. 2000

L'Inspecteur general des
institutions financieres



                                  ANNEXE < < A > >

Formulaire 5, Partie IA de la Loi sur les compagnies, (L.R.Q. 1977 C.C-38) -
Statuts de modification.

Annexe < < A > > des statuts de modification de Le Groupe Jean Coutu (PJC)
Inc. - The Jean Coutu Group (PJC) Inc. (la < < compagnie > >) modifiant les
statuts de continuation en date du 27 janvier 1986 de la compagnie, tels que
deja modifies par statuts de modification en date du 8 aout 1986, du 9
octobre 1986 et du 14 fevrier 1992. La presente annexe < < A > > fait partie
integrante des statuts de modification de la compagnie.

I.   La rubrique 5 des statuts de continuation de la compagnie telle que deja
     modifiee par statuts de modification en date du 8 aout 1986, du 9 octobre
     1986 et du 14 fevrier 1992 est modifiee par ce qui suit :

     < < Le capital-actions de la compagnie, constitue (i) d'un nombre illimite
     d'actions subalternes categorie "A", sans valeur nominale, (ii) d'un nombre
     illimite d'actions categorie "B", sans valeur nominale et (iii) d'un nombre
     illimite d'actions categorie "C" sans valeur nominale, pouvant etre emises
     en une ou plusieurs series est, a compter de 17 h 01 le 29 septembre 2000,
     modifie par :

     (a)  la subdivision de chaque action subalterne categorie "A" sans valeur
          nominale de la compagnie, emise et en circulation en deux (2) actions
          subalternes categorie "A" sans valeur nominale, de sorte que chaque
          actionnaire inscrit le 29 septembre 2000 a la cloture des registres
          recoive une action subalterne categorie "A" pour chaque action
          subalterne categorie "A" detenue; et

     (b)  la subdivision de chaque action categorie "B" sans valeur nominale de
          la compagnie emise et en circulation en deux (2) actions categorie "B"
          sans valeur nominale, de sorte que chaque actionnaire inscrit le 29
          septembre 2000 a la cloture des registres recoive une action categorie
          "B" pour chaque action categorie "B" detenue. > >


[QUEBEC LOGO]

                           CERTIFICAT DE MODIFICATION

                        LOI SUR LES COMPAGNIES, PARTIE IA
                              (L.R.Q., CHAP. C-38)


                    J'atteste par les presentes que la compagnie

                    LE GROUPE JEAN COUTU (PJC) INC.

                    a modifie ses statuts le 9 SEPTEMBRE 1997, en vertu de la
                    partie IA de la Loi sur les compagnies, tel qu'indique dans
                    les statuts de modification ci-joints.


                    DEPOSE AU REGISTRE LE 9 SEPTEMBRE 1997
                    SOUS LE MATRICULE 1143240183

[SEAL]
[LOGO]
Gouvernement
du Quebec
L'INSPECTEUR                     /s/ [IILEGIBLE]
GENERAL DES                      inspecteur general des institutions financieres
INSTITUTIONS
FINANCIERES

  N230JI3G8IL021A



[LOGO]
Gouvernement du Quebec
L'INSPECTEUR GENERAL                     Formulaire 5
DES INSTITUTIONS FINANCIERES             STATUTS DE MODIFICATION
                                         Loi sur les compagnies, L.R.Q., c. C-38

                                         Partie 1A


1  Denomination sociale

   LE GROUPE JEAN COUTU (PJC) INC.

2  / /  Requete presentee en vertu de l'article 123.140 et suivants de la Loi
   sur les compagnies

3  Les statuts de la compagnie sont modifies de la facon suivante:
   L'article 3 des statuts de continuation de la compagnie, dates du 27 janvier
   1986, est modifie de la facon suivante:

   Le nombre maximal des administrateurs est augmente a vingt (20).



4  Date d'entree en vigueur, si           5  Denomination sociale (ou numero
   differente de la date du depot (voir      matricule) anterieure a la
   directives)                               modification, si differente de
                                             celle mentionnee a la case 1

   s/o                                       s/o

Si l'espace est insuffisant, joindre une annexe en deux (2) exemplaires


Signature de
l'administrateur autorise   /s/ Yvon Beckard
                           -----------------------------------------------------

- --------------------------------------------------------------------------------
Reserve a l'administration                                     C-215 (Rev.05-95)

 Gouvernement du Quebec
       DEPOSE LE

     -9 SEP. 1997

L'Inspecteur general des
institutions financieres



[LOGO]
Gouvernement du Quebec
L'INSPECTEUR GENERAL                                  CERTIFICAT DE MODIFICATION
DES INSTITUTIONS FINANCIERES                          Loi sur les compagnies
                                                      (L.R.Q., chap. C-38)

                                                      Partie   IA

                         J'ATTESTE PAR LES PRESENTES QUE LA COMPAGNIE

                         LE GROUPE JEAN COUTU (PJC) INC,

                         A MODIFIE SES STATUTS, SOUS L'AUTORITE DE LA PARTIE IA
                         DE LA LOI SUR LES COMPAGNIES, TEL QU'INDIQUE DANS LES
                         STATUTS DE MODIFICATION CI-JOINTS.

                         LE 1992 02 14

                                                      /s/ Jean Marie Boudard
                                                      INSPECTEUR GENERAL DES
                                                      INSTITUTIONS FINANCIERES

[SEAL]
[LOGO]
Gouvernement
du Quebec
L'INSPECTEUR
GENERAL DES
INSTITUTIONS
FINANCIERES

 1331-7433


[LOGO]
Gouvernement du Quebec
L'INSPECTEUR GENERAL                                 CERTIFICAT D'ENREGISTREMENT
DES INSTITUTIONS FINANCIERES                         Loi sur les compagnies
                                                     (L.R.Q., chap. C-38)


                                                     Partie IA


                    J'ATTESTE PAR LES PRESENTES QUE LA COPIE QUI ACCOMPAGNE LE
                    PRESENT CERTIFICAT EST UNE COPIE AUTHENTIQUE DE L'ORIGINAL
                    D'UN DOCUMENT CONCERNANT

                    LE GROUPE JEAN COUTU (PJC) INC.


                    ET QUE CETTE COPIE A ETE ENREGISTREE
                    LE 1992 02 14
                    AU LIBRO S-2681  , FOLIO 68


[SEAL]
[LOGO]
Gouvernement
du Quebec
L'INSPECTEUR                     /s/ Jean Marie Boudard
GENERAL DES                      Inspecteur general des institutions financieres
INSTITUTIONS
FINANCIERES

 1331-7433


[LOGO]
Gouvernement Du Quebec
L'INSPECTEUR GENERAL
DES INSTITUTIONS FINANCIERES                        Formulaire 5
                                                    STATUS DE MODIFICATION
                                                    Loi sur les compagnies
                                                    Partie 1A

1  Denomination sociale ou numero matricule
   LE GROUPE JEAN COUTU (PJC) INC.
   THE JEAN COUTU GROUP (PJC) INC.

2  Les statuts de la compagnie sont modifies de la facon suivate:

   La rubrique 5 des statuts de continuation de la compagnie est modifiee selon
   les dispositions de l'annexe "A" ci-jointe, laquelle annexe fait partie
   integrante du present formulaire 5.  Lesdites dispositins prendront effet le
   4 mars 1992, a 8 heures, heure de Montreal.

3  Date d' entree en vigeur, si    4  Denomination sociale (ou numero matricule
   differente de la date du depot     anterieure a la modification, si
   (Voir instructions)                differente de celle mentionnee a la case 1
            N/A                                   N/A

Signature de                               Fonction du
l'administrateur autorise /s/ Jean Coutu   Signataire  administrateur
                         -----------------           ---------------------------

Reserve a I'administration

[LOGO]
Gouvernement Du Quebec
DEPOSE LE
14 FEV. 1992
L'INSPECTEUR GENERAL DES
INSTITUTIONS FINANCIERES



                                   ANNEXE "A"

Formulaire 5, Partie IA de la Loi sur les compagnies, (L.R.Q., 1977 c. C-38) -
Statuts de modification.

Annexe "A" des statuts de modification de Le Groupe Jean Coutu (PJC) Inc. - The
Jean Coutu Group (PJC) Inc. (la "compagnie") modifiant les statuts de
continuation en date du 27 janvier 1986 de la compagnie, tels que deja modifies
par statuts de modification en date du 8 aout 1986. La presente annexe "A" fait
partie integrante des statuts de modification de la compagnie.

I.     La rubrique 5 des statuts de continuation de la compagnie telle que deja
       modifiee par statuts de modification

       "Le capital-actions de la compagnie, constitue (i) d'un nombre illimite
       d'actions subalternes categorie "A", sans valeur nominale, (ii) d'un
       nombre illimite d'actions categorie "B", sans valeur nominale et (iii)
       d'un nombre illimite d'actions categorie "C" sans valeur nominale,
       pouvant etre emises en une ou plusieurs series est modifie par :

       (a)    la subdivision de chaque action subalterne categorie "A" sans
              valeur nominale de la compagnie, emise et en circulation en deux
              (2) actions subalternes categorie "A" sans valeur nominale; et

       (b)    la subdivision de chaque action categorie "B" sans valeur nominale
              de la compagnie emise et en circulation en deux (2) actions
              categorie "B" sans valeur nominale.

       De sorte que, suite a l'obtention d'un certificat de modification
       ratifiant les presents statuts de modification, le capital-actions de la
       compagnie soit constitue (i) d'un nombre illimite d'actions subalternes
       categorie "A", sans valeur nominale, (ii) d'un nombre illimite d'actions
       categorie "B", sans valeur nominale et (iii) d'un nombre illimite
       d'actions categorie "C", sans valeur nominale, pouvant etre emises en une
       ou plusieurs series, dont 18 458 000 actions subalternes categorie "A",
       sans valeur nominale et 34 000 000 d'actions categorie "B", sans valeur
       nominale, sont emises et en circulation comme entierement liberees et non
       sujettes a appel de versement.



                                      - 2 -

       Le capital-actions autorise de la compagnie, de meme que l'ensemble des
       droits, privileges, conditions et restrictions rattaches aux actions
       subalternes categorie "A", sans valeur nominale, aux actions categorie
       "B", sans valeur nominale et aux actions categorie "C", sans valeur
       nominale, en tant que categorie, sont les suivants.

ARTICLE 1 - CAPITAL-ACTIONS AUTORISE

       La compagnie est autorisee a emettre (i) un nombre illimite d'actions
       subalternes categorie "A", sans valeur nominale (les "actions subalternes
       categorie "A"), (ii) un nombre illimite d'actions categorie "B", sans
       valeur nominale (les "actions categorie "B"") et (iii) un nombre illimite
       d'actions categorie "C", sans valeur nominale, pouvant etre emises en une
       ou plusieurs series (les "actions privilegiees categorie "C").

ARTICLE 2 - ACTIONS SUBALTERNES CATEGORIE "A"

Les droits, privileges, conditions et restrictions afferents aux actions
subalternes categorie "A" sont les suivants.

2.1    Droit de vote - Sous reserve des dispositions de la Loi sur les
       compagnies de la province de Quebec (L.R.Q., 1977 c. C-38) et des
       reglements adoptes en vertu de cette loi (la "Loi"), les detenteurs
       d'actions subalter nes categorie "A" ont droit de recevoir les avis de
       convocations et d'assister et de voter a toutes les assemblees
       d'actionnaires de la compagnie, annuelles ou speciales. Chaque action
       subalterne categorie "A" con fere a son detenteur le droit a un vote
       pouvant etre exerce en personne ou par procuration.

2.2    DIVIDENDES - Sous reserve des droits prioritaires des detenteurs
       d'actions categorie "C" et d'actions de toute autre categorie prenant
       rang avant les actions subalter nes categorie "A" en matiere de
       dividendes, et sous reserve des droits des detenteurs d'actions categorie
       "B" decrits ci-apres, les detenteurs d'actions subalter nes categorie "A"
       auront droit de recevoir et la compa gnie pourra declarer et payer sur
       celles-ci, tel que et lorsque declares par les administrateurs de la
       compagnie (les "administrateurs"), a meme les fonds de la compa-



                                      - 3 -

       gnie disponibles a bon droit au paiement de dividendes, un dividende au
       taux qui sera alors determine par les administateurs. Des cheques de la
       compagnie ou de son agent mandate a cette fin, tires sur une banque
       designee a l'annexe A ou a l'annexe B de la Loi sur les banques (CANADA)
       (la "Loi sur les banques") et payables a toute succursale de cette banque
       au Canada, seront emis relativement a ces dividendes aux detenteurs
       d'actions subalternes categorie "A" y ayant droit. La mise a la poste de
       ces cheques liberera la compagnie de toute responsabilite relative a ces
       dividendes jusqu'a concurrence des sommes qui y sont representees, a
       moins que ces cheques ne soient pas payes sur presentation dument faite.
       Sous reserve de toute loi applicable a l'effet contraire, le montant d'un
       dividende represente par un cheque qui n'a pas ete presente pour paiement
       dans les six ans suivant son emission ou qui reste autrement non
       revendique pour une periode de six ans a compter de la date ou il a ete
       declare etre payable et mis de cote pour paiement, reviendra a la
       compagnie.

       Aucun dividende ne pourra etre declare et paye sur les actions
       subalternes categorie "A" a moins qu'un dividende d'un montant egal par
       action ne soit simultanement declare et paye sur les actions categorie
       "B" alors emises et en circulation.

2.3    LIQUIDATION; DISSOLUTION - Dans le cas de liquidation ou de dissolution
       de la compagnie, de maniere volontaire ou forcee, ou de toute autre
       distribution de l'actif de la compagnie entre ses actionnaires aux fins
       de liquider ses affaires, les detenteurs d'actions subalternes categorie
       "A" auront le droit de recevoir, en fonction du nombre d'actions
       subalternes categorie "A" qu'ils detiennent respectivement, et apres
       paiement par la compagnie aux detenteurs d'actions categorie "C" et aux
       detenteurs d'actions de toute autre categorie prenant rang avant les
       actions subalternes categorie "A" relativement a la distribution de
       l'actif de la compagnie en cas de liquidation ou de dissolution, des
       sommes qui leur sont dues conformement aux modalites qui suivent, pour
       chaque action subalterne categorie "A" : (i) un montant egal a la
       moyenne, par action subalterne categorie "A", des montants verses au
       compte de capital-actions emis et paye tenus pour les actions subalternes
       categorie "A", ainsi que, en fonction du nombre d'actions subalternes
       categorie "A" qu'ils detiennent respectivement, (ii) tous les dividendes
       declares sur les actions subalternes categorie "A" et demeures impayes au
       moment de la distribution.



                                      - 4 -

       De plus, les detenteurs d'actions subalternes categorie "A" et les
       detenteurs d'actions categorie "B" auront droit de se partager egalement,
       action pour action, le reliquat des biens de la compagnie, sans
       preference ni distinction, en proportion du nombre d'actions qu'ils
       detiennent respectivement.

2.4    PRIVILEGE D'ECHANGE -

       2.4.1  A moins que le contexte n'indique un sens different, aux fins des
              dispositions de l'article 2.4,

              (a) "agent de transfert" signifie l'agent de transfert pour les
              actions subalternes categorie "A" alors en fonction;

              (b) "controle" d'une personne morale signifie le controle de fait,
              directement par le biais de la detention d'actions ou d'autres
              titres ou indirectement par l'entremise ou en raison d'une
              fiducie, d'un contrat, ou de la detention de titres de toute autre
              personne morale, ou autrement;

              (c) "date de l'offre" relativement a toute offre, signifie la
              date a laquelle une offre est faite;

              (d) "Jean Coutu" signifie monsieur Jean Coutu qui est, en date des
              presentes, President du conseil d'administration et president et
              chef de la direction de la compagnie;

              (e) "Famille Coutu" signifie Jean Coutu et ses descendants, nes ou
              a naitre, ou l'un d'entre eux, de meme que toute personne morale
              controlee par l'un ou plusieurs d'entre eux;

              (f) "liens" signifie les relations entre une personne et (i) la
              personne morale dont elle possede des valeurs mobilieres ou titres
              lui assurant plus de 10% des droits de vote afferents a tous les
              titres emis, (ii) son associe, (iii) la fiducie ou la succession
              dans laquelle elle a un droit appreciable de la nature de ceux du
              proprietaire ou a l'egard de laquelle elle remplit des fonctions
              de fiduciaire, d'executeur testamentaire ou des fonctions
              analogues;



                                      - 5 -

              (g) "offrant" signifie toute personne qui fait une offre;

              (h) "offre" signifie une offre publique d'achat, une offre
              publique d'echange ou une offre publique de rachat (au sens de la
              Loi sur les valeurs mobilieres (Quebec), telle qu'elle est
              actuellement en vigueur ou telle qu'elle sera amendee ou adoptee a
              nouveau par la suite) en vue d'acheter des actions categorie "B";
              toutefois, une offre ne comprend pas une offre exempte.

              (i) "offre exempte" signifie :

                  (A) une offre faite a tous les porteurs d'actions categorie
                  "B" et qui est faite en meme temps, au meme prix et aux memes
                  conditions ou tous les porteurs d'actions subalternes
                  categorie "A" dont la derniere adresse au registre de la
                  compagnie est au Canada,

                  (B) une offre ayant pour objet tout ou partie des actions
                  categorie "B" emises et en circulation a la date de l'offre,
                  dans la mesure ou le prix offert pour chaque action categorie
                  "B" n'excede pas 115% du cours de reference des actions
                  subalternes categorie "A", le "cours de reference" etant celui
                  defini a l'article 187 du Reglement adopte en vertu de la Loi
                  sur les valeurs mobilieres (Quebec) en vigueur en date des
                  presentes, ou

                  (C) une offre faite par un ou plusieurs membres de la Famille
                  Coutu, a un ou plusieurs membres de la Famille Coutu;

              (j) "personne" signifie une personne physique, une association,
              une societe civile, un gouvernement ou une personne morale;

              (k) "personne morale" signifie toute entite dotee de la
              personnalite juridique, y compris une societe de personnes ou une
              fiducie, quel que soit son lieu ou mode de constitution; et

              (l) "porteur majoritaire" signifie a toute date donnee un ou
              plusieurs des porteurs d'actions



                                      - 6 -

              categorie "B" si, a cette date, ils detiennent, directement ou
              indirectement, de quelque maniere que ce soit (y conpris, sans
              limiter la portee de ce qui precede, par le biais de personnes
              morales ou de fiducies interposees ou autrement) d'un nombre
              d'actions en circulation de quelque categorie que ce soit de la
              compagnie qui leur permette d'exercer, a cette date, plus de 50%
              des droits de vote afferents aux actions en circulation de toutes
              les categories de la compagnie comportant, a cette date, le droit
              de vote.

       Tout avis, document ou certificat qui doit etre signe par le porteur
       majoritaire pour les fins du present article 2.4 est adequatement signe
       s'il est signe par un ou plusieurs porteurs detenant, a la date de
       signature de cet avis, document ou certificat, au moins la majorite des
       actions alors detenues par le porteur majoritaire et un avis, document ou
       certificat ainsi signe lie tous les porteurs majoritaires.

       2.4.2  Sous reserve des dispositions suivantes du present article 2.4, si
              une offre est faite, chaque action subalterne categorie "A" pourra
              etre echangee, a compter de la date de l'offre, au gre du porteur,
              en une action categorie "B", mais pour des fins seulement de
              permettre a ce porteur d'accepter l'offre.

       L'exercice du privilege d'echange rattache aux actions subalternes
       categorie "A" est assujetti a l'acceptation de l'offre par le porteur
       majoritaire, cette acceptation constituant une condition suspensive a
       l'echange.

       2.4.3  Le privilege d'echange des actions subalternes categorie "A" prevu
              a l'article 2.4.2 peut etre exerce par avis ecrit transmis a la
              compagnie, a son siege social, ou a l'agent de transfert pour les
              actions subalternes categorie "A" et ce, a tout bureau de l'agent
              de transfert auquel le transfert d'actions subalternes categorie
              "A" peut etre effectue et cet avis est accompagne du certificat ou
              des certificats representant les actions subalternes categorie "A"
              que le porteur desire echanger en actions categorie "B"; cet avis
              est signe par le porteur ou son representant et specifie le nombre
              d'actions subalternes categorie "A" que le porteur desire echanger
              en actions categorie "B"; si une partie



                                      - 7 -

              seulement des actions subalternes categorie "A" representees par
              un certificat accompagnant l'avis doit etre echangee, le porteur a
              droit de recevoir, aux frais de la compagnie, un nouveau
              certificat representant les actions subalternes categorie "A"
              representees par le certificat transmis tel que prealablement
              mentionne et qui ne doivent pas etre echangees.

       2.4.4  Le fait par un porteur d'actions subalternes categorie "A" de
              donner l'avis d'echange prevu a l'article 2.4.3 constitue l'agent
              de transfert le mandataire de ce porteur aux fins de l'offre et
              aux fins de poser tout geste pour parfaire l'acceptation de
              l'offre au nom de ce porteur, sous reserve de l'article 2.4.12. La
              signature et la livraison en bonne et due forme a l'agent de
              transfert par un porteur d'actions subalternes categorie "A" de
              toute formule d'acceptation fournie avec l'offre, accompagnee du
              ou des certificats representant ces actions, sont reputees
              constituer la remise par ce porteur a l'agent de transfert de
              l'avis d'echange.

       2.4.5  Lors de tout echange d'actions subalternes categorie "A" par un
              porteur en vertu de l'article 2.4.2, la compagnie verra a ce que
              l'agent de transfert enette au nom dudit agent de transfert un
              certificat representant les actions categorie "B" resultant de cet
              echange.

       2.4.6  Le droit du porteur d'actions subalternes categorie "A"
              d'echanger ses actions en actions categorie "B" en vertu de
              l'article 2.4.2 est presume avoir ete exerce, et le porteur
              d'actions subalternes categorie "A" qui doivent etre echangees
              est repute etre devenu un porteur d'actions categorie "B" aux fins
              de l'offre, a la date de remise du certificat ou des certificats
              representant les actions subalternes categorie "A" qui doivent
              etre echangees, accompagnes de l'avis ecrit mentionne a l'article
              2.4.3, et ce nonobstant tout delai dans l'emission du certificat
              ou des certificats representant les actions categorie "B" en les
              quelles ces actions subalternes categorie "A" ont ete echangees
              aux fins de l'offre, sous reserve des autres dispositions de
              l'article 2.4.



                                      - 8 -

       2.4.7  Apres l'emission d'un certificat d'actions categorie "B" au nom de
              l'agent de transfert a titre de mandataire de tout porteur, comme
              il est prevu a l'article 2.4.5, l'agent de transfert pose, a sa
              discretion ou, le cas echeant, selon les directives ecrites de ce
              porteur, les gestes necessaires aux fins de parfaire
              l'acceptation de l'offre au nom de ce porteur, y compris le
              depot dudit certificat et de tout autre document requis aupres
              du depositaire aux termes de l'offre. A cet egard, l'agent de
              transfert peut, a sa discretion, inscrire une mention sur tout
              tel certificat ou y joindre un avis ecrit a l'effet que les
              actions categorie "B" representees par ce certificat sont
              assujetties a certaines restrictions et conditions, soient
              celles enoncees aux articles 2.4.8, 2.4.9 et 2.4.10 qui suivent.

       2.4.8  Nonobstant les dispositions des articles 2.4.2 a 2.4.7 qui
              precedent, si avant la date d'expiration de toute offre, l'agent
              de transfert recoit du porteur majoritaire a cette date un avis
              ecrit a l'effet que ce porteur majoritaire n'a pas accepte et
              n'acceptera pas l'offre,

              (a) le privilege d'echange prevu a l'article 2.4.2 est alors
              presume ne jamais avoir ete exerce;

              (b) l'agent de transfert cesse des lors d'etre mandataire des
              porteurs d'actions subalternes categorie "A" aux fins d'accepter
              l'offre;

              (c) les actions subalternes categorie "A" echangees en actions
              categorie "B" a cette date ou avant cette date sont presumees ne
              jamais avoir ete ainsi echangees et etre toujours demeurees des
              actions subalternes categorie "A", y compris les actions dont
              l'offrant aura pris livraison et qu'il aura paye aux termes de
              l'offre; et

              (d) l'agent de transfert fait le necessaire pour que chacun des
              porteurs d'actions subalternes categorie "A" presumees ne jamais
              avoir ete echangees recoive un ou plusieurs certificats
              representant ces actions subalternes categorie "A" et fait les
              inscriptions necessaires au registre de la compagnie pour donner
              effet a ce qui precede.



                                      - 9 -

       2.4.9  Relativement a toute offre, si l'offrant, pour quelque raison que
              ce soit, ne prend pas livraison des actions visees par l'offre et
              n'en paie pas le prix, ou si l'offrant ne prend livraison que d'un
              nombre reduit des actions deposees pour fins d'acceptation de
              l'offre et ne paie que ce nombre reduit, des lors, nonobstant les
              dispositions des articles 2.4.2 a 2.4.7,

              (a) les actions subalternes categorie "A" echangees en actions
              categorie "B" aux fins de l'offre et qui ne sont pas ainsi prises
              et payees sont presumees ne jamais avoir ete echangees en actions
              categorie "B" et etre toujours demeurees des actions subalternes
              categorie "A", et

              (b) l'agent de transfert fait le necessaire pour que chacun des
              porteurs d'actions subalternes categorie "A" presumees ne jamais
              avoir ete ainsi echangees recoive un ou plusieurs certificats
              representant ces actions subalternes categorie "A" et fait les
              inscriptions necessaires au registre de la compagnie pour donner
              effet a ce qui precede.

       2.4.10 Relativement a toute offre, les actions categorie "B" resultant
              de l'echange d'actions subalternes categorie "A" aux fins
              d'acceptation de l'offre donnent a leurs porteurs un vote par
              action, nonobstant les dispositions de l'article 3.1, et sont
              presumees etre des actions subalternes categorie "A", nonobstant
              l'echange, quant aux droits de leurs porteurs de recevoir tout
              dividende paye sur les actions de la compagnie, et ce, jusqu'a la
              date a laquelle l'offrant en aura pris livraison et en aura paye
              le prix aux termes de l'offre ou, le cas echeant, au-dela de cette
              date dans le cas d'actions subalternes categorie "A" prises et
              payees mais au sujet desquelles s'appliquent les dispositions de
              l'article 2.4.8.

       2.4.11 Tout paiement du prix d'actions recu d'un offrant par l'agent de
              transfert a titre de mandataire des porteurs d'actions
              subalternes categorie "A" est verse par l'agent de transfert a
              chacun de ces porteurs selon le nombre d'actions subalternes
              categorie "A" qu'il dete-



                                     - 10 -

              nait immediatement avant l'echange et qui sont ainsi payees.

       2.4.12 Un porteur d'actions subalternes categorie "A" a le droit de
              donner a l'agent de transfert, agissant comme son mandataire,
              toute instruction ecrite relativement a l'exercice de tout droit
              de ce porteur en vertu de l'offre, y compris le droit de
              revocation du depot de titres en reponse a l'offre, le cas
              echeant, et le droit d'accepter ou de refuser toute offre
              subsequente faite apres qu'une premiere offre ait ete lancee.

       2.4.13 Tous les frais et depenses encourus par l'agent de transfert dans
              l'administration des dispositions qui precedent seront a la
              charge de la compagnie.

       2.4.14 Dans les meilleurs delais suivant la date de l'offre, l'agent de
              transfert donne un avis ecrit aux porteurs d'actions subalternes
              categorie "A" enoncant en substance les dispositions prevues aux
              articles 2.4.1 a 2.4.13, cet avis etant accompagne de tout autre
              document ou formulaire que la compagnie ou l'agent de-transfert
              juge, a sa discretion, etre utile ou necessaire afin de permettre
              aux porteurs d'actions subalternes categorie "A" d'exercer leurs
              droits aux termes de ces dispositions.

2.5    RANG DES ACTIONS SUBALTERNES CATEGORIE "A" - Les actions subalternes
       categorie "A" prennent rang (i) quant au paiement des dividendes, apres
       les actions categorie "C" et les actions de toute autre categorie prenant
       rang avant les actions subalternes categorie "A" et au meme rang que les
       actions categorie "B", (ii) quant au remboursement du capital et au
       versement de tout dividende declare mais demeure impaye au moment de la
       distribution en cas de liquidation ou de dissolution, apres les actions
       categorie "C" et les actions de toute autre categorie prenant rang avant
       les actions subalternes categorie "A" et au meme rang que les actions
       categorie "B" et (iii) quant au partage du reliquat des biens de la
       compagnie en cas de liquidation ou de dissolution, au meme rang que les
       actions categorie "B".



                                     - 11 -

ARTICLE 3 - ACTIONS CATEGORIE "B"

Les droits, privileges, conditions et restrictions afferents aux actions
categorie "B" sont les suivants.

3.1    DROIT DE VOTE - Sous reserve des dispositions de la Loi et de ce qui
       suit, les detenteurs d'actions categorie "B" ont droit de recevoir les
       avis de convocation et d'assister et de voter a toutes les assemblees
       d'actionnaires de la compagnie, annuelles ou speciales. Chaque action
       categorie "B" confere a son detenteur le droit a 10 votes pouvant etre
       exerces en personne ou par procuration, sous reserve des dispositions de
       l'article - 2.4.10.

       Dans le cas ou la Famille Coutu, (tel que definie a l'article 2.4.1 (e))
       cesse d'etre veritable proprietaire, directement ou indirectement, de
       quelque maniere que ce soit (y compris sans restreindre la portee de ce
       qui precede, par le biais de personnes morales, de fiducies interposees
       ou autrement) d'un nombre d'actions en circulation de quelque categorie
       que ce soit de la compagnie qui lui permette d'exercer plus de 50% des
       droits de vote afferents aux actions en circulation de toutes les
       categories du capital-actions de la compagnie comportant droit de vote,
       toutes les actions categorie "B" cesseront 'des lors de comporter 10
       votes par action et chaque action categorie "B" ne comportera, a compter
       de cette date, qu'un seul vote par action et ce, sans que la compagnie
       n'ait a poser quelque geste que ce soit.

3.2    DIVIDENDES - Sous reserve des droits prioritaires des detenteurs
       d'actions categorie "C" et d'actions de toute autre categorie prenant
       rang avant les actions categorie "B" en matiere de dividendes, et sous
       reserve des droits des detenteurs d'actions subalternes categorie "A"
       decrits ci-apres, les detenteurs d'actions categorie "B" auront droit de
       recevoir et la compagnie pourra declarer et payer sur celles-ci, tel que
       et lorsque declares par les administrateurs, a meme les fonds de la
       compagnie disponibles a bon droit au paiement de dividendes, un dividende
       au taux qui sera alors determine par les administrateurs. Des cheques de
       la compagnie ou de son agent mandate a cette fin, tires sur une banque
       designee a l'annexe A ou l'annexe B de la Loi sur les banques et payables
       a toute succursale de cette banque au Canada, seront emis relativement a
       ces dividendes aux detenteurs d'actions categorie "B" y ayant droit. La
       mise a la poste de ces cheques liberera la compagnie de toute



                                     - 12 -

       responsabilite relative a ces dividendes jusqu'a concurrence des sommes
       qui y sont representees, a moins que ces cheques ne soient pas payes sur
       presentation dument faite. Sous reserve de toute loi applicable a l'effet
       contraire, le montant d'un dividende represente par un cheque qui n'a pas
       ete presente pour paiement dans les six ans suivant son emission ou qui
       reste autrement non revendique pour une periode de six ans a compter de
       la date ou il a ete declare etre payable et mis de cote pour paiement,
       reviendra a la compagnie.

       Aucun dividende ne pourra etre declare et paye sur les actions categorie
       "B" a moins qu'un dividende d'un montant egal par action ne soit
       simultanement declare et paye sur les actions subalternes categorie "A"
       alors emises et en circulation.

3.3    PRIVILEGE D'ECHANGE - Conformement aux dispositions du present article 3,
       le detenteur de toute action categorie "B" aura le droit, a son choix et
       en tout temps, d'echanger tout ou partie des actions categorie "B" qu'il
       detient en actions subalternes categorie "A" entierement liberees et non
       sujettes a appel de versement, a raison d'une (1) action subalterne
       categorie "A" pour chaque action categorie "B" ainsi echangee.

       (a)    L'exercice de ce privilege d'echange est assujetti a
              l'approbation, si requise au moment de l'echange, de toute bourse
              a la cote de laquelle les actions subalternes categorie "A" seront
              alors inscrites, ainsi qu'a l'approbation de toute commission des
              valeurs mobilieres ou autre organisme similaire dont il y aura
              alors lieu d'obtenir l'approbation.

       (b)    L'echange d'une ou de plusieurs actions categorie "B" en actions
              subalternes categorie "A" doit etre effectue par la remise des
              certificats representant les actions categorie "B" echangees, par
              leurs detenteurs respectifs, en tout temps pendant les heures
              normales d'affaires, (i) a tout bureau de tout agent de transfert
              de la compagnie ou les actions categorie "B" peuvent etre
              transferees ou, s'il n'y a pas d'agent de transfert, (ii) au siege
              social de la compagnie, adresses au secretaire de la compagnie
              et, en toute circonstance, accompagnes d'un document ecrit de
              remise, en forme jugee satisfaisante par la compagnie, dument
              signe par le detenteur inscrit des actions categorie "B" echangees
              ou



                                     - 13 -

              par son procureur dument autorise par ecrit (l'authenticite de
              cette signature devant etre attestee de la maniere requise par les
              administrateurs a l'occasion) document par lequel le detenteur
              d'actions categorie "B" choisira d'echanger toute ou partie
              seulement des actions categorie "B" incrites a son nom. Si un
              detenteur choisit d'echanger une partie seulement des actions
              categorie "B" inscrites a son nom, la compagnie emettra et
              delivrera ou fera en sorte que soit delivre a tel detenteur, aux
              frais de la compagnie, un nouveau certificat representant les
              actions categorie "B" qui ne font pas l'objet de l'echange.

       (c)    Des que possible apres la remise, telle que prevu aux presentes,
              de toute action categorie "B" pour fins d'echange, la compagnie
              emettra et delivrera ou fera en sorte que soit delivre au
              detenteur des actions categorie "B" ainsi remises, un ou
              plusieurs certificats emis a son nom ou a tout autre nom qui
              pourra etre indique a la compagnie par ce detenteur, et
              representant le nombre d'actions subalternes categorie "A"
              entierement liberees et non sujettes a appel de versement
              auquel ce detenteur a droit en raison de l'echange. Cet echange
              sera repute avoir ete fait a la fermeture des bureaux a la date
              a laquelle les certificats representant les actions categorie
              "B" echangees auront ete remis pour fins d'echange, ou, si a
              cette date les autorisations dont il est question a l'article
              3.3 (a) n'ont pas ete obtenues, a la date a laquelle elles le
              seront, de sorte que les droits d'un detenteur d'actions
              categorie "B", en tant que detenteur de celles-ci, cessent a ce
              monent et de sorte que la personne ayant droit de recevoir des
              actions subalternes categorie "A" en raison de cet echange soit
              consideree, a toute fin, comme etant devenu le detenteur
              inscrit de ces actions subalternes categorie "A" a ce moment.

       (d)    Le detenteur inscrit d'actions categorie "B" a une date de
              reference choisie par la compagnie afin de determiner les
              detenteurs d'actions categorie "B" ayant droit de recevoir un
              dividende declare sur ces actions categorie "B" aura droit de
              recevoir ce dividende nonobstant le fait que les actions categorie
              "B" qu'il detient



                                     - 14 -

              soient echangees en actions subalternes categorie "A" suivant les
              modalites qui precedent apres cette date de reference mais avant
              la date de paiement de ce dividende; de plus le detenteur
              d'actions subalternes categorie "A" emises suite a l'echange aura
              droit de prendre rang egal avec les detenteurs inscrits de toute
              autre action subalterne categorie "A" relativement a tous les
              dividendes declares payables aux detenteurs d'actions subalternes
              categorie "A" inscrits comme tel a une date de reference donnee,
              si cette date de reference est posterieure a la date d'echange.

       (e)    Aucune subdivision ni refonte (i) des actions subalternes
              categorie "A" ou (ii) des actions categorie "B" ne peut avoir lieu
              a moins qu'en meme temps, dans le cas de (i), les actions
              categorie "B" ou, dans le cas de (ii), les actions subalternes
              categorie "A" ne soient subdivisees ou refondues d'une maniere
              identique.

       (f)    L'emission des certificats representant les actions subalternes
              categorie "A" emises en raison d'un echange d'actions categorie
              "B" en actions subalternes categorie "A" sera faite sans frais
              pour les detenteurs d'actions categorie "B" effectuant cet
              echange. Cependant, la compagnie ne sera responsable ni ne paiera
              aucune taxe qui pourrait etre imposee a la personne a qui ces
              actions subalternes categorie "A" sont emises suite a l'echange.

       (g)    Toutes les actions categorie "B" echangees en actions subalternes
              categorie "A" conformement aux dispositions qui precedent seront
              annulees.

       (h)    Lors d'un echange, le compte de capital-actions emis et paye tenu
              pour les actions categorie "B" sera reduit et le compte de
              capital-actions emis et paye tenu pour les actions subalternes
              categorie "A" sera augmente d'un montant egal au resultat obtenu
              en divisant (i) le produit obtenu en multipliant le montant
              apparaissant au compte de capital-actions emis et paye tenu pour
              les actions categorie "B", par le nombre d'actions categorie "B"
              ainsi echangees par (ii) le nombre total d'actions categorie "B"
              emises et en circulation immediatement avant cet echange.



                                     - 15 -

3.4    LIQUIDATION; DISSOLUTION - Dans le cas de liquidation ou
       de dissolution de la compagnie, de maniere volontaire ou forcee, ou de
       toute autre distribution de l'actif de la compagnie entre ses
       actionnaires aux fins de liquider ses affaires, les detenteurs d'actions
       categorie "B" auront droit de recevoir, en fonction du nombre d'actions
       categorie "B" qu'ils detiennent respectivement, et apres paiement par la
       compagnie aux detenteurs d'actions categorie "C" et aux detenteurs
       d'actions de toute autre categorie prenant rang avant les actions
       categorie "B" relativement a la distribution de l'actif de la compagnie
       en cas de liquidation ou de dissolution, des sommes qui leur sont dues
       conformement aux modalites des presentes, pour chaque action categorie
       "B" : (i) un montant egal a la moyenne, par action, des montants verses
       au compte de capital- actions emis et paye tenu pour les actions
       categorie "B", ainsi que, en fonction du nombre d'actions categorie "B"
       qu'ils detiennent respective ment, (ii) tous les dividendes declares sur
       les actions categorie "B" et demeures impayes au moment de la
       distribution.

       De plus, les detenteurs d'actions categorie "B" et les detenteurs
       d'actions subalternes categorie "A" auront droit de se partager
       egalement, action pour action, le reliquat des biens de la compagnie, en
       proportion du nombre d'actions qu'ils detiennent respectivement.

3.5    RANG DES ACTIONS CATEGORIE "B" - Les actions categorie "B" prennent rang
       (i) quant au paiement des dividendes, apres les actions categorie "C" et
       les actions de toute autre categorie prenant rang avant les actions
       categorie "B" et au meme rang que les actions subalternes categorie "A"
       (ii) quant au remboursement du capital et au versement de tout dividende
       declare mais demeure impaye au moment de la distribution en cas de
       liquidation ou de dissolution, apres les actions categorie "C" et les
       actions de toute autre categorie prenant rang avant les actions categorie
       "B" et au meme rang que les actions subalternes categorie "A" et (iii)
       quant au partage du reliquat des biens de la compagnie en cas de
       liquidation ou de dissolution, au meme rang que les actions subalternes
       categorie "A".

3.6    EMISSIONS D'ACTIONS CATEGORIE "B" -

       3.6.1  Tant qu'il y a des actions categorie "B" en circulation, la
              compagnie ne peut, a aucun moment, sans que le consentement des
              porteurs de ces actions ne lui soit donne au moyen d'une



                                     - 16 -

              resolution extraordinaire (tel que definie a l'article 3.6.5),
              emettre des actions subalternes categorie "A" a moins qu'au
              moment de 1'emission et de la facon determinee par les
              administrateurs, elle n'offre aux porteurs d'actions categorie "B"
              le droit de souscrire, en proportion du nombre d'actions categorie
              "B" qu'ils detiennent respectivement (abstraction faite des
              fractions, mais sous reserve de l'article 3.6.2), un nombre global
              d'actions categorie "B", tel que, si les porteurs d'actions
              categorie "B" decidaient de souscrire la totalite des actions
              categorie "B" qu'ils auront alors le droit de souscrire, le
              pourcentage de droits de vote afferents aux actions categorie "B"
              emises et en circulation immediatement apres cette souscription
              par rapport a l'ensemble des droits de vote afferents a toutes les
              actions emises et en circulation immediatement apres l'emission
              des actions subalternes categorie "A" soit le meme immediatement
              apres l'emission des actions subalternes categorie "A"
              qu'immediatement avant cette emission, moyennant une contrepartie,
              pour chaque action categorie "B", egale au montant que la
              compagnie versera au compte de capital-actions emis et paye tenu
              pour les actions subalternes categorie "A" pour chacune des
              actions subalternes categorie "A" qu'elle emet alors.

       3.6.2  Le droit de souscrire a des actions categorie "B" suivant
              l'article 3.6.1 n'est cessible qu'entre les porteurs d'actions
              categorie "B" au moment ou l'offre est faite en vertu de l'article
              3.6.1.

       3.6.3  En cas d'emission d'actions subalternes categorie "A" suite a
              l'exercice d'options ou de droits de souscription accordes par la
              compagnie, cette derniere doit offrir le droit de souscription a
              des actions categorie "B" vise a l'article 3.6.1 a l'expiration de
              la periode prevue par l'exercice de ces options ou droits de
              souscription et la contrepartie exigible pour l'emission de chaque
              action categorie "B" est alors egale au montant que la compagnie
              versera au compte de capital-actions emis et paye tenu pour les
              actions subalternes categorie "A" pour chacune des actions
              subalternes categorie "A" emise suite a l'exercice de ces options
              ou de ces droits de souscription.



                                     - 17 -

       3.6.4  Le droit de souscrire a des actions categorie "B" suivant
              l'article 3.6 ne s'applique toutefois pas dans le cas d'emission
              d'actions subalternes categorie "A" :

              (a) en tant que dividendes-actions;

              (b) seulement aux employes de la compagnie; ou

              (c) suite a l'echange d'actions categorie "B" en actions
              subalternes categorie "A" suivant l'article 3.3.

       3.6.5  Aux fins de l'article 3.6.1, l'expression "resolution
              extraordinaire" signifie une resolution adoptee par au moins les
              deux tiers (2/3) des votes exprimes a une assemblee des porteurs
              d'actions categorie "B" dument tenue a cette fin. Les formalites a
              observer relativement a la transmission de l'avis d'une assemblee
              des porteurs d'actions categorie "B", a sa conduite, ainsi qu'a
              son quorum seront celles prescrites par les reglements de la
              compagnie pour les assemblees de ces detenteurs.

ARTICLE 4 - ACTIONS CATEGORIE "C"

Les droits, privileges, conditions et restrictions afferents aux actions
categorie "C", en tant que categorie, sont les suivants.

4.1    EMISSION EN SERIES -

       (a)    Sous reserve des dispositions de la Loi, les actions categorie "C"
              peuvent, en tout temps, etre emises en une ou plusieurs series.
              Les administrateurs pourront, lorsqu'ls le jugeront opportun, mais
              avant leur emission, determiner le nombre et la designation des
              actions de chaque serie d'actions categorie "C", ainsi que les
              droits, privileges, conditions et restrictions afferents aux
              actions de chaque serie d'actions de categorie "C", y compris,
              sans restreindre la portee de ce qui precede (i) le taux et le
              montant des dividendes, les date et lieu pour le paiement de ces
              dividendes, ainsi que la date a compter de laquelle ces dividendes
              commencent a



                                     - 18 -

              courir, (ii) le taux ou le montant de la prime qui pourra etre
              versee a leurs detenteurs respectifs en cas d'achat ou de rachat,
              ainsi que la date a compter de laquelle les actions d'une serie
              pourront faire l'objet d'un rachat, de meme que le mode d'achat ou
              de rachat, (iii) les modalites d'un programme d'options d'achat
              d'actions relatif a une ou plusieurs series, (iv) les modalites
              relatives a un fonds d'amortissement constitue pour le benefice
              des detenteurs d'actions d'une ou de plusieurs series, (v) la
              designation des actions d'une serie donnee et (vi) les privileges
              d'echange d'actions d'une serie donnee en actions de toute autre
              serie ou d'une autre categorie d'actions du capital-actions de la
              compagnie.

       (b)    Les droits, privileges, conditions et restrictions rattaches a
              chaque serie d'actions categorie "C" seront determines, pour
              chaque serie, par resolution des administrateurs qui auront la
              faculte de creer de telles series avant l'emission de toute
              action categorie "C" d'une telle serie ainsi creee. L'emission
              d'actions d'une serie donnee d'actions categorie "C" ne pourra
              avoir lieu qu'apres l'adoption d'une telle resolution et qu'apres
              l'obtention d'un certificat de modification attestant la
              modification ayant pour objet la creation d'une telle serie. Une
              telle resolution des administrateurs ne requiert pas de
              ratification par les actionnaires.

       (c)    Nonobstant toute autre disposition des presentes, chaque action
              de toute serie d'actions categorie "C" devra comporter les memes
              droits en matiere de vote ou les memes conditions et restrictions
              relatives au droit de vote.

       (d)    Nonobstant toute autre disposition des presentes, lorsque des
              montants payables au titre de dividendes, remboursement de capital
              ou prime sur remboursement de capital, ne sont pas acquittes en
              entier, les actions de toute serie d'actions categorie "C"
              participent aux montants payables proportionnellement, aux sommes
              qui seraient payables en cas de paiement integral.

4.2    DROIT DE VOTE - Sous reserve des dispositions de la Loi, les detenteurs
       d'actions categorie "C", en tant que categorie, n'ont, a ce titre, pas
       droit de recevoir les



                                     - 19 -

       avis de convocation, ni d'assister ou de voter a toutes les assemblees
       d'actionnaires de la compagnie, annuelles ou speciales.

4.3    RANG DES ACTIONS CATEGORIE "C" EN MATIERE DE DIVIDENDES - Les actions
       categorie "C", en tant que categorie, prennent rang quant au paiement de
       dividendes , avant les actions subalternes categorie "A", avant les
       actions categorie "B" et avant les actions de toute autre categorie
       prenant rang apres les actions categorie "C" en matiere de dividendes et
       chaque serie prend rang egal a toute autre serie quant aux dividendes.

4.4    RANG DES ACTIONS CATEGORIE "C" EN CAS DE LIQUIDATION OU DE DISSOLUTION -
       Les actions categorie "C", en tant que categorie, prennent rang quant au
       remboursement du capital et quant au versement de tout dividende declare
       mais demeure impaye au moment de la distribution en cas de liquidation ou
       de dissolution, avant les actions subal ternes categorie "A", avant les
       actions categorie "B" et avant les actions de toute autre categorie
       prenant rang apres les actions categorie "C". Les actions de chaque serie
       prennent rang de facon concurrente avec les actions de toute autre serie
       d'actions categorie "C".

4.5    LIQUIDATION; DISSOLUTION - Dans le cas de liquidation ou de dissolution
       de la compagnie, de maniere volontaire ou forcee, ou de toute autre
       distribution de l'actif de la compagnie entre ses actionnaires aux fins
       de liquider ses affaires, les detenteurs d'actions categorie "C", en tant
       que categorie, auront droit de recevoir, avant toute distribution de
       l'actif de la compagnie entre les detenteurs d'actions subalternes
       categorie "A", d'actions categorie "B" et d'actions de toute autre
       categorie prenant rang apres les actions categorie "C" relativement a
       la distribution de l'actif de la compagnie en cas de liquidation ou de
       dissolution des sommes qui leur sont dues en vertu des presentes, une
       somme egale au prix auquel ces actions ont ete emises ou, si ces actions
       comportent un privilege de rachat, une somme egale au prix de rachat en
       vigueur lors de la distribution et (i) dans le cas d'actions categorie
       "C" a dividendes cumulatifs, tous les dividendes cumulatifs accumules et
       impayes (qu'ils aient ete declares ou non jusqu'a la date de distribution
       ou (ii) dans le cas d'actions categorie "C" a dividendes non cumulatifs
       tous les dividendes non cumulatifs declares mais demeures impayes a la
       date de distribution.



                                     - 20 -

       Les actions categorie "C" ne confereront a leurs detenteurs aucun autre
       droit de participer davantage aux profits ou a l'actif de la compagnie.

4.6    CREATION OU EMISSION DE SERIES ADDITIONNELLES -Suite a la creation et a
       l'emission d'une premiere serie d'actions categorie "C", les
       administrateurs de la compagnie ne pourront creer ou emettre une serie
       additionnelle d'actions categorie "C" a moins qu'a la date de cette
       creation ou de cette emission, selon le cas, (i) tous les dividendes
       cumulatifs, jusqu'a la derniere periode complete inclusivement pour
       laquelle de tels dividendes cumulatifs sont payables, n'aient ete
       declares et payes ou rais de cote pour paiement relativement a chaque
       serie d'actions categorie "C" a dividendes cumulatifs alors emises et en
       circulation et (ii) que tout dividende non cumulatif, declare mais
       demeure impaye n'ait ete paye ou mis de cote pour paiement relativement a
       chaque serie d'actions categorie "C" a dividendes non cumulatifs alors
       emises et en circulation.

4.7    AUTRES MODALITES - Les administrateurs pourront, lors de la creation
       d'une serie d'actions categorie "C", conferer a ladite serie tout autre
       droit, privilege, condition et restriction qu'ils jugeront approprie,
       non contraire aux droits, privileges, conditions et restrictions
       afferents a l'ensemble des actions categorie "C", en tant que categorie.

ARTICLE 5 - AMENDEMENT DES STATUTS

5.1    MODIFICATION - Les detenteurs d'actions d'une categorie ou, sous reserve
       de l'article 5.5, d'une serie, sont fondes a voter separement sur les
       propositions de modification des statuts de la compagnie ayant pour
       objet:

       (a)    de changer le nombre maximal autorise d'actions de cette categorie
              ou d'augmenter le nombre maximal autorise d'actions d'une autre
              categorie conferant des droits ou des privileges egaux ou
              superieurs;

       (b)    de faire echanger, de reclasser ou d'annuler, de maniere
              prejudiciable, tout ou partie des actions de cette categorie;

       (c)    d'etendre, de modifier ou de supprimer les droits, privileges,
              restrictions ou conditions



                                     - 21 -

              dont sont assorties les actions de cette categorie, notamment,

              (i)    en supprimant ou modifiant, de maniere prejudiciable, le
                     droit aux dividendes accumules ou cumulatifs,

              (ii)   en etendant, supprimant ou modifiant, de maniere
                     prejudiciable, les droits de rachat,

              (iii)  en reduisant ou supprimant une preference en matiere de
                     dividende ou de liquidation, ou

              (iv)   en etendant, supprimant ou modifiant, de maniere
                     prejudiciable, les privileges de conversion, options,
                     droits de vote, de transfert, de preemption ou
                     d'acquisition de valeurs mobilieres ou des dispositions en
                     matiere de fonds d'amortissement;

       (d)    d'accroitre les droits ou privileges des actions d'une autre
              categorie, conferant des droits ou des privileges egaux ou
              superieurs a ceux de cette categorie;

       (e)    de creer une nouvelle categorie d'actions egales ou superieures a
              celles de cette categorie;

       (f)    de rendre egales ou superieures aux actions de cette categorie,
              les actions d'une categorie conferant des droits ou des privileges
              inferieurs;

       (g)    de faire echanger, de maniere prejudiciable, tout ou partie des
              actions d'une autre categorie contre celles de cette categorie ou
              de creer un droit a cette fin; ou

       (h)    soit d'apporter des restrictions a l'emission, au transfert ou a
              l'appartenance des actions de categorie, soit de modifier ou de
              supprimer ces restrictions.

5.2    DROIT DE VOTE - L'article 5.1 s'applique meme si les actions d'une
       categorie ne conferent aucun droit de vote suivant les dispositions des
       statuts de la compagnie tels que modifies. Lors d'une assemblee des
       detenteurs d'une categorie tenue suivant l'article 5, les deten-



                                     - 22 -

       teurs d'actions d'une categorie habiles a voter suivant l'article 5
       disposeront d'un vote par action.

5.3    RESOLUTIONS DISTINCTES - L'adoption de toute modification des statuts
       visee a l'article 5.1 est subordonnee a son approbation par voie de
       resolution votee separement par les actionnaires de chaque categorie
       habiles a voter suivant l'article 5.1. Toute approbation des detenteurs
       de toute categorie d'actions requise en vertu des dispositions de
       l'article 5 sera reputee avoir ete dument donnee, si elle est contenue
       dans une resolution adoptee par au moins les trois quarts (3/4) des voix
       exprimees a une assemblee speciale des detenteurs d'actions d'une telle
       categorie, convoquee a cette fin par preavis d'au moins quatorze (14)
       jours et a laquelle assemblee les detenteurs d'au moins cinq pour cent
       (5%) des actions en circulation d'une telle categorie sont presents en
       personne ou representes par procuration, constituant alors le quorum. Si
       les detenteurs d'au moins cinq pour cent (5%) des actions en circulation
       d'une telle categorie ne sont pas presents ou representes par procuration
       trente (30) minutes apres l'heure fixee pour l'assemblee, l'assemblee
       sera ajournee a une date ulterieure d'au moins cinq jours et un preavis
       d'au moins deux jours d'une telle assemblee ajournee devra etre donne. A
       une telle assemblee ajournee, les detenteurs des actions de telle
       categorie presents en personne ou representes par procuration, pourront y
       transiger les affaires pour lesquelles l'assemblee etait initialement
       convoquee et une resolution adoptee a cette assemblee par au moins les
       trois quarts (3/4) des voix exprimees constituera l'approbation des
       detenteurs d'une telle categorie d'actions mentionnee ci-haut aux fins de
       l'article 5, que le quorum dont il est question plus haut soit present ou
       non lors de cette assemblee ajournee. Toute approbation donnee
       conformement aux dispositions de cet article 5.3 liera tous les
       detenteurs d'une telle categorie d'actions.

5.4    EFFET DE L'APPROBATION - La procedure prevue aux articles 5.1, 5.2 et
       5.3 tient lieu de compromis ou arrangement et permet le depot de statuts
       de modification sans qu'il soit necessaire de recourir a toute autre
       formalite prevue a la Loi et relative au compromis ou a l'arrangement.

5.5    VOTE PAR SERIE - Les detenteurs d'actions d'une serie ne sont fondes a
       voter separement, tel que prevu au present article 5, que sur les
       propositions de modification decrites ci-dessus et visant la serie en
       particulier et non l'ensemble de la categorie."



[LOGO]

Gouvernement du Quebec                               CERTIFICAT D'ENREGISTREMENT
L'INSPECTEUR GENERAL                                 Loi sur les compagnies
DES INSTITUTIONS FINANCIERES                         (L.R.Q., chap. C-38)

                                                      Partie IA

                         J'ATTESTE PAR LES PRESENTES QUE LA COPIE QUI ACCOMPAGNE
                         LE PRESENT CERTIFICAT EST UNE COPIE AUTHENTIQUE DE
                         L'ORIGINAL D'UN DOCUMENT CONCERNANT

                         LE GROUPE JEAN COUTU (PJG) INC.

                         ET QUE CETTE COPIE A ETE ENREGISTREE

                         LE 1986 10 10

                         AU LIBRO S-1012 , FOLIO 38

                                                      /s/ Jean Marie Boudard
                                                      INSPECTEUR GENERAL DES
                                                      INSTITUTIONS FINANCIERES

[SEAL]
[LOGO]
Gouvernement
du Quebec
L'INSPECTEUR
GENERAL DES
INSTITUTIONS
FINANCIERES

 1331-7433



[LOGO]

Gouvernement du Quebec                                CERTIFICAT DE MODIFICATION
L'INSPECTEUR GENERAL                                  Loi sur les compagnies
DES INSTITUTIONS FINANCIERES                          (L.R.Q., chap. C - 38)

                                                      Partie   IA

                         J'ATTESTE PAR LES PRESENTES QUE LA COMPAGNIE

                         LE GROUPE JEAN COUTU (PJC) INC.

                         A MODIFIE SES STATUTS, SOUS L'AUTORITE DE LA PARTIE IA
                         DE LA LOI SUR LES COMPAGNIES, TEL QU'INDIQUE DANS LES
                         STATUTS DE MODIFICATION CI-JOINTS.

                         LE 1986 10 09

                                                      /s/ Jean Marie Boudard
                                                      INSPECTEUR GENERAL DES
                                                      INSTITUTIONS FINANCIERES

[SEAL]
[LOGO]
Gouvernement
du Quebec
L'INSPECTEUR
GENERAL DES
INSTITUTIONS
FINANCIERES

 1331-7433



[LOGO]
Gouvernement du Quebec
L'INSPECTEUR GENERAL
DES INSTITUTIONS FINANCIERES                        Formulaire 5
                                                    STATUS DE MODIFICATION
                                                    Loi sur les compagnies

                                                    Partie 1A

1  Denomination sociale ou numero matricule

   LE GROUPE JEAN COUTU (PJC) INC. - THE JEAN COUTU GROUP (PJC) INC.

2  Les statuts de la compagnie sont modifies de la facon suivante:

   Les statuts de la compagnie sont modifies par les dispositions de l'annexe
   "A" ci-jointe, cette annexe formant partie integrante du present formulaire
   5.

3  Date d' entree en vigueur, si   4  Denomination sociale (ou numero matricule)
   differente de la date du depot     anterieure a la modification, si
   (Voir instructions)                differente de celle mentionnee a la case 1


Signature de                                    Fonction du
l'administrateur autorise /s/ Yvon Martineau    signataire    Administrateur
                         -----------------------           ---------------------
                        Yvon Martineau

Reserve a l'administration

[LOGO]
GOUVERNEMENT
DU QUEBEC
DEPOSE LE
1986 1009
L'INSPECTEUR GENERAL DES
INSTITUTIONS FINANCIERES



                                   ANNEXE "A"

Annexe "A" des statuts de modification (formulaire 5) dates du 9 octobre 1986 de
LE GROUPE JEAN COUTU (PJC) INC. (la "compagnie"). La presente annexe "A" fait
partie integrante des statuts de modification de LE GROUPE JEAN COUTU (PJC) INC.

Formulaire 5 - Statuts de modification.

I.     L'article 2 des statuts de modification dates du 8 aout 1986, de meme que
       l'Annexe "A" en faisant partie integrante, est modifie par la
       redesignation des "actions subalternes Categorie "A"" en "actions a droit
       de vote subalterne Categorie "A"".

                                                            /s/ [ILLEGIBLE]



[LOGO]

Gouvernement du Quebec
L'INSPECTEUR GENERAL                                 CERTIFICAT D'ENREGISTREMENT
DES INSTITUTIONS FINANCIERES                         Loi sur les compagnies
                                                     (L.R.Q., chap. C-38)

                                                     Partie IA

                         J'ATTESTE PAR LES PRESENTES QUE LA COPIE QUI ACCOMPAGNE
                         LE PRESENT CERTIFICAT EST UNE COPIE AUTHENTIQUE DE
                         L'ORIGINAL D'UN DOCUMENT CONCERNANT

                         LE GROUPE JEAN COUTU (PJC) INC.

                         ET QUE CETTE COPIE A ETE ENREGISTREE

                         LE 1986 08 11

                         AU LIBRO S-887 , FOLIO 26

                                                      /s/ Jean Marie Boudard
                                                      INSPECTEUR GENERAL DES
                                                      INSTITUTIONS FINANCIERES

                               DOSSIER: 1331-7433

[SEAL]
[LOGO]
Gouvernement
du Quebec
L'INSPECTEUR
GENERAL DES
INSTITUTIONS
FINANCIERES



Gouvernement du Quebec
L'INSPECTEUR GENERAL                                  CERTIFICAT DE MODIFICATION
DES INSTITUTIONS FINANCIERES                          Loi sur les Compagnies
                                                      (L.R.Q., chap. C-38)

                                                      Partie IA

                         J'ATTESTE PAR LES PRESENTES QUE LA COMPAGNIE

                         LE GROUPE JEAN COUTU (PJC) INC.

                         ET SA VERSION

                         THE JEAN COUTU GROUP (PJC) INC.


                         A MODIFIE SES STATUTS, SOUS L'AUTORITE DE LA PARTIE IA
                         DE LA LOI SUR LES COMPAGNIES, TEL QU'INDIQUE DANS LES
                         STATUTS DE MODIFICATION CI-JOINTS.

                         LE 1986 08 08

                                                      /s/ Jean Marie Boudard
                                                      Inspecteur general des
                                                      Institutions financieres

[SEAL]
[LOGO]
Gouvernement
du Quebec
L'INSPECTEUR
GENERAL DES
INSTITUTIONS
FINANCIERES



[LOGO]
Gouvernement du Quebec
L'INSPECTEUR GENERAL
DES INSTITUTIONS FINANCIERES                        Formulaire 5
                                                    STATUTS DE MODIFICATION
                                                    Loi sur les compagnies
                                                    Partie 1A

1  Denomination sociale ou numero matricule
   "LE GROUPE JEAN COUTU (PJC) INC." et, dans sa version anglaise, "THE JEAN
   COUTU GROUP (PJC) INC."

2  Les statuts de la compagnie sont modifies de la facon suivante:

   Les statuts de la compagnie sont modifies par les dispositions de l'annexe
   "A" ci-jointe, cette annexe formant partie integrante du present formulaire
   5.


3  Date d'entree en vigueur, si    4  Denomination sociale (ou numero matricule)
   differente de la date du depot     anterieure a la modification, si
   (Voir instructions)                differente de celle mentionnee a la case 1
            NA                            SERVICES FARMICO INC.


Signature de                             Fonction du Administrateur et President
l'administrateur autorise /s/ Jain Coutu signataire  et Chef de la direction
                        ----------------            ----------------------------

Reserve a l'administration

[LOGO]
Gouvernement
du Quebec
Depose le
1986 08 08
L'inspecteur general des
institutions financieres



                                   ANNEXE "A"

Annexe "A" des statuts de modification (formulaire 5) dates du 8 aout 1986 de
SERVICES FARMICO INC. (la "compagnie"). La presente annexe "A" fait partie
integrante des statuts de modification de SERVICES FARMICO INC.

Formulaire 5 - Statuts de modification.

I.     L'article l des statuts de continuation de la compagnie dates du 27
       janvier 1986 (les "statuts de continuation") , intitule "Denomination
       sociale ou numero matricule", est remplace par ce qui suit :

       "LE GROUPE JEAN COUTU (PJC) INC." et, dans sa version anglaise, "THE
       JEAN COUTU GROUP (PJC) INC."

II.    L'article 5 des statuts de continuation de la compagnie, intitule
       "Description du capital-actions", de meme que l'Annexe I faisant partie
       integrante des statuts de continuation de la compagnie, sont modifies par
       ce qui suit :

       "Le capital-actions autorise de la compagnie, constitue d'un nombre
       illimite d'actions ordinaires, sans valeur nominale, (les "actions
       ordinaires") dont, en date des presentes, 1 000 000 d'actions ordinaires
       sont emises et en circulation, comme entierement liberees et non sujettes
       a appel de versement, est modifie comme suit :

       (a) par la creation (i) d'un nombre illimite d'actions subalternes
       categorie "A", sans valeur nominale, (ii) d'un nombre illimite d'actions
       categorie "B", sans valeur nominale et (iii) d'un nombre illimite
       d'actions categorie "C", sans valeur nominale, pouvant etre emises en une
       ou plusieurs series;



                                      - 2 -

       (b) par la conversion de toute les actions ordinaires emises et en
       circulation en date des presentes, soit 1 000 000 d'actions ordinaires,
       en 20 000 000 d'actions categorie "B", sans valeur nominale, a raison de
       20 actions categorie "B", sans valeur nominale, pour chaque action
       ordinaire emise et en circulation, les actions categorie "B", sans valeur
       nominale, comportant les droits et privileges et etant asujetties aux
       conditions et restrictions decrits aux presents statuts de modification;
       et

       (c) par l'annulation de toutes les actions ordinaires non emises du
       capital-actions de la compagnie.

       De sorte que, suite a l'obtention d'un certificat de modification
       ratifiant les presents statuts de modification, le capital-actions de la
       compagnie soit constitue (i) d'un nombre illimite d'actions subalternes
       categorie "A", sans valeur nominale, (ii) d'un nombre illimite d'actions
       categorie "B", sans valeur nominale et (iii) d'un nombre illimite
       d'actions categorie "C", sans valeur nominale, pouvant etre emises en une
       ou plusieurs series, dont 20 000 000 d'actions categorie "B", sans valeur
       nominale, seront emises et en circulation comme entierement liberees et
       non sujettes a appel de versement.

       Le capital-actions autorise de la compagnie, de meme que l'ensemble des
       droits, privileges, conditions et restrictions rattaches aux actions
       subalternes categorie "A", sans valeur nominale, aux actions categorie
       "B", sans valeur nominale et aux actions categorie "C", sans valeur
       nominale, en tant que categorie, sont les suivants.

       ARTICLE 1 - CAPITAL-ACTIONS AUTORISE

       La compagnie est autorisee a emettre (i) un nombre illimite d'actions
       subalternes categorie "A", sans valeur nominale (les "actions subalternes
       categorie "A""), (ii) un nombre illimite d'actions categorie "B", sans
       valeur nominale (les "actions categorie "B"") et (iii) un nombre illimite
       d'actions categorie "C", sans valeur nominale, pouvant etre emises en une
       ou plusieurs series (les "actions privilegiees categorie "C"").



                                      - 3 -

       ARTICLE 2 - ACTIONS SUBALTERNES CATEGORIE "A"

       Les droits, privileges, conditions et restrictions afferents aux actions
       subalternes categorie "A" sont les suivants.

       2.1    DROIT DE VOTE - Sous reserve des dispositions de la Loi sur les
              compagnies de la province de Quebec (L.R.Q., 1977 c.C-38) et des
              reglements adoptes en vertu de cette loi (la "Loi"), les
              detenteurs d'actions subalternes categorie "A" ont droit de
              recevoir les avis de convocations et d'assister et de voter a
              toutes les assemblees d'actionnaires de la compagnie, annuelles ou
              speciales. Chaque action subalterne categorie "A" confere a son
              detenteur le droit a un vote pouvant etre exerce en personne ou
              par procuration.

       2.2    DIVIDENDES - Sous reserve des droits prioritaires des detenteurs
              d'actions categorie "C" et d'actions de toute autre categorie
              prenant rang avant les actions subalternes categorie "A" en
              matiere de dividendes, et sous reserve des droits des detenteurs
              d'actions categorie "B" decrits ci-apres, les detenteurs d'actions
              subalternes categorie "A" auront droit de recevoir et la compagnie
              pourra declarer et payer sur celles-ci, tel que et lorsque
              declares par les administrateurs de la compagnie (les
              "administrateurs"), a meme les fonds de la compagnie disponibles a
              bon droit au paiement de dividendes, un dividende au taux qui sera
              alors determine par les administateurs. Des cheques de la
              compagnie ou de son agent mandate a cette fin, tires sur une
              banque designee a l'annexe A ou a l'annexe B de la Loi sur les
              banques (S.C., 1980-81-82, chapitre 40) (la "Loi sur les banques")
              et payables a toute succursale de cette banque au Canada, seront
              emis relativement a ces dividendes aux detenteurs d'actions
              subalternes categorie "A" y ayant droit. La mise a la poste de ces
              cheques liberera la compagnie de toute responsabilite relative a
              ces dividendes jusqu'a concurrence des sommes qui y sont
              representees, a moins que ces cheques ne soient pas payes sur
              presentation dument faite. Sous reserve de toute loi applicable a
              l'effet contraire, le montant d'un dividende represente par un
              cheque qui n'a pas ete presente pour paiement dans les six ans
              suivant sont emission ou qui reste autrement non revendique pour
              une periode de six ans a compter de la



                                      - 4 -

              date ou il a ete declare etre payable et mis de cote pour
              paiement, reviendra a la compagnie.

              Aucun dividende ne pourra etre declare et paye sur les actions
              subalternes categorie "A" a moins qu'un dividende d'un montant
              egal par action ne soit simultanement declare et paye sur les
              actions categorie "B" alors emises et en circulation.

       2.3    LIQUIDATION; DISSOLUTION - Dans le cas de liquidation ou de
              dissolution de la compagnie, de maniere volontaire ou forcee, ou
              de toute autre distribution de l'actif de la compagnie entre ses
              actionnaires aux fins de liquider ses affaires, les detenteurs
              d'actions subalternes categorie "A" auront le droit de recevoir,
              en fonction du nombre d'actions subalternes categorie "A" qu'ils
              detiennent respectivement, et apres paiement par la compagnie aux
              detenteurs d'actions categorie "C" et aux detenteurs d'actions de
              toute autre categorie prenant rang avant les actions subalternes
              categorie "A" relativement a la distribution de l'actif de la
              compagnie en cas de liquidation ou de dissolution, des sommes qui
              leur sont dues conformement aux modalites qui suivent, pour chaque
              action subalterne categorie "A" : (i) un montant egal a la
              moyenne, par action subalterne categorie "A", des montants verses
              au compte de capital-actions emis et payes tenus pour les actions
              subalternes categorie "A", ainsi que, en fonction du nombre
              d'actions subalternes categorie "A" qu'ils detiennent
              respectivement, (ii) tous les dividendes declares sur les actions
              subalternes categorie "A" et demeures impayes au moment de la
              distribution.

              De plus, les detenteurs d'actions subalternes categorie "A" et les
              detenteurs d'actions categorie "B" auront droit de se partager
              egalement, action pour action, le reliquat des biens de la
              compagnie, sans preference ni distinction, en proportion du nombre
              d'actions qu'ils detiennent respectivement.

       2.4    PRIVILEGE D'ECHANGE -

              2.4.1  A moins que le contexte n'indique un sens different, aux
                     fins des dispositions de l'article 2.4,

                     (a) "agent de transfert" signifie l'agent de transfert pour
                     les actions subalternes categorie "A" alors en fonction;



                                      - 5 -

                     (b) "controle" d'une personne morale signifie le controle
                     de fait, directement par le biais de la detention d'actions
                     ou d'autres titres ou indirectement par l'entremise ou en
                     raison d'une fiducie, d'un contrat, ou de la detention de
                     titres de toute autre personne morale, ou autrement;

                     (c) "date de l'offre" relativement a toute offre, signifie
                     la date a laquelle une offre est faite;

                     (d) "Jean Coutu" signifie monsieur Jean Coutu qui est, en
                     date des presentes, President du conseil d'administration
                     et president et chef de la direction de la compagnie;

                     (e) "Famille Coutu" signifie Jean Coutu et ses descendants,
                     nes ou a naitre, ou l'un d'entre eux, de meme que toute
                     personne morale controlee par l'un ou plusieurs d'entre
                     eux;

                     (f) "liens" signifie les relations entre une personne et
                     (i) la personne morale dont elle possede des valeurs
                     mobilieres ou titres lui assurant plus de 10% des droits de
                     vote afferents a tous les titres emis, (ii) son associe,
                     (iii) la fiducie ou la succession dans laquelle elle a un
                     droit appreciable de la nature de ceux du proprietaire ou a
                     l'egard de laquelle elle remplit des fonctions de
                     fiduciaire, d'executeur testamentaire ou des fonctions
                     analogues;

                     (g) "offrant" signifie toute personne qui fait une offre;

                     (h) "offre" signifie une offre publique d'achat, une offre
                     publique d'echange ou une offre publique de rachat (au sens
                     de la Loi sur les valeurs mobilieres (Quebec), telle
                     qu'elle est actuellement en vigueur ou telle qu'elle sera
                     amendee ou adoptee a nouveau par la suite) en vue d'acheter
                     des actions categorie "B"; toutefois, une offre ne comprend
                     pas une offre exempte.



                                      - 6 -

                     (i) "offre exempte" signifie :

                         (A) une offre faite a tous les porteurs d'actions
                         categorie "B" et qui est faite en meme temps, au meme
                         prix et aux memes conditions a tous les porteurs
                         d'actions subalternes categorie "A" dont la derniere,
                         adresse au registre de la compagnie est au Canada,

                         (B) une offre ayant pour objet tout ou partie des
                         actions categorie "B" emises et en circulation a la
                         date de l'offre, dans la mesure ou le prix offert pour
                         chaque action categorie "B" n'excede pas 115% du cours
                         de reference des actions subalternes categorie "A", le
                         "cours de reference" etant celui defini a l'article 187
                         du Reglement adopte en vertu de la Loi sur les valeurs
                         mobilieres (Quebec) en vigueur en date des presentes,
                         ou

                         (C) une offre faite par un ou plusieurs membres de la
                         Famille Coutu, a un ou plusieurs membres de la Famille
                         Coutu;

                     (j) "personne" signifie une personne physique, une
                     association, une societe civile, un gouvernement ou une
                     personne morale;

                     (k) "personne morale" signifie toute entite dotee de la
                     personnalite juridique, y compris une societe de personnes
                     ou une fiducie, quel que soit son lieu ou mode de
                     constitution; et

                     (1) "porteur majoritaire" signifie a toute date donnee un
                     ou plusieurs des porteurs d'actions categorie "B" si, a
                     cette date, ils detiennent, directement ou indirectement,
                     de quelque maniere que ce soit (y compris, sans limiter la
                     portee de ce qui precede, par le biais de personnes morales
                     ou de fiducies interposees ou autrement) d'un nombre
                     d'actions en circulation de quelque categorie que ce soit
                     de la



                                      - 7 -

                     compagnie qui leur permette d'exercer, a cette date, plus
                     de 50% des droits de vote afferents aux actions en
                     circulation de toutes les categories de la compagnie
                     comportant, a cette date, le droit de vote.

                     Tout avis, document ou certificat qui doit etre signe par
                     le porteur majoritaire pour les fins du present article 2.4
                     est adequatement signe s'il est signe par un ou plusieurs
                     porteurs detenant, a la date de signature de cet avis,
                     document ou certificat, au moins la majorite des actions
                     alors detenues par le porteur majoritaire et un avis,
                     document ou certificat ainsi signe lie tous les porteurs
                     majoritaires.

              2.4.2  Sous reserve des dispositions suivantes du present article
                     2.4, si une offre est faite, chaque action subalterne
                     categorie "A" pourra etre echangee, a compter de la date de
                     l'offre, au gre du porteur, en une action categorie "B",
                     mais pour des fins seulement de permettre a ce porteur
                     d'accepter l'offre.

                     L'exercice du privilege d'echange rattache aux actions
                     subalternes categorie "A" est assujetti a l'acceptation de
                     l'offre par le porteur majoritaire, cette acceptation
                     constituant une condition suspensive a l'echange.

              2.4.3  Le privilege d'echange des actions subalternes categorie
                     "A" prevu a l'article 2.4.2 peut etre exerce par avis ecrit
                     transmis a la compagnie, a son siege social, ou a l'agent
                     de transfert pour les actions subalternes categorie "A" et
                     ce, a tout bureau de l'agent de transfert auquel le
                     transfert d'actions subalternes categorie "A" peut etre
                     effectue et cet avis est accompagne du certificat ou des
                     certificats representant les actions subalternes categorie
                     "A" que le porteur desire echanger en actions categorie
                     "B"; cet avis est signe par le porteur ou son representant
                     et specifie le nombre d'actions subalternes categorie "A"
                     que le porteur desire echanger en



                                      - 8 -

                     actions categorie "B"; si une partie seulement des actions
                     subalternes caregorie "A" representees par un certificat
                     accompagnant l'avis doit etre echangee, le porteur a droit
                     de recevoir, aux frais de la compagnie, un nouveau
                     certificat representant les actions subalternes categorie
                     "A" representees par le certificat transmis tel que
                     prealablement mentionne et qui ne doivent pas etre
                     echangees.

              2.4.4  Le fait par un porteur d'actions subalternes categorie "A"
                     de donner l'avis d'echange prevu a l'article 2.4.3
                     constitue l'agent de transfert le mandataire de ce porteur
                     aux fins de l'offre et aux fins de poser tout geste pour
                     parfaire l'acceptation de l'offre au nom de ce porteur,
                     sous reserve de l'article 2.4.12. La signature et la
                     livraison en bonne et due forme a l'agent de transfert par
                     un porteur d'actions subalternes categorie "A" de toute
                     formule d'acceptation fournie avec l'offre, accompagnee du
                     ou des certificats representant ces actions, sont reputees
                     constituer la remise par ce porteur a l'agent de transfert
                     de l'avis d'echange.

              2.4.5  Lors de tout echange d'actions subalternes categorie "A"
                     par un porteur en vertu de l'article 2.4.2, la compagnie
                     verra a ce que l'agent de transfert emette au nom dudit
                     agent de transfert un certificat representant les actions
                     categorie "B" resultant de cet echange.

              2.4.6  Le droit du porteur d'actions subalternes categorie "A"
                     d'echanger ses actions en actions categorie "B" en vertu de
                     l'article 2.4.2 est presume avoir ete exerce, et le porteur
                     d'actions subalternes categorie "A" qui doivent etre
                     echangees est repute etre devenu un porteur d'actions
                     categorie "B" aux fins de l'offre, a la date de remise du
                     certificat ou des certificats representant les actions
                     subalternes categorie "A" qui doivent etre echangees,
                     accompagnes de



                                      - 9 -

                     l'avis ecrit mentionne a l'article 2.4.3, et ce nonobstant
                     tout delai dans l'emission du certificat ou des certificats
                     representant les actions categorie "B" en lesquelles ces
                     actions subalternes categorie "A" ont ete echangees aux
                     fins de l'offre, sous reserve des autres dispositions de
                     l'article 2.4.

              2.4.7  Apres l'emission d'un certificat d'actions categorie "B" au
                     nom de l'agent de transfert a titre de mandataire de tout
                     porteur, comme il est prevu a l'article 2.4.5, l'agent de
                     transfert pose, a sa discretion ou, le cas echeant, selon
                     les directives ecrites de ce porteur, les gestes
                     necessaires aux fins de parfaire l'acceptation de l'offre
                     au nom de ce porteur, y compris le depot dudit certificat
                     et de tout autre document requis aupres du depositaire aux
                     termes de l'offre. A cet egard, l'agent de transfert peut,
                     a sa discretion, inscrire une mention sur tout tel
                     certificat ou y joindre un avis ecrit a l'effet que les
                     actions categorie "B" representees par ce certificat sont
                     assujetties a certaines restrictions et conditions, soient
                     celles enoncees aux articles 2.4.8, 2.4.9 et 2.4.10 qui
                     suivent.

              2.4.8  Nonobstant les dispositions des articles 2.4.2 a 2.4.7 qui
                     precedent, si avant la date d'expiration de toute offre,
                     l'agent de transfert recoit du porteur majoritaire a cette
                     date un avis ecrit a l'effet que ce porteur majoritaire n'a
                     pas accepte et n'acceptera pas l'offre,

                     (a) le privilege d'echange prevu a l'article 2.4.2 est
                     alors presume ne jamais avoir ete exerce;

                     (b) l'agent de transfert cesse des lors d'etre mandataire
                     des porteurs d'actions subalternes categorie "A" aux fins
                     d'accepter l'offre;

                     (c) les actions subalternes categorie "A" echangees en
                     actions categorie "B" a cette



                                     - 10 -

                     date ou avant cette date sont presumees ne jamais avoir ete
                     ainsi echangees et etre toujours demeurees des actions
                     subalternes categorie "A", y compris les actions dont
                     l'offrant aura pris livraison et qu'il aura paye aux termes
                     de l'offre; et

                     (d) l'agent de transfert fait le necessaire pour que chacun
                     des porteurs d'actions subalternes categorie "A" presumees
                     ne jamais avoir ete echangees recoive un ou plusieurs
                     certificats representant ces actions subalternes categorie
                     "A" et fait les inscriptions necessaires au registre de la
                     compagnie pour donner effet a ce qui precede.

              2.4.9  Relativement a toute offre, si l'offrant, pour quelque
                     raison que ce soit, ne prend pas livraison des actions
                     visees par l'offre et n'en paie pas le prix, ou si
                     l'offrant ne prend livraison que d'un nombre reduit des
                     actions deposees pour fins d'acceptation de l'offre et ne
                     paie que ce nombre reduit, des lors, nonobstant les
                     dispositions des articles 2.4.2 a 2.4.7,

                     (a) les actions subalternes categorie "A" echangees en
                     actions categorie "B" aux fins de l'offre et qui ne sont
                     pas ainsi prises et payees sont presumees ne jamais avoir
                     ete echangees en actions categorie "B" et etre toujours
                     demeurees des actions subalternes categorie "A", et

                     (b) l'agent de transfert fait le necessaire pour que chacun
                     des porteurs d'actions subalternes categorie "A" presumees
                     ne jamais avoir ete ainsi echangees recoive un ou plusieurs
                     certificats representant ces actions subalternes categorie
                     "A" et fait les inscriptions necessaires au registre de la
                     compagnie pour donner effet a ce qui precede.

              2.4.10 Relativement a toute offre, les actions categorie "B"
                     resultant de l'echange d'actions subalternes categorie "A"
                     aux fins d'acceptation de l'offre donnent a leurs



                                     - 11 -

                     porteurs un vote par action, nonobstant les dispositions de
                     3.1, et sont presumees etre des actions subalternes
                     categorie "A", nonobstant l'echange, quant aux droits de
                     leurs porteurs de recevoir tout dividende paye sur les
                     actions de la compagnie, et ce, jusqu'a la date a laquelle
                     l'offrant en aura pris livraison et en aura paye le prix
                     aux termes de l'offre ou, le cas echeant, au-dela de cette
                     date dans le cas d'actions subalternes categorie "A" prises
                     et payees mais au sujet desquelles s'appliquent les
                     dispositions de l'article 2.4.8.

              2.4.11 Tout paiement du prix d'actions recu d'un offrant par
                     l'agent de transfert a titre de mandataire des porteurs
                     d'actions subalternes categorie "A" est verse par l'agent
                     de transfert a chacun de ces porteurs selon le nombre
                     d'actions subalternes categorie "A" qu'il detenait
                     immediatement avant l'echange et qui sont ainsi payees.

              2.4.12 Un porteur d'actions subalternes categorie "A" a le droit
                     de donner a l'agent de transfert, agissant comme son
                     mandataire, toute instruction ecrite relativement a
                     l'exercice de tout droit de ce porteur en vertu de l'offre,
                     y compris le droit de revocation du depot de titres en
                     reponse a l'offre, le cas echeant, et le droit d'accepter
                     ou de refuser toute offre subsequente faite apres qu'une
                     premiere offre ait ete lancee.

              2.4.13 Tous les frais et depenses encourus par l'agent de
                     transfert dans l'administration des dispositions qui
                     precedent seront a la charge de la compagnie.

              2.4.14 Dans les meilleurs delais suivant la date de l'offre,
                     l'agent de transfert donne un avis ecrit aux porteurs
                     d'actions subalternes categorie "A" enoncant en substance
                     les dispositions prevues aux articles 2.4.1 a 2.4.13, cet
                     avis etant accompagne de tout autre document ou formulaire
                     que la compa-



                                     - 12 -

                     gnie ou l'agent de transfert juge, a sa discretion, etre
                     utile ou necessaire afin de permettre aux porteurs
                     d'actions subalternes categorie "A" d'exercer leurs droits
                     aux termes de ces dispositions.

       2.5    RANG DES ACTIONS SUBALTERNES CATEGORIE "A" - Les actions
              subalternes categorie "A" prennent rang (i) quant au paiement des
              dividendes, apres les actions categorie "C" et les actions de
              toute autre categorie prenant rang avant les actions subalternes
              categorie "A" et au meme rang que les actions categorie "B", (ii)
              quant au remboursement du capital et au versement de tout
              dividende declare mais demeure impaye au moment de la distribution
              en cas de liquidation ou de dissolution, apres les actions
              categorie "C" et les actions de toute autre categorie prenant rang
              avant les actions subalternes categorie "A" et au meme rang que
              les actions categorie "B" et (iii) quant au partage du reliquat
              des biens de la compagnie en cas de liquidation ou de dissolution,
              au meme rang que les actions categorie "B".

       ARTICLE 3 - ACTIONS CATEGORIE "B"

       Les droits, privileges, conditions et restrictions afferents aux actions
       categorie "B" sont les suivants.

       3.1    DROIT DE VOTE - Sous reserve des dispositions de la Loi et de ce
              qui suit, les detenteurs d'actions categorie "B" ont droit de
              recevoir les avis de convocation et d'assister et de voter a
              toutes les assemblees d'actionnaires de la compagnie, annuelles ou
              speciales. Chaque action categorie "B" confere a son detenteur le
              droit a 10 votes pouvant etre exerces en personne ou par
              procuration, sous reserve des dispositions de l'article 2.4.10.

              Dans le cas ou la Famille Coutu, (tel que definie a l'article
              2.4.1 (e)) cesse d'etre veritable proprietaire, directement ou
              indirectement, de quelque maniere que ce soit (y compris sans
              restreindre la portee de ce qui precede, par le biais de personnes
              morales, de fiducies interposees ou autrement) d'un nombre
              d'actions en circulation de



                                     - 13 -

              quelque categorie que ce soit de la compagnie qui lui permette
              d'exercer plus de 50% des droits de vote afferents aux actions en
              circulation de toutes les categories du capital-actions de la
              compagnie comportant droit de vote, toutes les actions categorie
              "B" cesseront des lors de comporter 10 votes par action et chaque
              action categorie "B" ne comportera, a compter de cette date, qu'un
              seul vote par action et ce, sans que la compagnie n'ait a poser
              quelque geste que ce soit.

       3.2    DIVIDENDES - Sous reserve des droits prioritaires des detenteurs
              d'actions categorie "C" et d'actions de toute autre categorie
              prenant rang avant les actions categorie "B" en matiere de
              dividendes, et sous reserve des droits des detenteurs d'actions
              subalternes categorie "A" decrits ci-apres, les detenteurs
              d'actions categorie "B" auront droit de recevoir et la compagnie
              pourra declarer et payer sur celles-ci, tel que et lorsque
              declares par les administrateurs, a meme les fonds de la compagnie
              disponibles a bon droit au paiement de dividendes, un dividende au
              taux qui sera alors determine par les administrateurs. Des cheques
              de la compagnie ou de son agent mandate a cette fin, tires sur une
              banque designee a l'annexe A ou l'annexe B de la Loi sur les
              banques et payables a toute succursale de cette banque au Canada,
              seront emis relativement a ces dividendes aux detenteurs d'actions
              categorie "B" y ayant droit. La mise a la poste de ces cheques
              liberera la compagnie de toute responsabilite relative a ces
              dividendes jusqu'a concurrence des sommes qui y sont representees,
              a moins que ces cheques ne soient pas payes sur presentation
              dument faite. Sous reserve de toute loi applicable a l'effet
              contraire, le montant d'un dividende represente par un cheque qui
              n'a pas ete presente pour paiement dans les six ans suivant son
              emission ou qui reste autrement non revendique pour une periode de
              six ans a compter de la date ou il a ete declare etre payable et
              mis de cote pour paiement, reviendra a la compagnie.

              Aucun dividende ne pourra etre declare et paye sur les actions
              categorie "B" a moins qu'un dividende d'un montant egal par action
              ne soit simultanement declare et paye sur les actions subalternes
              categorie "A" alors emises et en circulation.



                                     - 14 -

       3.3    PRIVILEGE D'ECHANGE - Conformement aux dispositions du present
              article 3, le detenteur de toute action categorie "B" aura le
              droit, a son choix et en tout temps, d'echanger tout ou partie des
              actions categorie "B" qu'il detient en actions subalternes
              categorie "A" entierement liberees et non sujettes a appel de
              versement, a raison d'une (1) action subalterne categorie "A" pour
              chaque action categorie "B" ainsi echangee.

              (a) L'exercice de ce privilege d'echange est assujetti a
              l'approbation, si requise au moment de l'echange, de toute bourse
              a la cote de laquelle les actions subalternes categorie "A" seront
              alors inscrites, ainsi qu'a l'approbation de toute commission des
              valeurs mobilieres ou autre organisme similaire dont il y aura
              alors lieu d'obtenir l'approbation.

              (b) L'echange d'une ou de plusieurs actions categorie "B" en
              actions subalternes categorie "A" doit etre effectue par la remise
              des certificats representant les actions categorie "B" echangees,
              par leurs detenteurs respectifs, en tout temps pendant les heures
              normales d'affaires, (i) a tout bureau de tout agent de transfert
              de la compagnie ou les actions categorie "B" peuvent etre
              transferees ou, s'il n'y a pas d'agent de transfert, (ii) au siege
              social de la compagnie, adresses au secretaire de la compagnie et,
              en toute circonstance, accompagnes d'un document ecrit de remise,
              en forme jugee satisfaisante par la compagnie, dument signe par le
              detenteur inscrit des actions categorie "B" echangees ou par son
              procureur dument autorise par ecrit (l'authenticite de cette
              signature devant etre attestee de la maniere requise par les
              administrateurs a l'occasion) document par lequel le detenteur
              d'actions categorie "B" choisira d'echanger toute ou partie
              seulement des actions categorie "B" incrites a son nom. Si un
              detenteur choisit d'echanger une partie seulement des actions
              categorie "B" inscrites a son nom, la compagnie emettra et
              delivrera ou fera en sorte que soit delivre a tel detenteur, aux
              frais de la compagnie, un nouveau certificat representant les
              actions categorie "B" qui ne font pas l'objet de l'echange.



                                     - 15 -

              (c) Des que possible apres la remise, telle que prevue aux
              presentes, de toute action categorie "B" pour fins d'echange, la
              compagnie emettra et delivrera ou fera en sorte que soit delivre
              au detenteur des actions categorie "B" ainsi remises, un ou
              plusieurs certificats emis a son nom ou a tout autre nom qui
              pourra etre indique a la compagnie par ce detenteur, et
              representant le nombre d'actions subalternes categorie "A"
              entierement liberees et non sujettes a appel de versement auquel
              ce detenteur a droit en raison de l'echange. Cet echange sera
              repute avoir ete fait a la fermeture des bureaux a la date a
              laquelle les certificats representant les actions categorie "B"
              echangees auront ete remis pour fins d'echange, ou, si a cette
              date les autorisations dont il est question a l'article 3.3 (a)
              n'ont pas ete obtenues, a la date a laquelle elles le seront,
              de sorte que les droits d'un detenteur d'actions categorie "B",
              en tant que detenteur de celles-ci, cessent a ce moment et de
              sorte que la personne ayant droit de recevoir des actions
              subalternes categorie "A" en raison de cet echange soit
              consideree, a toute fin, comme etant devenu le detenteur inscrit
              de ces actions subalternes categorie "A" a ce moment.

              (d) Le detenteur inscrit d'actions categorie "B" a une date de
              reference choisie par la compagnie afin de determiner les
              detenteurs d'actions categorie "B" ayant droit de recevoir un
              dividende declare sur ces actions categorie "B" aura droit de
              recevoir ce dividende nonobstant le fait que les actions categorie
              "B" qu'il detient soient echangees en actions subalternes
              categorie "A" suivant les modalites qui precedent apres cette date
              de reference mais avant la date de paiement de ce dividende; de
              plus le detenteur d'actions subalternes categorie "A" emises suite
              a l'echange aura droit de prendre rang egal avec les detenteurs
              inscrits de toute autre action subalterne categorie "A"
              relativement a tous les dividendes declares payables aux
              detenteurs d'actions subalternes categorie "A" inscrits comme tel
              a une date de reference donnee, si cette date de reference est
              posterieure a la date d'echange.



                                     - 16 -

              (e) Aucune subdivision ni refonte (i) des actions subalternes
              categorie "A" ou (ii) des actions categorie "B" ne peut avoir lieu
              a moins qu'en meme temps, dans le cas de {i), les actions
              categorie "B" ou, dans le cas de (ii), les actions subalternes
              categorie "A" ne soient subdivisees ou refondues d'une maniere
              identique.

              (f) L'emission des certificats representant les actions
              subalternes categorie "A" emises en raison d'un echange d'actions
              categorie "B" en actions subalternes categorie "A" sera faite sans
              frais pour les detenteurs d'actions categorie "B" effectuant cet
              echange. Cependant, la compagnie ne sera responsable ni ne paiera
              aucune taxe qui pourrait etre imposee a la personne a qui ces
              actions subalternes categorie "A" sont emises suite a l'echange.

              (g) Toutes les actions categorie "B" echangees en actions
              subalternes categorie "A" conformement aux dispositions qui
              precedent seront annulees.

              (h) Lors d'un echange, le compte de capital-actions emis et paye
              tenu pour les actions categorie "B" sera reduit et le compte de
              capital-actions emis et paye tenu pour les actions subalternes
              categorie "A" sera augmente d'un montant egal au resultat obtenu
              en divisant (i) le produit obtenu en multipliant le montant
              apparaissant au compte de capital-actions emis et paye tenu pour
              les actions categorie "B", par le nombre d'actions categorie "B"
              ainsi echangees par (ii) le nombre total d'actions categorie "B"
              emises et en circulation immediatement avant cet echange.

       3.4    LIQUIDATION; DISSOLUTION - Dans le cas de liquidation ou de
              dissolution de la compagnie, de maniere volontaire ou forcee, ou
              de toute autre distribution de l'actif de la compagnie entre ses
              actionnaires aux fins de liquider ses affaires, les detenteurs
              d'actions categorie "B" auront droit de recevoir, en fonction du
              nombre d'actions categorie "B" qu'ils detiennent respectivement,
              et apres paiement par la compagnie aux detenteurs d'actions
              categorie "C" et aux detenteurs d'actions de toute autre categorie
              prenant rang avant les actions categorie "B" relativement a la
              distribution de



                                     - 17 -

              l'actif de la compagnie en cas de liquidation ou de dissolution,
              des sommes qui leur sont dues conformement aux modalites des
              presentes, pour chaque action categorie "B" : (i) un montant egal
              a la moyenne, par action, des montants verses au compte de
              capital- actions emis et paye tenu pour les actions categorie "B",
              ainsi que, en fonction du nombre d'actions categorie "B" qu'ils
              detiennent respectivement, (ii) tous les dividendes declares sur
              les actions categorie "B" et demeures impayes au moment de la
              distribution.

              De plus, les detenteurs d'actions categorie "B" et les detenteurs
              d'actions subalternes categorie "A" auront droit de se partager
              egalement, action pour action, le reliquat des biens de la
              compagnie, en proportion du nombre d'actions qu'ils detiennent
              respectivement.

       3.5    RANG DES ACTIONS CATEGORIE "B" - Les actions categorie "B"
              prennent rang (i) quant au paiement des dividendes, apres les
              actions categorie "C" et les actions de toute autre categorie
              prenant rang avant les actions categorie "B" et au meme rang que
              les actions subalternes categorie "A" (ii) quant au remboursement
              du capital et au versement de tout dividende declare mais demeure
              impaye au moment de la distribution en cas de liquidation ou de
              dissolution, apres les actions categorie "C" et les actions de
              toute autre categorie prenant rang avant les actions categorie "B"
              et au meme rang que les actions subalternes categorie "A" et (iii)
              quant au partage du reliquat des biens de la compagnie en cas de
              liquidation ou de dissolution, au meme rang que les actions
              subalternes categorie "A".

       3.6    EMISSIONS D'ACTIONS CATEGORIE "B" -

              3.6.1  Tant qu'il y a des actions categorie "B" en circulation, la
                     compagnie ne peut, a aucun moment, sans que le consentement
                     des porteurs de ces actions ne lui soit donne au moyen
                     d'une resolution extraordinaire (tel que definie a
                     l'article 3.6.5), emettre des actions subalternes categorie
                     "A" a moins qu'au moment de l'emission et de la facon
                     determinee par les



                                     - 18 -

                     administrateurs, elle n'offre aux porteurs d'actions
                     categorie "B" le droit de souscrire, en proportion du
                     nombre d'actions categorie "B" qu'ils detiennent
                     respectivement (abstraction faite des fractions, mais sous
                     reserve de l'article 3.6.2), un nombre global d'actions
                     categorie "B", tel que, si les porteurs d'actions categorie
                     "B" decidaient de souscrire la totalite des actions
                     categorie "B" qu'ils auront alors le droit de souscrire, le
                     pourcentage de droits de vote afferents aux actions
                     categorie "B" emises et en circulation immediatement apres
                     cette souscription par rapport a l'ensemble des droits de
                     vote afferents a toutes les actions emises et en
                     circulation immediatement apres l'emission des actions
                     subalternes categorie "A" soit le meme immediatement apres
                     l'emission des actions subalternes categorie "A"
                     qu'immediatement avant cette emission, moyennant une
                     contrepartie, pour chaque action categorie "B", egale au
                     montant que la compagnie versera au compte de
                     capital-actions emis et paye tenu pour les actions
                     subalternes categorie "A" pour chacune des actions
                     subalternes categorie "A" qu'elle emet alors.

              3.6.2  Le droit de souscrire a des actions categorie "B" suivant
                     l'article 3.6.1 n'est cessible qu'entre les porteurs
                     d'actions categorie "B" au moment ou l'offre est faite en
                     vertu de l'article 3.6.1.

              3.6.3  En cas d'emission d'actions subalternes categorie "A" suite
                     a l'exercice d'options ou de droits de souscription
                     accordes par la compagnie, cette derniere doit offrir le
                     droit de souscription a des actions categorie "B" vise a
                     l'article 3.6.1 a l'expiration de la periode prevue par
                     l'exercice de ces options ou droits de souscription et la
                     contrepartie exigible pour l'emission de chaque action
                     categorie "B" est alors egale au montant que la compagnie
                     versera au compte de capital-actions emis et paye tenu pour
                     les actions subalternes categorie "A"



                                     - 19 -

                     pour chacune des actions subalternes categorie "A" emise
                     suite a l'exercice de ces options ou de ces droits de
                     souscription.

              3.6.4  Le droit de souscrire a des actions categorie "B" suivant
                     l'article 3.6 ne s'applique toutefois pas dans le cas
                     d'emission d'actions subalternes categorie "A" :

                     (a) en tant que dividendes-actions;

                     (b) seulement aux employes de la compagnie; ou

                     (c) suite a l'echange d'actions categorie "B" en actions
                     subalternes categorie "A" suivant l'article 3.3.

              3.6.5  Aux fins de l'article 3.6.1, l'expression "resolution
                     extraordinaire" signifie une resolution adoptee par au
                     moins les deux tiers (2/3) des votes exprimes a une
                     assemblee des porteurs d'actions categorie "B" dument tenue
                     a cette fin. Les formalites a observer relativement a la
                     transmission de l'avis d'une assemblee des porteurs
                     d'actions categorie "B", a sa conduite, ainsi qu'a son
                     quorum seront celles prescrites par les reglements de la
                     compagnie pour les assemblees de ces detenteurs.

       ARTICLE 4 - ACTIONS CATEGORIE "C"

       Les droits, privileges, conditions et restrictions afferents aux actions
       categorie "C", en tant que categorie, sont les suivants.

       4.1    EMISSION EN SERIES - (a) Sous reserve des dispositions de la Loi,
              les actions categorie "C" peuvent, en tout temps, etre emises en
              une ou plusieurs series. Les administrateurs pourront, lorsqu'ils
              le jugeront opportun, mais avant leur emission, determiner le
              nombre et la designation des actions de chaque serie d'actions
              categorie "C", ainsi que les droits, privileges, conditions



                                     - 20 -

              et restrictions afferents aux actions de chaque serie d'actions de
              categorie "C", y compris, sans restreindre la portee de ce qui
              precede (i) le taux et le montant des dividendes, les date et lieu
              pour le paiement de ces dividendes, ainsi que la date a compter de
              laquelle ces dividendes commencent a courir, (ii) le taux ou le
              montant de la prime qui pourra etre versee a leurs detenteurs
              respectifs en cas d'achat ou de rachat, ainsi que la date a
              compter de laquelle les actions d'une serie pourront faire l'objet
              d'un rachat, de meme que le mode d'achat ou de rachat, (iii) les
              modalites d'un programme d'options d'achat d'actions relatif a une
              ou plusieurs series, (iv) les modalites relatives a un fonds
              d'amortissement constitue pour le benefice des detenteurs
              d'actions d'une ou de plusieurs series, (v) la designation des
              actions d'une serie donnee et (vi) les privileges d'echange
              d'actions d'une serie donnee en actions de toute autre serie ou
              d'une autre categorie d'actions du capital-actions de la
              compagnie.

              (b) Les droits, privileges, conditions et restrictions rattaches a
              chaque serie d'actions categorie "C" seront determines, pour
              chaque serie, par resolution des administrateurs qui auront la
              faculte de creer de telles series avant l'emission de toute action
              categorie "C" d'une telle serie ainsi creee. L'emission d'actions
              d'une serie donnee d'actions categorie "C" ne pourra avoir lieu
              qu'apres l'adoption d'une telle resolution et qu'apres l'obtention
              d'un certificat de modification attestant la modification ayant
              pour objet la creation d'une telle serie. Une telle resolution des
              administrateurs ne requiert pas de ratification par les
              actionnaires.

              (c) Nonobstant toute autre disposition des presentes, chaque
              action de toute serie d'actions categorie "C" devra comporter les
              memes droits en matiere de vote ou les memes conditions et
              restrictions relatives au droit de vote.

              (d) Nonobstant toute autre disposition des presentes, lorsque des
              montants payables au titre de dividendes, remboursement de capital
              ou prime sur



                                     - 21 -

              remboursement de capital, ne sont pas acquittes en entier, les
              actions de toute serie d'actions categorie "C" participent aux
              montants payables proportionnellement aux sommes qui seraient
              payables en cas de paiement integral.

       4.2    DROIT DE VOTE - Sous reserve des dispositions de la Loi, les
              detenteurs d'actions categorie "C", en tant que categorie, n'ont,
              a ce titre, pas droit de recevoir les avis de convocation, ni
              d'assister ou de voter a toutes les assemblees d'actionnaires de
              la compagnie, annuelles ou speciales.

       4.3    RANG DES ACTIONS CATEGORIE "C" EN MATIERE DE DIVIDENDES - Les
              actions categorie "C", en tant que categorie, prennent rang quant
              au paiement de dividendes, avant les actions subalternes
              categorie "A", avant les actions categorie "B" et avant les
              actions de toute autre categorie prenant rang apres les actions
              categorie "C" en matiere de dividendes et chaque serie prend rang
              egal a toute autre serie quant aux dividendes.

       4.4    RANG DES ACTIONS CATEGORIE "C" EN CAS DE LIQUIDATION OU DE
              DISSOLUTION - Les actions categorie "C", en tant que categorie,
              prennent rang quant au remboursement du capital et quant au
              versement de tout dividende declare mais demeure impaye au moment
              de la distribution en cas de liquidation ou de dissolution, avant
              les actions subalternes categorie "A", avant les actions categorie
              "B" et avant les actions de toute autre categorie prenant rang
              apres les actions categorie "C". Les actions de chaque serie
              prennent rang de facon concurrente avec les actions de toute autre
              serie d'actions categorie "C".

       4.5    LIQUIDATION; DISSOLUTION - Dans le cas de liquidation ou de
              dissolution de la compagnie, de maniere volontaire ou forcee, ou
              de toute autre distribution de l'actif de la compagnie entre ses
              actionnaires aux fins de liquider ses affaires, les detenteurs
              d'actions categorie "C", en tant que categorie, auront droit de
              recevoir, avant toute distribution de l'actif de la compagnie
              entre les detenteurs d'actions subalternes categorie "A",
              d'actions categorie "B" et d'actions de toute autre categorie
              prenant rang apres les actions



                                     - 22 -

              categorie "C" relativement a la distribution de l'actif de la
              compagnie en cas de liquidation ou de dissolution, des sommes qui
              leur sont dues en vertu des presentes, une somme egale au prix
              auquel ces actions ont ete emises ou, si ces actions comportent un
              privilege de rachat, une somme egale au prix de rachat en vigueur
              lors de la distribution et (i) dans le cas d'actions categorie "C"
              a dividendes cumulatifs, tous les dividendes cumulatifs accumules
              et impayes (qu'ils aient ete declares ou non) jusqu'a la date de
              distribution ou (ii) dans le cas d'actions categorie "C" a
              dividendes non cumulatifs, tous les dividendes non cumulatifs
              declares mais demeures impayes a la date de distribution.

              Les actions categorie "C" ne confereront a leurs detenteurs aucun
              autre droit de participer davantage aux profits ou a l'actif de la
              compagnie.

       4.6    CREATION OU EMISSION DE SERIES ADDITIONNELLES - Suite a la
              creation et a l'emission d'une premiere serie d'actions categorie
              "C", les administrateurs de la compagnie ne pourront creer ou
              emettre une serie additionnelle d'actions categorie "C" a moins
              qu'a la date de cette creation ou de cette emission, selon le cas,
              (i) tous les dividendes cumulatifs, jusqu'a la derniere periode
              complete inclusivement pour laquelle de tels dividendes cumulatifs
              sont payables, n'aient ete declares et payes ou mis de cote pour
              paiement relativement a chaque serie d'actions categorie "C" a
              dividendes cumulatifs alors emises et en circulation et (ii) que
              tout dividende non cumulatif, declare mais demeure impaye, n'ait
              ete paye ou mis de cote pour paiement relativement a chaque serie
              d'actions categorie "C" a dividendes non cumulatifs alors emises
              et en circulation.

       4.7    AUTRES MODALITES - Les administrateurs pourront, lors de la
              creation d'une serie d'actions categorie "C", conferer a ladite
              serie tout autre droit, privilege, condition et restriction qu'ils
              jugeront approprie, non contraire aux droits, privileges,
              conditions et restrictions afferents a l'ensemble des actions
              categorie "C", en tant que categorie.



                                     - 23 -

       ARTICLE 5 - AMENDEMENT DES STATUTS

       5.1    MODIFICATION - Les detenteurs d'actions d'une categorie ou, sous
              reserve de l'article 5.5, d'une serie, sont fondes a voter
              separement sur les propositions de modification des statuts de la
              compagnie ayant pour objet :

              (a)    de changer le nombre maximal autorise d'actions de cette
              categorie ou d'augmenter le nombre maximal autorise d'actions
              d'une autre categorie conferant des droits ou des privileges egaux
              ou superieurs;

              (b)    de faire echanger, de reclasser ou d'annuler, de maniere
              prejudiciable, tout ou partie des actions de cette categorie;

              (c)    d'etendre, de modifier ou de supprimer les droits,
              privileges, restrictions ou conditions dont sont assorties les
              actions de cette categorie, notamment,

              (i)      en supprimant ou modifiant, de maniere prejudiciable, le
                       droit aux dividendes accumules ou cumulatifs,

              (ii)     en etendant, supprimant ou modifiant, de maniere
                       prejudiciable, les droits de rachat,

              (iii)    en reduisant ou supprimant une preference en matiere de
                       dividende ou de liquidation, ou

              (iv)     en etendant, supprimant ou modifiant, de maniere
                       prejudiciable, les privileges de conversion, options,
                       droits de vote, de transfert, de preemption ou
                       d'acquisition de valeurs mobilieres ou des dispositions
                       en matiere de fonds d'amortissement;

              (d)    d'accroitre les droits ou privileges des actions d'une
              autre categorie, conferant des droits ou des privileges egaux ou
              superieurs a ceux de cette categorie;



                                     - 24 -

              (e)    de creer une nouvelle categorie d'actions egales ou
              superieures a celles de cette categorie;

              (f)    de rendre egales ou superieures aux actions de cette
              categorie, les actions d'une categorie conferant des droits ou des
              privileges inferieurs;

              (g)    de faire echanger, de maniere prejudiciable, tout ou partie
              des actions d'une autre categorie contre celles de cette categorie
              ou de creer un droit a cette fin; ou

              (h)    soit d'apporter des restrictions a l'emission, au transfert
              ou a l'appartenance des actions de categorie, soit de modifier ou
              de supprimer ces restrictions.

       5.2    DROIT DE VOTE - L'article 5.1 s'applique meme si les actions d'une
              categorie ne conferent aucun droit de vote suivant les
              dispositions des statuts de la compagnie tels que modifies. Lors
              d'une assemblee des detenteurs d'une categorie tenue suivant
              l'article 5, les detenteurs d'actions d'une categorie habiles a
              voter suivant l'article 5 disposeront d'un vote par action.

       5.3    RESOLUTIONS DISTINCTES - L'adoption de toute modification des
              statuts visee a l'article 5.1 est subordonnee a son approbation
              par voie de resolution votee separement par les actionnaires de
              chaque categorie habiles a voter suivant l'article 5.1. Toute
              approbation des detenteurs de toute categorie d'actions requise en
              vertu des dispositions de l'article 5 sera reputee avoir ete
              dument donnee, si elle est contenue dans une resolution adoptee
              par au moins les trois quarts (3/4) des voix exprimees a une
              assemblee speciale des detenteurs d'actions d'une telle categorie,
              convoquee a cette fin par preavis d'au moins quatorze (14) jours
              et a laquelle assemblee les detenteurs d'au moins cinq pour cent
              (5%) des actions en circulation d'une telle categorie sont
              presents en personne ou representes par procuration, constituant
              alors le quorum. Si les detenteurs d'au moins cinq pour cent (5%)
              des actions en circulation d'une telle categorie ne sont pas
              presents ou representes par



                                     - 25 -

              procuration trente (30) minutes apres l'heure fixee pour
              l'assemblee, l'assemblee sera ajournee a une date ulterieure d'au
              moins cinq jours et un preavis d'au moins deux jours d'une telle
              assemblee ajournee devra etre donne. A une telle assemblee
              ajournee, les detenteurs des actions de telle categorie presents
              en personne ou representes par procuration, pourront y transiger
              les affaires pour lesquelles l'assemblee etait initialement
              convoquee et une resolution adoptee a cette assemblee par au moins
              les trois quarts (3/4) des voix exprimees constituera
              l'approbation des detenteurs d'une telle categorie d'actions
              mentionnee ci-haut aux fins de l'article 5, que le quorum dont il
              est question plus haut soit present ou non lors de cette assemblee
              ajournee. Toute approbation donnee conformement aux dispositions
              de cet article 5.3 liera tous les detenteurs d'une telle categorie
              d'actions.

       5.4    EFFET DE L'APPROBATION - La procedure prevue aux articles 5.1, 5.2
              et 5.3 tient lieu de compromis ou arrangement et permet le depot
              de statuts de modification sans qu'il soit necessaire de recourir
              a toute autre formalite prevue a la Loi et relative au compromis
              ou a l'arrangement.

       5.5    VOTE PAR SERIE - Les detenteurs d'actions d'une serie ne sont
              fondes a voter separement, tel que prevu au present article 5, que
              sur les propositions de modification decrites ci-dessus et visant
              la serie en particulier et non l'ensemble de la categorie.

       ARTICLE 6 - CONVERSION DES ACTIONS ORDINAIRES

       Toutes les actions ordinaires du capital-actions de la compagnie, emises
       et en circulation immediatement avant les presents statuts de
       modification, soit 1 000 000 d'actions sont, par les presentes,
       converties en 20 000 000 d'actions categorie "B" du capital-actions de la
       compagnie, a raison de 20 actions categorie "B" pour chaque action
       ordinaire, lesdites actions categorie "B" comportant les droits et
       privileges et etant assujetties aux conditions et restrictions decrites
       aux articles qui precedent.



                                     - 26 -

       ARTICLE 7 - ANNULATION D'ACTIONS

       Toutes les actions ordinaires du capital-actions de la compagnie, non
       emises immediatement avant les presents statuts de modification, sont
       annulees."

III.   L'article 6 des statuts de continuation de la compagnie, intitule
       "Restrictions sur le transfert des actions, le cas echeant", de meme que
       l'Annexe II faisant partie integrante des statuts de continuation de la
       compagnie, sont remplaces par ce qui suit :

       "Il n'existe aucune restriction sur le transfert des actions du
       capital-actions de la compagnie".

IV.    L'article 8 des statuts de continuation de la compagnie, intitule "Autres
       dispositions", de meme que l'Annexe III faisant partie integrante des
       statuts de continuation de la compagnie, sont modifies par l'abrogation
       des paragraphes 1 et 2 de l'Annexe III, l'Annexe III n'etant constituee
       dorenavant que du paragraphe 3.



[LOGO]
Gouvernement du Quebec
L'INSPECTEUR GENERAL
DES INSTITUTIONS FINANCIERES                Formulaire 2
                                            AVIS RELATIF A L'ADRESSE OU AU
                                            CHANGEMENT D'ADRESSE DU SIEGE SOCIAL
                                            Loi sur les compagnies
                                            Partie IA

1  Denomination sociale ou numero matricule

   SERVICES FARMICO INC.

2  Avis est donne par les presentes que l'adresse du siege social de la
   compagnie, dans les limites du district judiciaire indique dans les statuts,
   est la suivante:

                530,                              rue Beriault
   -----------------------------------------------------------------------
          Numero civique                               Nom de la rue

              Longueuil
   -----------------------------------------------------------------------
              Localite

              Quebec                              J4G 1F8
   -----------------------------------------------------------------------
          Province ou pays                              Code postal

La compagnie

                                    Fonction du
par :   /s/ Jean Coutu              signataire    President et Administrateur
     ------------------------------            ---------------------------------
              (signature)
       Jean Coutu

Reserve a l'administration                                             1331-7425

[LOGO]
GOUVERNEMENT
DU QUEBEC
DEPOSE LE
1986-01-27
L'INSPECTEUR GENERAL DES
INSTITUTIONS FINANCIERES



[LOGO]
Gouvernement du Quebec
L'INSPECTEUR GENERAL
DES INSTITUTIONS FINANCIERES                        Formulaire 4
                                                    AVIS RELATIF A LA COMPOSTION
                                                    DU CONSEIL D'ADMINISTRATION
                                                    Loi sur les compagnies
                                                    Partie 1A

1  Denomination sociale ou numero matricule

   SERVICES FARMICO INC.

2  Les administrateurs de la compagnie sont:



                            Adresse residentielle complete
          Nom et prenom        (incluant le code postal)         Profession
                                                           


   Voir Annexe "A" faisant partie integrante du present formulaire 4.

Si I'espace est insuffisant, joindre une annexe en deux (2) exemplaires.

La compagnie

                                       Fonction du
par :  /s/ Jean Coutu                  Signataire   President et Administrateur
     ----------------------------------            ----------------------------
              (signature)
      Jean Coutu

Reserve a l'administration                                             1331-7425

[LOGO]
GOUVERNEMENT
DU QUEBEC
DEPOSE LE
1986-01-27
L'INSPECTEUR GENERAL DES
INSTITUTIONS FINANCIERES



                                   ANNEXE "A"



NOM ET PRENOM           ADRESSE RESIDENTIELLE             PROFESSION
- -------------           ---------------------             ----------
                                                    
COUTU, Jean             6000, chemin Deacon               Pharmacien
                        Appartement PH-M-11
                        MONTREAL (Quebec
                        H3S 2T9

COUTU, Louis            1540, avenue Bernard              Homme
                        OUTREMONT (Quebec)                d'affaires
                        H2V 1W8

COUTU, Michel           252, rue Regent                   Avocat
                        ST-LAMBERT (Quebec)
                        J4R 2A8

COUTU, Francois-Jean    490, boul. Graham                 Pharmacien
                        VILLE MONT-ROYAL (Quebec)
                        H3P 2C9

BECHARD, Yvon           247, rue de Soligny               Homme
                        BOUCHERVILLE (Quebec)             d'affaires
                        J4B 5Z7

HARRINGTON, Conrad      29, Upper Trafalgar Place         Homme
                        MONTREAL (Quebec)                 d'affaires
                        H3H 1T2

DAGENAIS, Camille       3495, avenue du Musee             Homme
                        Appartement # 401                 d'affaires
                        MONTREAL (Quebec)
                        H2X 2H6

PICARD, Laurent         560, avenue Wilderton             Homme
                        MONTREAL (Quebec)                 d'affaires
                        H3T 1R9

MASSE, Jacques          2135, rue Guerin                  Homme
                        DUVERNAY, LAVAL (Quebec)          d'affaires
                        H7E 1R7

MARTINEAU, Yvon         210, avenue Maplewood             Avocat
                        OUTREMONT (Quebec)
                        H2V 2M8




[LOGO]
Gouvernement du Quebec
L'INSPECTEUR GENERAL                                 CERTIFICAT D'ENREGISTREMENT
DES INSTITUTIONS FINANCIERES                         Loi sur  les compagnies
                                                     (L.R.Q., chap. C-38)

                                                     Partie IA

                         J'atteste par les presentes que la copie qui accompagne
                         le present certificat est une copie authentique de
                         l'original d'un document concernant

                         SERVICES FARMICO INC.


                         et que cette copie a ete enregistree le 1986 01 28 au
                         libro S-787 , folio 121

                                                      /s/ Jean Marie Boudard
                                                      Inspecteur general des
                                                      institutions financieres

                         Dossier: 1331-7425

[SEAL]
[LOGO]
Gouvernement
du Quebec
L'INSPECTEUR
GENERAL DES
INSTITUTIONS
FINANCIERES



[LOGO]
Gouvernement du Quebec                                CERTIFICAT DE CONTINUATION
L'INSPECTEUR GENERAL                                  Loi sur les compagnies
DES INSTITUTIONS FINANCIERES                          (L.R.Q., chap. C-38)

                                                      Partie IA

                         J'atteste par les presentes que la compagnie

                         SERVICES FARMICO INC.


                         a continue son existence, sous l'autorite de la partie
                         IA de la Loi sur les compagnies, tel qu'indique dans
                         les statuts de continuation ci-joints.

                         Le 1986 01 27

                                                      /s/ Jean Marie Boudard
                                                      Inspecteur general des
                                                      institutions financieres

[SEAL]
[LOGO]
Gouvernement
du Quebec
L'INSPECTEUR
GENERAL DES
INSTITUTIONS
FINANCIERES



[LOGO]
Gouvernement du Quebec
L'INSPECTEUR GENERAL
DES INSTITUTIONS FINANCIERES

                                                      Formulaire 7
                                                      STATUTS DE CONTINUATION
                                                      Loi sur les compagnies
                                                      Partie 1A

1  Denomination sociale ou numero matricule

   SERVICES FARMICO INC.

2  District judiciaire du   3 Nombre precis ou nombres 4 Date d'entree en
   Quebec ou la compagnie     minimal et maximal des     vigueur si posterieure
   etablit son siege social   administrateurs            a celle du depot

   Longueuil                 un [1] a quinze [15]

5  Description du capital-actions

   Voir Annexe I faisant partie integrante du present formulaire 7.

6  Restrictions sur le transfert des actions, le cas echeant

   Voir Annexe II faisant partie integrante du present formulaire 7.

7  Limites imposees a son activite, le cas echeant

   Aucune.

8  Autres dispositions

   Voir Annexe III faisant partie integrante du present formulaire 7.

9  Denomination sociale (ou numero matricule) anterieure a la continuation, si
   differente de celle mentionnee a la case 1.


Signature de                              Fonction du
L'administrateur autorise /s/ Jean Coutu  signataire President et Administrateur
                          ----------------           ---------------------------
                             Jean Coutu

Reserve a L'administration                                             1331-7425

[SEAL]
[LOGO]
GOUVERNEMENT
DU QUEBEC
DEPOSE LE
1986-01-27
L'INSPECTEUR GENERAL DES
INSTITUTIONS FINANCIERES



                                    ANNEXE I

5  -   DESCRIPTION DU CAPITAL-ACTIONS

     [Annexe I des statuts de continuation - Formulaire 7 (Partie 1A de la Loi
     sur les compagnies) de SERVICES FARMICO INC.]

Un nombre illimite d'actions ordinaires sans valeur nominale dont un million
[1 000 000] d'actions ordinaires du capital-actions de la compagnie sont emises
et en circulation.

ACTIONS ORDINAIRES

Les actions ordinaires auront les droits et privileges et seront assujetties aux
conditions, restrictions et limitations suivantes:

 1.  Les detenteurs d'actions ordinaires auront droit de recevoir des avis de
     convocation, d'assister et de voter a toutes les assemblees d'actionnaires
     de la compagnie et chaque action ordinaire conferera a son detenteur le
     droit a un (1) vote qui pourra etre exerce en personne ou par procuration a
     toutes les assemblees d'actionnaires de la compagnie.

 2.  Les detenteurs d'actions ordinaires auront droit de recevoir chaque annee,
     a la discretion des administrateurs, des dividendes, lesquels dividendes
     pourront au choix des administrateurs etre payes en argent ou en biens ou
     par l'emission d'actions entierement liberees de la compagnie.

 3.  Au cas de dissolution ou de liquidation de la compagnie ou autre
     distribution de ses biens, volontaire ou forcee, les detenteurs d'actions
     ordinaires auront droit de se partager le reliquat des biens de la
     compagnie, en proportion du pourcentage respectif d'actions que ceux-ci
     detiennent.



                                    ANNEXE II

6  -   RESTRICTIONS SUR LE TRANSFERT DES ACTIONS

     [Annexe II des statuts de continuation - Formulaire 7 (Partie lA de la Loi
     sur les compagnies) de SERVICES FARMICO INC.]

     Les actions de la compagnie ne pourront etre transferees ni cedees sans le
     consentement de la majorite des administrateurs, exprime et atteste par
     voie de resolution du conseil d'administration inscrite au registre des
     proces-verbaux de la compagnie.



                                   ANNEXE III

8  -   AUTRES DISPOSITIONS

     [Annexe III des statuts de continuation - Formulaire 7 (Partie 1A de la Loi
     sur les compagnies) de SERVICES FARMICO INC.]

1.   Le nombre des actionnaires de la compagnie est limite a cinquante (50),
     deduction faite de ceux qui sont ou ont ete salaries de la compagnie ou
     d'une filiale de la compagnie, deux (2) personnes ou plusieurs personnes
     detenant conjointement une ou plusieurs actions etant comptees comme un
     seul actionnaire.

2.   L'appel public a l'epargne, notamment pour la souscription ou le placement
     d'une valeur mobiliere ou d'un titre emis par la compagnie, est interdit.

3.   Les administrateurs de la compagnie pourront, lorsqu'ils le jugeront
     opportun:

     (a)  contracter des emprunts de deniers sur le credit de la compagnie;

     (b)  emettre des obligations ou autres valeurs mobilieres de la compagnie
          et les donner en garantie ou les vendre pour les prix et sommes juges
          convenables;

     (c)  nonobstant les dispositions du Code civil, hypothequer, nantir ou
          mettre en gage les biens mobiliers ou immobiliers, presents ou futurs,
          de la compagnie, pour assurer le paiement de telles obligations ou
          autres valeurs, ou donner une partie seulement de ces garanties pour
          les memes fins; et constituer l'hypotheque, le nantissement ou le gage
          cidessus mentionnes par acte de fideicommis, conformement aux
          dispositions de la Loi sur les pouvoirs speciaux des corporations
          (L.R.Q. 1977, chapitre P-16) ou de toute autre maniere permise par les
          lois du Canada ou de l'une de ses provinces; et



                                      - 2 -

     (d)  hypothequer ou nantir les immeubles, ou donner en gage ou autrement
          grever d'une charge les biens meubles de la compagnie, ou donner ces
          garanties pour assurer le paiement des emprunts contractes autrement
          que par emission d'obligations ainsi que le paiement ou l'execution
          des autres dettes, contrats et engagements de la compagnie.

     Les administrateurs peuvent, par resolution ou par reglement, deleguer
     l'exercice des pouvoirs enumeres cidessus a tout officier ou administrateur
     de la compagnie dans la mesure et de la maniere que peut prevoir cette
     resolution ou ce reglement.

EX-3.2

                                                                     Exhibit 3.2

                                  QUEBEC [logo]


                            CERTIFICATE OF AMENDMENT


                             COMPANIES ACT, PART IA
                                (S.R.Q., c. C-38)


               I hereby certify that the company


               LE GROUPE JEAN COUTU (PJC) INC.


               has amended its articles on SEPTEMBER 10, 2002, under Part IA of
               the Companies Act, as indicated in the articles of amendment
               attached herewith.


               REGISTERED ON SEPTEMBER 10, 2002
               UNDER ENTERPRISE NUMBER 1143240183


[seal]
INSPECTOR GENERAL OF                            [signed] R. S. Turcotte
FINANCIAL INSTITUTIONS               Inspector General of Financial Institutions
QUEBEC [logo]
E030J13G81L01SA



[logo]  Government of Quebec
        INSPECTOR GENERAL
        OF FINANCIAL INSTITUTIONS

                                                  Form 5
                                                  ARTICLES OF AMENDMENT
                                                  Companies Act, S.R.Q., c. C-38
                                                  Part 1A

1  Name

LE GROUPE JEAN COUTU (PJC) INC. / THE JEAN COUTU GROUP (PJC) INC.

2  / / Amendment of articles under sections 123.140 and following of the
   Companies Act

3  The articles of the company are amended as follows:


The articles of the Company are amended by the provisions of Schedule "A"
attached herewith, said Schedule forming an integral part of this Form 5.


4  Effective date, if later than that on    5  Name (or enterprise number) prior
   which the documents are filed (see          to the amendment, if different
   instructions)                               than the one mentioned in
                                               section 1

          See Schedule "A"                         N/A

If the space provided is insufficient, include an appendix in two (2) copies.


Signature of
authorised director                      [signed] Yvon Bechard
                        --------------------------------------------------------

________________________________________________________________________________
For official use only                                       C-215 (Rev. 2001-03)


Government of Quebec
Filed on
Sep. 10 2002
Inspector General of Financial Institutions



                                  SCHEDULE "A"

Form 5, Part 1A of the Companies Act (S.R.Q. 1977 c. C-38) - Articles of
amendment


Schedule "A" of the articles of amendment of Le Groupe Jean Coutu (PJC) Inc. -
The Jean Coutu Group (PJC) Inc. (the "Company") amending the articles of
continuance dated January 27, 1986 of the Company as amended by articles of
amendment dated August 8, 1986, October 9, 1986, February 14, 1992 and September
18, 2000. This Schedule "A" forms an integral part of the articles of amendment
of the Company.

2.      Article 5 of the articles of continuance of the Company, as amended by
        articles of amendment dated August 8, 1986, October 9, 1986, February
        14, 1992 and September 18, 2000, is amended as follows:

        "The share capital of the Company, comprised of (i) an unlimited number
        of Class "A" subordinate shares, without par value, (ii) un unlimited
        number of Class "B" shares, without par value, and (iii) an unlimited
        number of Class "C" shares, without par value, that may be issued in one
        or more series is, as of 5:01 P.M. on September 25, 2002, amended by:

        (a)     the subdivision of each issued and outstanding Class "A"
                subordinate share without par value of the Company into two (2)
                Class "A" subordinate shares without par value, with the result
                that each shareholder of record as at September 25, 2002 at the
                close of business will receive one Class "A" subordinate share
                for each Class "A" subordinate share held; and

        (b)     the subdivision of each issued and outstanding Class "B" share
                without par value of the Company into two (2) Class "B" shares
                without par value, with the result that each shareholder of
                record as at September 25, 2002 at the close of business will
                receive one Class "B" share for each Class "B" share held."




                                  QUEBEC [logo]


                            CERTIFICATE OF AMENDMENT


                             COMPANIES ACT, PART IA
                                (S.R.Q., c. C-38)


               I hereby certify that the company


               LE GROUPE JEAN COUTU (PJC) INC.


               has amended its articles on SEPTEMBER 18, 2000, under Part IA of
               the Companies Act, as indicated in the articles of amendment
               attached herewith.


               REGISTERED ON SEPTEMBER 18, 2000
               UNDER ENTERPRISE NUMBER 1143240183


[seal +logo]
Government of Quebec                            [signed] R. S. Turcotte
INSPECTOR GENERAL OF                 Inspector General of Financial Institutions
FINANCIAL INSTITUTIONS
E830J13G81L01SA



[logo]  Government of Quebec
        INSPECTOR GENERAL
        OF FINANCIAL INSTITUTIONS

                                                  Form 5
                                                  ARTICLES OF AMENDMENT
                                                  Companies Act, S.R.Q., c. C-38
                                                  Part 1A

1  Name

LE GROUPE JEAN COUTU (PJC) INC. / THE JEAN COUTU GROUP (PJC) INC.

2  / / Amendment of articles under sections 123.140 and following of the
   Companies Act

3  The articles of the company are amended as follows:


The articles of the Company are amended by the provisions of Schedule "A"
attached herewith, said Schedule forming an integral part of this Form 5.


4  Effective date, if later than that       5  Name (or enterprise number) prior
   on which the documents are filed (see       to the amendment, if different
   instructions)                               than the one mentioned in
                                               section 1
           See Schedule "A"


If the space provided is insufficient, include an appendix in two (2) copies.

Signature of
authorised director                     [signed] Yvon Bechard
                       ---------------------------------------------------------

________________________________________________________________________________
For official use only                                         C-215 (Rev. 07-99)


Government of Quebec
Filed on
Sep. 18 2000
Inspector General of Financial Institutions



                                  SCHEDULE "A"

Form 5, Part IA of the Companies Act (S.R.Q. 1977 c. C-38) - Articles of
Amendment


Schedule "A" of the articles of amendment of Le Groupe Jean Coutu (PJC) Inc. -
The Jean Coutu Group (PJC) Inc. (the "Company") amending the articles of
continuance dated January 27, 1986 of the Company as amended by articles of
amendment dated August 8, 1986, October 9, 1986 and February 14, 1992. This
Schedule "A" forms an integral part of the articles of amendment of the Company.

I.      Article 5 of the articles of continuance of the Company, as amended by
        articles of amendment dated August 8, 1986, October 9, 1986 and February
        14, 1992, is amended as follows:

        "The share capital of the Company, comprised of (i) an unlimited number
        of Class "A" subordinate shares, without par value, (ii) un unlimited
        number of Class "B" shares, without par value, and (iii) an unlimited
        number of Class "C" shares, without par value, that may be issued in one
        or more series is, as of 5:01 P.M. on September 29, 2000, amended by:

        (a)     the subdivision of each issued and outstanding Class "A"
                subordinate share without par value of the Company into two (2)
                Class "A" subordinate shares without par value, with the result
                that each shareholder of record as at September 29, 2000 at the
                close of business will receive one Class "A" subordinate share
                for each Class "A" subordinate share held; and

        (b)     the subdivision of each issued and outstanding Class "B" share
                without par value of the Company into two (2) Class "B" shares
                without par value, with the result that each shareholder of
                record as at September 29, 2000 at the close of business will
                receive one Class "B" share for each Class "B" share held."




                                  QUEBEC [logo]


                            CERTIFICATE OF AMENDMENT


                             COMPANIES ACT, PART IA
                                (S.R.Q., c. C-38)


               I hereby certify that the company


               LE GROUPE JEAN COUTU (PJC) INC.


               has amended its articles on SEPTEMBER 9, 1997, under Part IA of
               the Companies Act, as indicated in the articles of amendment
               attached herewith.


               REGISTERED ON SEPTEMBER 9, 1997
               UNDER ENTERPRISE NUMBER 1143240183


[seal +logo]
Government of Quebec                                 [signed]
INSPECTOR GENERAL OF                 Inspector General of Financial Institutions
FINANCIAL INSTITUTIONS
N230J13G81L02JA



[logo]  Government of Quebec
        INSPECTOR GENERAL
        OF FINANCIAL INSTITUTIONS

                                                  Form 5
                                                  ARTICLES OF AMENDMENT
                                                  Companies Act, S.R.Q., c. C-38
                                                  Part 1A

1  Name

LE GROUPE JEAN COUTU (PJC) INC.

2  / / Amendment of articles under sections 123.140 and following of the
   Companies Act

3  The articles of the company are amended as follows:

Section 3 of the articles of continuance of the Company, dated January 27, 1986,
are amended as follows:

The maximum number of directors is increased to twenty (20).


4  Effective date, if later than that       5  Name (or enterprise number) prior
   on which the documents are filed (see       to the amendment, if different
   instructions)                               than the one mentioned in
                                               section 1

                   N/A                         N/A

If the space provided is insufficient, include an appendix in two (2) copies.

Signature of
authorised director                      [signed] Yvon Bechard
                      ----------------------------------------------------------

________________________________________________________________________________
For official use only                                         C-215 (Rev. 05-95)


Government of Quebec
Filed on
Sep. 9 1997
Inspector General of Financial Institutions



[logo]  Government of Quebec                   CERTIFICATE OF AMENDMENT
        INSPECTOR GENERAL                      Companies Act
        OF FINANCIAL INSTITUTIONS              (R.S.Q., c. C-38)


                                               Part IA


                    I HEREBY CERTIFY THAT THE COMPANY


                    LE GROUPE JEAN COUTU (PJC) INC.


                    HAS AMENDED ITS ARTICLES, UNDER PART IA OF THE COMPANIES
                    ACT, AS INDICATED IN THE ARTICLES OF AMENDMENT ATTACHED
                    HEREWITH.


                    DATED 1992 02 14


[seal +logo]
Government of Quebec                 [signed] Jean-Marie Bouchard
INSPECTOR GENERAL OF                 Inspector General of Financial Institutions
FINANCIAL INSTITUTIONS    1331-7433



[logo]  Government of Quebec
        INSPECTOR GENERAL
        OF FINANCIAL INSTITUTIONS

                                                           Form 5
                                                           ARTICLES OF AMENDMENT
                                                           Companies Act
                                                           Part 1A

1  Name or enterprise number

LE GROUPE JEAN COUTU (PJC) INC.
THE JEAN COUTU GROUP (PJC) INC.

2  The articles of the company are amended as follows:

Section 5 of the articles of continuance of the Company are amended in
accordance with the provisions of Schedule "A" attached herewith, which forms an
integral part of this Form 5. The said provisions will be effective on March 4,
1992, at 8:00 A.M., Montreal time.


3  Effective date, if later than that on       4  Name (or enterprise number)
   which the documents are filed (See             prior to the amendment, if
   instructions)                                  different than the one
                                                  mentioned in section 1

                   N/A                                       N/A


Signature of                                   Function of
authorised director     [signed] Jean Coutu    signatory          Director
                     -------------------------               -------------------

________________________________________________________________________________
For official use only                                                  1331-7433

[logo]
Government of Quebec
Filed on
Feb. 14 1992
Inspector General of Financial Institutions




                                  SCHEDULE "A"

Form 5, Part 1A of the Companies Act (S.R.Q. 1977 c. C-38) - Articles of
amendment

Schedule "A" of the articles of amendment of Le Groupe Jean Coutu (PJC) Inc. -
The Jean Coutu Group (PJC) Inc. (the "Company") amending the articles of
continuance dated January 27, 1986 of the Company as amended by articles of
amendment dated August 8, 1986. This Schedule "A" forms an integral part of the
articles of amendment of the Company.

I.

II.     Article 5 of the articles of continuance of the Company, as amended by
        articles of amendment dated August 8, 1986, is amended as follows:

        "The share capital of the Company, comprised of (i) an unlimited number
        of Class "A" subordinate shares, without par value, (ii) un unlimited
        number of Class "B" shares, without par value, and (iii) an unlimited
        number of Class "C" shares, without par value, that may be issued in one
        or more series is amended by:

        (a)     the subdivision of each issued and outstanding Class "A"
                subordinate share without par value of the Company into two (2)
                Class "A" subordinate shares without par value;

        (b)     the subdivision of each issued and outstanding Class "B" share
                without par value of the Company into two (2) Class "B" shares
                without par value.

        Such that, upon receipt of the certificate of amendment ratifying these
        articles of amendment, the share capital of the company shall be
        comprised of (i) an unlimited number of class "A" subordinate shares
        without par value, (ii) an unlimited number of class "B" shares without
        par value and (iii) an unlimited number of class "C" shares without par
        value which may be issued in one or more series, including 18,458,000
        class "A" subordinate shares without par value, and 34,000,000 Class "B"
        shares without par value which shall be issued and outstanding as fully
        paid-up and not subject to calls.

        The authorised share capital of the company and all of the rights,
        privileges, conditions and limitations attached to restricted class "A"
        shares without par value, to class "B" shares without par value and to
        class "C" shares without par value as a class are as follows.



        ARTICLE 1 - AUTHORISED SHARE CAPITAL

        The company is hereby authorised to issue (i) an unlimited number of
        restricted class "A" shares without par value (the "class "A"
        subordinate shares"), (ii) an unlimited number of class "B" shares
        without par value (the "class "B" shares") and (iii) an unlimited number
        of class "C" shares without par value, which may be issued in one or
        more series (the "class "C" preferred shares").

        ARTICLE 2 - CLASS "A" SUBORDINATE SHARES

        The rights, privileges, conditions and limitations attached to class "A"
        subordinate shares are as follows:

        2.1     VOTING RIGHTS - Subject to the provisions of the Companies Act
                of the Province of Quebec (R.S.Q., 1977 chapter C-38) and the
                regulations adopted pursuant to this Act (the "Act"), holders of
                class "A" subordinate shares shall be entitled to receive
                notices of meetings and to attend and vote at any annual or
                special shareholders' meetings of the company. Each class "A"
                subordinate share grants its holder the right to one vote, which
                may be exercised personally or by proxy.

        2.2     DIVIDENDS - Subject to the preference rights of holders of class
                "C" shares and of shares of any other class enjoying a
                preference ahead of class "A" subordinate shares in relation to
                dividends, and subject to the rights of class "B" shareholders
                described hereinafter, the holders of class "A" subordinate
                shares shall be entitled to receive and the company may declare
                and pay out a dividend on such shares out of company funds
                properly allocated to the payment of dividends, upon resolution
                by the board of directors of the company (the "board of
                directors"). The rate of such dividend shall be determined by
                the board of directors. Cheques issued by the company or its
                duly appointed agent for such purpose, drawn from a bank listed
                at schedule A or schedule B of the Bank Act (CANADA) (the "Bank
                Act") and payable at any branch of such bank within Canada,
                shall be issued in payment of such dividends to the holders of
                class "A" subordinate shares entitled thereto. The posting of
                these cheques shall release and discharge the company from any
                liability in relation to such dividends up to the amount of any
                sums represented thereby, unless these cheques are not honoured
                upon presentation. Subject to any relevant law to the contrary,
                the amount of any dividend represented by cheque which has not
                been presented for payment within six years following its issue
                or which otherwise remains unclaimed for a period of six years
                commencing on the date when it was declared payable and
                allocated for payment, shall revert to the company.

                No dividend shall be declared payable on class "A" subordinate
                shares unless a dividend of an equal amount per share has been
                simultaneously



                                       - 3 -

                declared and paid in relation to class "B" shares, which at such
                time are issued and outstanding.

        2.3     LIQUIDATION; WINDING-UP - In the event of liquidation or
                winding-up of the company, whether voluntary or forced, or any
                other distribution of assets of the company among shareholders
                for the purposes of winding-up the company business, class "A"
                subordinate shareholders shall be entitled to receive, in
                proportion to the number of class "A" subordinate shares which
                they respectively hold, and after payment by the company to
                class "C" shareholders and shareholders of any other class
                ranking ahead of class "A" subordinate shareholders for purposes
                of division of company assets further to liquidation or
                winding-up, any sums declared payable in accordance with the
                following terms, for each class "A" subordinate share: (i) an
                amount equal to the average, per class "A" subordinate share, of
                amounts allocated to the issued and outstanding share capital
                account kept for class "A" subordinate shares, in addition to,
                based on the number of class "A" subordinate shares which they
                respectively hold, (ii) any dividends declared on class "A"
                subordinate shares which remain unpaid at the time of
                distribution.

                Furthermore, class "A" subordinate shareholders and class "B"
                shareholders shall be entitled to share and share alike, pari
                passu, the remaining assets of the company without preference or
                distinction, in proportion to the number of shares which they
                respectively hold.

        2.4     EXCHANGE RIGHT -

                2.4.1   Unless the context indicates otherwise, for the purposes
                        of article 2.4,

                        (a)     "transfer agent" shall mean the transfer agent,
                        appointed from time to time, for class "A" subordinate
                        shares;

                        (b)     "control" of a body corporate shall mean
                        beneficial control, either directly through the holding
                        of shares or other securities, or indirectly by way of a
                        trust or contract, or by holding securities in any other
                        body corporate or otherwise;

                        (c)     "bid date" with respect to any bid shall mean
                        the date when a bid is made;

                        (d)     "Jean Coutu" shall mean Mr Jean Coutu, the
                        incumbent chairman of the board of directors and
                        president and chief executive officer of the company as
                        of the date hereof;



                                       - 4 -

                        (e)     "Coutu family" shall mean Jean Coutu and his
                        successors, heirs and assigns, or any one of them or any
                        body corporate controlled by any one of them;

                        (f)     "associate" shall mean the relationship between
                        a person and (i) a body corporate in which the person
                        holds shares or securities carrying more than 10% of
                        voting rights attached to all issued securities, (ii) a
                        partner of such person , (iii) the trust or estate in
                        which he or she has a substantial beneficial interest
                        equivalent to that of an owner or with respect to which
                        he serves as a trustee, testamentary executor or in a
                        similar capacity;

                        (g)     "offeror" shall mean any person who makes a bid;

                        (h)     "bid" shall mean a takeover bid, a bid by way of
                        an exchange of securities or an issuer bid (as defined
                        by the SECURITIES ACT (Quebec), as amended or re-enacted
                        from time to time) for the purpose of purchasing class
                        "B" shares. However, a bid does not include an exempt
                        bid.

                                (i)     "exempt bid" shall mean:

                                        (A)     a bid made to any holders of
                                        class "B" shares which is concurrently
                                        offered at the same price and subject to
                                        identical conditions, to all holders of
                                        class "A" subordinate shares whose most
                                        recent address in the company share
                                        register is in Canada.

                                        (B)     a bid to purchase all or some of
                                        the issued and outstanding class "B"
                                        shares on the bid date, provided the
                                        price offered for each class "B" share
                                        shall not exceed 115% of the reference
                                        price for class "A" subordinate shares.
                                        The "reference price" shall be as
                                        defined at article 187 of the regulation
                                        adopted pursuant to the Securities Act
                                        (Quebec) in force and effect as of the
                                        date hereof, or

                                        (C)     a bid made by any member of the
                                        Coutu Family to any other member of the
                                        Coutu Family;

                        (j)     "person" shall mean a physical person,
                        association, partnership, government or a body
                        corporate;



                                       - 5 -

                        (k)     "body corporate" shall mean any entity with a
                        legal personality, including partnerships and trusts,
                        notwithstanding its place of business or form of
                        incorporation;

                        (l)     "majority shareholder" shall mean, from time to
                        time, any holder of class "B" shares who, on such date,
                        owns or controls, directly or indirectly, in any manner
                        whatsoever (including, but without limitation, through
                        bodies corporate or trust bodies or otherwise)
                        outstanding shares of any class of the company which
                        allows them to exercise more than 50% of the voting
                        rights attached to outstanding shares of all classes of
                        voting shares of the company as of such date.

                        Any notice, document or certificate which must be
                        executed by the majority shareholder for the purposes of
                        this article 2.4 shall be deemed properly executed
                        provided that, on the date of execution of such notice,
                        document or certificate, the relevant person owns or
                        controls the majority of shares then held by the
                        majority shareholder. Any such notice, document or
                        certificate executed in such manner shall be binding
                        upon all majority shareholders.

                2.4.2   Subject to the following sub-paragraphs of this article
                        2.4, where any bid is made, any class "A" subordinate
                        share may be exchanged into a class "B" share commencing
                        on the bid date, in the entire discretion of the holder,
                        but solely for the purposes of allowing this holder to
                        accept the bid.

                        The exercise of the exchange right attached to class "A"
                        subordinate shares shall be subject to acceptance of the
                        bid by the majority shareholder and such acceptance
                        shall be deemed a condition precedent to the exchange.

                2.4.3   The exchange right with respect to class "A" subordinate
                        shares provided for at this article 2.4.2 may be
                        exercised by written notice delivered to the company at
                        its head office or to the transfer agent for class "A"
                        subordinate shares. For such purpose, delivery to any
                        office of the transfer agent where the transfer of class
                        "A" subordinate shares may be made shall be deemed
                        valid. Such notice shall be accompanied by a certificate
                        or certificates representing the class "A" subordinate
                        shares which the holder wishes to exchange for class "B"
                        shares, and shall be executed by the holder or his
                        representative, specifying the number of class "A"
                        subordinate shares which the holder wishes to convert
                        into class "B" shares. Where only some of the class "A"
                        subordinate shares represented by a certificate
                        accompanying the notice are marked for exchange, the
                        holder shall receive, at company expense, a new



                                       - 6 -

                        certificate describing the class "A" subordinate shares
                        in the certificate which were delivered in the foregoing
                        manner, and which may not be exchanged.

                2.4.4   Where a holder of class "A" subordinate shares sends the
                        notice of intent to exchange described at article 2.4.3,
                        the transfer agent shall be deemed the agent of such
                        holder for the purposes of the bid and for the purposes
                        of taking any measures necessary to complete acceptance
                        of the bid on behalf of such holder, subject to article
                        2.4.12. The execution of any acceptance form
                        accompanying the bid by a holder of class "A"
                        subordinate shares and proper delivery to the transfer
                        agent, accompanied by any certificates representing such
                        shares, shall be deemed valid delivery by such holder to
                        the transfer agent of the notice of intent to exchange.

                2.4.5   Where any exchange of class "A" subordinate shares is
                        made by a holder pursuant to article 2.4.2, the company
                        shall ensure that the transfer agent issues a
                        certificate representing class "B" shares resulting from
                        such exchange in the name of such transfer agent.

                2.4.6   The right of any holder of class "A" subordinate shares
                        to exchange his shares for class "B" shares pursuant to
                        article 2.4.2 is deemed to have been exercised, and the
                        holder of class "A" subordinate shares which are to be
                        exchanged is deemed to be a holder of class "B" shares
                        for the purposes of the bid, on the date of delivery of
                        any certificate representing class "A" subordinate
                        shares which are to be exchanged, accompanied by the
                        written notice referred to at article 2.4.3,
                        notwithstanding any delay in the issuance of any
                        certificates representing class "B" shares for which
                        such class "A" subordinate shares have been exchanged
                        pursuant to the bid, subject to the other provisions of
                        article 2.4.

                2.4.7   Following the issuance of a class "B" share certificate
                        in the name of the transfer agent in his capacity as
                        agent acting on behalf of any holder pursuant to article
                        2.4.5, the transfer agent may, in his discretion, or
                        where applicable, further to the holder's written
                        instructions, take any measures necessary to finalize
                        acceptance of such bid on behalf of such holder,
                        including filing such certificate and any other document
                        required with the depository further to terms of the
                        bid. In this regard, the transfer agent may, in his
                        discretion, make a notation on any such certificate or
                        attach a written notice thereto stating that class "B"
                        shares represented by such certificate are subject to
                        certain limitations and conditions, i.e. those set forth
                        at article 2.4.8, 2.4.9 and 2.4.10 hereof.




                                       - 7 -

                2.4.8   Notwithstanding articles 2.4.2 to 2.4.7, where the
                        transfer agent receives written notice from the majority
                        shareholder prior to the expiration date of any bid
                        stating that the majority shareholder does not intend to
                        accept the bid,

                        (a)     the exchange right described at article 2.4.2
                        shall be deemed never to have been exercised;

                        (b)     the transfer agent shall no longer be deemed to
                        be acting on behalf of class "A" subordinate
                        shareholders for the purposes of accepting the bid;

                        (c)     the class "A" subordinate shares exchanged for
                        class "B" shares on or prior to such date shall be
                        deemed never to have been exchanged and shall
                        consequently continue to be deemed class "A" subordinate
                        shares. This also applies to any shares already received
                        and paid for by the offeror pursuant to terms of the
                        bid; and

                        (d)     the transfer agent shall take any necessary
                        measures to ensure that any holders of the class "A"
                        subordinate shares which are deemed never to have been
                        exchanged shall receive any relevant certificates
                        representing such class "A" subordinate shares and make
                        the necessary entries in the company shareholders'
                        register to give full and force and effect to the
                        foregoing.

                2.4.9   In relation to any bid, where the offeror, for any
                        reason whatsoever, does not take delivery of the shares
                        described in the bid and does not pay the price therefor
                        or, where the offeror accepts delivery of a lower number
                        of shares deposited for purposes of acceptance of the
                        bid and only pays for such reduced number, and
                        notwithstanding the provisions of articles 2.4.2 to
                        2.4.7,

                        (a)     the class "A" subordinate shares exchanged for
                        class "B" shares for the purposes of the bid which have
                        not been received and paid for shall be deemed never to
                        have been exchanged into class "B" shares and shall
                        continue to be deemed class "A" subordinate shares, and

                        (b)     the transfer agent shall take any necessary
                        measures to ensure that any deemed holders of class "A"
                        subordinate shares which are deemed never to have been
                        exchanged shall receive any certificates necessary
                        representing class "A" subordinate shares and shall make
                        all necessary and relevant entries in the company
                        shareholders' register to give force and effect to the
                        foregoing.



                                       - 8 -

                2.4.10  Any class "B" shares resulting from the exchange of
                        class "A" subordinate shares for the purposes of
                        acceptance of a bid shall allow holders one vote per
                        share, notwithstanding the provisions of 3.1. and shall
                        be deemed to be class "A" subordinate shares,
                        notwithstanding the exchange, with respect to the rights
                        of holders to receive any dividend paid on shares of the
                        company up until the date where the offeror has taken
                        delivery and paid the bid price or, where applicable,
                        after such date in the case of paid-up and delivered
                        class "A" subordinate shares which fall within the scope
                        of article 2.4.8.

                2.4.11  Any monies paid by an offeror for shares, and received
                        by the transfer agent acting in his capacity as agent
                        for holders of class "A" subordinate shares, shall be
                        paid by the transfer agent to each class "A" subordinate
                        shareholder based on a pro rata of shares held
                        immediately prior to the exchange.

                2.4.12  Any holder class "A" subordinate shares shall be
                        entitled to give written instructions to the transfer
                        agent acting on his behalf to exercise any right of such
                        holder in relation to the bid, including the right to
                        withdraw securities deposited in response to the bid, or
                        where applicable, the right to accept or refuse any
                        subsequent bid placed following an initial bid.

                2.4.13  Any costs and expenses incurred by the transfer agent in
                        the performance of the foregoing provisions shall be
                        paid by the company.

                2.4.14  The transfer agent shall send written notice to holders
                        of class "A" subordinate shares immediately following
                        the bid date, which shall substantially reproduce the
                        contents of articles 2.4.1 to 2.4.13. Such notice shall
                        be accompanied by any other document or form which the
                        company or transfer agent deems, in its discretion,
                        useful or necessary for the purpose of allowing holders
                        of class "A" subordinate shares to exercise their rights
                        further to such provisions.

        2.5     RANK OF CLASS "A" SUBORDINATE SHARES - Class "A" subordinate
                shares shall take preference (i) for purposes of payment of
                dividends, after class "C" shares and shares of any other class
                ranking ahead of Class "A" subordinate shares, and PARI PASSU
                with class "B" shares (ii) for purposes of repayment of capital
                and the payment of any declared but unpaid dividend during any
                distribution further to liquidation or winding-up of the
                company, after class "C" shares and the shares of any other
                class ranking ahead of Class "A" subordinate shares and PARI
                PASSU with class "B"



                                       - 9 -

                shares (iii) for purposes of dividing the remaining assets of
                the company in the event of liquidation or winding-up, PARI
                PASSU with class "B" shares.

        ARTICLE 3 - CLASS "B" SHARES

        The rights, privileges, conditions and limitations attached to class "B"
        shares are as follows.

        3.1     VOTING RIGHTS - Subject to the Act and the provisions hereof,
        the holders of class "B" shares shall be entitled to receive notices of
        meetings and to attend and vote at any annual or special shareholder
        meetings of the company. Each class "B" share shall confer upon its
        holder the right to 10 votes which may be exercised in person or by
        proxy, subject to article 2.4.10.

        In the event that the Coutu Family, as defined at article 2.4.1 (e)
        ceases to be the beneficial owner, directly or indirectly in any manner
        whatsoever, (including, without restricting the generality of the
        foregoing, through bodies corporate, trusts or otherwise) of outstanding
        shares in the company of any class whatsoever which allows it to
        exercise more than 50% of the voting rights attached to the outstanding
        shares of all classes of voting shares in the share capital of the
        company, all class "B" shares shall immediately cease to carry 10 votes
        per share and each class "B" share as of such date shall only carry one
        vote per share, the whole without any further formal requirement or
        measure to be taken by the company.

        3.2     DIVIDENDS - Subject to the preference rights of holders of class
                "C" shares and shares of any other class ranking ahead of class
                "B" shares with respect to dividends, and subject to the rights
                of holders of restricted class "A" shares described hereinafter,
                the holders of class "B" shares shall be entitled to receive and
                the company may declare and pay out a dividend on such shares
                out of company funds properly allocated to the payment of
                dividends, upon resolution by the board of directors of the
                company. The rate of such dividend shall be determined by the
                board of directors. Cheques issued by the company or its duly
                appointed agent for such purpose, drawn from a bank listed at
                schedule A or schedule B of the Bank Act, and payable at any
                branch of such bank within Canada, shall be issued in payment of
                such dividends to the holders of class "B" shares entitled
                thereto. The posting of these cheques shall release and
                discharge the company from any liability in relation to such
                dividends up to the amount of any sums represented thereby,
                unless these cheques are not honoured upon presentation. Subject
                to any relevant law to the contrary, the amount of any dividend
                represented by cheque which has not been presented for payment
                within six years following its issue or which otherwise remains
                unclaimed for a period of six years commencing on the



                                      - 10 -

                date when it was declared payable and allocated for payment,
                shall revert to the company.

                No dividend shall be declared payable on class "B" shares unless
                a dividend of an equal amount per share has been simultaneously
                declared and paid in relation to class "A" subordinate shares,
                which at such time are issued and outstanding.

        3.3     EXCHANGE RIGHT - In accordance with this article 3, the holder
                of any class "B" shares shall be entitled, in his discretion and
                from time to time, to exchange all or some of the class "B"
                shares which he holds for class "A" subordinate shares which are
                fully paid-up and not subject to call as follows, i.e. (1) one
                class "A" subordinate share for each class "B" share exchanged.

                (a)     The exercise of this exchange right shall be subject to
                approval, where required, at the time of the exchange by any
                stock exchange where class "A" subordinate shares are listed in
                addition to the approval of any securities commission or other
                similar body whose approval is required.

                (b)     The exchange of one or more class "B" shares into class
                "A" subordinate shares shall be made by delivery of certificates
                representing the class "B" shares exchanged, by their respective
                holders at any time during normal business hours, (i) to any
                office of any transfer agent of the company where class "B"
                shares may be transferred or, where there is no transfer agent,
                (ii) at the head office of the company, addressed to the
                secretary of the company and in any event accompanied by a
                written document confirming receipt in a form deemed
                satisfactory by the company, duly executed by the registered
                holder of class "B" shares exchanged or by proxy duly authorised
                in writing (the authenticity of the aforesaid signature shall be
                certified in the form and manner required by the board of
                directors at the relevant time). Further to such document, the
                class "B" shareholder shall elect to exchange all or solely some
                of the class "B" shares registered in his name. Where a holder
                elects to exchange solely a portion of the class "B" shares
                registered in his name, the company shall issue and deliver or
                ensure that such delivery be made to such holder, at company
                expense, of a new certificate representing the class "B" shares
                which have not yet been included as part of the exchange.

                (c)     As soon as practicable after delivery of any class "B"
                share intended for purposes of exchange as provided for
                hereunder, the company shall issue and deliver or shall ensure
                that delivery be made to the holder of class "B" shares so
                delivered, one or more certificates issued in his name or any
                other name which may be disclosed to the company by such holder,
                representing the number of class "A" subordinate shares fully
                paid-



                                      - 11 -

                up and not subject to call, to which this holder is entitled
                further to the exchange. This exchange shall be deemed made at
                the closing time for business on the date where the certificates
                representing the exchanged class "B" shares shall have been
                delivered for purposes of exchange. Where upon such date the
                authorisations referred to at article 3.3 (a) have yet to be
                obtained, the rights of a class "B" shareholder as a holder of
                such shares shall cease upon the date the authorizations are
                granted, such that the person entitled to receive the restricted
                class "A" shares further to the exchange shall be deemed for all
                purposes to be the registered holder of such class "A"
                subordinate shares at such time.

                (d)     The registered holder of class "B" shares on the
                reference date elected by the company for the purposes of
                determining class "B" shareholders entitled to receive dividends
                declared on such class "B" shares shall be entitled to receive
                such dividend notwithstanding the fact that the class "B" shares
                which he holds have been exchanged for class "A" subordinate
                shares in accordance with the foregoing terms and conditions,
                after the reference date but prior to the date of payment of
                such dividend. Furthermore, the holders of class "A" subordinate
                shares issued further to the exchange shall be entitled to rank
                PARI PASSU with the registered holders of any other class "A"
                subordinate share in connection with any dividends declared
                payable to holders of class "A" subordinate shares registered on
                the relevant reference date, provided always that such reference
                date is later than the exchange date.

                (e)     No subdivision or consolidation of (i) class "A"
                subordinate shares or (ii) class "B" shares may be carried out,
                unless, as the case may be (i), class "B" shares or (ii) class
                "A" subordinate shares are subdivided or consolidated in an
                identical manner.

                (f)     The issue of certificates representing class "A"
                subordinate shares issued further to a class "B" share exchange
                into class "A" subordinate shares shall be subject to no charge
                to holders of class "B" shares carrying out such exchange.
                However, the company shall not be liable nor subject to pay any
                taxes which may be imposed upon the person receiving such class
                "A" subordinate shares issued further to the exchange.

                (g)     Any and all class "B" shares exchanged into class "A"
                subordinate shares further to the foregoing provisions shall be
                cancelled.

                (h)     At the time of the exchange, the issued and paid-up
                share capital account kept for class "B" shares shall be reduced
                and the issued and paid-up share capital account for class "A"
                subordinate shares shall be increased in amounts equal to the
                result obtained by dividing (i) the product obtained by
                multiplying the amount appearing in the issued and paid-up share
                capital account kept for class "B" shares, by the number of



                                      - 12 -

                class "B" shares exchanged by (ii) the aggregate number of
                issued and outstanding class "B" shares immediately prior to
                such exchange.

        3.4     LIQUIDATION; WINDING-UP - In the event of liquidation or
                winding-up of the company, whether voluntary or forced, or any
                other distribution of assets of the company among shareholders
                for the purposes of winding up the company business, class "B"
                shareholders shall be entitled to receive, in proportion to the
                number of class "B" shares which they respectively hold, and
                after payment by the company to class "C" shareholders and
                shareholders of any other class ranking ahead of class "B"
                shareholders for purposes of division of company assets further
                to liquidation or winding-up, any sums declared payable in
                accordance with the following terms, for each class "B" share:
                (i) an amount equal to the average, per class "B" share, of
                amounts allocated to the issued and outstanding share capital
                account kept for class "B" shares, in addition to, based on the
                number of class "B" shares which they respectively hold, (ii)
                any dividends declared on class "B" shares which remain unpaid
                at the time of distribution.

                        Furthermore, class "B" shareholders and class "A"
                subordinate shareholders shall be entitled to share and share
                alike, pari passu, the remaining assets of the company without
                preference or distinction, in proportion to the number of shares
                which they respectively hold.

        3.5     RANK OF CLASS "B" SHARES - Class "B" shares shall take
                preference (i) for purposes of payment of dividends, after class
                "C" shares and shares of any other class ranking ahead of class
                "B" shares, and PARI PASSU with class "A" subordinate shares
                (ii) for purposes of repayment of capital and the payment of any
                declared but unpaid dividend during any distribution further to
                liquidation or winding-up of the company, after class "C" shares
                and the shares of any other class ranking ahead of class "B"
                shares and PARI PASSU with class "A" subordinate shares (iii)
                for purposes of dividing the remaining assets of the company in
                the event of liquidation or winding-up, PARI PASSU with class
                "A" subordinate shares.

        3.6     ISSUANCE OF CLASS "B" SHARES -

                3.6.1   Where any class "B" shares remain outstanding, the
                        company may only issue class "A" subordinate shares
                        provided the holders of class "B" shares consent thereto
                        by special resolution (as defined at article 3.6.5),
                        unless at the time of issuance and in the manner
                        determined by the board of directors, class "B"
                        shareholders are granted the option to subscribe in
                        proportion to the number of class "B" shares they
                        respectively hold (but not including fractions, subject
                        however to article 3.6.2), to a number of class "B"
                        shares such that, were class "B" shareholders to
                        subscribe to all class "B" shares to which they are
                        entitled, the percentage of voting rights




                                      - 13 -

                        attached to issued and outstanding class "B" shares
                        immediately after such subscription, expressed as a
                        ratio of aggregate voting rights attached to all issued
                        and outstanding shares immediately following the
                        issuance of class "A" subordinate shares, would remain
                        the same as immediately prior to such issuance, failing
                        which compensation for each class "B" share shall be
                        paid which is equal to the amount that the company has
                        paid into the issued and paid-up share capital account
                        kept for class "A" subordinate shares for each of the
                        class "A" subordinate shares which it issues at such
                        time.

                3.6.2   The right to subscribe to class "B" shares in accordance
                        with article 3.6.1 may not be assigned, except between
                        holders of class "B" shares at the time any bid is made
                        pursuant to article 3.6.1.

                3.6.3   In the event of issuance of class "A" subordinate shares
                        further to the exercise of options or subscription
                        rights granted by the company, the latter shall offer
                        such subscription rights to the class "B" shareholders
                        referred to at article 3.6.1 upon expiration of the
                        stipulated period to exercise such options or
                        subscription rights. The compensation payable for the
                        issuance of each class "B" share shall consequently be
                        equal to the amount the company pays into the issued and
                        paid-up share capital account reserved for class "A"
                        subordinate shares as compensation for each class "A"
                        subordinate shares issued further to the exercise of
                        such options or subscription rights.

                3.6.4   The right to subscribe to class "B" shares further to
                        article 3.6 shall, however, not apply to the issuance of
                        class "A" subordinate shares:

                        (a)     as share dividends;

                        (b)     solely to employees of the company; or

                        (c)     further to the exchange of class "B" shares for
                        class "A" subordinate shares pursuant to article 3.3.

                3.6.5   For the purposes of article 3.6.1, the expression
                        "special resolution" shall mean a resolution adopted by
                        at least two thirds (2/3) of the votes expressed at a
                        meeting of class "B" shareholders duly convened for such
                        purpose. The formalities to observe with respect to
                        service of the notice of meeting of class "B"
                        shareholders, in addition to the conduct of the meeting
                        and quorum requirements shall comply with the company
                        by-laws governing special shareholder meetings.



                                      - 14 -

        ARTICLE 4 - CLASS "C" SHARES

        The rights, privileges, conditions and limitations attached to class "C"
        shares as a class are as follows.

        4.1     ISSUANCE IN SERIES - (a) Subject to the provisions of the Act,
                class "C" shares may, from time to time, be issued in one or
                more series. The board of directors may from time to time, in
                their entire discretion, prior to share issuance, determine the
                number and the description of shares of each series of class "C"
                shares in addition to the rights, privileges, conditions and
                limitations attached to the shares of any such series of class
                "C" shares, including, without restricting the generality of the
                foregoing (i) the rate and amount of such dividends, the date
                and place for payment of such dividends, and the date commencing
                upon which such dividends shall carry interest (ii) the rate or
                the amount of the premium payable to their respective holders in
                the event of purchase or redemption, and the date commencing
                upon which shares of a series may be subject to redemption, in
                addition to the method of purchase or redemption (iii) the
                conditions applicable to any share purchase options programme in
                relation to one or more series (iv) the conditions applicable to
                any sinking fund created for the benefit of shareholders of one
                or more series (v) the description of shares within any given
                series (vi) the share exchange rights applicable to any
                particular series of shares or any other series or other class
                of shares of the share capital of the company.

                (b)     The rights, privileges, conditions and limitations
                attached to each class "C" share series shall be determined, for
                each series, by resolution of the board of directors, who may
                create such series prior to the issuance of any class "C" share
                of any such series. The issuance of class "C" shares shall be
                subject to approval by board of directors' resolution evidenced
                by a certificate of amendment referring to the amendment which
                creates the share series. Any such resolution of the board of
                directors shall not be subject to ratification by the
                shareholders.

                (c)     Notwithstanding any provision to the contrary contained
                herein, any share of any class "C" share series shall carry the
                same voting rights, conditions and limitations with respect to
                voting.

                (d)     Notwithstanding any contrary provision contained herein,
                where amounts payable as dividends, repayment of capital or
                premium on the repayment of capital are not paid in full, the
                shares of all "C" class series shall participate in the amounts
                payable proportionately to the sums which would be payable in
                the event of full payment.



                                      - 15 -

        4.2     VOTING RIGHTS - Subject to the provisions of the Act, class "C"
                shareholders as a class are not entitled to receive notices of
                meetings nor to assist or vote at either annual or special
                shareholders' meetings of the company .

        4.3     RANK OF CLASS "C" SHARES WITH RESPECT TO DIVIDENDS - Class "C"
                shares shall take preference as a class with respect to the
                payment of dividends, ahead of class "A" subordinate shares,
                ahead of class "B" shares and ahead of shares of any other class
                which ranks after class "C" shares with respect to dividends and
                each series shall rank PARI PASSU with any other series for the
                purpose of receiving dividends.

        4.4     RANK OF CLASS "C" SHARES IN THE EVENT OF LIQUIDATION OR
                WINDING-UP - Class "C" shares as a class shall take preference
                with respect to repayment of the capital and payment of any
                declared dividend which remains unpaid at the time of
                distribution, in the event of liquidation or winding-up, ahead
                of class "A" subordinate shares, ahead of class "B" shares and
                ahead of shares of any other class ranking after class "C"
                shares. The shares of this series shall rank PARI PASSU with
                shares of any other class "C" share series.

        4.5     LIQUIDATION; WINDING-UP - In the event of either voluntary or
                forced liquidation or winding-up of the company business, or any
                other division of assets of the company among its shareholders
                for the purposes of liquidating its business, the holders of
                class "C" shares as a class shall be entitled to receive, prior
                to any distribution of assets of the company to holders of class
                "A" subordinate shares, class "B" shares or shares of any other
                class ranking after class "C" shares with respect to
                distribution of company assets in the event of liquidation or
                winding-up, sums which are due and owing to them pursuant
                hereto, a sum equal to the issue price of such shares or, where
                such shares are redeemable, a sum equal to the redemption price
                in force and effect at the time of distribution and (i) in the
                case of any class "C" cumulative share dividends remaining
                unpaid (whether declared or not) up until the date of
                distribution or (ii) in the case of non-cumulative class "C"
                share dividends, any and all non-cumulative declared dividends
                which remain unpaid as of the date of distribution.

                Class "C" shares do not grant holders any other right to
                participate in the profits or assets of the company.

        4.6     CREATION OR ISSUANCE OF ADDITIONAL SERIES-
                Further to the creation or issuance of an initial series of
                class "C" shares, the board of directors of the company may not
                create or issue any further class "C" shares series unless, on
                the date of creation or issuance as the case may be, (i) any and
                all cumulative dividends payable up until the most recently
                completed financial period inclusively has been declared and
                paid or earmarked for payment to each series of issued and



                                      - 16 -

                outstanding class "C" cumulative dividend shares and (ii) any
                non-cumulative declared and unpaid dividends have been paid or
                earmarked for payment with respect to any non-cumulative
                dividend class "C" share series which are issued and
                outstanding.

        4.7     OTHER TERMS AND CONDITIONS - Upon creation of any class "C"
                share series, the board of directors may grant to any such
                series any other right, privilege, condition or limitation which
                they deem appropriate and which is not contrary to the rights,
                privileges, conditions and limitations attached to any class "C"
                shares as a class.

        ARTICLE 5 - AMENDMENT TO THE ARTICLES

        5.1     AMENDMENT - Shareholders of any class or, subject to article
                5.5, of the series, are entitled to vote separately with respect
                to proposed amendments to the articles of the company for the
                following purposes:

                (a)     change the maximum authorised number of shares of such
                class and to increase the maximum authorised number of shares of
                any other class which grants rights or privileges which are
                equal or superior;

                (b)     have exchanged, re-classified or cancelled all or some
                of the shares of such class in a prejudicial manner;

                (c)     extend, modify or repeal rights, privileges, conditions
                or limitations attached to the shares of such class, including
                but not limited to,

                (i)     revoking or amending the right to accumulated or
                        cumulative dividends in a prejudicial manner,

                (ii)    extending, revoking or amending redemption rights in a
                        prejudicial manner,

                (iii)   reducing or revoking a preference related to dividends
                        or liquidation, or

                (iv)    extending, revoking or modifying in a prejudicial manner
                        rights related to conversion, options, voting rights,
                        transfers, pre-emptive or acquisition rights of
                        securities or provisions related to sinking funds;

                (d)     increase rights or privileges of shares of another class
                which grants rights or privileges equal to or superior to those
                of such class;



                                      - 17 -

                (e)     create a new share class which is equal or superior to
                those of such class;

                (f)     render equal or superior to shares of such class the
                shares of a class which grants lesser rights or privileges;

                (g)     have exchanged in a prejudicial manner all or some of
                the shares of another class against shares of such class and
                create a right for such purpose; or

                (h)     restrict the issuance, transfer or ownership of shares
                of such class or modifying or revoking such restrictions.

        5.2     VOTING RIGHTS - Article 5.1 shall apply even where shares of the
                class grant no voting rights further to company articles, as
                amended from time to time. Where a meeting of shareholders of a
                specific class is held pursuant to article 5, the shareholders
                of a class entitled to vote pursuant to article 5 shall have one
                vote per share.

        5.3     SEPARATE RESOLUTIONS - The adoption of any amendment to the
                articles under article 5.1 is subject to approval by separate
                resolution voted by shareholders of each class entitled to vote
                pursuant to article 5.1. Any approval of the holders of any
                class of shares which is required pursuant to the provisions of
                article 5 shall be deemed to have been validly given where it is
                contained in a resolution adopted by at least three quarters
                (3/4) of the votes expressed at a special meeting of
                shareholders of such class, convened for such purpose by at
                least fourteen (14) days notice, and where the holders of at
                least five percent (5%) of outstanding shares of such class are
                present in person or represented by proxy, constituting thereby
                the quorum. If the holders of at least five percent (5%) of
                outstanding shares of such class are not present or represented
                by proxy thirty (30) minutes after the time scheduled for the
                meeting, the meeting shall be adjourned to a later date which
                falls at least five days later and at least two days prior
                notice of such adjourned meeting shall be given. At any such
                adjourned meeting, the holders of such shares in such class
                present in person or represented by proxy may transact business
                for which the meeting was initially convened and a resolution
                adopted by such meeting by at least three quarters (3/4) of
                votes expressed shall constitute approval of the holders of such
                class of shares mentioned hereinabove for the purposes of
                article 5, whether the quorum referred to SUPRA is present or
                not at the time of the adjourned meeting. Any approval granted
                in accordance with the provisions of this article 5.3 shall bind
                all holders of any such share class.

        5.4     EFFECT OF APPROVAL - The procedure provided for at articles 5.1,
                5.2 and 5.3 shall be deemed a compromise or arrangement and
                allow the filing of articles of amendment without any further
                requirement to satisfy



                                      - 18 -

                formalities set forth in the Act which relate to compromises and
                arrangements.

        5.5     VOTING BY SERIES - The holders of shares of any given series
                shall not be entitled to vote separately, as provided under
                article 5, except with respect to draft amendments described
                above which affect that particular series and not the class as a
                whole.

        ARTICLE 6 - CONVERSION OF COMMON SHARES

        Any and all common shares of the share capital of the company which are
        issued and outstanding immediately prior to these articles of amendment,
        i.e. 1,000,000 shares, are hereby converted into 20,000,000 class "B"
        shares of the share capital of the company, i.e. 20 class "B" shares for
        each common share, such class "B" shares having the rights and
        privileges and being subject to the conditions and limitations described
        in the foregoing articles.

        ARTICLE 7 - CANCELLATION OF SHARES

        Any and all common shares of the share capital of the company which have
        not been issued immediately prior to these articles of amendment are
        hereby cancelled."

III.    Article 6 of the articles of continuance of the company entitled
        "Restrictions on share transfers, where applicable", and Schedule II
        which form an integral part of the articles of continuance of the
        company are hereby replaced by the following:

        "There are no restrictions to transfers of shares of the share capital
        of the company".

IV.     Article 8 of the articles of continuance of the company entitled "Other
        provisions" and Schedule III which form an integral part of the articles
        of continuance of the company are hereby amended by the repeal of
        paragraphs 1 and 2 of Schedule III. Schedule III hereinafter shall only
        be comprised of paragraph 3.




[logo]  Government of Quebec                            CERTIFICATE OF AMENDMENT
        INSPECTOR GENERAL                               Companies Act
        OF FINANCIAL INSTITUTIONS                       (R.S.Q., c. C-38)


                                                        Part IA


                        I HEREBY CERTIFY THAT THE COMPANY

                        LE GROUPE JEAN COUTU (PJC) INC.


                        HAS AMENDED ITS ARTICLES, UNDER PART IA OF THE COMPANIES
                        ACT, AS INDICATED IN THE ARTICLES OF AMENDMENT ATTACHED
                        HEREWITH.


                        DATED 1986 10 09


[seal +logo]
Government of Quebec                        [signed] Jean-Marie Bouchard
INSPECTOR GENERAL OF                 Inspector General of Financial Institutions
FINANCIAL INSTITUTIONS    1331-7433



[logo]  Government of Quebec
        INSPECTOR GENERAL
        OF FINANCIAL INSTITUTIONS

                                                           Form 5
                                                           ARTICLES OF AMENDMENT
                                                           Companies Act
                                                           Part IA

1  Name or enterprise number

LE GROUPE JEAN COUTU (PJC) INC. - THE JEAN COUTU GROUP (PJC) INC.

2  The articles of the company are amended as follows:

The articles of the company are amended by the provisions in Schedule "A"
attached herewith, said Schedule forming an integral part of this Form 5.


3  Effective date, if later than          4  Name (or enterprise number) prior
   that on which the documents are           to the amendment, if different than
   filed (See instructions)                  the one mentioned in section 1


Signature of                                         Function of
authorised director      [signed] Yvon Martineau     signatory      Director
                      ------------------------------              --------------
                             Yvon Martineau

________________________________________________________________________________
For official use only                                                 1331-7433

[logo]
Government of Quebec
Filed on
1986 10 09
Inspector General of Financial Institutions



                                  SCHEDULE "A"

Schedule "A" of the articles of amendment (Form 5) dated October 9, 1986 of LE
GROUPE JEAN COUTU (PJC) INC. (the "Company"). This Schedule "A" forms an
integral part of the articles of amendment of LE GROUPE JEAN COUTU (PJC) INC.

Form 5 - Articles of amendment

1.      Section 2 of the articles of amendment dated August 8, 1986, as well as
        Schedule "A" forming an integral part thereof, is hereby amended by the
        redesignation of "Class A subordinate shares" to "Class A subordinate
        voting shares".




[logo]  Government of Quebec                            CERTIFICATE OF AMENDMENT
        INSPECTOR GENERAL                               Companies Act
        OF FINANCIAL INSTITUTIONS                       (R.S.Q., c. C-38)


                                                        Part IA


                        I HEREBY CERTIFY THAT THE COMPANY


                        LE GROUPE JEAN COUTU (PJC) INC.

                        AND ITS VERSION

                        THE JEAN COUTU GROUP (PJC) INC.


                        HAS AMENDED ITS ARTICLES, UNDER PART IA OF THE COMPANIES
                        ACT, AS INDICATED IN THE ARTICLES OF AMENDMENT ATTACHED
                        HEREWITH.


                        DATED 1986 08 08


[seal +logo]
Government of Quebec                          [signed] Jean-Marie Bouchard
INSPECTOR GENERAL OF                 Inspector General of Financial Institutions
FINANCIAL INSTITUTIONS



[logo]  Government of Quebec
        INSPECTOR GENERAL
        OF FINANCIAL INSTITUTIONS
                                                           Form 5
                                                           ARTICLES OF AMENDMENT
                                                           Companies Act
                                                           Part IA

1  Name or enterprise number

"LE GROUPE JEAN COUTU (PJC) INC." and, in its English version, "THE JEAN COUTU
GROUP (PJC) INC."

2  The articles of the company are amended as follows:

The articles of the company are amended by the provisions in Schedule "A"
attached herewith, said Schedule forming an integral part of this Form 5.


3  Effective date, if later than that     4  Name (or enterprise number) prior
   on which the documents are filed          to the amendment, if different than
   (See instructions)                        the one mentioned in section 1

                 N/A                               SERVICES FARMICO INC.


Signature of                                Function of  Director, President and
authorised director   [signed] Jean Coutu   signatory    Chief Executive Officer
                    -----------------------            -------------------------

________________________________________________________________________________
For official use only                                                  1331-7433

[logo]
Government of Quebec
Filed on
1986 08 08
Inspector General of Financial Institutions




                                  SCHEDULE "A"

Schedule A of the articles of amendment (form 5) of SERVICES FARMICO INC., (the
"company"), dated August 8, 1986. This schedule A forms an integral part of the
articles of amendment of SERVICES FARMICO INC.

Form 5 - Articles of Amendment

I.      Article 1 of the articles of continuance of the company, dated January
        27, 1986, (the "articles of continuance") entitled "Company name or
        registration number" is hereby replaced as follows:

        "LE GROUPE JEAN COUTU (PJC) INC." and, in its English version, "THE JEAN
        COUTU GROUP (PJC) INC."

II.     Article 5 of the articles of continuance of the company entitled
        "Description of the share capital" and Schedule I, which form an
        integral part of the articles of continuance of the company, are hereby
        amended as follows:

        "The authorised share capital of the company, comprised of an unlimited
        number of common shares, without par value (the "common shares"),
        including 1,000,000 issued and outstanding common shares as of the date
        hereof, all of which are fully paid-up and not subject to calls, is
        hereby amended as follows:

        (a)     by the creation of (i) an unlimited number of class "A"
                subordinate shares, without par value, (ii) an unlimited number
                of class "B" shares without par value, and (iii) an unlimited
                number of class "C" shares without par value which may be issued
                in one or more series;

        (b)     by the conversion of any and all issued and outstanding common
                shares as of the date hereof, i.e. 1,000,000 common shares, into
                20,000,000 class "B" shares without par value, based on a
                conversion ratio of 20 class "B" shares without par value for
                each issued and outstanding common share. The class "B" shares
                without par value shall have the rights and privileges and be
                subject to the conditions and restrictions set forth in these
                articles of amendment; and

        (c)     by the cancellation of any unissued common shares in the share
                capital of the company.

        Such that, upon receipt of the certificate of amendment ratifying these
        articles of amendment, the share capital of the company shall be
        comprised of (i) an unlimited number of class "A" subordinate shares
        without par value, (ii) an unlimited number of class "B" shares without
        par value and (iii) an unlimited number of class "C" shares without par
        value which may be issued in one or more



                                       - 2 -

        series, including 20,000,000 class "B" shares without par value, which
        shall be issued and outstanding as fully paid-up and not subject to
        calls.

        The authorised share capital of the company and all of the rights,
        privileges, conditions and limitations attached to restricted class "A"
        shares without par value, to class "B" shares without par value and to
        class "C" shares without par value as a class are as follows.

        ARTICLE 1 - AUTHORISED SHARE CAPITAL

        The company is hereby authorised to issue (i) an unlimited number of
        restricted class "A" shares without par value (the "class "A"
        subordinate shares"), (ii) an unlimited number of class "B" shares
        without par value (the "class "B" shares") and (iii) an unlimited number
        of class "C" shares without par value, which may be issued in one or
        more series (the "class "C" preferred shares").

        ARTICLE 2 - CLASS "A" SUBORDINATE SHARES

        The rights, privileges, conditions and limitations attached to class "A"
        subordinate shares are as follows:

        2.1     VOTING RIGHTS - Subject to the provisions of the Companies Act
                of the Province of Quebec (R.S.Q., 1977 chapter C-38) and the
                regulations adopted pursuant to this Act (the "Act"), holders of
                class "A" subordinate shares shall be entitled to receive
                notices of meetings and to attend and vote at any annual or
                special shareholders' meetings of the company. Each class "A"
                subordinate share grants its holder the right to one vote, which
                may be exercised personally or by proxy.

        2.2     DIVIDENDS - Subject to the preference rights of holders of class
                "C" shares and of shares of any other class enjoying a
                preference ahead of class "A" subordinate shares in relation to
                dividends, and subject to the rights of class "B" shareholders
                described hereinafter, the holders of class "A" subordinate
                shares shall be entitled to receive and the company may declare
                and pay out a dividend on such shares out of company funds
                properly allocated to the payment of dividends, upon resolution
                by the board of directors of the company (the "board of
                directors"). The rate of such dividend shall be determined by
                the board of directors. Cheques issued by the company or its
                duly appointed agent for such purpose, drawn from a bank listed
                at schedule A or schedule B of the Bank Act (S.C., 1980-81-82,
                chapter 40) (the "Bank Act") and payable at any branch of such
                bank within Canada, shall be issued in payment of such dividends
                to the holders of class "A" subordinate shares entitled thereto.
                The posting of these cheques shall release and discharge the
                company from any liability in relation to such dividends up to
                the amount of any sums represented thereby, unless these cheques
                are not honoured upon presentation. Subject



                                       - 3 -

                to any relevant law to the contrary, the amount of any dividend
                represented by cheque which has not been presented for payment
                within six years following its issue or which otherwise remains
                unclaimed for a period of six years commencing on the date when
                it was declared payable and allocated for payment, shall revert
                to the company.

                No dividend shall be declared payable on class "A" subordinate
                shares unless a dividend of an equal amount per share has been
                simultaneously declared and paid in relation to class "B"
                shares, which at such time are issued and outstanding.

        2.3     LIQUIDATION; WINDING-UP - In the event of liquidation or
                winding-up of the company, whether voluntary or forced, or any
                other distribution of assets of the company among shareholders
                for the purposes of winding-up the company business, class "A"
                subordinate shareholders shall be entitled to receive, in
                proportion to the number of class "A" subordinate shares which
                they respectively hold, and after payment by the company to
                class "C" shareholders and shareholders of any other class
                ranking ahead of class "A" subordinate shareholders for purposes
                of division of company assets further to liquidation or
                winding-up, any sums declared payable in accordance with the
                following terms, for each class "A" subordinate share: (i) an
                amount equal to the average, per class "A" subordinate share, of
                amounts allocated to the issued and outstanding share capital
                account kept for class "A" subordinate shares, in addition to,
                based on the number of class "A" subordinate shares which they
                respectively hold, (ii) any dividends declared on class "A"
                subordinate shares which remain unpaid at the time of
                distribution.

                Furthermore, class "A" subordinate shareholders and class "B"
                shareholders shall be entitled to share and share alike, pari
                passu, the remaining assets of the company without preference or
                distinction, in proportion to the number of shares which they
                respectively hold.

        2.4     EXCHANGE RIGHT -

                2.4.1   Unless the context indicates otherwise, for the purposes
                        of article 2.4,

                        (a)     "transfer agent" shall mean the transfer agent,
                        appointed from time to time, for class "A" subordinate
                        shares;

                        (b)     "control" of a body corporate shall mean
                        beneficial control, either directly through the holding
                        of shares or other securities, or indirectly by way of a
                        trust or contract, or by holding securities in any other
                        body corporate or otherwise;



                                       - 4 -

                        (c)     "bid date" with respect to any bid shall mean
                        the date when a bid is made;

                        (d)     "Jean Coutu" shall mean Mr Jean Coutu, the
                        incumbent chairman of the board of directors and
                        president and chief executive officer of the company as
                        of the date hereof;

                        (e)     "Coutu family" shall mean Jean Coutu and his
                        successors, heirs and assigns, or any one of them or any
                        body corporate controlled by any one of them;

                        (f)     "associate" shall mean the relationship between
                        a person and (i) a body corporate in which the person
                        holds shares or securities carrying more than 10% of
                        voting rights attached to all issued securities, (ii) a
                        partner of such person , (iii) the trust or estate in
                        which he or she has a substantial beneficial interest
                        equivalent to that of an owner or with respect to which
                        he serves as a trustee, testamentary executor or in a
                        similar capacity;

                        (g)     "offeror" shall mean any person who makes a bid;

                        (h)     "bid" shall mean a takeover bid, a bid by way of
                        an exchange of securities or an issuer bid (as defined
                        by the SECURITIES ACT (Quebec), as amended or re-enacted
                        from time to time) for the purpose of purchasing class
                        "B" shares. However, a bid does not include an exempt
                        bid.

                                (i)     "exempt bid" shall mean:

                                        (A)     a bid made to any holders of
                                        class "B" shares which is concurrently
                                        offered at the same price and subject to
                                        identical conditions, to all holders of
                                        class "A" subordinate shares whose most
                                        recent address in the company share
                                        register is in Canada.

                                        (B)     a bid to purchase all or some of
                                        the issued and outstanding class "B"
                                        shares on the bid date, provided the
                                        price offered for each class "B" share
                                        shall not exceed 115% of the reference
                                        price for class "A" subordinate shares.
                                        The "reference price" shall be as
                                        defined at article 187 of the regulation
                                        adopted pursuant to the Securities Act
                                        (Quebec) in force and effect as of the
                                        date hereof, or



                                       - 5 -

                                        (C)     a bid made by any member of the
                                        Coutu Family to any other member of the
                                        Coutu Family;

                        (j)     "person" shall mean a physical person,
                        association, partnership, government or a body
                        corporate;

                        (k)     "body corporate" shall mean any entity with a
                        legal personality, including partnerships and trusts,
                        notwithstanding its place of business or form of
                        incorporation;

                        (l)     "majority shareholder" shall mean, from time to
                        time, any holder of class "B" shares who, on such date,
                        owns or controls, directly or indirectly, in any manner
                        whatsoever (including, but without limitation, through
                        bodies corporate or trust bodies or otherwise)
                        outstanding shares of any class of the company which
                        allows them to exercise more than 50% of the voting
                        rights attached to outstanding shares of all classes of
                        voting shares of the company as of such date.

                        Any notice, document or certificate which must be
                        executed by the majority shareholder for the purposes of
                        this article 2.4 shall be deemed properly executed
                        provided that, on the date of execution of such notice,
                        document or certificate, the relevant person owns or
                        controls the majority of shares then held by the
                        majority shareholder. Any such notice, document or
                        certificate executed in such manner shall be binding
                        upon all majority shareholders.

                2.4.2   Subject to the following sub-paragraphs of this article
                        2.4, where any bid is made, any class "A" subordinate
                        share may be exchanged into a class "B" share commencing
                        on the bid date, in the entire discretion of the holder,
                        but solely for the purposes of allowing this holder to
                        accept the bid.

                        The exercise of the exchange right attached to class "A"
                        subordinate shares shall be subject to acceptance of the
                        bid by the majority shareholder and such acceptance
                        shall be deemed a condition precedent to the exchange.

                2.4.3   The exchange right with respect to class "A" subordinate
                        shares provided for at this article 2.4.2 may be
                        exercised by written notice delivered to the company at
                        its head office or to the transfer agent for class "A"
                        subordinate shares. For such purpose, delivery to any
                        office of the transfer agent where the transfer of class
                        "A" subordinate shares may be made shall be deemed
                        valid. Such notice shall be accompanied by a certificate
                        or certificates



                                       - 6 -

                        representing the class "A" subordinate shares which the
                        holder wishes to exchange for class "B" shares, and
                        shall be executed by the holder or his representative,
                        specifying the number of class "A" subordinate shares
                        which the holder wishes to convert into class "B"
                        shares. Where only some of the class "A" subordinate
                        shares represented by a certificate accompanying the
                        notice are marked for exchange, the holder shall
                        receive, at company expense, a new certificate
                        describing the class "A" subordinate shares in the
                        certificate which were delivered in the foregoing
                        manner, and which may not be exchanged.

                2.4.4   Where a holder of class "A" subordinate shares sends the
                        notice of intent to exchange described at article 2.4.3,
                        the transfer agent shall be deemed the agent of such
                        holder for the purposes of the bid and for the purposes
                        of taking any measures necessary to complete acceptance
                        of the bid on behalf of such holder, subject to article
                        2.4.12. The execution of any acceptance form
                        accompanying the bid by a holder of class "A"
                        subordinate shares and proper delivery to the transfer
                        agent, accompanied by any certificates representing such
                        shares, shall be deemed valid delivery by such holder to
                        the transfer agent of the notice of intent to exchange.

                2.4.5   Where any exchange of class "A" subordinate shares is
                        made by a holder pursuant to article 2.4.2, the company
                        shall ensure that the transfer agent issues a
                        certificate representing class "B" shares resulting from
                        such exchange in the name of such transfer agent.

                2.4.6   The right of any holder of class "A" subordinate shares
                        to exchange his shares for class "B" shares pursuant to
                        article 2.4.2 is deemed to have been exercised, and the
                        holder of class "A" subordinate shares which are to be
                        exchanged is deemed to be a holder of class "B" shares
                        for the purposes of the bid, on the date of delivery of
                        any certificate representing class "A" subordinate
                        shares which are to be exchanged, accompanied by the
                        written notice referred to at article 2.4.3,
                        notwithstanding any delay in the issuance of any
                        certificates representing class "B" shares for which
                        such class "A" subordinate shares have been exchanged
                        pursuant to the bid, subject to the other provisions of
                        article 2.4.

                2.4.7   Following the issuance of a class "B" share certificate
                        in the name of the transfer agent in his capacity as
                        agent acting on behalf of any holder pursuant to article
                        2.4.5, the transfer agent may, in his discretion, or
                        where applicable, further to the holder's written
                        instructions, take any measures necessary to finalize
                        acceptance of such bid on behalf of such holder,
                        including filing such certificate and any other document
                        required with the depository further to




                                       - 7 -

                        terms of the bid. In this regard, the transfer agent
                        may, in his discretion, make a notation on any such
                        certificate or attach a written notice thereto stating
                        that class "B" shares represented by such certificate
                        are subject to certain limitations and conditions, i.e.
                        those set forth at article 2.4.8, 2.4.9 and 2.4.10
                        hereof.

                2.4.8   Notwithstanding articles 2.4.2 to 2.4.7, where the
                        transfer agent receives written notice from the majority
                        shareholder prior to the expiration date of any bid
                        stating that the majority shareholder does not intend to
                        accept the bid,

                        (a)     the exchange right described at article 2.4.2
                        shall be deemed never to have been exercised;

                        (b)     the transfer agent shall no longer be deemed to
                        be acting on behalf of class "A" subordinate
                        shareholders for the purposes of accepting the bid;

                        (c)     the class "A" subordinate shares exchanged for
                        class "B" shares on or prior to such date shall be
                        deemed never to have been exchanged and shall
                        consequently continue to be deemed class "A" subordinate
                        shares. This also applies to any shares already received
                        and paid for by the offeror pursuant to terms of the
                        bid; and

                        (d)     the transfer agent shall take any necessary
                        measures to ensure that any holders of the class "A"
                        subordinate shares which are deemed never to have been
                        exchanged shall receive any relevant certificates
                        representing such class "A" subordinate shares and make
                        the necessary entries in the company shareholders'
                        register to give full and force and effect to the
                        foregoing.

                2.4.9   In relation to any bid, where the offeror, for any
                        reason whatsoever, does not take delivery of the shares
                        described in the bid and does not pay the price therefor
                        or, where the offeror accepts delivery of a lower number
                        of shares deposited for purposes of acceptance of the
                        bid and only pays for such reduced number, and
                        notwithstanding the provisions of articles 2.4.2 to
                        2.4.7,

                        (a)     the class "A" subordinate shares exchanged for
                        class "B" shares for the purposes of the bid which have
                        not been received and paid for shall be deemed never to
                        have been exchanged into class "B" shares and shall
                        continue to be deemed class "A" subordinate shares, and



                                       - 8 -

                        (b)     the transfer agent shall take any necessary
                        measures to ensure that any deemed holders of class "A"
                        subordinate shares which are deemed never to have been
                        exchanged shall receive any certificates necessary
                        representing class "A" subordinate shares and shall make
                        all necessary and relevant entries in the company
                        shareholders' register to give force and effect to the
                        foregoing.

                2.4.10  Any class "B" shares resulting from the exchange of
                        class "A" subordinate shares for the purposes of
                        acceptance of a bid shall allow holders one vote per
                        share, notwithstanding the provisions of 3.1. and shall
                        be deemed to be class "A" subordinate shares,
                        notwithstanding the exchange, with respect to the rights
                        of holders to receive any dividend paid on shares of the
                        company up until the date where the offeror has taken
                        delivery and paid the bid price or, where applicable,
                        after such date in the case of paid-up and delivered
                        class "A" subordinate shares which fall within the scope
                        of article 2.4.8.

                2.4.11  Any monies paid by an offeror for shares, and received
                        by the transfer agent acting in his capacity as agent
                        for holders of class "A" subordinate shares, shall be
                        paid by the transfer agent to each class "A" subordinate
                        shareholder based on a pro rata of shares held
                        immediately prior to the exchange.

                2.4.12  Any holder class "A" subordinate shares shall be
                        entitled to give written instructions to the transfer
                        agent acting on his behalf to exercise any right of such
                        holder in relation to the bid, including the right to
                        withdraw securities deposited in response to the bid, or
                        where applicable, the right to accept or refuse any
                        subsequent bid placed following an initial bid.

                2.4.13  Any costs and expenses incurred by the transfer agent in
                        the performance of the foregoing provisions shall be
                        paid by the company.

                2.4.14  The transfer agent shall send written notice to holders
                        of class "A" subordinate shares immediately following
                        the bid date, which shall substantially reproduce the
                        contents of articles 2.4.1 to 2.4.13. Such notice shall
                        be accompanied by any other document or form which the
                        company or transfer agent deems, in its discretion,
                        useful or necessary for the purpose of allowing holders
                        of class "A" subordinate shares to exercise their rights
                        further to such provisions.

        2.5     RANK OF CLASS "A" SUBORDINATE SHARES - Class "A" subordinate
                shares shall take preference (i) for purposes of payment of
                dividends, after class "C"



                                       - 9 -

                shares and shares of any other class ranking ahead of Class "A"
                subordinate shares, and PARI PASSU with class "B" shares (ii)
                for purposes of repayment of capital and the payment of any
                declared but unpaid dividend during any distribution further to
                liquidation or winding-up of the company, after class "C" shares
                and the shares of any other class ranking ahead of Class "A"
                subordinate shares and PARI PASSU with class "B" shares (iii)
                for purposes of dividing the remaining assets of the company in
                the event of liquidation or winding-up, PARI PASSU with class
                "B" shares.

        ARTICLE 3 - CLASS "B" SHARES

        The rights, privileges, conditions and limitations attached to class "B"
        shares are as follows.

        3.1     VOTING RIGHTS - Subject to the Act and the provisions hereof,
        the holders of class "B" shares shall be entitled to receive notices of
        meetings and to attend and vote at any annual or special shareholder
        meetings of the company. Each class "B" share shall confer upon its
        holder the right to 10 votes which may be exercised in person or by
        proxy, subject to article 2.4.10.

        In the event that the Coutu Family, as defined at article 2.4.1 (e)
        ceases to be the beneficial owner, directly or indirectly in any manner
        whatsoever, (including, without restricting the generality of the
        foregoing, through bodies corporate, trusts or otherwise) of outstanding
        shares in the company of any class whatsoever which allows it to
        exercise more than 50% of the voting rights attached to the outstanding
        shares of all classes of voting shares in the share capital of the
        company, all class "B" shares shall immediately cease to carry 10 votes
        per share and each class "B" share as of such date shall only carry one
        vote per share, the whole without any further formal requirement or
        measure to be taken by the company.

        3.2     DIVIDENDS - Subject to the preference rights of holders of class
                "C" shares and shares of any other class ranking ahead of class
                "B" shares with respect to dividends, and subject to the rights
                of holders of restricted class "A" shares described hereinafter,
                the holders of class "B" shares shall be entitled to receive and
                the company may declare and pay out a dividend on such shares
                out of company funds properly allocated to the payment of
                dividends, upon resolution by the board of directors of the
                company. The rate of such dividend shall be determined by the
                board of directors. Cheques issued by the company or its duly
                appointed agent for such purpose, drawn from a bank listed at
                schedule A or schedule B of the Bank Act, and payable at any
                branch of such bank within Canada, shall be issued in payment of
                such dividends to the holders of class "B" shares entitled
                thereto. The posting of these cheques shall release and
                discharge



                                      - 10 -

                the company from any liability in relation to such dividends up
                to the amount of any sums represented thereby, unless these
                cheques are not honoured upon presentation. Subject to any
                relevant law to the contrary, the amount of any dividend
                represented by cheque which has not been presented for payment
                within six years following its issue or which otherwise remains
                unclaimed for a period of six years commencing on the date when
                it was declared payable and allocated for payment, shall revert
                to the company.

                No dividend shall be declared payable on class "B" shares unless
                a dividend of an equal amount per share has been simultaneously
                declared and paid in relation to class "A" subordinate shares,
                which at such time are issued and outstanding.

        3.3     EXCHANGE RIGHT - In accordance with this article 3, the holder
                of any class "B" shares shall be entitled, in his discretion and
                from time to time, to exchange all or some of the class "B"
                shares which he holds for class "A" subordinate shares which are
                fully paid-up and not subject to call as follows, i.e. (1) one
                class "A" subordinate share for each class "B" share exchanged.

                (a)     The exercise of this exchange right shall be subject to
                approval, where required, at the time of the exchange by any
                stock exchange where class "A" subordinate shares are listed in
                addition to the approval of any securities commission or other
                similar body whose approval is required.

                (b)     The exchange of one or more class "B" shares into class
                "A" subordinate shares shall be made by delivery of certificates
                representing the class "B" shares exchanged, by their respective
                holders at any time during normal business hours, (i) to any
                office of any transfer agent of the company where class "B"
                shares may be transferred or, where there is no transfer agent,
                (ii) at the head office of the company, addressed to the
                secretary of the company and in any event accompanied by a
                written document confirming receipt in a form deemed
                satisfactory by the company, duly executed by the registered
                holder of class "B" shares exchanged or by proxy duly authorised
                in writing (the authenticity of the aforesaid signature shall be
                certified in the form and manner required by the board of
                directors at the relevant time). Further to such document, the
                class "B" shareholder shall elect to exchange all or solely some
                of the class "B" shares registered in his name. Where a holder
                elects to exchange solely a portion of the class "B" shares
                registered in his name, the company shall issue and deliver or
                ensure that such delivery be made to such holder, at company
                expense, of a new certificate representing the class "B" shares
                which have not yet been included as part of the exchange.



                                      - 11 -

                (c)     As soon as practicable after delivery of any class "B"
                share intended for purposes of exchange as provided for
                hereunder, the company shall issue and deliver or shall ensure
                that delivery be made to the holder of class "B" shares so
                delivered, one or more certificates issued in his name or any
                other name which may be disclosed to the company by such holder,
                representing the number of class "A" subordinate shares fully
                paid-up and not subject to call, to which this holder is
                entitled further to the exchange. This exchange shall be deemed
                made at the closing time for business on the date where the
                certificates representing the exchanged class "B" shares shall
                have been delivered for purposes of exchange. Where upon such
                date the authorisations referred to at article 3.3 (a) have yet
                to be obtained, the rights of a class "B" shareholder as a
                holder of such shares shall cease upon the date the
                authorizations are granted, such that the person entitled to
                receive the restricted class "A" shares further to the exchange
                shall be deemed for all purposes to be the registered holder of
                such class "A" subordinate shares at such time.

                (d)     The registered holder of class "B" shares on the
                reference date elected by the company for the purposes of
                determining class "B" shareholders entitled to receive dividends
                declared on such class "B" shares shall be entitled to receive
                such dividend notwithstanding the fact that the class "B" shares
                which he holds have been exchanged for class "A" subordinate
                shares in accordance with the foregoing terms and conditions,
                after the reference date but prior to the date of payment of
                such dividend. Furthermore, the holders of class "A" subordinate
                shares issued further to the exchange shall be entitled to rank
                PARI PASSU with the registered holders of any other class "A"
                subordinate share in connection with any dividends declared
                payable to holders of class "A" subordinate shares registered on
                the relevant reference date, provided always that such reference
                date is later than the exchange date.

                (e)     No subdivision or consolidation of (i) class "A"
                subordinate shares or (ii) class "B" shares may be carried out,
                unless, as the case may be (i), class "B" shares or (ii) class
                "A" subordinate shares are subdivided or consolidated in an
                identical manner.

                (f)     The issue of certificates representing class "A"
                subordinate shares issued further to a class "B" share exchange
                into class "A" subordinate shares shall be subject to no charge
                to holders of class "B" shares carrying out such exchange.
                However, the company shall not be liable nor subject to pay any
                taxes which may be imposed upon the person receiving such class
                "A" subordinate shares issued further to the exchange.

                (g)     Any and all class "B" shares exchanged into class "A"
                subordinate shares further to the foregoing provisions shall be
                cancelled.



                                      - 12 -

                (h)     At the time of the exchange, the issued and paid-up
                share capital account kept for class "B" shares shall be reduced
                and the issued and paid-up share capital account for class "A"
                subordinate shares shall be increased in amounts equal to the
                result obtained by dividing (i) the product obtained by
                multiplying the amount appearing in the issued and paid-up share
                capital account kept for class "B" shares, by the number of
                class "B" shares exchanged by (ii) the aggregate number of
                issued and outstanding class "B" shares immediately prior to
                such exchange.

        3.4     LIQUIDATION; WINDING-UP - In the event of liquidation or
                winding-up of the company, whether voluntary or forced, or any
                other distribution of assets of the company among shareholders
                for the purposes of winding up the company business, class "B"
                shareholders shall be entitled to receive, in proportion to the
                number of class "B" shares which they respectively hold, and
                after payment by the company to class "C" shareholders and
                shareholders of any other class ranking ahead of class "B"
                shareholders for purposes of division of company assets further
                to liquidation or winding-up, any sums declared payable in
                accordance with the following terms, for each class "B" share:
                (i) an amount equal to the average, per class "B" share, of
                amounts allocated to the issued and outstanding share capital
                account kept for class "B" shares, in addition to, based on the
                number of class "B" shares which they respectively hold, (ii)
                any dividends declared on class "B" shares which remain unpaid
                at the time of distribution.

                        Furthermore, class "B" shareholders and class "A"
                subordinate shareholders shall be entitled to share and share
                alike, pari passu, the remaining assets of the company without
                preference or distinction, in proportion to the number of shares
                which they respectively hold.

        3.5     RANK OF CLASS "B" SHARES - Class "B" shares shall take
                preference (i) for purposes of payment of dividends, after class
                "C" shares and shares of any other class ranking ahead of class
                "B" shares, and PARI PASSU with class "A" subordinate shares
                (ii) for purposes of repayment of capital and the payment of any
                declared but unpaid dividend during any distribution further to
                liquidation or winding-up of the company, after class "C" shares
                and the shares of any other class ranking ahead of class "B"
                shares and PARI PASSU with class "A" subordinate shares (iii)
                for purposes of dividing the remaining assets of the company in
                the event of liquidation or winding-up, PARI PASSU with class
                "A" subordinate shares.

        3.6     ISSUANCE OF CLASS "B" SHARES -

                3.6.1   Where any class "B" shares remain outstanding, the
                        company may only issue class "A" subordinate shares
                        provided the holders of class "B" shares consent thereto
                        by special resolution (as defined at article 3.6.5),
                        unless at the time of issuance and in the manner




                                      - 13 -

                        determined by the board of directors, class "B"
                        shareholders are granted the option to subscribe in
                        proportion to the number of class "B" shares they
                        respectively hold (but not including fractions, subject
                        however to article 3.6.2), to a number of class "B"
                        shares such that, were class "B" shareholders to
                        subscribe to all class "B" shares to which they are
                        entitled, the percentage of voting rights attached to
                        issued and outstanding class "B" shares immediately
                        after such subscription, expressed as a ratio of
                        aggregate voting rights attached to all issued and
                        outstanding shares immediately following the issuance of
                        class "A" subordinate shares, would remain the same as
                        immediately prior to such issuance, failing which
                        compensation for each class "B" share shall be paid
                        which is equal to the amount that the company has paid
                        into the issued and paid-up share capital account kept
                        for class "A" subordinate shares for each of the class
                        "A" subordinate shares which it issues at such time.

                3.6.2   The right to subscribe to class "B" shares in accordance
                        with article 3.6.1 may not be assigned, except between
                        holders of class "B" shares at the time any bid is made
                        pursuant to article 3.6.1.

                3.6.3   In the event of issuance of class "A" subordinate shares
                        further to the exercise of options or subscription
                        rights granted by the company, the latter shall offer
                        such subscription rights to the class "B" shareholders
                        referred to at article 3.6.1 upon expiration of the
                        stipulated period to exercise such options or
                        subscription rights. The compensation payable for the
                        issuance of each class "B" share shall consequently be
                        equal to the amount the company pays into the issued and
                        paid-up share capital account reserved for class "A"
                        subordinate shares as compensation for each class "A"
                        subordinate shares issued further to the exercise of
                        such options or subscription rights.

                3.6.4   The right to subscribe to class "B" shares further to
                        article 3.6 shall, however, not apply to the issuance of
                        class "A" subordinate shares:

                        (a)     as share dividends;

                        (b)     solely to employees of the company; or

                        (c)     further to the exchange of class "B" shares for
                        class "A" subordinate shares pursuant to article 3.3.

                3.6.5   For the purposes of article 3.6.1, the expression
                        "special resolution" shall mean a resolution adopted by
                        at least two thirds



                                      - 14 -

                        (2/3) of the votes expressed at a meeting of class "B"
                        shareholders duly convened for such purpose. The
                        formalities to observe with respect to service of the
                        notice of meeting of class "B" shareholders, in addition
                        to the conduct of the meeting and quorum requirements
                        shall comply with the company by-laws governing special
                        shareholder meetings.

        ARTICLE 4 - CLASS "C" SHARES

        The rights, privileges, conditions and limitations attached to class "C"
        shares as a class are as follows.

        4.1     ISSUANCE IN SERIES - (a) Subject to the provisions of the Act,
                class "C" shares may, from time to time, be issued in one or
                more series. The board of directors may from time to time, in
                their entire discretion, prior to share issuance, determine the
                number and the description of shares of each series of class "C"
                shares in addition to the rights, privileges, conditions and
                limitations attached to the shares of any such series of class
                "C" shares, including, without restricting the generality of the
                foregoing (i) the rate and amount of such dividends, the date
                and place for payment of such dividends, and the date commencing
                upon which such dividends shall carry interest (ii) the rate or
                the amount of the premium payable to their respective holders in
                the event of purchase or redemption, and the date commencing
                upon which shares of a series may be subject to redemption, in
                addition to the method of purchase or redemption (iii) the
                conditions applicable to any share purchase options programme in
                relation to one or more series (iv) the conditions applicable to
                any sinking fund created for the benefit of shareholders of one
                or more series (v) the description of shares within any given
                series (vi) the share exchange rights applicable to any
                particular series of shares or any other series or other class
                of shares of the share capital of the company.

                (b)     The rights, privileges, conditions and limitations
                attached to each class "C" share series shall be determined, for
                each series, by resolution of the board of directors, who may
                create such series prior to the issuance of any class "C" share
                of any such series. The issuance of class "C" shares shall be
                subject to approval by board of directors' resolution evidenced
                by a certificate of amendment referring to the amendment which
                creates the share series. Any such resolution of the board of
                directors shall not be subject to ratification by the
                shareholders.

                (c)     Notwithstanding any provision to the contrary contained
                herein, any share of any class "C" share series shall carry the
                same voting rights, conditions and limitations with respect to
                voting.



                                      - 15 -

                (d)     Notwithstanding any contrary provision contained herein,
                where amounts payable as dividends, repayment of capital or
                premium on the repayment of capital are not paid in full, the
                shares of all "C" class series shall participate in the amounts
                payable proportionately to the sums which would be payable in
                the event of full payment.

        4.2     VOTING RIGHTS - Subject to the provisions of the Act, class "C"
                shareholders as a class are not entitled to receive notices of
                meetings nor to assist or vote at either annual or special
                shareholders' meetings of the company .

        4.3     RANK OF CLASS "C" SHARES WITH RESPECT TO DIVIDENDS - Class "C"
                shares shall take preference as a class with respect to the
                payment of dividends, ahead of class "A" subordinate shares,
                ahead of class "B" shares and ahead of shares of any other class
                which ranks after class "C" shares with respect to dividends and
                each series shall rank PARI PASSU with any other series for the
                purpose of receiving dividends.

        4.4     RANK OF CLASS "C" SHARES IN THE EVENT OF LIQUIDATION OR
                WINDING-UP - Class "C" shares as a class shall take preference
                with respect to repayment of the capital and payment of any
                declared dividend which remains unpaid at the time of
                distribution, in the event of liquidation or winding-up, ahead
                of class "A" subordinate shares, ahead of class "B" shares and
                ahead of shares of any other class ranking after class "C"
                shares. The shares of this series shall rank PARI PASSU with
                shares of any other class "C" share series.

        4.5     LIQUIDATION; WINDING-UP - In the event of either voluntary or
                forced liquidation or winding-up of the company business, or any
                other division of assets of the company among its shareholders
                for the purposes of liquidating its business, the holders of
                class "C" shares as a class shall be entitled to receive, prior
                to any distribution of assets of the company to holders of class
                "A" subordinate shares, class "B" shares or shares of any other
                class ranking after class "C" shares with respect to
                distribution of company assets in the event of liquidation or
                winding-up, sums which are due and owing to them pursuant
                hereto, a sum equal to the issue price of such shares or, where
                such shares are redeemable, a sum equal to the redemption price
                in force and effect at the time of distribution and (i) in the
                case of any class "C" cumulative share dividends remaining
                unpaid (whether declared or not) up until the date of
                distribution or (ii) in the case of non-cumulative class "C"
                share dividends, any and all non-cumulative declared dividends
                which remain unpaid as of the date of distribution.

                Class "C" shares do not grant holders any other right to
                participate in the profits or assets of the company.



                                      - 16 -

        4.6     CREATION OR ISSUANCE OF ADDITIONAL SERIES-
                Further to the creation or issuance of an initial series of
                class "C" shares, the board of directors of the company may not
                create or issue any further class "C" shares series unless, on
                the date of creation or issuance as the case may be, (i) any and
                all cumulative dividends payable up until the most recently
                completed financial period inclusively has been declared and
                paid or earmarked for payment to each series of issued and
                outstanding class "C" cumulative dividend shares and (ii) any
                non-cumulative declared and unpaid dividends have been paid or
                earmarked for payment with respect to any non-cumulative
                dividend class "C" share series which are issued and
                outstanding.

        4.7     OTHER TERMS AND CONDITIONS - Upon creation of any class "C"
                share series, the board of directors may grant to any such
                series any other right, privilege, condition or limitation which
                they deem appropriate and which is not contrary to the rights,
                privileges, conditions and limitations attached to any class "C"
                shares as a class.

        ARTICLE 5 - AMENDMENT TO THE ARTICLES

        5.1     AMENDMENT - Shareholders of any class or, subject to article
                5.5, of the series, are entitled to vote separately with respect
                to proposed amendments to the articles of the company for the
                following purposes:

                (a)     change the maximum authorised number of shares of such
                class and to increase the maximum authorised number of shares of
                any other class which grants rights or privileges which are
                equal or superior;

                (b)     have exchanged, re-classified or cancelled all or some
                of the shares of such class in a prejudicial manner;

                (c)     extend, modify or repeal rights, privileges,
                conditions or limitations attached to the shares of such class,
                including but not limited to,

                (i)     revoking or amending the right to accumulated or
                        cumulative dividends in a prejudicial manner,

                (ii)    extending, revoking or amending redemption rights in a
                        prejudicial manner,

                (iii)   reducing or revoking a preference related to dividends
                        or liquidation, or

                (iv)    extending, revoking or modifying in a prejudicial manner
                        rights related to conversion, options, voting rights,
                        transfers, pre-emptive



                                      - 17 -

                        or acquisition rights of securities or provisions
                        related to sinking funds;

                (d)     increase rights or privileges of shares of another class
                which grants rights or privileges equal to or superior to those
                of such class;

                (e)     create a new share class which is equal or superior to
                those of such class;

                (f)     render equal or superior to shares of such class the
                shares of a class which grants lesser rights or privileges;

                (g)     have exchanged in a prejudicial manner all or some of
                the shares of another class against shares of such class and
                create a right for such purpose; or

                (h)     restrict the issuance, transfer or ownership of shares
                of such class or modifying or revoking such restrictions.
        5.2     VOTING RIGHTS - Article 5.1 shall apply even where shares of the
                class grant no voting rights further to company articles, as
                amended from time to time. Where a meeting of shareholders of a
                specific class is held pursuant to article 5, the shareholders
                of a class entitled to vote pursuant to article 5 shall have one
                vote per share.

        5.3     SEPARATE RESOLUTIONS - The adoption of any amendment to the
                articles under article 5.1 is subject to approval by separate
                resolution voted by shareholders of each class entitled to vote
                pursuant to article 5.1. Any approval of the holders of any
                class of shares which is required pursuant to the provisions of
                article 5 shall be deemed to have been validly given where it is
                contained in a resolution adopted by at least three quarters
                (3/4) of the votes expressed at a special meeting of
                shareholders of such class, convened for such purpose by at
                least fourteen (14) days notice, and where the holders of at
                least five percent (5%) of outstanding shares of such class are
                present in person or represented by proxy, constituting thereby
                the quorum. If the holders of at least five percent (5%) of
                outstanding shares of such class are not present or represented
                by proxy thirty (30) minutes after the time scheduled for the
                meeting, the meeting shall be adjourned to a later date which
                falls at least five days later and at least two days prior
                notice of such adjourned meeting shall be given. At any such
                adjourned meeting, the holders of such shares in such class
                present in person or represented by proxy may transact business
                for which the meeting was initially convened and a resolution
                adopted by such meeting by at least three quarters (3/4) of
                votes expressed shall constitute approval of the holders of such
                class of shares mentioned hereinabove for the purposes of
                article 5, whether the quorum referred to SUPRA is present or
                not at the time



                                      - 18 -

                of the adjourned meeting. Any approval granted in accordance
                with the provisions of this article 5.3 shall bind all holders
                of any such share class.

        5.4     EFFECT OF APPROVAL - The procedure provided for at articles 5.1,
                5.2 and 5.3 shall be deemed a compromise or arrangement and
                allow the filing of articles of amendment without any further
                requirement to satisfy formalities set forth in the Act which
                relate to compromises and arrangements.

        5.5     VOTING BY SERIES - The holders of shares of any given series
                shall not be entitled to vote separately, as provided under
                article 5, except with respect to draft amendments described
                above which affect that particular series and not the class as a
                whole.

        ARTICLE 6 - CONVERSION OF COMMON SHARES

        Any and all common shares of the share capital of the company which are
        issued and outstanding immediately prior to these articles of amendment,
        i.e. 1,000,000 shares, are hereby converted into 20,000,000 class "B"
        shares of the share capital of the company, i.e. 20 class "B" shares for
        each common share, such class "B" shares having the rights and
        privileges and being subject to the conditions and limitations described
        in the foregoing articles.

        ARTICLE 7 - CANCELLATION OF SHARES

        Any and all common shares of the share capital of the company which have
        not been issued immediately prior to these articles of amendment are
        hereby cancelled."

III.    Article 6 of the articles of continuance of the company entitled
        "Restrictions on share transfers, where applicable", and Schedule II
        which form an integral part of the articles of continuance of the
        company are hereby replaced by the following:

        "There are no restrictions to transfers of shares of the share capital
        of the company".

IV.     Article 8 of the articles of continuance of the company entitled "Other
        provisions" and Schedule III which form an integral part of the articles
        of continuance of the company are hereby amended by the repeal of
        paragraphs 1 and 2 of Schedule III. Schedule III hereinafter shall only
        be comprised of paragraph 3.




[logo]  Government of Quebec                          CERTIFICATE OF CONTINUANCE
        INSPECTOR GENERAL                             Companies Act
        OF FINANCIAL INSTITUTIONS                     (R.S.Q., c. C-38)

                                                      Part IA


                        I hereby certify that the company

                        SERVICES FARMICO INC.


                        has continued its existence under Part IA of the
                        Companies Act, as indicated in the articles of
                        continuance attached herewith.

                        Dated 1986 01 27


[seal +logo]
Government of Quebec                                [signed] Jean-Marie Bouchard
INSPECTOR GENERAL OF                 Inspector General of Financial Institutions
FINANCIAL INSTITUTIONS



[logo]  Government of Quebec
        INSPECTOR GENERAL
        OF FINANCIAL INSTITUTIONS

                                                         Form 7
                                                         ARTICLES OF CONTINUANCE
                                                         Companies Act
                                                         Part 1A

1  Name or enterprise number

SERVICES FARMICO INC.

2  Judicial district in      3  Precise number or   4  Effective date if later
Quebec where the head        minimum and maximum    than that on which the
office is to be situated     number of directors    documents are filed

     Longueuil             one (1) to fifteen (15)

5  Share capital description

See Schedule I forming an integral part of this Form 7.

6  Restrictions on the transfer of shares, if applicable

See Schedule II forming an integral part of this Form 7.

7  Limits on activity, if applicable

None

8  Other provisions

See Schedule III forming an integral part of this Form 7.

9  Name (or enterprise number) prior to the continuance, if different than the
one mentioned in section 1.


Signature of                                Function of
authorised director   [signed] Jean Coutu   signatory     President and Director
                    ----------------------               -----------------------
                          Jean Coutu

________________________________________________________________________________
For official use only                                                  1331-7425

[logo]
Government of Quebec
Filed on
1986-01-27
Inspector General of Financial Institutions


C-217 (83-04)



                                   SCHEDULE I

5 - SHARE CAPITAL DESCRIPTION

[Schedule I to the articles of continuance - Form 7 (Part 1A of the Companies
Act) of SERVICES FARMICO INC.]

An unlimited number of common shares without par value, of which one million
[1 000 000] common shares of the share capital of the Company are issued and
outstanding.

COMMON SHARES

The common shares shall have the following rights and privileges and shall be
subject to the following conditions, restrictions and limitations:

1.      The holders of common shares shall have the right to receive notices of
        meetings and to attend and vote at all meetings of the shareholders of
        the Company and each common share shall confer to its holder the right
        to one (1) vote to be exercised in person or by proxy at all meetings of
        the shareholders of the company.

2.      The holders of common shares shall be entitled to receive each year, at
        the discretion of the directors, dividends which may be paid in monies
        or in property or by the issue of fully paid shares of the Company, at
        the discretion of the directors.

3.      In the event of the dissolution or liquidation of the Company or other
        distribution of its assets, intentional or forced, the holders of common
        shares shall be entitled to receive the remaining assets of the Company,
        in proportion to the number of shares which they respectively hold.



                                   SCHEDULE II

6 - RESTRICTIONS ON THE TRANSFER OF SHARES

[Schedule II of the articles of continuance - Form 7 (Part 1A of the Companies
Act) of SERVICES FARMICO INC.]

No shares of the Company shall be transferred or assigned without the consent of
the majority of the directors, expressed and certified by a resolution appearing
on record of the Board of directors.



                                  SCHEDULE III

8 - OTHER PROVISIONS

[Schedule III of the articles of continuance - Form 7 (Part 1A of the Companies
Act) of SERVICES FARMICO INC.]

1.      The number of the Company's shareholders shall be limited to fifty (50),
        not including persons who are or were in the employment of the Company
        or of a subsidiary of the Company, two (2) or more persons holding one
        (1) or more shares jointly being counted as a sole shareholder.

2.      Any invitation to the public for the subscription or the offering of
        securities issued by the Company is prohibited.

3.      When they deem it necessary, the directors of the Corporation may:

        (a)     borrow money upon the credit of the Company;

        (b)     issue bonds or other securities of the Company and pledge or
                sell them at prices and for amounts deemed appropriate;

        (c)     notwithstanding the provisions of the Civil Code, mortgage,
                hypothecate or pledge any movable or immovable property, present
                or future, of the Company, to secure the payment of the said
                bonds or other securities, or provide a part only of the
                guarantees for the same purposes; and establish the mortgage,
                hypothec or pledge mentioned above by way of a trust deed, in
                accordance with the provisions of the Special Corporate Powers
                Act (R.S.Q. 1977, c. P-16), or in any other way permissible by
                law in Canada or in one of its provinces; and

        (d)     mortgage or hypothecate the immovables or pledge or otherwise
                charge the movable property of the Company, or give guarantees
                to secure the payment of the loans made in a manner other than
                by the issue of bonds, as well as the payment or performance of
                any other debt, contract or undertaking of the Company.

The directors of the Company may, by resolution or by-law, delegate the powers
referred to in the preceding subparagraphs to any director or officer of the
Company, to such extent and in such manner as may be set out in the resolution
or by-law.

EX-3.3

                                                                     Exhibit 3.3

                     RESOLUTION DU CONSEIL D'ADMINISTRATION
                                       de
                              SERVICES FARMICO INC.

RESOLU:

                     Que le reglement suivant soit decrete:

                                 REGLEMENT NO UN

          Un reglement general se rapportant a la reglementation des affaires de
SERVICES FARMICO INC.

          QU'IL SOIT DECRETE par les presentes, a titre de Reglement Numero UN
de SERVICES FARMICO INC. (ci-apres designee comme la "Compagnie"), ce qui suit:

          QUE tous les reglements anterieurs de la Compagnie, a l'exception du
Reglement Douzieme (reglement bancaire) et du Reglement Numero 1985 (reglement
autorisant la continuation), soient et sont par les presentes abroges et
remplaces comme suit:

                          DEFINITIONS ET INTERPRETATION

1.        Dans ce reglement et tous les autres reglements de la Compagnie, a
moins que le contexte ne s'y oppose:

     [a]  "Loi" designe la Loi sur les compagnies de la province de Quebec
          [L.R.Q. 1977, c. C-38], telle qu'amendee et toute loi pouvant y etre
          substituee; en cas de modification ou de substitution, toute reference
          contenue aux reglements de la Compagnie sera interpretee comme une
          reference aux dispositions de la Loi telle que modifiees ou
          substituees;

     [b]  "statuts" designent les statuts de constitution de la Compagnie ainsi
          que toutes les modifications y apportees subsequemment;

     [c]  "reglements" designent le present reglement ainsi que tous les autres
          reglements de la Compagnie en vigueur;

     [d]  les termes employes au singulier seulement comprennent le pluriel et
          vice-versa; ceux employes au masculin comprennent le feminin et
          vice-versa; les expressions designant des personnes physiques



          designent egalement des personnes morales, societes, compagnies,
          syndicats, fiducies et tout autre groupement de personnes physique ou
          morales;

     [e]  les titres de ce reglement n'apparaissent que pour en faciliter la
          consultation et ne doivent pas etre consideres dans l'interpretation
          des dispositions du reglement et l'on ne doit pas presumer qu'ils
          modifient ou expliquent la portee ou le sens desdites expressions ou
          dispositions;

     [f]  sous reserve de ce qui precede, les definitions prevues a la Loi
          s'appliquent au reglement.

                                  SIEGE SOCIAL

2.        La Compagnie maintient en permanence un siege social dans la province
de Quebec, dans le district judiciaire indique a ses statuts. La Compagnie peut
changer l'adresse de son siege social dans les limites du district judiciaire
indique a ses statuts par resolution des administrateurs. Elle peut de plus
transferer son siege social dans un autre district judiciaire en modifiant ses
statuts et cette modification prendra effet a compter de la date du certificat
de modification l'attestant.

                                SCEAU CORPORATIF

3.        La Compagnie peut avoir un ou plusieurs sceaux corporatifs que le
Conseil d'administration adopte et change par resolution, quand il le juge
opportun.

                                 ADMINISTRATEURS

4.        NOMBRE ET FONCTIONS.  Les affaires de la Compagnie sont administrees
par un Conseil d'administration qui consiste en un nombre precis, ou un nombre
minimal et un nombre maximal, d'administrateurs tel qu'enonce aux statuts.
Toutefois, lorsque des valeurs mobilieres de la Compagnie ont ete emises par
voie de distribution publique et sont en circulation, le Conseil
d'administration se compose d'au moins trois [3] administrateurs.



5.        QUALIFICATIONS.  Sauf disposition contraire des statuts, il n'est pas
necessaire d'etre actionnaire ou resident du Canada ou du Quebec pour etre
administrateur de la Compagnie. Par ailleurs, peuvent etre administrateurs
toutes personnes physiques, a l'exception des personnes agees de moins de
dix-huit [18] ans, des interdits, des faibles d'esprit declares incapables par
un tribunal, meme d'une autre province ou d'un autre pays et des faillis non
liberes.

6.        REMPLACEMENT.  S'il survient une vacance au sein du Conseil
d'administration, a moins que la vacance n'ait ete comblee lors d'une assemblee
des actionnaires, les administrateurs peuvent y pourvoir, en nommant aux postes
vacants, pour le reste du terme, des personnes possedant les qualites requises.

7.        DUREE DU MANDAT.  Le mandat d'un administrateur debute a la date de
l'assemblee a laquelle il est elu ou nomme et expire a la date de l'assemblee
annuelle suivant son election ou sa nomination ou, si une election d'administra-
teurs n'a pas lieu a telle assemblee ou si telle assemblee n'a pas lieu, a la
date a laquelle son successeur est elu ou nomme ou plus tot s'il decede ou
demissionne ou s'il est destitue, a moins que son mandat ne prenne fin avant
terme pour toute autre raison.

8.        CESSATION DES FONCTIONS.  Le poste d'un administrateur devient ipso
facto vacant:

     [a]  s'il decede,

     [b]  s'il demissionne de son poste par avis ecrit, cette demission prenant
          effet conformement a ses termes ou, a defaut de precision sur ce
          point, immediatement,

     [c]  s'il est destitue de son poste par resolution des actionnaires
          conformement aux dispositions de la Loi ou

     [d]  s'il perd les qualites requises, le cas echeant, pour etre
          administrateur.

9.        ELECTION.  Les administrateurs sont elus par les actionnaires, par
resolution ordinaire adoptee a une assemblee generale, par une simple majorite
des votes a main levee, sauf lorsqu'un vote au scrutin est exige, auquel cas
l'election se fait par scrutin. Un actionnaire peut exiger un vote au scrutin
avant ou apres tout vote a main levee.



Un administrateur sortant demeure en fonction jusqu'a l'ajournement ou la fin de
l'assemblee a laquelle son successeur est elu, a moins que l'assemblee n'ait ete
convoquee en vue de le destituer a titre d'administrateur, auquel cas le poste
de l'administrateur devient vacant sur adoption d'une resolution ayant pour
objet sa destitution.

                                   VALIDATION

10.       Tous les actes poses a une reunion des administrateurs par une ou
plusieurs personnes agissant comme administrateur auront, nonobstant la
decouverte subsequente d'une irregularite dans la nomination d'une ou de
plusieurs de ces personnes, ou de sa ou de leur disqualification comme
administrateur, la meme validite que si cette ou ces personnes en question
avait[ent] ete regulierement nommee[s] comme administrateur et possedait[ent]
les qualites requises pour agir comme tel.

                          REUNIONS DES ADMINISTRATEURS

11.       LIEU DES REUNIONS.  Les reunions du Conseil d'administration se
tiennent au siege social de la Compagnie ou a tout autre endroit que determinent
les administrateurs. Une reunion du Conseil d'administration peut etre convoquee
en tout temps par le president du Conseil d'administration, tout vice-president,
le secretaire ou par deux [2] administrateurs ou plus.

12.       AVIS.  Un avis de l'heure, de la date et du lieu de toute reunion doit
etre communique de vive voix ou remis ou expedie par la poste, par telegramme,
par cablogramme ou par telex a chaque administrateur, a sa derniere adresse
apparaissant aux registres de la Compagnie, au moins cinq [5] jours ouvrables
[en ne tenant pas compte de la date a laquelle l'avis est donne ou remis ou
expedie, mais incluant le jour de convocation] avant la date de la reunion.

          La premiere reunion du Conseil d'administration suivant immediatement
l'election des administrateurs a une assemblee annuelle ou speciale des
actionnaires peut avoir lieu sans avis aux administrateurs nouvellement elus ou
nommes pour que telle reunion puisse valablement deliberer, pourvu qu'un quorum
y soit present.



13.       RENONCIATION A L'AVIS.  Les reunions du Conseil d'administration
peuvent etre tenues en tout temps sans avis si tous les administrateurs
renoncent a l'avis. Un administrateur peut, de vive voix, par telegramme, par
cablogramme, par telex ou au moyen de tout autre ecrit expedie au siege social
de la Compagnie ou par tout autre moyen, renoncer a l'avis de convocation d'une
reunion des administrateurs ou a toute derogation dans l'avis ou la tenue de la
reunion. Une telle renonciation peut etre valablement donnee avant ou apres la
reunion. Le fait pour un administrateur d'assister a une reunion des
administrateurs constitue une renonciation a l'avis de convocation de cette
reunion, sauf lorsqu'un administrateur y assiste dans le but expres de s'opposer
a la tenue de la reunion en invoquant l'irregularite de sa convocation.

14.       PARTICIPATION PAR TELEPHONE.  Les administrateurs peuvent, avec le
consentement de tous les administrateurs de la Compagnie [obtenu soit avant,
pendant ou apres la reunion], participer a une reunion du Conseil
d'administration a l'aide de moyens permettant a tous les participants de
communiquer entre eux, notamment par telephone. Ils sont alors reputes avoir
assiste a cette reunion.

15.       AJOURNEMENT.  Le president du Conseil d'administration peut, avec le
consentement des administrateurs presents, ajourner toute reunion des
administrateurs jusqu'a une date et a l'endroit qu'il determine, sans qu'il ne
soit necessaire d'en donner un nouvel avis aux administrateurs. Toute
prorogation d'une reunion peut valablement deliberer si elle est tenue selon les
modalites prevues lors de l'ajournement et pourvu qu'il y ait quorum. Les
administrateurs constituant le quorum lors de la reunion initiale ne sont pas
tenus de constituer le quorum lors de la reprise de la reunion. S'il n'y a pas
quorum a la reprise de la reunion, la reunion initiale sera reputee avoir pris
fin au moment de son ajournement.

16.       QUORUM.  Sous reserve des statuts, la majorite des administrateurs
alors en fonction constituent un quorum pour la disposition des affaires de la
Compagnie. Sous reserve du paragraphe 13 de ce Reglement, les administrateurs ne
peuvent traiter une affaire que si le quorum du Conseil est present a la reunion
des administrateurs.

17.       VOTE.  Les questions debattues lors d'une reunion du Conseil
d'administration sont decidees par la majorite des voix exprimees. En cas de
partage des voix, le president du Conseil a droit a un [1] vote preponderant.



18.       RESOLUTION TENANT LIEU DE REUNION.  Les resolutions ecrites, signees
par tous les administrateurs habiles a voter sur ces resolutions lors des
reunions du Conseil ou du comite executif, le cas echeant, ont la meme valeur
que si elles avaient ete adoptees au cours de ces reunions.

          Un exemplaire de ces resolutions doit etre conserve avec les
proces-verbaux des deliberations du Conseil ou du comite executif, selon le cas.

                                  REMUNERATION

19.       Sous reserve des dispositions de tout contrat d'emploi entre les
officiers et la Compagnie, le Conseil d'administration peut fixer par resolution
la remuneration versee aux administrateurs, laquelle sera en plus des
traitements verses a tout officier de la Compagnie qui est en meme temps membre
du Conseil d'administration. De plus, les administrateurs peuvent, par
resolution, accorder une remuneration particuliere a tout administrateur qui
entreprend pour le compte de la Compagnie quelque service special autre que le
travail auquel un administrateur est normalement tenu envers la Compagnie. Il
n'est pas obligatoire d'obtenir la confirmation des actionnaires de cette
resolution. Les administrateurs ont aussi le droit d'etre rembourses pour les
frais de deplacement et tous autres frais qu'ils ont raisonnablement encourus
dans l'exercice de leurs fonctions d'administrateurs de la Compagnie.

                    SOUMISSION DE CONTRATS OU DE TRANSACTIONS
                        A L'APPROBATION DES ACTIONNAIRES

20.       Le Conseil d'administration peut, a sa discretion, soumettre tout
contrat, acte ou transaction pour en obtenir l'approbation, la ratification ou
la confirmation a toute assemblee generale ou speciale des actionnaires,
convoquee a cette fin. Tout contrat, acte ou transaction approuve, ratifie ou
confirme par resolution adoptee par la majorite des voix exprimees a une telle
assemblee [sauf si la Loi, les statuts ou tout autre reglement de la Compagnie
impose des exigences differentes] a la meme valeur et lie la Compagnie et ses
actionnaires comme s'il avait ete approuve, ratifie ou confirme par chacun des
actionnaires de la Compagnie.



                  INDEMNISATION ET EXCLUSION DE RESPONSABILITE

21.       Tout administrateur ou officier de la Compagnie ou ses heritiers,
executeurs testamentaires et administrateurs, est tenu indemne et a couvert de
tous frais, charges et depenses encourus a l'occasion d'une action, poursuite ou
procedure intentee ou exercee contre lui, pour un acte pose dans l'exercice de
ses fonctions, a l'exception de ceux qui resultent d'une faute lourde ou d'une
faute personnelle separable de l'exercice de ses fonctions.

          Toutefois, lors d'une poursuite penale ou criminelle, la  Compagnie
n'assume que le paiement des frais et des depenses de son mandataire qui avait
des motifs raisonnables de croire que sa conduite etait conforme a la Loi ou le
paiement des depenses de son mandataire qui a ete libere ou acquitte.

          Aucun administrateur de la Compagnie ne sera tenu responsable des
actes, negligences ou omissions d'un autre administrateur ni d'avoir participe a
des actes entrainant une perte, un dommage ou une depense a la Compagnie, de
quelque facon que ce soit, s'il etait absent a la reunion du conseil ou du
comite executif qui a pris la decision de poser de tels actes ou a neglige de
poser les actes requis, ou si sa dissidence a ete consignee au proces-verbal.

          Aucun officier de la Compagnie ne sera tenu responsable des actes,
negligences ou omissions d'un autre officier ou employe de la Compagnie, ni
d'avoir participe a des actes entrainant une perte, un dommage ou une depense a
la Compagnie, de quelque facon que ce soit, a moins que cette perte, dommage ou
depense ne resulte d'une faute lourde ou de sa mauvaise foi.

                                    OFFICIERS

22.       NOMINATION DES OFFICIERS.  Le Conseil d'administration peut,
annuellement ou lorsqu'il y est tenu, elire parmi les administrateurs un
president du Conseil et un president et nommer un secretaire et, s'il le juge a
propos, il peut egalement nommer un ou plusieurs vice-presidents, un tresorier
et un ou plusieurs secretaires-adjoints ou un ou plusieurs tresoriers-adjoints.
Une meme personne peut occuper deux ou plusieurs postes. Si la meme personne
cumule les fonctions de secretaire et tresorier, cette personne peut etre
designee comme le secretaire-tresorier. Le Conseil



d'administration peut, lorsqu'il le juge opportun, creer d'autres postes et
nommer pour les occuper les officiers, employes ou mandataires qu'il juge
qualifies, lesquels exerceront les pouvoirs et rempliront les fonctions et
devoirs que le Conseil d'administration pourra leur designer par resolution.

23.       QUALIFICATIONS.  Sous reserve des statuts, il n'est pas necessaire que
les officiers soient actionnaires de la Compagnie ou residents du Canada ou du
Quebec.

24.       REMUNERATION ET DESTITUTION DES OFFICIERS.  Sous reserve des statuts,
le Conseil d'administration peut, par resolution, determiner la remuneration de
tout officier, employe et mandataire elu ou nomme par le Conseil
d'administration. Le fait qu'un officier, employe ou mandataire soit
administrateur ou actionnaire de la Compagnie ne l'empeche pas de recevoir une
remuneration. Le Conseil d'administration peut, par resolution, destituer en
tout temps tout officier, employe ou mandataire avec ou sans motif, sous reserve
de ses droits en vertu d'un contrat d'emploi entre ce dernier et la Compagnie.

25.       EXECUTION DES DEVOIRS DES OFFICIERS.  En l'absence, l'incapacite ou
le refus d'agir de tout officier de la Compagnie ou pour tout autre motif que le
Conseil d'administration juge suffisant, le Conseil peut deleguer tout ou partie
des pouvoirs de cet officier a tout autre officier ou administrateur.

26.       PRESIDENT DU CONSEIL.  Un president du Conseil d'administration peut
etre choisi parmi les administrateurs. Il preside a toutes les reunions du
Conseil d'administration et a toute assemblee generale annuelle ou speciale des
actionnaires de la Compagnie et exerce les pouvoirs et autres fonctions que les
administrateurs peuvent determiner.

27.       PRESIDENT.  Le president est le principal officier executif de la
Compagnie et a en charge la direction generale de l'entreprise et des affaires
de la Compagnie. En l'absence du president du Conseil, le president doit
presider toute reunion du Conseil d'administration et toute assemblee des
actionnaires. Il doit signer tout contrat, document ou acte necessitant sa
signature, ainsi qu'exercer les pouvoirs et remplir les fonctions que le Conseil
d'administration peut lui confier par resolution ou qui sont inherents a sa
charge.

28.       VICE-PRESIDENT.  Le vice-president ou, s'il y en a plus d'un, les
vice-presidents, par ordre d'anciennete, exercent les pouvoirs et s'acquittent
de tous les devoirs du



president en l'absence, l'incapacite ou le refus d'agir de celui-ci. Toutefois,
s'il n'est pas administrateur, un vice-president ne peut presider une assemblee
des actionnaires a titre de president. Le vice-president, ou, s'il y en a plus
d'un, les vice-presidents par ordre d'anciennete, doivent signer tout contrat,
document ou acte requerant leur signature, ainsi qu'exercer les pouvoirs et
remplir les fonctions que le Conseil d'administration peut leur confier par
resolution ou qui sont inherents a leur charge.

29.       SECRETAIRE.  Le secretaire doit donner avis de toute reunion du
Conseil d'administration et de ses comites et de toute assemblee des
actionnaires lorsque tenu de le faire. Il a la garde des registres et du sceau
corporatif de la Compagnie. Il doit signer tout contrat, document ou acte
necessitant sa signature ainsi qu'exercer les pouvoirs et remplir les fonctions
que le Conseil d'administration peut lui confier par resolution ou qui sont
inherents a sa charge.

30.       TRESORIER.  Sous reserve des dispositions de toute resolution du
Conseil d'administration, le tresorier a la garde et la responsabilite des fonds
et des valeurs mobilieres de la Compagnie, et il doit les deposer au nom de la
Compagnie aupres de la banque ou aupres de toute autre institution financiere
que le Conseil d'administration peut designer par resolution. Il doit dresser,
maintenir et conserver des livres de comptes et registres comptables adequats.
Il doit signer tout contrat, document ou acte necessitant sa signature ainsi
qu'exercer les pouvoirs et remplir les fonctions que le Conseil d'administration
peut lui confier par resolution ou qui sont inherents a sa charge. Il peut etre
appele a fournir un cautionnement pour garantir ses obligations, cautionnement
que le Conseil d'administration peut, a sa discretion absolue, fixer. Aucun
administrateur ne sera tenu responsable en raison du defaut d'exiger un tel
cautionnement ou de son insuffisance ou de toute perte decoulant du defaut de
la Compagnie de recevoir un tel cautionnement.

31.       SECRETAIRE-ADJOINT ET TRESORIER-ADJOINT.  Le secretaire-adjoint ou,
s'il y en a plus d'un, les secretaires-adjoints par ordre d'anciennete, et le
tresorier-adjoint ou, s'il y en a plus d'un, les tresoriers-adjoints par ordre
d'anciennete, s'acquittent des devoirs du secretaire et du tresorier
respectivement, en leur absence ou en leur-incapacite d'agir, selon le cas. Le
secretaire-adjoint ou les secretaires-adjoints, et le tresorier-adjoint ou les
tresoriers-adjoints, doivent signer tout contrat, document ou acte necessitant
leur signature respective, ainsi qu'exercer tout autre pouvoir et remplir les
fonctions que le Conseil d'administration peut leur confier par resolution ou
qui sont inherents a leur charge.



                              ADMINISTRATEUR-GERANT

32.       Le Conseil d'administration peut, quand il le juge opportun, nommer
parmi ses membres un administrateur-gerant [ou directeur general]. Le Conseil
peut lui deleguer tous les pouvoirs du Conseil d'administration, sauf ceux que
la Loi reserve au Conseil d'administration ou aux actionnaires reunis en
assemblee generale. Il exerce tous les pouvoirs et les fonctions que peuvent
prescrire, par resolution, les administrateurs et son mandat peut etre donne en
termes generaux ou specifiques. Il doit, quand cela est raisonnable, donner aux
administrateurs ou a l'un d'entre eux, tout renseignement necessaire
relativement aux affaires de la Compagnie. Tout mandataire ou employe nomme par
l'administrateur-gerant peut etre congedie par le Conseil d'administration.

                                     COMITES

33.       Le Conseil d'administration pourra creer et etablir un ou des
comite[s] compose[s] d'un ou plusieurs administrateur[s] et pourra deleguer a
ces comites l'un ou plusieurs des pouvoir[s] devolu[s] aux administrateurs par
la Loi, a l'exception des pouvoirs specifiquement reserves au Conseil
d'administration en vertu de la Loi. A moins que le Conseil d'administration
n'en decide autrement, un tel comite aura le pouvoir de decider de son quorum,
d'elire son President et d'assurer la bonne marche de ses operations.

34.       COMITE EXECUTIF.  Le Conseil d'administration, lorsqu'il se compose de
plus de six [6] administrateurs, peut creer un Comite executif de la Compagnie.
Le Comite executif doit etre compose d'au moins trois [3] administrateurs. Les
membres du Comite executif seront nommes par le Conseil d'administration et
doivent, pour etre eligibles, demeurer administrateurs pendant toute la duree de
leur mandat.

          Le Comite executif exercera tous les pouvoirs et l'autorite que le
Conseil d'administration pourra lui deleguer. Il exercera tous les pouvoirs du
Conseil d'administration entre les assemblees du Conseil d'administration. Le
Comite executif devra faire rapport de toutes ses actions et deliberations a
l'assemblee suivante du Conseil d'administration, mais toute obligation ou droit
confere a quiconque par le Comite executif sera valide et engagera la
responsabilite de la Compagnie.



35.       COMITE DE VERIFICATION.  Le Conseil d'administration pourra elire un
Comite de verification compose du nombre d'administrateurs fixe par resolution
du Conseil d'administration. Le Conseil d'administration decidera cependant des
droits et devoirs conferes a ce comite. Les membres du Comite de verification
seront nommes et pourront etre destitues par le Conseil d'administration et
devront demeurer administrateur pendant toute la duree de leur mandat.

36.       PROCEDURE.  Le President de chaque Comite ou, en son absence, un
membre du comite, pourra convoquer une assemblee de l'un des comites. A moins
que le Conseil d'administration n'en decide autrement, chacun des comites
determinera le nombre de ses membres qui en constituent le quorum, nombre qui ne
pourra etre inferieur a la majorite des membres, elira son President et decidera
de la procedure a adopter. Un comite peut exercer ses pouvoirs soit lors d'une
assemblee a laquelle un quorum de ses membres est present ou par resolution
ecrite signee par tous les membres du comite qui ont droit de vote.

                           ASSEMBLEE DES ACTIONNAIRES

37.       ASSEMBLEE ANNUELLE.  L'assemblee annuelle des actionnaires de la
Compagnie a lieu chaque annee au siege social de la Compagnie ou a tout autre
endroit designe dans l'avis de convocation de l'assemblee, a la date et a
l'heure que les administrateurs pourront determiner par resolution.

38.       ASSEMBLEES SPECIALES.  Toute autre assemblee des actionnaires peut
etre convoquee sur ordre du president du Conseil, du president ou d'un
vice-president egalement administrateur ou par le Conseil d'administration, et
etre tenue a l'heure et au lieu designes a l'avis de convocation.

          Sur reception par le secretaire de la Compagnie d'une demande ecrite,
signee par les detenteurs d'au moins dix pour cent [10%] des actions emises et
en circulation du capital-actions de la Compagnie et comportant droit de vote,
indiquant les objets de l'assemblee projetee, les administrateurs ou, s'ils ne
sont pas en nombre suffisant pour former un quorum, l'administrateur ou les
administrateurs en fonction, doivent immediatement convoquer une assemblee
generale speciale de la Compagnie pour l'expedition de l'affaire mentionnee a la
demande.

          Si l'assemblee generale speciale n'est pas convoquee et tenue dans les
vingt et un [21] jours a compter de la date a laquelle la demande de convocation
a ete deposee au



siege social de la Compagnie, tous actionnaires, signataire de la demande ou
non, possedant au moins dix pour cent [10%] des actions emises et en circulation
du capital-actions de la Compagnie et comportant droit de vote, peut convoquer
cette assemblee.

39.       LIEU DES ASSEMBLEES.  Les assemblees des actionnaires de la Compagnie
sont tenues au siege social de la Compagnie ou en tout autre lieu designe a
l'avis de convocation de l'assemblee, dans la province de Quebec, a moins qu'un
autre endroit n'ait ete fixe par resolution des administrateurs. Nonobstant ce
qui precede, une assemblee des actionnaires peut etre tenue hors du Quebec si
tous les actionnaires fondes a voter lors de ladite assemblee y consentent. Un
actionnaire qui assiste a une assemblee des actionnaires tenue hors du Quebec
est repute y avoir consenti sauf lorsqu'il y assiste dans le but expres de
s'opposer a la tenue de l'assemblee pour motif d'irregularite de sa convocation.

40.       AVIS.  Un avis imprime, ecrit ou dactylographie precisant la date,
l'heure et le lieu d'une assemblee et le caractere general des affaires devant y
etre traitees doit etre expedie par messager ou par la poste dans une enveloppe
dument affranchie, aux actionnaires qui ont droit d'assister a cette assemblee,
vingt et un [21] jours au moins et cinquante [50] jours au plus avant la tenue
de l'assemblee. Si un tel avis est signifie par la poste, il doit etre envoye a
la derniere adresse du destinataire, telle qu'elle apparait aux registres de la
Compagnie. Si l'adresse d'un actionnaire n'apparait pas aux registres, l'avis
peut etre delivre par messager ou par la poste a l'adresse ou, de l'avis de
l'expediteur, il est le plus susceptible de parvenir a cet actionnaire dans les
meilleurs delais. Tout actionnaire, tout fonde de pouvoir de tout actionnaire et
le verificateur de la Compagnie peuvent renoncer par telegramme, cablogramme,
telex ou tout autre ecrit adresse a la Compagnie ou de toute autre maniere a
tout avis d'une assemblee des actionnaires ou a toute derogation dans la tenue
de l'assemblee ou de l'avis de convocation, et une telle renonciation peut etre
valablement donnee avant ou apres l'assemblee pour laquelle l'avis a ete donne.

41.       ACTIONNAIRES INSCRITS.  La liste des actionnaires qui fera foi quant
du droit d'un actionnaire de recevoir avis d'une assemblee sera la liste des
actionnaires telle qu'elle existait a la fermeture des bureaux, cinq [5] jours
ouvrables avant le jour d'expedition de l'avis; la date d'inscription aux fins
d'etablir les personnes ayant droit de vote a une assemblee des actionnaires
sera celle de l'assemblee; et la



liste des actionnaires faisant foi du droit de certaines personnes de recevoir
les etats financiers de la Compagnie sera la liste telle qu'elle existait a la
fermeture des bureaux le jour de l'adoption de la resolution approuvant les
etats financiers.

42.       VOTE A MAIN LEVEE.  Le vote lors d'une assemblee des actionnaires doit
se faire a main levee a moins qu'un actionnaire fonde a y voter exige un vote au
scrutin. Un actionnaire peut exiger un vote au scrutin avant ou apres tout vote
a main levee.

43.       IRREGULARITES.  Les irregularites relatives a l'avis de convocation ou
son expedition, l'omission involontaire de donner un tel avis ou le fait qu'un
tel avis ne parvienne pas a un actionnaire n'affectent en rien la validite
d'une assemblee des actionnaires. De plus, l'omission involontaire d'un des
sujets devant etre mentionnes a l'avis de convocation comme etant a l'ordre du
jour de l'assemblee, n'empeche pas l'assemblee de considerer cette affaire a
moins qu'il n'en resulte un prejudice serieux pour un actionnaire ou que ses
interets ne risquent d'etre leses. Un certificat du secretaire ou de tout autre
dirigeant dument autorise de la Compagnie ou de tout registraire ou agent de
transfert d'actions de la Compagnie constitue une preuve irrefragable de l'envoi
d'un avis de convocation aux actionnaires et lie chacun des actionnaires.

44.       DROIT DE VOTE.  Sous reserve des statuts et des reglements, chaque
actionnaire, a toutes les assemblees des actionnaires, a droit a autant de votes
qu'il possede d'actions de la Compagnie comportant droit de vote, et il peut
voter par fonde de pouvoir. Aucun actionnaire, qui doit des arrerages suite a un
appel de versement, n'a le droit de voter a une assemblee.

45.       EXERCICE DU DROIT DE VOTE.  Toute question soumise a une assemblee des
actionnaires doit etre decidee en premiere instance par vote a main levee a
moins qu'un vote au scrutin ne soit demande. En cas d'egalite des voix, le
president de l'assemblee, que ce soit un vote a main levee ou par scrutin
secret, a droit a un [1] second vote decisif en plus du ou des votes auxquels il
a droit a titre d'actionnaire.

          Dans toute assemblee generale, a moins qu'un vote ne soit demande, la
declaration par le president de l'assemblee qu'une resolution a ete adoptee a
l'unanimite ou adoptee par une majorite precise ou rejetee a l'unanimite ou par
une majorite precise, et une entree faite a cet effet dans les



proces-verbaux de la Compagnie constituent la preuve de ce fait, sans qu'il ne
soit necessaire de prouver la quantite ou la proportion des votes enregistres en
faveur ou contre cette resolution.

          Le president d'assemblees doit presider toute assemblee generale
annuelle ou speciale des actionnaires de la Compagnie. S'il n'y a pas de
president d'assemblees ou s'il est absent, le president de la Compagnie preside
de droit et en son absence ce droit est devolu au vice-president.

          Si, a une assemblee, aucun des officiers susmentionnes n'est present
dans les trente [30] minutes qui suivent l'heure fixee pour la tenue de
l'assemblee, les actionnaires presents doivent choisir l'un d'entre eux pour
remplir les fonctions de president de cette assemblee.

          Si le scrutin est demande a une assemblee pour l'election d'un
president ou sur la question d'ajournement ou de fin de l'assemblee, on doit y
proceder incessamment et sans ajournement. Si le scrutin est demande pour toute
autre question ou pour l'election des administrateurs, on doit y proceder seance
tenante ou plus tard au cours de l'assemblee, de la maniere designee par le
president. Le resultat d'un scrutin est presume etre la resolution de
l'assemblee a laquelle ledit scrutin est demande. Une demande de scrutin peut
etre retiree.

          Le president d'assemblees pourra nommer un ou plusieurs scrutateurs.
Il n'est pas necessaire que les scrutateurs soient actionnaires.

          Lorsqu'une personne est detenteur d'actions a titre de veritable
proprietaire, cette personne ou son fonde de pouvoir est la personne fondee a
voter a toute assemblee des actionnaires a l'egard des actions qu'elle detient.

          Lorsqu'une personne nantit ou hypotheque ses actions, cette personne
ou son fonde de pouvoir est la personne fondee a voter a toute assemblee des
actionnaires a l'egard de telles actions a moins que, dans l'acte creant le
nantissement ou l'hypotheque, elle n'ait expressement donne pouvoir a la
personne detenant le nantissement ou l'hypotheque de voter a l'egard de telles
actions, le cas echeant, et sous reserve de la Loi et des statuts de la
Compagnie, le detenteur du nantissement ou de l'hypotheque ou son fonde de
pouvoir est la personne fondee a voter a l'egard des actions ainsi nanties ou
hypothequees.



          Lorsque deux ou plusieurs personnes detiennent conjointement une meme
action, l'une ou l'autre des deux personnes assistant a l'assemblee des
actionnaires est fondee, en l'absence de l'autre, a voter a l'egard de cette
action. Toutefois, si plus d'une personne assiste personnellement ou par
procuration et vote, elles doivent voter ensemble a l'egard de cette action
qu'elles detiennent conjointement.

46.       PROCURATIONS.  Un actionnaire fonde a voter lors d'une assemblee
d'actionnaires peut exercer ce droit au moyen d'une procuration ecrite, en
nommant un fonde de pouvoir et un ou plusieurs fondes de pouvoir suppleants, qui
ne sont pas tenus d'etre actionnaires, aux fins d'assister a l'assemblee et d'y
agir de la maniere et dans la mesure qu'autorise cette procuration, et avec
l'autorite que celle-ci leur confere. Un fonde de pouvoir d'un actionnaire
absent n'a pas le droit de voter a main levee.

          L'acte nommant un fonde de pouvoir doit etre fait par ecrit signe par
le mandant ou son procureur autorise par ecrit ou, si l'actionnaire est une
corporation, soit sous son sceau ou signe par un officier ou un procureur
autorise par ecrit et la procuration devient caduque apres l'expiration d'un [1]
an a compter de sa date, a moins qu'elle ne soit donnee pour une autre periode.

          Toute procuration deposee aupres du secretaire de la compagnie devra,
dans le cadre de la tenue d'une assemblee generale des actionnaires, respecter
en tout point les dispositions de toute loi applicable a la sollicitation de
procuration. Toute procuration qui, de l'avis du secretaire de l'assemblee,
n'est pas redigee dans les formes requises par la loi et les reglements sera
nulle. Aucun droit de vote ne pourra etre exerce en vertu de cette procuration.
Toute procuration devra etre deposee aupres du secretaire de la compagnie au
moins quarante-huit [48] heures avant la tenue de l'assemblee, a defaut de quoi
le secretaire de l'assemblee pourra, a sa discretion, refuser de la recevoir et
considerer qu'elle n'est pas validement donnee. Le secretaire pourra se
substituer un agent pour les fins du depot de la procuration. Il pourra preciser
l'heure et l'endroit de ce depot dans l'avis de convocation a l'assemblee des
actionnaires.

          L'acte nommant un fonde de pouvoir emporte la revocation de tout acte
anterieur nommant un autre fonde de pouvoir. L'acte nommant un fonde de pouvoir
peut etre revoque en tout temps.

47.       AJOURNEMENT.  Le president de l'assemblee peut, avec le consentement
de l'assemblee, ajourner quand il le juge opportun toute assemblee des
actionnaires a une date et



a une heure determinees. Si une assemblee des actionnaires est ajournee pour
moins de trente [30] jours, il n'est pas necessaire de donner avis de
l'ajournement de cette assemblee autrement que par annonce faite lors de la
premiere assemblee qui est ajournee. Si une assemblee des actionnaires est
ajournee une ou plusieurs fois pour une periode de trente [30] jours ou plus,
avis de l'ajournement de cette assemblee doit etre donne suivant les
dispositions qui precedent.

          Toute continuation d'assemblee peut valablement deliberer si elle est
tenue selon les modalites de l'ajournement et si le quorum y est present. Les
personnes constituant le quorum a l'assemblee initiale ne sont pas requises de
constituer le quorum lors de la continuation de l'assemblee. S'il n'y a pas
quorum a la continuation de l'assemblee, l'assemblee initiale sera reputee
s'etre terminee au moment de son ajournement. Lors de cette reprise, l'assemblee
peut proceder a l'examen et au reglement des affaires pour lesquelles elle a ete
convoquee.

48.       QUORUM.  A moins que la Loi, les statuts ou tout autre reglement
n'exigent qu'un nombre different d'actionnaires ou d'actions y soient
representes, la presence, en personne ou par procuration, d'une [1] personne
detenant ou representant au moins une [1] action emise et en circulation
comportant droit de vote constitue un quorum pour toute assemblee des
actionnaires decidant du choix d'un president d'assemblee, si requis, ou de
l'ajournement de l'assemblee. Pour toutes autres fins, la presence d'une ou
plusieurs personnes detenant personnellement ou representant par procuration la
majorite des actions emises et en circulation comportant droit de vote constitue
un quorum pour telle assemblee. Si le quorum est atteint a l'ouverture d'une
assemblee d'actionnaires, les actionnaires presents peuvent proceder a l'examen
des affaires de cette assemblee, nonobstant le fait que le quorum ne soit pas
maintenu pendant tout le cours de cette assemblee.

          Dans les cas ou la Loi, les reglements, les statuts ou tout reglement
de la Compagnie requierent ou permettent le vote par categorie des detenteurs
d'une categorie donnee d'actions du capital-actions de la Compagnie, le quorum a
une telle assemblee sera de une ou plusieurs personnes representant trente pour
cent [30%] des actions de cette categorie emises et en circulation. Si, dans les
trente [30] minutes de l'heure pour laquelle une telle assemblee d'actionnaires
ou d'une classe d'actionnaires est convoquee, un quorum n'est pas atteint,
l'assemblee doit etre ajournee et reprise dans les dix [10] jours de la date
pour laquelle l'assemblee avait ete convoquee et cette assemblee aura lieu a
l'heure et a



l'endroit choisis par le president de l'assemblee. Avis de cet ajournement et de
la reprise de l'assemblee ainsi ajournee devra etre donne a toutes les personnes
qui avait droit a l'avis de la premiere assemblee. Il n'est pas necessaire que
l'avis de l'ajournement et de la reprise de l'assemblee contienne une mention
des questions dont l'assemblee ajournee devait etre saisi. Les actionnaires
presents a la reprise de l'assemblee ainsi ajournee constitueront le quorum et
pourront traiter de toutes affaires prevues dans l'avis de l'assemblee
originale. Les decisions a la reprise de l'assemblee seront prises a la majorite
des votes exprimes a cette assemblee.

49.       DROIT DE PRESENCE.  Seules les personnes ayant droit de vote a
l'assemblee, personnellement ou par procuration, les administrateurs, les
officiers et les verificateurs de la Compagnie auront droit de presence a une
assemblee des actionnaires. Toute personne a qui la Loi, les statuts ou les
reglements de la Compagnie confere le droit d'etre present pourront l'etre.
Aucune autre personne n'aura droit de presence, a moins qu'elle n'y ait ete
invitee par le President de l'assemblee ou que l'assemblee n'ait consenti a sa
presence.

50.       RESOLUTION TENANT LIEU D'ASSEMBLEE.  Une resolution ecrite et signee
par tous les actionnaires habiles a voter a l'egard d'une telle resolution lors
d'une assemblee des actionnaires est aussi valide et a la meme valeur que si
elle avait ete adoptee lors d'une assemblee des actionnaires.

          Un exemplaire de ces resolutions doit etre conserve avec les
proces-verbaux des deliberations des assemblees des actionnaires.

                 ATTRIBUTION DES ACTIONS ET APPELS DE VERSEMENTS

51.       Sous reserve de toute convention ecrite entre actionnaires, le Conseil
d'administration peut de temps a autre, attribuer ou accorder le droit de
souscrire et d'acquerir, aux conditions qu'il determine, la totalite ou une
partie des actions autorisees et non encore emises du capital-actions autorise
de la Compagnie, y compris celles qui pourraient etre creees par un amendement a
l'acte constitutif ayant pour objet une augmentation ou une autre modification
apportee au capital-actions autorise de la Compagnie, aux personnes qu'il
determinera par resolution.



          Les administrateurs peuvent, par resolution, exiger des actionnaires
la totalite ou une partie du montant impaye sur des actions souscrites ou
detenues, aux epoques et de la maniere que requierent ou permettent la Loi et
l'acte constitutif de la Compagnie ou les reglements.

          L'appel de versement est repute etre fait le jour ou les
administrateurs adoptent la resolution qui l'autorise et, si un actionnaire fait
defaut d'effectuer un versement auquel il est tenu au jour ou avant le jour fixe
pour le faire, il est sujet a l'obligation de payer un interet au taux de six
pour cent [6%] l'an sur la somme exigible, depuis le jour indique pour le
versement jusqu'a celui ou ce versement est effectue.

          Les administrateurs peuvent, s'ils le jugent a propos, recevoir, en
tout ou en partie, de tout actionnaire qui veut en faire l'avance, les montants
dus sur les actions qu'il detient, en sus des sommes dont le versement est ou
serait alors exigible par suite d'un appel de versement et, sur les sommes ainsi
recues, ou sur toute partie de ces sommes qui, a quelque epoque que ce soit,
depasse le montant alors exigible par suite d'un appel de versement sur les
actions pour lesquelles l'avance est faite, la Compagnie peut payer a
l'actionnaire un interet, n'excedant pas huit pour cent [8%] l'an, qui aura ete
convenu entre les administrateurs et l'actionnaire.

          Si, apres l'appel de versement ou l'avis prescrit par l'acte
constitutif de la Compagnie ou par resolution des administrateurs ou par les
reglements, un versement demande sur des actions n'est pas effectue dans le
temps fixe par l'acte constitutif de la Compagnie, ou par resolution des
administrateurs ou par les reglements, les administrateurs peuvent, a leur
discretion, par resolution adoptee a cet effet, confisquer les actions sur
lesquelles le versement n'a pas ete effectue et, de ce moment, elles
appartiennent a la Compagnie. Nonobstant la confiscation, le detenteur des
actions au moment de la confiscation demeure responsable, envers ceux qui sont
alors creanciers de la Compagnie, de la totalite du montant impaye sur ces
actions au moment de la confiscation, moins les sommes qu'elles peuvent
rapporter ulterieurement a la Compagnie.

          Au lieu de confisquer les actions, les administrateurs, s'ils le
jugent a propos, peuvent contraindre l'actionnaire a verser toute somme exigible
et a payer l'interet de cette somme par voie de poursuite devant une cour ayant
juridiction en la matiere.



                          LES ACTIONS ET LEUR TRANSFERT

52.       CERTIFICATS.  Les certificats d'action [et la formule de transfert
d'actions imprimee au verso des certificats] doivent etre rediges de la maniere
et signes par les administrateurs ou officiers que le Conseil d'administration
peut designer de temps a autre par resolution. Dans le cas d'actions inscrites a
la cote d'une bourse reconnue, les certificats devront etre dans la forme
prescrite dans les reglements, regles et directives emanant de l'autorite
competente.

53.       REGISTRAIRE ET AGENT DE TRANSFERT.  Le Conseil d'administration peut
prevoir l'enregistrement des emissions et l'enregistrement des transferts de
valeurs mobilieres de la Compagnie en un ou plusieurs lieux. Le Conseil
d'administration peut, par resolution, quand il le juge opportun, nommer un ou
plusieurs registraires ou registraires locaux qui doivent conserver le registre
des detenteurs de valeurs mobilieres. Le Conseil peut aussi nommer un ou
plusieurs agents de transfert ou agents de transfert locaux qui doivent
conserver le registre des transferts. Tout certificat emis apres une telle
nomination, representant des valeurs mobilieres de la Compagnie, doit etre
contresigne par ou au nom desdits registraires ou agents, selon le cas.

54.       TRANSFERTS.  Tous les transferts d'actions du capital-actions de la
Compagnie et tous les details y relatifs doivent etre inscrits au registre des
transferts. L'inscription d'un transfert d'actions du capital-actions de la
Compagnie au registre des transferts tenu au siege social de la Compagnie ou
ailleurs conformement aux reglements constitue un transfert valide et complet.
Aucun transfert d'actions du capital-actions de la Compagnie n'est opposable a
la Compagnie tant et aussi longtemps qu'il n'a pas ete inscrit au registre des
transferts, sous reserve toutefois que dans le cas des actions de la Compagnie
qui sont cotees et negociees a une bourse reconnue, au moyen de certificats
[scrips] communement en usage, endosses en blanc et transferables par livraison,
ces operations constituent des transports valables; le detenteur d'un certificat
[scrip] n'a pas neanmoins droit de voter sur les actions avant qu'elles aient
ete enregistrees en son nom dans les livres de la Compagnie. Sauf s'il s'agit
d'actions inscrites a une bourse reconnue, les administrateurs peuvent refuser
d'enregistrer tout transfert d'actions appartenant a un actionnaire endette
envers la Compagnie. Aucune action dont le prix de souscription n'a pas ete
integralement acquitte ne peut etre transferee sans le consentement des
administrateurs. Aucune action dont le



solde du prix de souscription est devenu exigible en raison d'un appel de
versement ne peut faire l'objet d'un transfert tant et aussi longtemps que ce
solde n'a pas ete integralement acquitte.

55.       REMISE DES CERTIFICATS D'ACTIONS.  Aucun transfert d'une action emise
par la Compagnie ne doit etre inscrit ou enregistre a moins que ou jusqu'a ce
que le certificat representant l'action faisant l'objet du transfert ne soit
remis et annule ou si aucun certificat n'a ete emis par la Compagnie a l'egard
de cette action, a moins que ou jusqu'a ce qu'une procuration et qu'un transfert
de l'action n'aient ete soumis pour enregistrement.

56.       REMPLACEMENT DES CERTIFICATS.  Lorsqu'un actionnaire declare sous
serment a la Compagnie ou au registraire, registraire local, agent de transfert
ou agent de transfert local de la Compagnie, que le certificat d'actions qu'il
detenait a ete detruit, endommage, vole ou perdu, en decrivant les
circonstances qui ont entoure l'evenement et qu'il fournit, s'il en est requis,
un cautionnement contre toute perte dont la Compagnie pourrait etre tenue
responsable en raison de l'emission d'un nouveau certificat, le president, un
vice-president; le secretaire ou le tresorier, peut lui emettre un nouveau
certificat remplacant celui qui a ete detruit, endommage, vole ou perdu suivant
les dispositions qui precedent.

57.       COMMISSION.  Sous reserve des dispositions de la Loi, le Conseil
d'administration peut autoriser la Compagnie a payer une commission a toute
personne qui achete ou accepte d'acheter des actions ou autre valeur mobiliere
de la Compagnie, de la Compagnie elle-meme ou de toute autre personne, ou qui
trouve des acheteurs ou s'engage a en trouver.

                                   DIVIDENDES

58.       Sous reserve des dispositions de la Loi, le Conseil d'administration
peut, quand il le juge opportun, par resolution, declarer des dividendes et,
sous reserve des dispositions des statuts, la Compagnie peut verser des
dividendes sur les actions emises.

          Les administrateurs peuvent deduire des dividendes payables a un
actionnaire toutes sommes d'argent qu'il doit a la Compagnie suite a un appel de
versement.



59.       PAIEMENT DES DIVIDENDES.  Un dividende en especes doit etre paye par
cheque tire sur l'un des banquiers de la Compagnie ou celui de tout agent
designe par la Compagnie pour le paiement des dividendes, et doit etre poste par
courrier ordinaire au porteur enregistre de toute action auquel le dividende
est applicable, a l'adresse qui apparait aux registres, a moins d'instructions
ecrites au contraire par un actionnaire. Les cheques aux detenteurs conjoints
doivent etre libelles au nom de tous les porteurs ou a leur ordre et doivent
etre postes a la premiere adresse figurant aux registres au regard de ces
titres. L'obligation de la Compagnie de verser les dividendes declares est
eteinte par la mise a la poste de ces cheques, sauf le cas ou les cheques sont
refuses lors de leur presentation pour paiement, dans la mesure ou le montant de
ces cheques represente le dividende net du a chacun des actionnaires enregistres
apres deduction de toute taxe, droit ou impot que la Compagnie doit prelever de
ce montant sous le regime de toute Loi.

60.       DEFAUT DE RECEPTION DU CHEQUE.  Les administrateurs ou tout officier
pourront etablir la politique de la Compagnie quant a la preuve requise et a la
procedure a suivre dans les cas ou un actionnaire pretend ne pas avoir recu un
cheque de dividende. Lorsque la perte ou la non-reception de tout cheque est
prouvee par l'actionnaire, de l'avis des administrateurs ou de tout officier, la
Compagnie devra emettre un cheque a cette personne en remplacement du cheque
perdu. Les administrateurs ou tout officier pourront, s'ils estiment opportun,
rembourser ses depenses raisonnables a tout actionnaire.

61.       DIVIDENDE NON-RECLAME.  Les dividendes encore impayes apres une
periode de six [6] ans apres leur declaration seront consideres comme ayant
fait l'objet d'une remise de dette et deviendront par le fait meme propriete de
la Compagnie.

62.       DATE D'INSCRIPTION AUX REGISTRES POUR FINS DE DIVIDENDE.  Le Conseil
d'administration pourra, par resolution, decider d'une date d'inscription aux
registres pour fins de dividende et le Conseil d'administration pourra, a sa
discretion, fermer le registre des valeurs mobilieres et donner instruction
qu'aucune inscription n'y soit faite. Le registre ne pourra etre ferme pendant
plus de trente [30] jours au total dans une annee. Cette date d' inscription ne
pourra preceder la date de declaration du dividende de plus de cinquante [50]
jours et avis de cette date doit en etre donne aux porteurs des actions de la
Compagnie quatorze [14] jours avant cette date. En l'absence de decision des
administrateurs quant a cette date d'inscription, la liste des



actionnaires utilisee par la Compagnie pour les fins de cet article sera la
liste telle qu'elle existe a la fermeture des bureaux le jour ou la resolution
declarant le dividende ou le droit d'option est adoptee par les administrateurs.

63.       PREUVE D'EXPEDITION.  Pour les fins de la declaration ou du paiement
d'un dividende, le certificat de tout officier de la Compagnie ou de tout
employe, de tout agent de transfert relatif a la mise a la poste ou a la
livraison ou la signification de tout avis ou autre document a tout actionnaire,
administrateur, officier ou verificateur ou de la publication de tout avis,
cheque ou de tout autre document fera preuve de ce qu'il enonce. Ce certificat
sera opposable a tout actionnaire, administrateur, officier ou verificateur de
la Compagnie.

                                      AVIS

64.       ACTIONS ENREGISTREES AU NOM DE PLUSIEURS PERSONNES.  Les avis ou
autres documents concernant toutes actions du capital-actions de la Compagnie,
enregistrees au nom de plusieurs personnes sont transmis a la premiere personne
mentionnee aux registres de la Compagnie, et cet avis ou autre document ainsi
transmis constitue delivrance suffisante a tous les detenteurs de ces actions.

65.       PERSONNES DEVENANT ACTIONNAIRES PAR L'EFFET DE LA LOI.  Toute personne
qui, par l'effet de la Loi, par un transfert ou de toute autre maniere, detient
des actions du capital-actions de la Compagnie est liee par tout avis ou
document s'y rapportant si tel avis ou document a ete dument transmis a la
personne dont elle detient son titre.

66.       ACTIONNAIRES DECEDES.  Tout avis ou autre document transmis ou envoye
par la poste ou laisse a l'adresse de tout actionnaire tel qu'il appert aux
registres de la Compagnie, nonobstant le deces de tel actionnaire, est cense lui
avoir ete transmis a l'egard des actions detenues par cet actionnaire [qu'il en
soit le seul detenteur ou qu'il les detienne conjointement avec d'autres
personnes] jusqu'a ce qu'une autre personne soit enregistree aux registres de la
Compagnie a titre de detenteur de ces actions. Une telle signification sera
consideree a toutes fins, comme signification suffisante de tout avis ou
document a ses heritiers, executeurs et ayants droit et a toute personne ayant
un interet dans lesdites actions.



67.       SIGNATURES AUX AVIS.  La signature, sur les avis, d'un administrateur
ou d'un officier de la Compagnie peut etre manuscrite, dactylographiee, imprimee
ou autrement reproduite.

68.       CALCUL DES DELAIS.  Lorsqu'un avis stipulant un nombre fixe de jours
ou un avis s'etendant sur une periode donnee doit etre donne en vertu d'une
disposition des statuts ou des reglements de la Compagnie, le jour suivant
immediatement la signification ou la mise a la poste de l'avis doit, a moins
d'indication contraire, etre compte comme etant le premier jour.

69.       DESTINATAIRES INTROUVABLES.  La Compagnie est relevee de son
obligation d'envoyer des avis a tout actionnaire a qui des avis ont ete
expedies conformement a la Loi et aux reglements dans le cas ou des avis
d'assemblee ont ete renvoyes a l'expediteur a trois [3] occasions successives
pour la raison que le destinataire avait quitte l'adresse inscrite aux registres
de la Compagnie sans aviser laCompa gnie de sa nouvelle adresse.

70.       RENONCIATION A L'AVIS.  Tout actionnaire, administrateur, officier,
verificateur ou membre d'un Comite du conseil peut, en personne ou par
procuration, renoncer a l'avis ou a la periode d'avis prevue par la Loi, les
statuts ou reglements de la Societe. Toute renonciation en vertu de cet article
doit etre donnee par ecrit sous reserve des dispositions particulieres du
reglement.

                                  VERIFICATEUR

71.       Le verificateur est nomme chaque annee par les actionnaires lors de
l'assemblee generale annuelle. Sa remuneration est fixee par les
administrateurs. Aucun administrateur ou officier de la Compagnie ne peut etre
nomme verificateur. Si le verificateur cesse d'exercer ses fonctions pour
quelque raison que ce soit avant l'expiration de son terme, les administrateurs
peuvent combler cette vacance et lui nommer un remplacant qui sera en fonction
jusqu'a l'expiration du terme. Les actionnaires peuvent aussi nommer plus d'un
verificateur.



                         CHEQUES, TRAITES, BILLETS, ETC.

72.       Tous les cheques, traites ou mandats emis pour paiement en numeraire,
ainsi que tous les billets, creances acceptees et lettres de change doivent etre
signes par le ou les officiers ou autres personnes, qu'elles soient ou non
officiers de la Compagnie, de la maniere que le Conseil d'administration peut
autoriser quand il le juge opportun, par resolution, en termes generaux ou
specifiques.

                                DEPOTS EN SURETE

73.       Toute valeur mobiliere detenue par la Compagnie est deposee [au nom de
la Compagnie] aupres d'une banque ou d'une compagnie de fiducie ou, si cela est
autorise par resolution du Conseil d'administration, aupres d'une institution
financiere ou de toute autre maniere que le Conseil d'administration peut
determiner quand il le juge opportun. Aucun des titres ainsi deposes ne peut
etre retire a moins d'une autorisation ecrite de la Compagnie signee par un
representant dument autorise par le Conseil d'administration, par resolution, en
termes generaux ou specifiques.

                          SIGNATURE DES CONTRATS, ETC.

74.       Les actes, contrats, titres, obligations et autres documents requerant
la signature de la Compagnie peuvent etre signes par deux [2] personnes occupant
les postes de president du Conseil d'administration, de president de la
Compagnie, d'administrateur-gerant [ou de directeur general], de vice-president,
d'administrateur, de secretaire, de tresorier, ou par leurs assistants dument
autorises. Nonobstant ce qui precede si le Conseil d'administration est
constitue de trois (3) personnes ou moins, une (1) seule personne occupant un
des postes ci-haut decrits peut signer ces documents pour lier la Compagnie. Le
Conseil d'administration peut aussi autoriser toute personne a signer tout
document au nom et pour le compte de la Compagnie et cette autorisation peut
etre donnee par resolution, en termes generaux ou specifiques.

          Le sceau corporatif peut, lorsque requis, etre appose auxdits actes,
contrats, titres, obligations et autres documents comme precite, par un ou
plusieurs officiers ou par une ou plusieurs personnes nommees, tel que precite,
par resolution du Conseil d'administration.



          L'expression "actes, contrats, titres, obligations et autres
documents" employee dans ce reglement comprend les actes, nantissements,
hypotheques, charges, transports, transferts et cessions de propriete, reels ou
personnels, meubles ou immeubles, conventions, recus et quittances pour le
paiement en numeraire ou autres obligations, transports, transferts et cessions
d'actions, titres, obligations, deben-tures ou autres valeurs mobilieres et tout
acte ecrit.

          En particulier, sans restreindre et sous reserve de ce qui precede,
deux [2] personnes, dont l'une occupe le poste de president du Conseil, de
president, d'administrateur-gerant [ou de directeur general], de vice-president
ou d'administrateur et dont l'autre occupe un poste precite ou celui de
secretaire, de tresorier, de secretaire-adjoint ou de tresorier-adjoint ou toute
autre fonction qui pourra etre creee par reglement ou par resolution du Conseil,
sont autorisees par les presentes a vendre, ceder, transferer, echanger,
convertir ou transporter les actions, obligations, debentures, droits, titres,
ou autres valeurs mobilieres qui sont la propriete ou qui sont enregistres au
nom de la Compagnie. Ces personnes sont aussi autorisees a signer et executer
les cessions, transferts, transports, procurations et autres actes requis pour
la vente, la cession, le transfert, l'echange, la conversion ou le transport ou
l'execution ou l'exercice de tout droit de vote, titre ou autre valeur
mobiliere.

          Le Conseil d'administration aura toute discretion pour choisir le ou
les banquier[s] de la Compagnie ou de choisir de faire affaires avec toute autre
institution financiere. Le Conseil pourra, a ces fins, decider de la teneur de
tout arrangement, contrat, instruction ou delegation de pouvoir qu'il estimera
opportun de conclure ou de donner dans les circonstances.

          La signature de tout administrateur de la Compagnie ou de tout
officier, ou de toute personne nommee comme precite par resolution du Conseil
d'administration peut, si cela est autorise expressement par resolution du
Conseil d'administration, etre imprimee, gravee, lithographiee ou autrement
reproduite mecaniquement sur tous les contrats, documents ou actes ecrits ou sur
les obligations, debentures ou autres valeurs mobilieres de la Compagnie signees
ou emises pour le compte de la Compagnie. Tout contrat, document ou acte ecrit
ou obligation, debenture ou autre valeur mobiliere de la Compagnie sur lequel la
signature de l'un des officiers, administrateurs ou personnes precitees sera
ainsi reproduite, avec l'autorisation, par resolution, du Conseil
d'administration, sera cense etre dument signe par ces personnes, et sera



a toutes fins aussi valide que s'il avait ete signe manuellement. Ces documents
sont valides nonobstant le fait que les officiers, administrateurs ou personnes,
dont la ou les signatures sont ainsi reproduites, ont cesse d'etre en fonction a
la date de livraison ou de l'emission de tels contrats, documents ou actes
ecrits ou obligations, debentures ou autres valeurs mobilieres de la Compagnie.

                                  DECLARATIONS

75.       Le president du Conseil d'administration, le president de la
Compagnie, l'administrateur-gerant [ou directeur general], tout vice-president,
le secretaire, le tresorier, le secretaire-tresorier, le secretaire-adjoint, le
tresorier-adjoint, le secretaire-tresorier-adjoint, le gerant, le comptable ou
le premier commis et tout autre officier ou personne autorisee par un officier
de la Compagnie, sont autorises a comparaitre et a faire toutes les procedures
au nom et pour le compte de la Compagnie a la suite de brefs, ordonnances et
interrogatoires sur faits et articles emis par des cours de justice, a faire
toute declaration au nom de la Compagnie a la suite de brefs de saisie-arret
dans lesquels la Compagnie est designee comme tierce-saisie, a donner tout
affidavit ou faire toute declaration assermentee relativement aux saisies-
arrets ou a toute procedure judiciaire a laquelle la Compagnie est partie, a
faire des demandes de cession de biens ou des requetes pour ordonnance de
liquidation ou ordonnance de sequestre contre tout debiteur de la Compagnie, et
a etre present et a voter aux assemblees des creanciers et des debiteurs de la
Compagnie et a accorder toute procuration a ces fins, et a poser relativement a
ces procedures tout autre acte ou geste qu'ils estiment etre dans le meilleur
interet de la Compagnie.

76.       MANDATAIRE ET AGENT.  Le Conseil d'administration, le President du
conseil, le President du comite executif ou le President ou toute autre personne
nommee par l'un d'entre eux aura le pouvoir, a sa convenance, de nommer des
agents ou mandataires de la Compagnie qui seront habilites a agir soit au Quebec
soit a l'etranger et possederont tels pouvoirs d'administration ou autre qui
pourront leur etre confies, incluant le pouvoir de sous-deleguer ces pouvoirs.

77.       CAUTIONNEMENT.  Le Conseil d'administration ou, sur instructions du
Conseil d'administration, le President du conseil, le President du comite
executif ou le President ou toute autre personne nommee par l'un d'entre eux
pour ces fins, pourra exiger, que les officiers, employes, agents ou



mandataires de la Compagnie nommes en vertu de l'article precedent fournissent a
la Compagnie des garanties ou cautionnements relatifs a l'execution en bonne et
due forme de leurs pouvoirs et devoirs. Le Conseil d'administration decidera des
garanties requises et la forme qu'elles devront prendre.

78.       REPRESENTATION DE LA COMPAGNIE.  Tout officier de la Compagnie est
habilite par les presentes a confier des procurations et a faire en sorte de
deleguer a toute personne les droits de vote afferents aux actions d'autres
compagnies ou societes que la Compagnie peut detenir. Sous reserve de la faculte
de tout officier de choisir la personne a qui ces procurations seront confiees,
le Conseil d'administration pourra donner des instructions aux personnes qu'il,
aura nommees quant a l'exercice des droits de vote representes par la ou les
procuration[s].

                           AMENDEMENTS AUX REGLEMENTS

79.       Les administrateurs peuvent revoquer, modifier ou remettre en vigueur
les reglements, mais chaque reglement, [a l'exception de ceux relatifs aux
agents, officiers et employes de la Compagnie et a l'exception des reglements
qui, selon les dispositions de la Loi, doivent etre approuves et sanctionnes par
les actionnaires avant d'entrer en vigueur] et chaque revocation, modification
ou remise en vigueur d'un reglement, a moins qu'ils ne soient ratifies dans
l'intervalle par une assemblee generale de la Compagnie dument convoquee a cette
fin, ne sont en vigueur que jusqu'a la prochaine assemblee annuelle de la
Compagnie et, s'ils ne sont pas ratifies a cette assemblee, ils cessent, mais de
ce jour seulement, d'etre en vigueur.

                               POUVOIRS D'EMPRUNT

80.       POUVOIRS.  Les administrateurs de la Compagnie peuvent, lorsqu'ils le
jugent opportun:

          [a]  contracter des emprunts de deniers sur le credit de la Compagnie;

          [b]  emettre des obligations ou autres valeurs de la Compagnie et les
               donner en garantie ou les vendre pour les prix et sommes juges
               convenables;



          [c]  nonobstant les dispositions du Code civil, hypothequer, nantir ou
               mettre en gage les biens mobiliers et immobiliers, presents et
               futurs, de la Compagnie, pour assurer le paiement de telles
               obligations ou autres valeurs, ou donner une partie seulement de
               ces garanties pour les memes fins; et constituer l'hypotheque,
               le nantissement et le gage cidessus mentionnes par acte de
               fideicommis, conformement aux articles 28 et 29 de la Loi sur les
               pouvoirs speciaux des corporations [L.R.Q. 1977, c. P-16], ou de
               toute autre maniere permise par les lois du Canada ou de l'une de
               ses provinces;

          [d]  hypothequer ou nantir les immeubles, ou donner en gage ou
               autrement frapper d'une charge les biens meubles de la Compagnie,
               ou donner ces garanties, pour assurer le paiement des emprunts
               contractes autrement que par emission d'obligations, ainsi que le
               paiement ou l'execution des autres dettes, contrats et
               engagements de la Compagnie,

          Les limites et restrictions du present article ne s'appliquent pas aux
emprunts contractes par la Compagnie au moyen de lettres de change ou billets
faits, tires, acceptes ou endosses par la Compagnie ou en faveur de la
Compagnie.

81.       DELEGATION DES POUVOIRS.  Les administrateurs peuvent, par resolution,
deleguer au president et au secretaire ou a deux autres officiers de la
Compagnie [y compris le president ou le secretaire] tous et chacun des pouvoirs
qui leur sont conferes par les dispositions de l'article precedent dans telle
mesure et de telle maniere qu'ils le jugeront a propos en vertu d'une telle
resolution.

          Les pouvoirs conferes par cet article et l'article precedent seront
presumes s'ajouter et non pas remplacer tous autres pouvoirs d'emprunt qui
peuvent etre autrement conferes aux administrateurs ou officiers de la
Compagnie.

                  POUVOIRS SUPPLEMENTAIRES DES ADMINISTRATEURS

82.       Les administrateurs de la Compagnie peuvent de temps a autre acheter,
louer ou autrement acquerir, aliener, vendre, echanger ou autrement disposer de
titres, droits, titres au porteur, options, debentures, terrains, proprietes



et autres biens meubles et immeubles et tous droits ou privileges sur les biens
de la Compagnie pour la consideration et selon les modalites qu'ils jugeront
convenables. Sans restreindre la portee generale de ce qui precede, la Compagnie
peut employer, en tout ou en partie, ses fonds pour l'achat d'actions d'autres
Compagnies.

                              CREATION DE DIVISIONS

83.       Le Conseil d'administration aura le controle de l'organisation
administrative des affaires de la Compagnie. A ces fins, le Conseil pourra creer
des divisions, departements ou unites de production, les reorganiser ou les
consolider a son entiere discretion.

84.       NOM DE LA DIVISION.  La Compagnie pourra nommer toute division ou
unite administrative, et toute division ainsi nommee pourra faire affaires sous
son propre nom. La denomination sociale de la Compagnie devra etre lisiblement
indiquee sur tous ses effets de commerce, contrats, factures et commandes de
marchandise ou de service.

85.       OFFICIERS DES DIVISIONS.  Il sera loisible au Conseil d'administration
de creer des postes d'officiers des divisions creees en vertu des articles
precedents et de nommer toute personne pour occuper ces postes, aux conditions
et contre la remuneration fixee par le Conseil d'administration.



                               EXERCICE FINANCIER

86.       L'exercice financier de la Compagnie se terminera chaque annee a la
date que le Conseil d'administration peut determiner par resolution, quand il le
juge opportun.

          Le reglement precite est etabli tel que l'atteste la signature de tous
les administrateurs de la Compagnie ce 27e jour de janvier 1986, le tout
conformement a l'article 89.3 de la Loi sur les Compagnies de la Province de
Quebec (R.S.Q., c. C-38), telle qu'amendee.


/s/ Jean Coutu                                     /s/ Louis Coutu
- -----------------------------                      -----------------------------
Jean Coutu                                         Louis Coutu


/s/ Michel Coutu                                   /s/ Francois-Jean Coutu
- -----------------------------                      -----------------------------
Michel Coutu                                       Francois-Jean Coutu


/s/ Yvon  Bechard                                  /s/ Conrad  Harrington
- -----------------------------                      -----------------------------
Yvon  Bechard                                      Conrad  Harrington


/s/ Camille Dagenais                               /s/ Laurent Picard
- -----------------------------                      -----------------------------
Camille Dagenais                                   Laurent Picard


/s/ Jacques  Masse                                 /s/ Yvon  Martineau
- -----------------------------                      -----------------------------
Jacques  Masse                                     Yvon  Martineau

EX-3.4

                                                                     Exhibit 3.4

                         THE JEAN COUTU GROUP (PJC) INC.

                             GENERAL BY-LAWS - 2004

                                 INTERPRETATION

1.        INTERPRETATION. Words and expressions defined in the COMPANIES ACT,
R.S.Q., ch. C-38, as amended, and in any other Act which may replace it
(collectively, the "Act") have the same meaning in these General By-laws.

          Unless the context indicates otherwise, in these General By-laws and
in any other by-laws of the Company:

          (a)  "By-laws" shall mean these General By-laws and any other by-laws
               of the Company in force;

          (b)  terms used in the singular only shall include the plural and
               vice-versa, and terms used in the masculine gender shall include
               the feminine gender and vice-versa; words and expressions
               denoting natural persons also refer to legal persons, including
               corporations, companies, syndicates, trusts and any other group
               of natural or legal persons;

          (c)  titles used in these General By-laws are for ease of reference
               only and shall not be considered in the interpretation of the
               provisions contained herein nor shall they be deemed to modify or
               explain the scope or meaning of such terms and provisions.

2.        TIME. Time periods shall be calculated pursuant to the provisions of
the INTERPRETATION ACT, R.S.Q., ch. 1-16, as amended, and any Act which may
replace it.

3.        SIGNATURE. Any signature required on a notice of meeting of
shareholders or on any other document to be sent or provided by or on behalf of
the Company or its directors or officers may be mechanically or electronically
reproduced.

4.        CERTIFICATE. A certificate of transmission from the Secretary or from
any other duly authorized officer of the Company in office at the time of the
creation of the certificate, or from any other officer, transfer agent or
registrar of the transfers of shares of the Company, shall constitute conclusive
evidence, opposable to all, that a notice of meeting or other document required
to be sent or provided by or on behalf of the Company or its directors or
officers has been sent or delivered.

                                  SHAREHOLDERS

5.        ANNUAL MEETING OF SHAREHOLDERS. An annual meeting of shareholders of
the Company shall be held every year at such date and time as shall be
determined by the Board of Directors, for the purposes of receiving and
reviewing the financial statements and the auditor's report, electing the
directors, appointing an auditor, fixing or authorizing the Board of Directors
to fix the auditor's



remuneration, and taking cognizance and transacting such other business as may
legally be transacted at such meeting.

          The annual meeting of shareholders shall be held at the head office of
the Company or at such other place in the Province of Quebec as may be
designated by the Board of Directors.

          An annual meeting may also constitute a special meeting for the
purpose of taking cognizance and transacting any business that may be transacted
at a special meeting.

6.        SPECIAL MEETING. A special meeting of shareholders, whether general or
not, may be called at any time by order of the Chairman of the Board of
Directors, the President of the Company or the Board of Directors. A special
meeting, whether general or not, may be held separately or as part of an annual
meeting.

          Special meetings of shareholders shall be held at the head office of
the Company or at such other place in or outside the Province of Quebec as may
be designated by the Board of Directors, provided that, if the agenda of a
special meeting of shareholders provides for the election of directors, such
meeting shall be held within the Province of Quebec.

7.        CALLING OF A SPECIAL GENERAL MEETING BY THE SHAREHOLDERS. The Board of
Directors shall be required to convene a special general meeting of shareholders
when requisitioned in writing by holders of not less than one tenth of the
issued shares of the Company of that class or classes of shares which, on the
date of the requisition, carry the right to vote at the meeting sought to be
held. The requisition shall state the business to be transacted at the meeting,
which business must be within the powers of the general meeting of shareholders.
If the meeting is not called and held within twenty-one (21) days from the date
on which the requisition is delivered to the head office of the Company to the
attention of the Secretary, any shareholders, whether or not they signed the
requisition, who hold not less than one tenth of the issued shares of the
Company that carry the right to vote at the meeting sought to be held may call
such special general meeting.

8.        NOTICE OF MEETING. A notice of meeting of each annual or special
meeting of shareholders shall be sent to all shareholders entitled to attend
such meeting, by any mode of delivery permitted by law, at the discretion of the
sender of such notice, to the recipient's address as shown in the registers of
the Company, not less than twenty-one (21) days before the date on which the
meeting is to be held. If the address of a shareholder does not appear in the
registers of the Company, the notice of meeting may be sent to the address
where, in the judgement of the sender, it is most likely to be received by the
shareholder with a minimum of delay. Irregularities in the notice of meeting or
in its delivery as well as its accidental omission or non-receipt by a
shareholder, shall not affect the validity of the proceedings at the relevant
meeting.

          No notice of meeting is required for the resumption of a meeting
adjourned to a specific date.

9.        RECORD DATE. The Board of Directors may fix a date preceding the date
on which a meeting is to be convened or held as the record date for the purpose
of determining shareholders entitled to receive notice of or to vote at the
meeting, and only those registered shareholders on the date so fixed shall be so
entitled, notwithstanding any transfer of shares in the registers of the Company
between the record date and the date on which the meeting is convened or held.

10.       JOINT SHAREHOLDERS. In the case of joint shareholders, any notice of
meeting or other document required to be delivered to the shareholders may be
delivered to the joint shareholder

                                        2


whose name first appears in the registers of the Company with respect to such
shares. Any notice or document so delivered will be sufficient delivery to all
joint shareholders and the sender will not be required to send the notice or
other document to each joint shareholder.

11.       CHAIRMAN OF THE MEETING. The Chairman of the Board of Directors or, if
he is absent, the President of the Company or any other person appointed by the
Board of Directors for this purpose, shall chair the meetings of shareholders.

12.       QUORUM. A quorum of shareholders shall exist at any annual or special
meeting of shareholders, no matter how many persons are actually present, where
one or more holders of shares carrying not less than five percent (5%) of the
total number of votes attached to all the shares that carry the right to vote at
such meeting are present in person or by proxy. Notwithstanding the foregoing,
in the event that the Act or the By-laws require that a vote be held for a
particular class of shares of the Company, the quorum at a meeting of holders of
shares of such class shall be one or more holders of shares of such class
carrying not less than five percent (5%) of the total number of votes attached
to the issued and outstanding shares of such class.

          If a quorum exists at the commencement of the meeting, the
shareholders present in person or by proxy may proceed with the business of the
meeting, notwithstanding the fact that a quorum is not maintained throughout the
meeting.

          If no quorum exists at the commencement of the meeting, the
shareholders present in person or by proxy may, by majority vote, adjourn the
meeting to another time and place but may not transact any other business.

          If a quorum exists at the reconvened meeting, the meeting may proceed.
If no quorum exists, a new meeting shall be convened.

13.       PROXIES. The Board of Directors may fix an ultimate date and time for
the delivery to the Company or its mandatary of proxies to be used at a meeting,
provided that such ultimate date and time shall not precede the meeting by more
than 48 hours.

          The Board of Directors may also permit that detailed information on
proxies to be used at or in connection with a meeting and delivered to the
Company or its mandatary at a place other than the place of meeting, be sent by
fax or other electronic means to the Secretary of the Company before the
meeting, in which case, such proxies, if otherwise legal, shall be valid and the
votes cast thereunder shall be counted.

14.       PROCEDURE AT MEETINGS. The Chairman of any meeting of shareholders
shall determine all aspects of the procedure and his decision on any matter,
including the validity or invalidity of a proxy and the admissibility or
inadmissibility of a proposal, shall be final and binding upon all the
shareholders.

          A statement by the Chairman that a resolution has been adopted or
rejected with or without unanimous consent or by a particular majority
constitutes conclusive evidence of the adoption or rejection of such resolution.

          The Chairman has the power to adjourn the meeting from time to time,
at any time during the meeting, at his sole discretion or with the consent of a
simple majority of shareholders, for just cause such as disruption or confusion
preventing the harmonious and ordered conduct of the

                                        3


meeting, and no notice of meeting shall be required for the resumption of the
meeting so adjourned to a specific date.

          Failure by the Chairman of the meeting to fully discharge his duties
shall entitle the shareholders to remove him as Chairman of the meeting at any
time and replace him by another person chosen from amongst themselves.

          The only persons who are entitled to attend meetings of shareholders
are persons entitled to vote thereat, and the directors, the auditors and other
persons who, although not entitled to vote, have the right or the duty to attend
such meetings under the laws governing the Company or under the articles of
incorporation of the Company. No other person shall be admitted except by
invitation of the Chairman of the meeting or with the consent of the meeting.

15.       MAJORITY DECISIONS. Unless otherwise provided by the Act, any matter
submitted to the meeting of shareholders shall be decided by a simple majority
(50% + 1) of the votes validly cast. The same principle shall apply to all
meetings of holders of shares of a given class of shares. In the case of joint
shareholders, unless otherwise indicated by the same, any joint shareholder
present is authorized to exercise the voting rights that may be exercised at the
meeting and, in the event that more than one joint shareholder is present, then
such joint shareholder as is first named in the securities register of the
Company with respect to such shares shall alone be entitled to carry out such
duties that may be carried at the meeting.

16.       VOTING BY A SHOW OF HANDS. Unless an open vote or a secret ballot is
requested, as provided below, voting shall be by show of hands, in which case
shareholders shall vote by raising their hand and the number of votes shall be
calculated according to the number of hands raised.

17.       OPEN VOTE. If the Chairman of the meeting so orders or if another
person who holds or represents by proxy not less than ten percent (10%) of the
shares entitled to vote at the meeting so requests (which request can be
withdrawn) and no secret ballot is otherwise requested, voting shall be by open
vote. In this case, each shareholder or proxyholder shall state his name and
that of each shareholder who appointed him proxyholder, the number of votes at
his disposal and the manner in which he wishes to vote. The number of votes so
cast shall determine whether or not a resolution is carried.

18.       SECRET BALLOT. If the Chairman of the meeting so orders or if a person
who holds or represents by proxy not less than ten percent (10%) of the shares
entitled to vote at the meeting so requests, voting shall be by secret ballot. A
secret ballot may be requested at any time before the close of the meeting, even
after a vote by show of hands or by open vote has been held. The request may
also be withdrawn. Each shareholder or proxyholder shall deliver to the
scrutineers one or more ballots on which each such shareholder or proxyholder
shall indicate the manner in which he wishes to exercise the votes at his
disposal and, if applicable, his name and the number of votes at his disposal.
Whether or not a vote by show of hands or by open vote has previously been held
on the same issue, the result of a secret ballot is deemed to constitute the
resolution of the meeting in this regard.

19.       SCRUTINEERS. The Chairman of a meeting of shareholders may appoint
scrutineers (who may but need not be directors, officers, employees or
shareholders of the Company), who shall act according to the instructions of the
Chairman of the meeting.

                                        4


                               BOARD OF DIRECTORS

20.       NUMBER. The Company is administered by a Board of Directors comprised
of such fixed number of directors as is set forth in its articles of
incorporation. Where the articles of incorporation provide for a minimum and a
maximum number of directors, the Board of Directors shall be comprised of such
fixed number of directors not less than three as is determined by resolution of
the Board of Directors or, failing such a determination, elected by the
shareholders within such limits.

21.       RESIGNATION. A director may resign by written notice to the Company
and no reason need be given therefor. Unless otherwise indicated in the notice,
a resignation shall be effective upon delivery of the notice.

22.       REMOVAL. Unless otherwise provided in the articles of incorporation of
the Company, the shareholders may, by resolution, remove a director at a special
meeting called for this purpose.

          As with the election of a director, the removal of a director shall
occur at the sole discretion of the shareholders. A director may be removed at
any time for no particular reason and without just cause. Neither the Company
nor the shareholders voting in favour of the removal of a director shall be
liable to the director on the sole ground that he was removed, even where no
reason is given.

23.       VACANCY. The office of a director becomes vacant on the effective date
of his resignation or removal. A vacancy also occurs where a director is
disqualified from serving or dies. The directors may continue to act despite one
or more vacancies, provided that a quorum exists.

24.       REMUNERATION. The remuneration of the directors shall be determined by
resolution of the Board of Directors. Directors may also be reimbursed for any
travel and other expenses incurred in connection with their functions.

25.       IRREGULARITY. Notwithstanding the subsequent discovery of an
irregularity in the election of the Board of Directors or in the election or
appointment of one director, or the absence or loss of qualification on the part
of any of them, any action legally taken by them shall be valid and binding upon
the Company to the same extent as if the election had been regularly held and
each person had been qualified.

26.       BORROWING. The directors may, when they deem it appropriate:

          (a)  borrow money upon the credit of the Company;

          (b)  issue, pledge or sell debentures and other securities of the
               Company at such price and for such amount as is deemed
               appropriate;

          (c)  hypothecate or otherwise encumber the immovable and movable
               property of the Company;

          (d)  delegate in whole or in part the aforementioned powers to one or
               more officers of the Company, to such extent and upon such terms
               and conditions as are set forth in the resolution respecting the
               delegation of powers.

          This by-law shall be deemed to supplement but not replace any
borrowing by-law adopted for banking purposes, unless otherwise provided in the
relevant by-law.

                                        5


27.       USE OF PROPERTY OR INFORMATION. No director shall mingle the property
of the Company with his own property nor use such property for his own profit or
that of a third party, including any information obtained by reason of his
office, unless expressly and specifically authorized to do so by the
shareholders of the Company.

28.       CONFLICT OF INTEREST. A director shall avoid placing himself in a
situation where his personal interest would be in conflict with his obligations
as a director of the Company.

          A director shall declare forthwith to the Company any interest he has
in an enterprise or other entity that may place him in a situation of conflict
of interest and any right he may set up against it, indicating their nature and
value, if applicable. This declaration of interest shall be recorded in the
minutes of the proceedings of the Board of Directors. A general declaration
shall be valid so long as the facts remain unchanged and a director need not
reiterate such declaration for any specific subsequent transactions.

29.       CONTRACTS WITH THE COMPANY. A director may, even in carrying on his
duties, directly or indirectly acquire rights in the property of the Company or
enter into contracts with the Company, provided that he immediately makes a full
disclosure thereof to the Company, indicating the nature and value of the rights
he is acquiring, and requests that such disclosure be recorded in the minutes of
the proceedings of the Board of Directors or in the written resolution in lieu
thereof.

          A director who has an interest in an acquisition of property or in a
contract shall, except if required, abstain from discussing and voting on the
question and, if a vote is cast by such director, such vote shall not be
counted. However, this rule shall not apply to matters concerning the
remuneration or conditions of employment of the director.

          At the request of the Chairman or of any director, the director who
has an interest shall leave the meeting while the Board of Directors discusses
and votes on the acquisition or the contract in question. The same principle
applies to a director who holds an interest in an offeror under a takeover bid
for the shares of the Company while the Board of Directors discusses and votes
on the bid.

     Neither the Company nor its shareholders may contest the validity of an
acquisition of property or a contract involving the Company on the one hand and
a director, directly or indirectly, on the other hand, on the sole ground that
the director is a party thereto or has an interest therein, provided that the
proper declaration referred to above has been made forthwith by such director.

                       MEETINGS OF THE BOARD OF DIRECTORS

30.       CONVENING OF MEETINGS. Every year, immediately following the annual
meeting of shareholders, a meeting of the new directors present shall be held,
without other notice, provided a quorum exists, for the purpose of electing or
appointing the officers of the Company and transacting any other business.

          Meetings of the Board of Directors may be convened by or by order of
the Chairman of the Board of Directors, the President of the Company or any two
directors, and may be held at any place in or outside the Province of Quebec. A
notice of each meeting specifying the place, date and time shall be delivered to
each director at his address as shown in the registers of the Company. Notice
shall be sent not less than three (3) days (or twenty-four (24) hours in the
event of an emergency) before the scheduled date of the meeting, by any mode of
delivery permitted by law. If

                                        6


the address of a director does not appear in the registers of the Company, the
notice may be sent to the address where, in the judgement of the sender, it is
most likely to be received by the director with a minimum of delay.

31.       QUORUM. The quorum at a meeting of the Board of Directors shall be a
majority of, but not less than three (3), directors in office. The quorum shall
be maintained for the duration of the meeting.

32.       PRESIDENT AND SECRETARY OF THE MEETING. The Chairman of the Board of
Directors, or, in his absence, the Vice-Chairman of the Board, if any, or, in
his absence, the President of the Company, shall preside over the meetings of
the Board of Directors, and the Secretary of the Company shall be the secretary
of the meetings, provided that the directors present at a meeting may appoint
any other person as Chairman or secretary of a meeting.

33.       PROCEDURE. The Chairman of the meeting shall be responsible for the
proper conduct of the meeting and shall submit to the Board any proposal upon
which a vote is required. He shall also generally direct all aspects of the
procedure and his decision in this regard is final and binding upon all the
directors. Failure by the Chairman of the meeting to submit a proposal at a
meeting shall entitle any director to do so before the said meeting adjourns or
ends. If such proposition falls within the powers of the Board of Directors, the
Board of Directors may consider the proposal. Failure by the Chairman of the
meeting to fully discharge his duties shall entitle the directors at any time to
remove him as Chairman of the meeting and replace him with another person.

34.       VOTE. Each director is entitled to one vote and all questions shall be
decided by a majority of the votes cast. The vote shall be by show of hands
unless a secret ballot is requested by the Chairman of the meeting or by a
director, in which case the vote shall be by secret ballot. If the vote is by
ballot, the secretary of the meeting shall be the scrutineer and shall count the
ballots, but shall not for this reason be deprived of his right to vote as a
director, if applicable. A director who has cast his ballot is not deprived of
his right to express and record his dissidence with respect to the relevant
resolution. Voting by proxy is not allowed and the Chairman of the meeting shall
not have the casting vote in the event of an equality of votes.

                               EXECUTIVE COMMITTEE

35.       ELECTION. The Board of Directors may, provided that it is comprised of
more than six members, choose from among its members an executive committee
composed of not less than three members.

36.       OFFICERS, QUORUM AND PROCEDURE. The executive committee has the power
to appoint its officers, fix its quorum to not less than a majority of its
members and establish its own rules of procedure.

37.       POWERS. The executive committee is vested with the authority and the
powers of the Board of Directors in the management of the operations in the
ordinary course of the Company, except for such powers as must by law be
exercised by the Board of Directors, as well as those powers that the Board of
Directors may reserve expressly for itself. In this regard, the executive
committee shall not have the authority or the power to do any of the following:

                                        7


          (a)  submit to the shareholders any question which requires the
               approval of the shareholders;

          (b)  fill any vacancies among the directors and fill the post of
               auditor;

          (c)  issue securities of the Company;

          (d)  declare dividends;

          (e)  acquire, including through a purchase or redemption, shares
               issued by the Company;

          (f)  approve the annual financial statements of the Company;

          (g)  approve and authorize the filing of the annual or quarterly
               financial statements with regulatory or governmental bodies;

          (h)  approve the annual information form of the Company and the
               management proxy circulars required by applicable law;

          (i)  approve the takeover or exchange bid circulars required by
               applicable law;

          (j)  call up capital or confiscate shares of the Company;

          (k)  distribute the property of the Company;

          (l)  adopt, change or repeal the By-laws of the Company.

          Furthermore, the executive committee shall review the strategic
planning of the Company and deal with any specific matter entrusted to it by the
Board of Directors from time to time, if applicable.

38.       SUPERVISORY POWERS OF THE BOARD OF DIRECTORS. All actions of the
executive committee shall be subject to the supervision of the Board of
Directors and an account thereof shall be rendered to the Board of Directors
when required by the same. The Board of Directors may reverse or modify any
decision of the executive committee, subject to the rights of third parties.

39.       MEETINGS. Meetings of the executive committee may be held at the head
office of the Company or at such other place in or outside the Province of
Quebec as the executive committee may designate.

          Meetings of the executive committee may be convened by or by order of
the Chairman or by any two members thereof.

40.       REMUNERATION. The members of the executive committee are, in
consideration of the services rendered by them in such capacity, entitled to the
remuneration fixed by the Board of Directors.

41.       REMOVAL AND REPLACEMENT. The Board of Directors may remove any of the
members of the executive committee at any time.

          The Board of Directors may also fill any vacancy on the executive
committee.

                                        8


                                OTHER COMMITTEES

42.       OTHER COMMITTEES. The Board of Directors may, by resolution, create
such other committee as it deems appropriate, whether or not it is comprised of
members of the Board of Directors, and determine the mandate thereof, which
shall be limited to advisory powers. Unless otherwise ordered by the Board of
Directors, each committee so created has the power to fix its own quorum to not
less than a majority of its members, elect its own Chairman and determine its
own rules of procedure.

                                    OFFICERS

43.       The Board of Directors may, by resolution, appoint such officers and
other mandataries as it deems appropriate and determine their title, functions
and powers. The same person may hold more than one office. Except for the
Chairman of the Board, who must be a director, an officer need not be a director
or shareholder of the Company. Each such officer or mandatary may be removed at
any time by the Board of Directors. Any officer or mandatary may resign at any
time by way of notice to the Company.

                         INDEMNIFICATION AND EXONERATION

44.       INDEMNIFICATION AND REIMBURSEMENT OF EXPENSES. The Company shall
indemnify a director, officer or other mandatary against any damages suffered by
reason of or in connection with the execution of his office, and shall also
reimburse any reasonable expenses incurred for the same purpose, all of which
pursuant to the terms and conditions below.

45.       DEFENCE - THIRD PARTY CLAIMS. The Company shall assume the defence of
a director, officer or mandatary against whom a third party has taken legal
proceedings by reason of actions taken in the exercise of his functions, and
must pay, as the case may be, any damages resulting from such actions, except in
the event of gross negligence or a personal fault on the part of the director,
officer or mandatary that is separable from the exercise of his functions. Any
breach of his duty of honesty and loyalty to the Company, including by placing
himself in a situation of conflict of interest, shall be considered as a gross
negligence and personal fault on the part of a director, officer or mandatary.

          This assumption of defence entails the payment or reimbursement of
reasonable costs and expenses, judicial and extra-judicial, incurred by the
director, officer or other mandatary against whom a third party has taken such
legal proceedings.

          The payment of damages includes any amounts paid as part of an
out-of-court settlement as well as any fines assessed.

46.       EXPENSES - PENAL PROSECUTION. However, in the case of penal or
criminal prosecution, the Company shall pay the expenses of a director, officer
or other mandatary only to the extent that the same had reasonable grounds to
believe that his conduct was lawful or that he is released or acquitted.

47.       LEGAL ACTION BY THE COMPANY. If the Company brings a suit against a
director, officer or other mandatary for actions or omissions in the exercise of
his functions, the Company shall assume the judicial and extra-judicial
expenses, reasonably incurred by such director, officer or mandatary if the
action commenced by the Company is not successful and if the court so decides.
If the Company

                                        9


is only partially successful, the court may determine the amount of the expenses
to be paid by the Company.

48.       DIRECTOR OF ANOTHER COMPANY. The Company shall, in the manner
prescribed under ss. 44 to 47 above, indemnify any person who, at its request,
acts as a director of a legal person of which the Company is a shareholder or
creditor.

49.       LIABILITY INSURANCE. The Company may purchase and maintain insurance
for the benefit of its directors, officers and other mandataries as well as
their heirs, legatees and assigns, against any personal liability incurred by
them in the exercise of such functions or in their capacity as director of a
legal person of which the Company is a shareholder or creditor.

50.       REIMBURSEMENT OF EXPENSES. Subject to the provisions of a contractual
agreement defining or limiting such obligation, the Company shall reimburse the
reasonable and necessary expenses incurred by a director, officer or other
mandatary in the execution of his office, with interest calculated from the day
on which such expenses were discharged by him. Reimbursement shall be
conditional upon the remittance of all relevant vouchers.

                                  SHARE CAPITAL

51.       SHARE CERTIFICATES AND SHARE TRANSFERS. Certificates representing
shares of the share capital of the Company shall be signed by the President or a
Vice-President and the Secretary or an Assistant Secretary. Any certificate
signed by an authorized officer is valid, notwithstanding that the signatory no
longer holds such office.

52.       RECORD DATE AND CLOSING OF REGISTERS. The Board of Directors may fix a
date for the payment of a dividend, the granting of rights or any other form of
distribution, as the record date to determine shareholders who are entitled to
such dividend, rights or distribution, and only such registered shareholders as
at such date shall be entitled thereto, notwithstanding any transfer of shares
in the registers of the Company between the record date and the date on which
the dividend is paid, the rights are granted or the distributions are made.

53.       TRANSFER AGENTS. The Board of Directors may appoint or remove transfer
agents or registrars and make by-laws governing the transfer of shares and
registration thereof. Any share certificate issued after such appointment must
be countersigned by such agents, failing which such certificate shall be
invalid.

                                    DIVIDENDS

54.       DIVIDENDS. The Board of Directors may, from time to time and in
compliance with the law, declare and pay dividends to the shareholders according
to their respective rights.

          The Board of Directors may stipulate that a dividend is payable, in
whole or in part, in shares or property of the Company.

          When two or more persons are registered as joint shareholders of a
share, any one of them may give an acquittance for a dividend paid or payable
with regard to such share.

                                       10


                                 FINANCIAL YEAR

55.       FINANCIAL YEAR. The financial year of the Company shall be determined
by the Board of Directors.

                  REPRESENTING THE COMPANY FOR CERTAIN PURPOSES

56.       DECLARATION. The President, the Chairman of the Board of Directors,
any Vice-President, the comptroller, the Secretary or the Treasurer and any one
of them, or, if authorized by the Board of Directors, any other officer or
person, are authorized to appear and to answer for the Company with respect to
all writs, orders or interrogatories upon articulated facts issued by any court,
to answer in the name of the Company with respect to any seizure by garnishment
in which the Company is garnishee and to make any affidavit or sworn declaration
relating to such seizure or to any proceeding to which the Company is made a
party, to make demands of abandonment or petitions for winding-up or
sequestration orders against any debtor of the Company, to attend and vote at
any meeting of the creditors of the debtors of the Company and to grant proxies
with respect to such proceedings.

57.       REPRESENTATION AT MEETINGS. The President, the Chairman of the Board
of Directors, any Vice-President, the comptroller, the Secretary and the
Treasurer, and any one of them, or any other officer or person authorized by the
Board of Directors, shall represent the Company, attend and vote at meetings of
shareholders or of members of any business, company, legal person or syndicate
in which the Company holds shares or has any other interest, and any action
taken or vote cast by them is deemed to be an action taken or a vote cast by the
Company.

          Furthermore, any two of the President, the Chairman of the Board of
Directors, any Vice-President, the comptroller, the Secretary and the Treasurer,
acting jointly, have the power to authorize any person (whether or not such
person is an officer of the Company) to attend, vote and otherwise act at any
meeting of shareholders or of members of any business, company, corporation or
syndicate in which the Company holds shares or has any other interest and, for
this purpose, are authorized to sign and use, for and on behalf of the Company,
a proxy in such form and on such terms and conditions as such officers shall see
fit, including, without limiting the generality of the foregoing, provisions for
the appointment of a substitute proxyholder and the revocation of any proxy
previously given by the Company with respect to a meeting.

58.       SIGNING OF DOCUMENTS. Contracts, documents and written instruments,
including receipts and releases, requiring the signature of the Company may be
validly signed by the Chairman of the Board of Directors alone or by any two of
the President of the Company, any Vice-President, any director, the Secretary
and the Treasurer, acting jointly, and shall be binding upon the Company. The
Board of Directors may also designate any person to sign, alone or jointly with
one or more other persons, and deliver on behalf of the Company all contracts,
documents and written instruments, and such authorization may be given by way of
resolution in general or specific terms.

58.       DECLARATION IN THE REGISTER. Any director who ceases to hold office as
a result of his resignation, removal or otherwise is authorized to sign on
behalf of the Company and file an amending declaration under AN ACT RESPECTING
THE LEGAL PUBLICITY OF SOLE PROPRIETORSHIPS, PARTNERSHIPS AND LEGAL PERSONS
(Quebec) stating that he no longer holds the office of director, from

                                       11


the fifteenth (15th) day following the date on which he ceases to hold office,
unless he is given proof that the Company has filed such declaration.

                                OTHER PROVISIONS

59.       REVOCATION. On the effective date of these General By-laws, By-law No.
One, By-law No. 1986-II, By-law No. 1986-III, By-law No. 1986-IV, By-law No.
1986-V and By-law No. 1989-I, hitherto in existence, shall be repealed, provided
that such repeal shall not affect the past application thereof nor the validity
of any measures taken, resolutions passed, and rights, privileges or obligations
created thereunder before their repeal, nor the validity of any contract or
undertaking entered into thereunder.

                                       12

EX-3.5

                                                                     Exhibit 3.5

                                NOVA SCOTIA LOGO

                          CERTIFICATE OF INCORPORATION

                                  Companies Act

REGISTRY NUMBER

    3090671

NAME OF COMPANY

    3090671 NOVA SCOTIA COMPANY


I hereby certify that the above-mentioned company was incorporated this date
under the Companies Act and that the liability of the members is unlimited.

/s/ [ILLEGIBLE]                                                June 22, 2004
- ---------------------------------------------              ---------------------
Agent of the Registrar of Joint Stock Companies            Date of Incorporation

EX-3.6

                                                                     Exhibit 3.6

                                   MEMORANDUM

                                       AND

                             ARTICLES OF ASSOCIATION

                                       OF

                           3090671 NOVA SCOTIA COMPANY


                        STEWART McKELVEY STIRLING SCALES

                             BARRISTERS & SOLICITORS

                              HALIFAX, NOVA SCOTIA



                            MEMORANDUM OF ASSOCIATION

                                       OF

                           3090671 NOVA SCOTIA COMPANY

1.   The name of the Company is 3090671 NOVA SCOTIA COMPANY.

2.   There are no restrictions on the objects and powers of the Company and the
     Company shall expressly have the following powers:

     (1) to sell or dispose of its undertaking, or a substantial part thereof;

     (2) to distribute any of its property IN SPECIE among its members; and

     (3) to amalgamate with any company or other body of persons.

3.   The liability of the members is unlimited.

     I, the undersigned, whose name, address and occupation are subscribed, am
desirous of being formed into a company in pursuance of this Memorandum of
Association, and I agree to take the number and kind of shares in the capital
stock of the Company written below my name.

                                /s/ Charles S. Reagh
                                ------------------------------------------------
                                Name of Subscriber: CHARLES S. REAGH
                                900-1959 UPPER WATER STREET, HALIFAX, NS B3J 2X2
                                Occupation: SOLICITOR
                                Number of shares subscribed: ONE COMMON SHARE

TOTAL SHARES TAKEN: one common share
Dated this 22nd day of June, 2004.


 Witness to above signature:    /s/ Lisa McLellan
                                ------------------------------------------------
                                Name of Witness: LISA MCLELLAN
                                900-1959 UPPER WATER STREET, HALIFAX, NS B3J 2X2
                                Occupation: LEGAL ASSISTANT

                                                                          [SEAL]

                                                  FILED ELECTRONICALLY
                                       in the computer records maintained by the
                                           Registry of Joint Stock Companies

                                                      JUN 22 2004

                                       per: /s/ LMM
                                            ------------------------------------
                                            STEWART MCKELVEY STIRLING SCALES



                             ARTICLES OF ASSOCIATION
                                       OF
                           3090671 NOVA SCOTIA COMPANY

                                 INTERPRETATION

1.      In these Articles, unless there be something in the subject or context
        inconsistent therewith:

        (1)     "Act" means the COMPANIES ACT (Nova Scotia);

        (2)     "Articles" means these Articles of Association of the Company
                and all amendments hereto;

        (3)     "Company" means the company named above;

        (4)     "director" means a director of the Company;

        (5)     "Memorandum" means the Memorandum of Association of the Company
                and all amendments thereto;

        (6)     "month" means calendar month;

        (7)     "Office" means the registered office of the Company;

        (8)     "person" includes a body corporate;

        (9)     "proxyholder" includes an alternate proxyholder;

        (10)    "Register" means the register of members kept pursuant to the
                Act, and where the context permits includes a branch register of
                members;

        (11)    "Registrar" means the Registrar as defined in the Act;

        (12)    "Secretary" includes any person appointed to perform the duties
                of the Secretary temporarily;

        (13)    "shareholder" means member as that term is used in the Act in
                connection with an unlimited company having share capital and as
                that term is used in the Memorandum;

        (14)    "special resolution" has the meaning assigned by the Act;

        (15)    "in writing" and "written" includes printing, lithography and
                other modes of representing or reproducing words in visible
                form;

        (16)    words importing number or gender include all numbers and genders
                unless the context otherwise requires.


                                      - 2 -

2.      The regulations in Table A in the First Schedule to the Act shall not
        apply to the Company.

3.      The directors may enter into and carry into effect or adopt and carry
        into effect any agreement made by the promoters of the Company on behalf
        of the Company and may agree to any modification in the terms of any
        such agreement, either before or after its execution.

4.      The directors may, out of the funds of the Company, pay all expenses
        incurred for the incorporation and organization of the Company.

5.      The Company may commence business on the day following incorporation or
        so soon thereafter as the directors think fit, notwithstanding that part
        only of the shares has been allotted.

                                     SHARES

6.      The capital of the company shall consist of 1,000,000,000 common shares
        without nominal or par value, with the power to divide the shares in the
        capital for the time being into classes or series and to attach thereto
        respectively any preferred, deferred or qualified rights, privileges or
        conditions, including restrictions on voting rights and including
        redemption, purchase and other acquisition of such shares, subject,
        however, to the provisions of the Act.

7.      The directors shall control the shares and, subject to the provisions of
        these Articles, may allot or otherwise dispose of them to such person at
        such times, on such terms and conditions and, if the shares have a par
        value, either at a premium or at par, as they think fit.

8.      The directors may pay on behalf of the Company a reasonable commission
        to any person in consideration of subscribing or agreeing to subscribe
        (whether absolutely or conditionally) for any shares in the Company, or
        procuring or agreeing to procure subscriptions (whether absolute or
        conditional) for any shares in the Company. Subject to the Act, the
        commission may be paid or satisfied in shares of the Company.

9.      On the issue of shares the Company may arrange among the holders thereof
        differences in the calls to be paid and in the times for their payment.

10.     If the whole or part of the allotment price of any shares is, by the
        conditions of their allotment, payable in instalments, every such
        instalment shall, when due, be payable to the Company by the person who
        is at such time the registered holder of the shares.

11.     Shares may be registered in the names of joint holders not exceeding
        three in number.

12.     Joint holders of a share shall be jointly and severally liable for the
        payment of all instalments and calls due in respect of such share. On
        the death of one or more joint holders of shares the survivor or
        survivors of them shall alone be recognized by the Company as the
        registered holder or holders of the shares.


                                      - 3 -

13.      Save as herein otherwise provided, the Company may treat the registered
         holder of any share as the absolute owner thereof and accordingly shall
         not, except as ordered by a court of competent jurisdiction or required
         by statute, be bound to recognize any equitable or other claim to or
         interest in such share on the part of any other person.

14.      The Company is a private company, and:

        (1)     no transfer of any share or prescribed security of the Company
                shall be effective unless or until approved by the directors;

        (2)     the number of holders of issued and outstanding prescribed
                securities or shares of the Company, exclusive of persons who
                are in the employment of the Company or in the employment of an
                affiliate of the Company and exclusive of persons who, having
                been formerly in the employment of the Company or the employment
                of an affiliate of the Company, were, while in that employment,
                and have continued after termination of that employment, to own
                at least one prescribed security or share of the Company, shall
                not exceed 50 in number, two or more persons or companies who
                are the joint registered owners of one or more prescribed
                securities or shares being counted as one holder; and

        (3)     the Company shall not invite the public to subscribe for any of
                its securities.

14      In this Article, "private company" and "securities" have the meanings
        ascribed to those terms in the SECURITIES ACT (Nova Scotia), and
        "prescribed security" means any of the securities prescribed by the Nova
        Scotia Securities Commission from time to time for the purpose of the
        definition of "private company" in the SECURITIES ACT (Nova Scotia).

                                  CERTIFICATES

15.     Certificates of title to shares shall comply with the Act and may
        otherwise be in such form as the directors may from time to time
        determine. Unless the directors otherwise determine, every certificate
        of title to shares shall be signed manually by at least one of the
        Chairman, President, Secretary, Treasurer, a vice-president, an
        assistant secretary, any other officer of the Company or any director of
        the Company or by or on behalf of a share registrar transfer agent or
        branch transfer agent appointed by the Company or by any other person
        whom the directors may designate. When signatures of more than one
        person appear on a certificate all but one may be printed or otherwise
        mechanically reproduced. All such certificates when signed as provided
        in this Article shall be valid and binding upon the Company. If a
        certificate contains a printed or mechanically reproduced signature of a
        person, the Company may issue the certificate, notwithstanding that the
        person has ceased to be a director or an officer of the Company and the
        certificate is as valid as if such person were a director or an officer
        at the date of its issue.


                                      - 4 -

16.     Except as the directors may determine, each shareholder's shares may be
        evidenced by any number of certificates so long as the aggregate of the
        shares stipulated in such certificates equals the aggregate registered
        in the name of the shareholder.

17.     Where shares are registered in the names of two or more persons, the
        Company shall not be bound to issue more than one certificate or set of
        certificates, and such certificate or set of certificates shall be
        delivered to the person first named on the Register.

18.     Any certificate that has become worn, damaged or defaced may, upon its
        surrender to the directors, be cancelled and replaced by a new
        certificate. Any certificate that has become lost or destroyed may be
        replaced by a new certificate upon proof of such loss or destruction to
        the satisfaction of the directors and the furnishing to the Company of
        such undertakings of indemnity as the directors deem adequate.

19.     The sum of one dollar or such other sum as the directors from time to
        time determine shall be paid to the Company for every certificate other
        than the first certificate issued to any holder in respect of any share
        or shares.

20.     The directors may cause one or more branch Registers of shareholders to
        be kept in any place or places, whether inside or outside of Nova
        Scotia.

                                      CALLS

21.     The directors may make such calls upon the shareholders in respect of
        all amounts unpaid on the shares held by them respectively and not made
        payable at fixed times by the conditions on which such shares were
        allotted, and each shareholder shall pay the amount of every call so
        made to the person and at the times and places appointed by the
        directors. A call may be made payable by instalments.

22.     A call shall be deemed to have been made at the time when the resolution
        of the directors authorizing such call was passed.

23.     At least 14 days' notice of any call shall be given, and such notice
        shall specify the time and place at which and the person to whom such
        call shall be paid.

24.     If the sum payable in respect of any call or instalment is not paid on
        or before the day appointed for the payment thereof, the holder for the
        time being of the share in respect of which the call has been made or
        the instalment is due shall pay interest on such call or instalment at
        the rate of 9% per year or such other rate of interest as the directors
        may determine from the day appointed for the payment thereof up to the
        time of actual payment.

25.     At the trial or hearing of any action for the recovery of any amount due
        for any call, it shall be sufficient to prove that the name of the
        shareholder sued is entered on the Register as the holder or one of the
        holders of the share or shares in respect of which such debt accrued,
        that the resolution making the call is duly recorded in the minute book
        and that such notice of such call was duly given to the shareholder sued
        in pursuance of these Articles. It shall not


                                      - 5 -

        be necessary to prove the appointment of the directors who made such
        call or any other matters whatsoever and the proof of the matters
        stipulated shall be conclusive evidence of the debt.

                              FORFEITURE OF SHARES

26.     If any shareholder fails to pay any call or instalment on or before the
        day appointed for payment, the directors may at any time thereafter
        while the call or instalment remains unpaid serve a notice on such
        shareholder requiring payment thereof together with any interest that
        may have accrued and all expenses that may have been incurred by the
        Company by reason of such non-payment.

27.     The notice shall name a day (not being less than 14 days after the date
        of the notice) and a place or places on and at which such call or
        instalment and such interest and expenses are to be paid. The notice
        shall also state that, in the event of non-payment on or before the day
        and at the place or one of the places so named, the shares in respect of
        which the call was made or instalment is payable will be liable to be
        forfeited.

28.     If the requirements of any such notice are not complied with, any shares
        in respect of which such notice has been given may at any time
        thereafter, before payment of all calls or instalments, interest and
        expenses due in respect thereof, be forfeited by a resolution of the
        directors to that effect. Such forfeiture shall include all dividends
        declared in respect of the forfeited shares and not actually paid before
        the forfeiture.

29.     When any share has been so forfeited, notice of the resolution shall be
        given to the shareholder in whose name it stood immediately prior to the
        forfeiture and an entry of the forfeiture shall be made in the Register.

30.     Any share so forfeited shall be deemed the property of the Company and
        the directors may sell, re-allot or otherwise dispose of it in such
        manner as they think fit.

31.     The directors may at any time before any share so forfeited has been
        sold, re-allotted or otherwise disposed of, annul the forfeiture thereof
        upon such conditions as they think fit.

32.     Any shareholder whose shares have been forfeited shall nevertheless be
        liable to pay and shall forthwith pay to the Company all calls,
        instalments, interest and expenses owing upon or in respect of such
        shares at the time of the forfeiture together with interest thereon at
        the rate of 9% per year or such other rate of interest as the directors
        may determine from the time of forfeiture until payment. The directors
        may enforce such payment if they think fit, but are under no obligation
        to do so.

33.     A certificate signed by the Secretary stating that a share has been duly
        forfeited on a specified date in pursuance of these Articles and the
        time when it was forfeited shall be conclusive evidence of the facts
        therein stated as against any person who would have been entitled to the
        share but for such forfeiture.


                                      - 6 -

                                 LIEN ON SHARES

34.      The Company shall have a first and paramount lien upon all shares
         (other than fully paid-up shares) registered in the name of a
         shareholder (whether solely or jointly with others) and upon the
         proceeds from the sale thereof for debts, liabilities and other
         engagements of the shareholder, solely or jointly with any other
         person, to or with the Company, whether or not the period for the
         payment, fulfilment or discharge thereof has actually arrived, and such
         lien shall extend to all dividends declared in respect of such shares.
         Unless otherwise agreed, the registration of a transfer of shares shall
         operate as a waiver of any lien of the Company on such shares.

35.      For the purpose of enforcing such lien the directors may sell the
         shares subject to it in such manner as they think fit, but no sale
         shall be made until the period for the payment, fulfilment or discharge
         of such debts, liabilities or other engagements has arrived, and until
         notice in writing of the intention to sell has been given to such
         shareholder or the shareholder's executors or administrators and
         default has been made by them in such payment, fulfilment or discharge
         for seven days after such notice.

36.      The net proceeds of any such sale after the payment of all costs shall
         be applied in or towards the satisfaction of such debts, liabilities or
         engagements and the residue, if any, paid to such shareholder.

                                VALIDITY OF SALES

37.      Upon any sale after forfeiture or to enforce a lien in purported
         exercise of the powers given by these Articles the directors may cause
         the purchaser's name to be entered in the Register in respect of the
         shares sold, and the purchaser shall not be bound to see to the
         regularity of the proceedings or to the application of the purchase
         money, and after the purchaser's name has been entered in the Register
         in respect of such shares the validity of the sale shall not be
         impeached by any person and the remedy of any person aggrieved by the
         sale shall be in damages only and against the Company exclusively.

                               TRANSFER OF SHARES

38.     The instrument of transfer of any share in the Company shall be signed
        by the transferor. The transferor shall be deemed to remain the holder
        of such share until the name of the transferee is entered in the
        Register in respect thereof and shall be entitled to receive any
        dividend declared thereon before the registration of the transfer.

39.     The instrument of transfer of any share shall be in writing in the
        following form or to the following effect:

                For value received, ______ hereby sell, assign, and transfer
                unto ___________ , __________ shares in the capital of the
                Company represented by the within certificate, and do hereby
                irrevocably constitute and appoint __________ attorney to
                transfer such shares on the books of the Company with full power
                of substitution in the premises.


                                      - 7 -

                Dated the ____ day of ____________ , _____

                Witness:

40.     The directors may, without assigning any reason therefor, decline to
        register any transfer of shares

        (1)     not fully paid-up or upon which the Company has a lien, or

        (2)     the transfer of which is restricted by any agreement to which
                the Company is a party.

41.     Every instrument of transfer shall be left for registration at the
        Office of the Company, or at any office of its transfer agent where a
        Register is maintained, together with the certificate of the shares to
        be transferred and such other evidence as the Company may require to
        prove title to or the right to transfer the shares.

42.     The directors may require that a fee determined by them be paid before
        or after registration of any transfer.

43.     Every instrument of transfer shall, after its registration, remain in
        the custody of the Company. Any instrument of transfer that the
        directors decline to register shall, except in case of fraud, be
        returned to the person who deposited it.

                             TRANSMISSION OF SHARES

44.     The executors or administrators of a deceased shareholder (not being one
        of several joint holders) shall be the only persons recognized by the
        Company as having any title to the shares registered in the name of such
        shareholder. When a share is registered in the names of two or more
        joint holders, the survivor or survivors or the executors or
        administrators of the deceased shareholder, shall be the only persons
        recognized by the Company as having any title to, or interest in, such
        share.

45.     Notwithstanding anything in these Articles, if the Company has only one
        shareholder (not being one of several joint holders) and that
        shareholder dies, the executors or administrators of the deceased
        shareholder shall be entitled to register themselves in the Register as
        the holders of the shares registered in the name of the deceased
        shareholder whereupon they shall have all the rights given by these
        Articles and by law to shareholders.

46.     Any person entitled to shares upon the death or bankruptcy of any
        shareholder or in any way other than by allotment or transfer, upon
        producing such evidence of entitlement as the directors require, may be
        registered as a shareholder in respect of such shares, or may, without
        being registered, transfer such shares subject to the provisions of
        these Articles respecting the transfer of shares. The directors shall
        have the same right to refuse registration as if the transferee were
        named in an ordinary transfer presented for registration.


                                      - 8 -

                               SURRENDER OF SHARES

47.     The directors may accept the surrender of any share by way of compromise
        of any question as to the holder being properly registered in respect
        thereof. Any share so surrendered may be disposed of in the same manner
        as a forfeited share.

                        INCREASE AND REDUCTION OF CAPITAL

48.     Subject to the Act, the shareholders may by special resolution amend
        these Articles to increase or alter the share capital of the Company as
        they think expedient. Without prejudice to any special rights previously
        conferred on the holders of existing shares, any share may be issued
        with such preferred, deferred or other special rights, or with such
        restrictions, whether in regard to dividends, voting, return of share
        capital or otherwise, as the shareholders may from time to time
        determine by special resolution. Except as otherwise provided by the
        conditions of issue, or by these Articles, any capital raised by the
        creation of new shares shall be considered part of the original capital
        and shall be subject to the provisions herein contained with reference
        to payment of calls and instalments, transfer and transmission,
        forfeiture, lien and otherwise.

49.     The Company may, by special resolution where required, reduce its share
        capital in any way and with and subject to any incident authorized and
        consent required by law. Subject to the Act and any provisions attached
        to such shares, the Company may redeem, purchase or acquire any of its
        shares and the directors may determine the manner and the terms for
        redeeming, purchasing or acquiring such shares and may provide a sinking
        fund on such terms as they think fit for the redemption, purchase or
        acquisition of shares of any class or series.

                     MEETINGS AND VOTING BY CLASS OR SERIES

50.     Where the holders of shares of a class or series have, under the Act,
        the terms or conditions attaching to such shares or otherwise, the right
        to vote separately as a class in respect of any matter then, except as
        provided in the Act, these Articles or such terms or conditions, all the
        provisions in these Articles concerning general meetings (including,
        without limitation, provisions respecting notice, quorum and procedure)
        shall, MUTATIS MUTANDIS, apply to every meeting of holders of such class
        or series of shares convened for the purpose of such vote.

51.     Unless the rights, privileges, terms or conditions attached to a class
        or series of shares provide otherwise, such class or series of shares
        shall not have the right to vote separately as a class or series upon an
        amendment to the Memorandum or Articles to:

        (1)     increase or decrease any maximum number of authorized shares of
                such class or series, or increase any maximum number of
                authorized shares of a class or series having rights or
                privileges equal or superior to the shares of such class or
                series;

        (2)     effect an exchange, reclassification or cancellation of all or
                part of the shares of such class or series; or


                                      - 9 -

        (3)     create a new class or series of shares equal or superior to the
                shares of such class or series.

                                BORROWING POWERS

52.     The directors on behalf of the Company may:

        (1)     raise or borrow money for the purposes of the Company or any of
                them;

        (2)     secure, subject to the sanction of a special resolution where
                required by the Act, the repayment of funds so raised or
                borrowed in such manner and upon such terms and conditions in
                all respects as they think fit, and in particular by the
                execution and delivery of mortgages of the Company's real or
                personal property, or by the issue of bonds, debentures or other
                securities of the Company secured by mortgage or other charge
                upon all or any part of the property of the Company, both
                present and future including its uncalled capital for the time
                being;

        (3)     sign or endorse bills, notes, acceptances, cheques, contracts,
                and other evidence of or securities for funds borrowed or to be
                borrowed for the purposes aforesaid;

        (4)     pledge debentures as security for loans;

        (5)     guarantee obligations of any person.

53.     Bonds, debentures and other securities may be made assignable, free from
        any equities between the Company and the person to whom such securities
        were issued.

54.     Any bonds, debentures and other securities may be issued at a discount,
        premium or otherwise and with special privileges as to redemption,
        surrender, drawings, allotment of shares, attending and voting at
        general meetings of the Company, appointment of directors and other
        matters.

                                GENERAL MEETINGS

55.     Ordinary general meetings of the Company shall be held at least once in
        every calendar year at such time and place as may be determined by the
        directors and not later than 15 months after the preceding ordinary
        general meeting. All other meetings of the Company shall be called
        special general meetings. Ordinary or special general meetings may be
        held either within or without the Province of Nova Scotia.

56.     The President, a vice-president or the directors may at any time convene
        a special general meeting, and the directors, upon the requisition of
        shareholders in accordance with the Act shall forthwith proceed to
        convene such meeting or meetings to be held at such time and place or
        times and places as the directors determine.


                                     - 10 -

57.     The requisition shall state the objects of the meeting requested, be
        signed by the requisitionists and deposited at the Office of the
        Company. It may consist of several documents in like form each signed
        by one or more of the requisitionists.

58.     At least seven clear days' notice, or such longer period of notice as
        may be required by the Act, of every general meeting, specifying the
        place, day and hour of the meeting and, when special business is to be
        considered, the general nature of such business, shall be given to the
        shareholders entitled to be present at such meeting by notice given as
        permitted by these Articles. With the consent in writing of all the
        shareholders entitled to vote at such meeting, a meeting may be convened
        by a shorter notice and in any manner they think fit, or notice of the
        time, place and purpose of the meeting may be waived by all of the
        shareholders.

59.     When it is proposed to pass a special resolution, the two meetings may
        be convened by the same notice, and it shall be no objection to such
        notice that it only convenes the second meeting contingently upon the
        resolution being passed by the requisite majority at the first meeting.

60.     The accidental omission to give notice to a shareholder, or non-receipt
        of notice by a shareholder, shall not invalidate any resolution passed
        at any general meeting.

                                  RECORD DATES

61.     (1)     The directors may fix in advance a date as the record date for
                the determination of shareholders

                (a)     entitled to receive payment of a dividend or entitled to
                        receive any distribution;

                (b)     entitled to receive notice of a meeting; or

                (c)     for any other purpose.

        (2)     If no record date is fixed, the record date for the
                determination of shareholders

                (a)     entitled to receive notice of a meeting shall be the day
                        immediately preceding the day on which the notice is
                        given, or, if no notice is given, the day on which the
                        meeting is held; and

                (b)     for any other purpose shall be the day on which the
                        directors pass the resolution relating to the particular
                        purpose.

                         PROCEEDINGS AT GENERAL MEETINGS

62.     The business of an ordinary general meeting shall be to receive and
        consider the financial statements of the Company and the report of the
        directors and the report, if any, of the


                                     - 11 -

        auditors, to elect directors in the place of those retiring and to
        transact any other business which under these Articles ought to be
        transacted at an ordinary general meeting.

63.     No business shall be transacted at any general meeting unless the
        requisite quorum is present at the commencement of the business. A
        corporate shareholder of the Company that has a duly authorized agent or
        representative present at any such meeting shall for the purpose of this
        Article be deemed to be personally present at such meeting.

64.     One person, being a shareholder, proxyholder or representative of a
        corporate shareholder, present and entitled to vote shall constitute a
        quorum for a general meeting, and may hold a meeting.

65.     The Chairman shall be entitled to take the chair at every general
        meeting or, if there be no Chairman, or if the Chairman is not present
        within 15 minutes after the time appointed for holding the meeting, the
        President or, failing the President, a vice-president shall be entitled
        to take the chair. If the Chairman, the President or a vice-president is
        not present within 15 minutes after the time appointed for holding the
        meeting or if all such persons present decline to take the chair, the
        shareholders present entitled to vote at the meeting shall choose
        another director as chairman and if no director is present or if all the
        directors present decline to take the chair, then such shareholders
        shall choose one of their number to be chairman.

66.     If within half an hour from the time appointed for a general meeting a
        quorum is not present, the meeting, if it was convened pursuant to a
        requisition of shareholders, shall be dissolved; if it was convened in
        any other way, it shall stand adjourned to the same day, in the next
        week, at the same time and place. If at the adjourned meeting a quorum
        is not present within half an hour from the time appointed for the
        meeting, the shareholders present shall be a quorum and may hold the
        meeting.

67.     Subject to the Act, at any general meeting a resolution put to the
        meeting shall be decided by a show of hands unless, either before or on
        the declaration of the result of the show of hands, a poll is demanded
        by the chairman, a shareholder or a proxyholder; and unless a poll is so
        demanded, a declaration by the chairman that the resolution has been
        carried, earned by a particular majority, lost or not carried by a
        particular majority and an entry to that effect in the Company's book of
        proceedings shall be conclusive evidence of the fact without proof of
        the number or proportion of the votes recorded in favour or against such
        resolution.

68.     When a poll is demanded, it shall be taken in such manner and at such
        time and place as the chairman directs, and either at once or after an
        interval or adjournment or otherwise. The result of the poll shall be
        the resolution of the meeting at which the poll was demanded. The demand
        of a poll may be withdrawn. When any dispute occurs over the admission
        or rejection of a vote, it shall be resolved by the chairman and such
        determination made in good faith shall be final and conclusive.

69.     The chairman shall not have a casting vote in addition to any vote or
        votes that the Chairman has as a shareholder.


                                     - 12 -

70.     The chairman of a general meeting may with the consent of the meeting
        adjourn the meeting from time to time and from place to place, but no
        business shall be transacted at any adjourned meeting other than the
        business left unfinished at the meeting that was adjourned.

71.     Any poll demanded on the election of a chairman or on a question of
        adjournment shall be taken forthwith without adjournment.

72.     The demand of a poll shall not prevent the continuance of a meeting for
        the transaction of any business other than the question on which a poll
        has been demanded.

                              VOTES OF SHAREHOLDERS

73.     Subject to the Act and to any provisions attached to any class or series
        of shares concerning or restricting voting rights:

        (1)     on a show of hands every shareholder present in person, every
                duly authorized representative of a corporate shareholder, and,
                if not prevented from voting by the Act, every proxyholder,
                shall have one vote; and

        (2)     on a poll every shareholder present in person, every duly
                authorized representative of a corporate shareholder, and every
                proxyholder, shall have one vote for every share held;

        whether or not such representative or proxyholder is a shareholder.

74.     Any person entitled to transfer shares upon the death or bankruptcy of
        any shareholder or in any way other than by allotment or transfer may
        vote at any general meeting in respect thereof in the same manner as if
        such person were the registered holder of such shares so long as the
        directors are satisfied at least 48 hours before the time of holding the
        meeting of such person's right to transfer such shares.

75.     Where there are joint registered holders of any share, any of such
        holders may vote such share at any meeting, either personally or by
        proxy, as if solely entitled to it. If more than one joint holder is
        present at any meeting, personally or by proxy, the one whose name
        stands first on the Register in respect of such share shall alone be
        entitled to vote it. Several executors or administrators of a deceased
        shareholder in whose name any share stands shall for the purpose of this
        Article be deemed joint holders thereof.

76.     Votes may be cast either personally or by proxy or, in the case of a
        corporate shareholder by a representative duly authorized under the Act.

77.     A proxy shall be in writing and executed in the manner provided in the
        Act. A proxy or other authority of a corporate shareholder does not
        require its seal.


                                     - 13 -

78.     A shareholder of unsound mind in respect of whom an order has been made
        by any court of competent jurisdiction may vote by guardian or other
        person in the nature of a guardian appointed by that court, and any such
        guardian or other person may vote by proxy.

79.     A proxy and the power of attorney or other authority, if any, under
        which it is signed or a notarially certified copy of that power or
        authority shall be deposited at the Office of the Company or at such
        other place as the directors may direct. The directors may, by
        resolution, fix a time not exceeding 48 hours excluding Saturdays and
        holidays preceding any meeting or adjourned meeting before which time
        proxies to be used at that meeting must be deposited with the Company at
        its Office or with an agent of the Company. Notice of the requirement
        for depositing proxies shall be given in the notice calling the meeting.
        The chairman of the meeting shall determine all questions as to validity
        of proxies and other instruments of authority.

80.     A vote given in accordance with the terms of a proxy shall be valid
        notwithstanding the previous death of the principal, the revocation of
        the proxy, or the transfer of the share in respect of which the vote is
        given, provided no intimation in writing of the death, revocation or
        transfer is received at the Office of the Company before the meeting or
        by the chairman of the meeting before the vote is given.

81.     Every form of proxy shall comply with the Act and its regulations and
        subject thereto may be in the following form:

                I, ________________ of __________ being a shareholder of
                ___________ hereby appoint __________________ of ____________
                (or failing him/her ___________ of _______________) as my
                proxyholder to attend and to vote for me and on my behalf at the
                ordinary/special general meeting of the Company, to be held on
                the day of and at any adjournment thereof, or at any meeting of
                the Company which may be held prior to [insert specified date or
                event].

                [If the proxy is solicited by or behalf of the management of the
                Company, insert a statement to that effect]

                Dated this _____ day of _____________.


                _________________________
                     Shareholder

82.     Subject to the Act, no shareholder shall be entitled to be present or to
        vote on any question, either personally or by proxy, at any general
        meeting or be reckoned in a quorum while any call is due and payable to
        the Company in respect of any of the shares of such shareholder.

83.     Any resolution passed by the directors, notice of which has been given
        to the shareholders in the manner in which notices are hereinafter
        directed to be given and which is, within one month after it has been
        passed, ratified and confirmed in writing by shareholders entitled on a
        poll to three-fifths of the votes, shall be as valid and effectual as a
        resolution of a general meeting. This Article shall not apply to a
        resolution for winding up the Company or to a


                                     - 14 -

        resolution dealing with any matter that by statute or these Articles
        ought to be dealt with by a special resolution or other method
        prescribed by statute.

84.     A resolution, including a special resolution, in writing and signed by
        every shareholder who would be entitled to vote on the resolution at a
        meeting is as valid as if it were passed by such shareholders at a
        meeting and satisfies all of the requirements of the Act respecting
        meetings of shareholders.

                                    DIRECTORS

85.     Unless otherwise determined by resolution of shareholders, the number of
        directors shall not be less than one or more than ten.

86.     Notwithstanding anything herein contained the subscribers to the
        Memorandum shall be the first directors of the Company.

87.     The directors may be paid out of the funds of the Company as
        remuneration for their service such sums, if any, as the Company may by
        resolution of its shareholders determine, and such remuneration shall be
        divided among them in such proportions and manner as the directors
        determine. The directors may also be paid their reasonable travelling,
        hotel and other expenses incurred in attending meetings of directors and
        otherwise in the execution of their duties as directors.

88.     The continuing directors may act notwithstanding any vacancy in their
        body, but if their number falls below the minimum permitted, the
        directors shall not, except in emergencies or for the purpose of filling
        vacancies, act so long as their number is below the minimum.

89.     A director may, in conjunction with the office of director, and on such
        terms as to remuneration and otherwise as the directors arrange or
        determine, hold any other office or place of profit under the Company or
        under any company in which the Company is a shareholder or is otherwise
        interested.

90.     The office of a director shall IPSO FACTO be vacated, if the director:

        (1)     becomes bankrupt or makes an assignment for the benefit of
                creditors;

        (2)     is, or is found by a court of competent jurisdiction to be, of
                unsound mind;

        (3)     by notice in writing to the Company, resigns the office of
                director; or

        (4)     is removed in the manner provided by these Articles.

91.     No director shall be disqualified by holding the office of director from
        contracting with the Company, either as vendor, purchaser, or otherwise,
        nor shall any such contract, or any contract or arrangement entered into
        or proposed to be entered into by or on behalf of the Company in which
        any director is in any way interested, either directly or indirectly, be


                                     - 15 -

        avoided, nor shall any director so contracting or being so interested be
        liable to account to the Company for any profit realized by any such
        contract or arrangement by reason only of such director holding that
        office or of the fiduciary relations thereby established, provided the
        director makes a declaration or gives a general notice in accordance
        with the Act. No director shall, as a director, vote in respect of any
        contract or arrangement in which the director is so interested, and if
        the director does so vote, such vote shall not be counted. This
        prohibition may at any time or times be suspended or relaxed to any
        extent by a resolution of the shareholders and shall not apply to any
        contract by or on behalf of the Company to give to the directors or any
        of them any security for advances or by way of indemnity.

                              ELECTION OF DIRECTORS

92.     At the dissolution of every ordinary general meeting at which their
        successors are elected, all the directors shall retire from office and
        be succeeded by the directors elected at such meeting. Retiring
        directors shall be eligible for re-election.

93.     If at any ordinary general meeting at which an election of directors
        ought to take place no such election takes place, or if no ordinary
        general meeting is held in any year or period of years, the retiring
        directors shall continue in office until their successors are elected.

94.     The Company may by resolution of its shareholders elect any number of
        directors permitted by these Articles and may determine or alter their
        qualification.

95.     The Company may, by special resolution or in any other manner permitted
        by statute, remove any director before the expiration of such director's
        period of office and may, if desired, appoint a replacement to hold
        office during such time only as the director so removed would have held
        office.

96.     The directors may appoint any other person as a director so long as the
        total number of directors does not at any time exceed the maximum number
        permitted. No such appointment, except to fill a casual vacancy, shall
        be effective unless two-thirds of the directors concur in it. Any casual
        vacancy occurring among the directors may be filled by the directors,
        but any person so chosen shall retain office only so long as the
        vacating director would have retained it if the vacating director had
        continued as director.

                                MANAGING DIRECTOR

97.     The directors may appoint one or more of their body to be managing
        directors of the Company, either for a fixed term or otherwise, and may
        remove or dismiss them from office and appoint replacements.

98.     Subject to the provisions of any contract between a managing director
        and the Company, a managing director shall be subject to the same
        provisions as to resignation and removal as the other directors of the
        Company. A managing director who for any reason ceases to hold the
        office of director shall ipso facto immediately cease to be a managing
        director.


                                     - 16 -

99.     The remuneration of a managing director shall from time to time be fixed
        by the directors and may be by way of any or all of salary, commission
        and participation in profits.

100.    The directors may from time to time entrust to and confer upon a
        managing director such of the powers exercisable under these Articles by
        the directors as they think fit, and may confer such powers for such
        time, and to be exercised for such objects and purposes and upon such
        terms and conditions, and with such restrictions as they think
        expedient; and they may confer such powers either collaterally with, or
        to the exclusion of, and in substitution for, all or any of the powers
        of the directors in that behalf; and may from time to time revoke,
        withdraw, alter or vary all or any of such powers.

                              CHAIRMAN OF THE BOARD

101.    The directors may elect one of their number to be Chairman and may
        determine the period during which the Chairman is to hold office. The
        Chairman shall perform such duties and receive such special remuneration
        as the directors may provide.

                          PRESIDENT AND VICE-PRESIDENTS

102.    The directors shall elect the President of the Company, who need not be
        a director, and may determine the period for which the President is to
        hold office. The President shall have general supervision of the
        business of the Company and shall perform such duties as may be assigned
        from time to time by the directors.

103.    The directors may also elect vice-presidents, who need not be directors,
        and may determine the periods for which they are to hold office. A
        vice-president shall, at the request of the President or the directors
        and subject to the directions of the directors, perform the duties of
        the President during the absence, illness or incapacity of the
        President, and shall also perform such duties as may be assigned by the
        President or the directors.

                             SECRETARY AND TREASURER

104.    The directors shall appoint a Secretary of the Company to keep minutes
        of shareholders' and directors' meetings and perform such other duties
        as may be assigned by the directors. The directors may also appoint a
        temporary substitute for the Secretary who shall, for the purposes of
        these Articles, be deemed to be the Secretary.

105.    The directors may appoint a treasurer of the Company to carry out such
        duties as the directors may assign.

                                    OFFICERS

106.    The directors may elect or appoint such other officers of the Company,
        having such powers and duties, as they think fit.


                                     - 17 -

107.    If the directors so decide the same person may hold more than one of the
        offices provided for in these Articles.

                            PROCEEDINGS OF DIRECTORS

108.    The directors may meet together for the dispatch of business, adjourn
        and otherwise regulate their meetings and proceedings, as they think
        fit, and may determine the quorum necessary for the transaction of
        business. Until otherwise determined, one director shall constitute a
        quorum and may hold a meeting.

109.    If all directors of the Company entitled to attend a meeting either
        generally or specifically consent, a director may participate in a
        meeting of directors or of a committee of directors by means of such
        telephone or other communications facilities as permit all persons
        participating in the meeting to hear each other, and a director
        participating in such a meeting by such means is deemed to be present at
        that meeting for purposes of these Articles.

110.    Meetings of directors may be held either within or without the Province
        of Nova Scotia and the directors may from time to time make arrangements
        relating to the time and place of holding directors' meetings, the
        notices to be given for such meetings and what meetings may be held
        without notice. Unless otherwise provided by such arrangements:

        (1)     A meeting of directors may be held at the close of every
                ordinary general meeting of the Company without notice.

        (2)     Notice of every other directors' meeting may be given as
                permitted by these Articles to each director at least 48 hours
                before the time fixed for the meeting.

        (3)     A meeting of directors may be held without formal notice if all
                the directors are present or if those absent have signified
                their assent to such meeting or their consent to the business
                transacted at such meeting.

111.    The President or any director may at any time, and the Secretary, upon
        the request of the President or any director, shall summon a meeting of
        the directors to be held at the Office of the Company. The President,
        the Chairman or a majority of the directors may at any time, and the
        Secretary, upon the request of the President, the Chairman or a majority
        of the directors, shall summon a meeting to be held elsewhere.

112.    (1)     Questions arising at any meeting of directors shall be decided
                by a majority of votes. The chairman of the meeting may vote as
                a director but shall not have a second or casting vote.

        (2)     At any meeting of directors the chairman shall receive and count
                the vote of any director not present in person at such meeting
                on any question or matter arising at such meeting whenever such
                absent director has indicated by telegram, letter or other
                writing lodged with the chairman of such meeting the manner in
                which the absent director desires to vote on such question or
                matter and such question or matter has


                                     - 18 -

                been specifically mentioned in the notice calling the meeting as
                a question or matter to be discussed or decided thereat. In
                respect of any such question or matter so mentioned in such
                notice any director may give to any other director a proxy
                authorizing such other director to vote for such first named
                director at such meeting, and the chairman of such meeting,
                after such proxy has been so lodged, shall receive and count any
                vote given in pursuance thereof notwithstanding the absence of
                the director giving such proxy.

113.    If no Chairman is elected, or if at any meeting of directors the
        Chairman is not present within five minutes after the time appointed for
        holding the meeting, or declines to take the chair, the President, if a
        director, shall preside. If the President is not a director, is not
        present at such time or declines to take the chair, a vice-president who
        is also a director shall preside. If no person described above is
        present at such time and willing to take the chair, the directors
        present shall choose some one of their number to be chairman of the
        meeting.

114.    A meeting of the directors at which a quorum is present shall be
        competent to exercise all or any of the authorities, powers and
        discretions for the time being vested in or exercisable by the directors
        generally.

115.    The directors may delegate any of their powers to committees consisting
        of such number of directors as they think fit. Any committee so formed
        shall in the exercise of the powers so delegated conform to any
        regulations that may be imposed on them by the directors.

116.    The meetings and proceedings of any committee of directors shall be
        governed by the provisions contained in these Articles for regulating
        the meetings and proceedings of the directors insofar as they are
        applicable and are not superseded by any regulations made by the
        directors.

117.    All acts done at any meeting of the directors or of a committee of
        directors or by any person acting as a director shall, notwithstanding
        that it is afterwards discovered that there was some defect in the
        appointment of the director or person so acting, or that they or any of
        them were disqualified, be as valid as if every such person had been
        duly appointed and was qualified to be a director.

118.    A resolution in writing and signed by every director who would be
        entitled to vote on the resolution at a meeting is as valid as if it
        were passed by such directors at a meeting.

119.    If any one or more of the directors is called upon to perform extra
        services or to make any special exertions in going or residing abroad or
        otherwise for any of the purposes of the Company or the business
        thereof, the Company may remunerate the director or directors so doing,
        either by a fixed sum or by a percentage of profits or otherwise. Such
        remuneration shall be determined by the directors and may be either in
        addition to or in substitution for remuneration otherwise authorized by
        these Articles.


                                     - 19 -

                                    REGISTERS

120.    The directors shall cause to be kept at the Company's Office in
        accordance with the provisions of the Act a Register of the shareholders
        of the Company, a register of the holders of bonds, debentures and other
        securities of the Company and a register of its directors. Branch
        registers of the shareholders and of the holders of bonds, debentures
        and other securities may be kept elsewhere, either within or without the
        Province of Nova Scotia, in accordance with the Act.

                                     MINUTES

121.    The directors shall cause minutes to be entered in books designated for
        the purpose:

        (1)     of all appointments of officers;

        (2)     of the names of directors present at each meeting of directors
                and of any committees of directors;

        (3)     of all orders made by the directors and committees of directors;
                and

        (4)     of all resolutions and proceedings of meetings of shareholders
                and of directors.

        Any such minutes of any meeting of directors or of any committee of
        directors or of shareholders, if purporting to be signed by the chairman
        of such meeting or by the chairman of the next succeeding meeting, shall
        be receivable as prima facie evidence of the matters stated in such
        minutes.

                               POWERS OF DIRECTORS

122.    The management of the business of the Company is vested in the directors
        who, in addition to the powers and authorities by these Articles or
        otherwise expressly conferred upon them, may exercise all such powers
        and do all such acts and things as may be exercised or done by the
        Company and are not hereby or by statute expressly directed or required
        to be exercised or done by the shareholders, but subject nevertheless to
        the provisions of any statute, the Memorandum or these Articles. No
        modification of the Memorandum or these Articles shall invalidate any
        prior act of the directors that would have been valid if such
        modification had not been made.

123.    Without restricting the generality of the terms of any of these Articles
        and without prejudice to the powers conferred thereby, the directors
        may:

        (1)     take such steps as they think fit to carry out any agreement or
                contract made by or on behalf of the Company;

        (2)     pay costs, charges and expenses preliminary and incidental to
                the promotion, formation, establishment, and registration of the
                Company;


                                     - 20 -

        (3)     purchase or otherwise acquire for the Company any property,
                rights or privileges that the Company is authorized to acquire,
                at such price and generally on such terms and conditions as they
                think fit;

        (4)     pay for any property, rights or privileges acquired by, or
                services rendered to the Company either wholly or partially in
                cash or in shares (fully paid-up or otherwise), bonds,
                debentures or other securities of the Company;

        (5)     subject to the Act, secure the fulfilment of any contracts or
                engagements entered into by the Company by mortgaging or
                charging all or any of the property of the Company and its
                unpaid capital for the time being, or in such other manner as
                they think fit;

        (6)     appoint, remove or suspend at their discretion such experts,
                managers, secretaries, treasurers, officers, clerks, agents and
                servants for permanent, temporary or special services, as they
                from time to time think fit, and determine their powers and
                duties and fix their salaries or emoluments and require security
                in such instances and to such amounts as they think fit;

        (7)     accept a surrender of shares from any shareholder insofar as the
                law permits and on such terms and conditions as may be agreed;

        (8)     appoint any person or persons to accept and hold in trust for
                the Company any property belonging to the Company, or in which
                it is interested, execute and do all such deeds and things as
                may be required in relation to such trust, and provide for the
                remuneration of such trustee or trustees;

        (9)     institute, conduct, defend, compound or abandon any legal
                proceedings by and against the Company, its directors or its
                officers or otherwise concerning the affairs of the Company, and
                also compound and allow time for payment or satisfaction of any
                debts due and of any claims or demands by or against the
                Company;

        (10)    refer any claims or demands by or against the Company to
                arbitration and observe and perform the awards;

        (11)    make and give receipts, releases and other discharges for
                amounts payable to the Company and for claims and demands of the
                Company;

        (12)    determine who may exercise the borrowing powers of the Company
                and sign on the Company's behalf bonds, debentures or other
                securities, bills, notes, receipts, acceptances, assignments,
                transfers, hypothecations, pledges, endorsements, cheques,
                drafts, releases, contracts, agreements and all other
                instruments and documents;

        (13)    provide for the management of the affairs of the Company abroad
                in such manner as they think fit, and in particular appoint any
                person to be the attorney or agent of the Company with such
                powers (including power to sub-delegate) and upon such terms as
                may be thought fit;


                                     - 21 -

        (14)    invest and deal with any funds of the Company in such securities
                and in such manner as they think fit; and vary or realize such
                investments;

        (15)    subject to the Act, execute in the name and on behalf of the
                Company in favour of any director or other person who may incur
                or be about to incur any personal liability for the benefit of
                the Company such mortgages of the Company's property, present
                and future, as they think fit;

        (16)    give any officer or employee of the Company a commission on the
                profits of any particular business or transaction or a share in
                the general profits of the Company;

        (17)    set aside out of the profits of the Company before declaring any
                dividend such amounts as they think proper as a reserve fund to
                meet contingencies or provide for dividends, depreciation,
                repairing, improving and maintaining any of the property of the
                Company and such other purposes as the directors may in their
                absolute discretion think in the interests of the Company; and
                invest such amounts in such investments as they think fit, and
                deal with and vary such investments, and dispose of all or any
                part of them for the benefit of the Company, and divide the
                reserve fund into such special funds as they think fit, with
                full power to employ the assets constituting the reserve fund in
                the business of the Company without being bound to keep them
                separate from the other assets;

        (18)    make, vary and repeal rules respecting the business of the
                Company, its officers and employees, the shareholders of the
                Company or any section or class of them;

        (19)    enter into all such negotiations and contracts, rescind and vary
                all such contracts, and execute and do all such acts, deeds and
                things in the name and on behalf of the Company as they consider
                expedient for or in relation to any of the matters aforesaid or
                otherwise for the purposes of the Company;

        (20)    provide for the management of the affairs of the Company in such
                manner as they think fit.

                                   SOLICITORS

124.    The Company may employ or retain solicitors any of whom may, at the
        request or on the instruction of the directors, the Chairman, the
        President or a managing director, attend meetings of the directors or
        shareholders, whether or not the solicitor is a shareholder or a
        director of the Company. A solicitor who is also a director may
        nevertheless charge for services rendered to the Company as a solicitor.


                                     - 22 -

                                    THE SEAL

125.    The directors shall arrange for the safe custody of the common seal of
        the Company (the "Seal"). The Seal may be affixed to any instrument in
        the presence of and contemporaneously with the attesting signature of
        (i) any director or officer acting within such person's authority or
        (ii) any person under the authority of a resolution of the directors or
        a committee thereof. For the purpose of certifying documents or
        proceedings the Seal may be affixed by any director or the President, a
        vice-president, the Secretary, an assistant secretary or any other
        officer of the Company without the authorization of a resolution of the
        directors.

126.    The Company may have facsimiles of the Seal which may be used
        interchangeably with the Seal.

127.    The Company may have for use at any place outside the Province of Nova
        Scotia, as to all matters to which the corporate existence and capacity
        of the Company extends, an official seal that is a facsimile of the Seal
        of the Company with the addition on its face of the name of the place
        where it is to be used; and the Company may by writing under its Seal
        authorize any person to affix such official seal at such place to any
        document to which the Company is a party.

                                    DIVIDENDS

128.    The directors may from time to time declare such dividend as they deem
        proper upon shares of the Company according to the rights and
        restrictions attached to any class or series of shares, and may
        determine the date upon which such dividend will be payable and that it
        will be payable to the persons registered as the holders of the shares
        on which it is declared at the close of business upon a record date. No
        transfer of such shares registered after the record date shall pass any
        right to the dividend so declared.

129.    Dividends may be paid as permitted by law and, without limitation, may
        be paid out of the profits, retained earnings or contributed surplus of
        the Company. No interest shall be payable on any dividend except insofar
        as the rights attached to any class or series of shares provide
        otherwise.

130.    The declaration of the directors as to the amount of the profits,
        retained earnings or contributed surplus of the Company shall be
        conclusive.

131.    The directors may from time to time pay to the shareholders such interim
        dividends as in their judgment the position of the Company justifies.

132.    Subject to these Articles and the rights and restrictions attached to
        any class or series of shares, dividends may be declared and paid to the
        shareholders in proportion to the amount of capital paid-up on the
        shares (not including any capital paid-up bearing interest) held by them
        respectively.


                                      -23-

133.    The directors may deduct from the dividends payable to any shareholder
        amounts due and payable by the shareholder to the Company on account of
        calls, instalments or otherwise, and may apply the same in or towards
        satisfaction of such amounts so due and payable.

134.    The directors may retain any dividends on which the Company has a lien,
        and may apply the same in or towards satisfaction of the debts,
        liabilities or engagements in respect of which the lien exists.

135.    The directors may retain the dividends payable upon shares to which a
        person is entitled or entitled to transfer upon the death or bankruptcy
        of a shareholder or in any way other than by allotment or transfer,
        until such person has become registered as the holder of such shares or
        has duly transferred such shares.

136.    When the directors declare a dividend on a class or series of shares and
        also make a call on such shares payable on or before the date on which
        the dividend is payable, the directors may retain all or part of the
        dividend and set off the amount retained against the call.

137.    The directors may declare that a dividend be paid by the distribution of
        cash, paid-up shares (at par or at a premium), debentures, bonds or
        other securities of the Company or of any other company or any other
        specific assets held or to be acquired by the Company or in any one or
        more of such ways.

138.    The directors may settle any difficulty that may arise in regard to the
        distribution of a dividend as they think expedient, and in particular
        without restricting the generality of the foregoing may issue fractional
        certificates, may fix the value for distribution of any specific assets,
        may determine that cash payments will be made to any shareholders upon
        the footing of the value so fixed or that fractions may be disregarded
        in order to adjust the rights of all parties, and may vest cash or
        specific assets in trustees upon such trusts for the persons entitled to
        the dividend as may seem expedient to the directors.

139.    Any person registered as a joint holder of any share may give effectual
        receipts for all dividends and payments on account of dividends in
        respect of such share.

140.    Unless otherwise determined by the directors, any dividend may be paid
        by a cheque or warrant delivered to or sent through the post to the
        registered address of the shareholder entitled, or, when there are joint
        holders, to the registered address of that one whose name stands first
        on the register for the shares jointly held. Every cheque or warrant so
        delivered or sent shall be made payable to the order of the person to
        whom it is delivered or sent. The mailing or other transmission to a
        shareholder at the shareholder's registered address (or, in the case of
        joint shareholders at the address of the holder whose name stands first
        on the register) of a cheque payable to the order of the person to whom
        it is addressed for the amount of any dividend payable in cash after the
        deduction of any tax which the Company has properly withheld, shall
        discharge the Company's liability for the dividend unless the cheque is
        not paid on due presentation. If any cheque for a dividend payable in
        cash is not received, the Company shall issue to the shareholder a
        replacement cheque for the same amount on such terms as to indemnity and
        evidence of non-receipt as the directors may


                                     - 24 -

        impose. No shareholder may recover by action or other legal process
        against the Company any dividend represented by a cheque that has not
        been duly presented to a banker of the Company for payment or that
        otherwise remains unclaimed for 6 years from the date on which it was
        payable.

                                    ACCOUNTS

141.    The directors shall cause proper books of account to be kept of the
        amounts received and expended by the Company, the matters in respect of
        which such receipts and expenditures take place, all sales and purchases
        of goods by the Company, and the assets, credits and liabilities of the
        Company.

142.    The books of account shall be kept at the head office of the Company or
        at such other place or places as the directors may direct.

143.    The directors shall from time to time determine whether and to what
        extent and at what times and places and under what conditions the
        accounts and books of the Company or any of them shall be open to
        inspection of the shareholders, and no shareholder shall have any right
        to inspect any account or book or document of the Company except as
        conferred by statute or authorized by the directors or a resolution of
        the shareholders.

144.    At the ordinary general meeting in every year the directors shall lay
        before the Company such financial statements and reports in connection
        therewith as may be required by the Act or other applicable statute or
        regulation thereunder and shall distribute copies thereof at such times
        and to such persons as may be required by statute or regulation.

                               AUDITORS AND AUDIT

145.    Except in respect of a financial year for which the Company is exempt
        from audit requirements in the Act, the Company shall at each ordinary
        general meeting appoint an auditor or auditors to hold office until the
        next ordinary general meeting. If at any general meeting at which the
        appointment of an auditor or auditors is to take place and no such
        appointment takes place, or if no ordinary general meeting is held in
        any year or period of years, the directors shall appoint an auditor or
        auditors to hold office until the next ordinary general meeting.

146.    The first auditors of the Company may be appointed by the directors at
        any time before the first ordinary general meeting and the auditors so
        appointed shall hold office until such meeting unless previously removed
        by a resolution of the shareholders, in which event the shareholders may
        appoint auditors.

147.    The directors may fill any casual vacancy in the office of the auditor
        but while any such vacancy continues the surviving or continuing auditor
        or auditors, if any, may act.


                                     - 25 -

148.    The Company may appoint as auditor any person, including a shareholder,
        not disqualified by statute.

149.    An auditor may be removed or replaced in the circumstances and in the
        manner specified in the Act.

150.    The remuneration of the auditors shall be fixed by the shareholders, or
        by the directors pursuant to authorization given by the shareholders,
        except that the remuneration of an auditor appointed to fill a casual
        vacancy may be fixed by the directors.

151.    The auditors shall conduct such audit as may be required by the Act and
        their report, if any, shall be dealt with by the Company as required by
        the Act.

                                     NOTICES

152.    A notice (including any communication or document) shall be sufficiently
        given, delivered or served by the Company upon a shareholder, director,
        officer or auditor by personal delivery at such person's registered
        address (or, in the case of a director, officer or auditor, last known
        address) or by prepaid mail, telegraph, telex, facsimile machine or
        other electronic means of communication addressed to such person at such
        address.

153.    Shareholders having no registered address shall not be entitled to
        receive notice.

154.    All notices with respect to registered shares to which persons are
        jointly entitled may be sufficiently given to all joint holders thereof
        by notice given to whichever of such persons is named first in the
        Register for such shares.

155.    Any notice sent by mail shall be deemed to be given, delivered or served
        on the earlier of actual receipt and the third business day following
        that upon which it is mailed, and in proving such service it shall be
        sufficient to prove that the notice was properly addressed and mailed
        with the postage prepaid thereon. Any notice given by electronic means
        of communication shall be deemed to be given when entered into the
        appropriate transmitting device for transmission. A certificate in
        writing signed on behalf of the Company that the notice was so addressed
        and mailed or transmitted shall be conclusive evidence thereof.

156.    Every person who by operation of law, transfer or other means whatsoever
        becomes entitled to any share shall be bound by every notice in respect
        of such share that prior to such person's name and address being entered
        on the Register was duly served in the manner hereinbefore provided upon
        the person from whom such person derived title to such share.

157.    Any notice delivered, sent or transmitted to the registered address of
        any shareholder pursuant to these Articles, shall, notwithstanding that
        such shareholder is then deceased and that the Company has notice
        thereof, be deemed to have been served in respect of any registered
        shares, whether held by such deceased shareholder solely or jointly with
        other persons, until some other person is registered as the holder or
        joint holder thereof, and such service shall for all purposes of these
        Articles be deemed a sufficient service of such notice


                                     - 26 -

        on the heirs, executors or administrators of the deceased shareholder
        and all joint holders of such shares.

158.    Any notice may bear the name or signature, manual or reproduced, of the
        person giving the notice written or printed.

159.    When a given number of days' notice or notice extending over any other
        period is required to be given, the day of service and the day upon
        which such notice expires shall not, unless it is otherwise provided, be
        counted in such number of days or other period.

                                    INDEMNITY

160.    Every director or officer, former director or officer, or person who
        acts or acted at the Company's request, as a director or officer of the
        Company, a body corporate, partnership or other association of which the
        Company is or was a shareholder, partner, member or creditor, and the
        heirs and legal representatives of such person, in the absence of any
        dishonesty on the part of such person, shall be indemnified by the
        Company against, and it shall be the duty of the directors out of the
        funds of the Company to pay, all costs, losses and expenses, including
        an amount paid to settle an action or claim or satisfy a judgment, that
        such director, officer or person may incur or become liable to pay in
        respect of any claim made against such person or civil, criminal or
        administrative action or proceeding to which such person is made a party
        by reason of being or having been a director or officer of the Company
        or such body corporate, partnership or other association, whether the
        Company is a claimant or party to such action or proceeding or
        otherwise; and the amount for which such indemnity is proved shall
        immediately attach as a lien on the property of the Company and have
        priority as against the shareholders over all other claims.

161.    No director or officer, former director or officer, or person who acts
        or acted at the Company's request, as a director or officer of the
        Company, a body corporate, partnership or other association of which the
        Company is or was a shareholder, partner, member or creditor, in the
        absence of any dishonesty on such person's part, shall be liable for the
        acts, receipts, neglects or defaults of any other director, officer or
        such person, or for joining in any receipt or other act for conformity,
        or for any loss, damage or expense happening to the Company through the
        insufficiency or deficiency of title to any property acquired for or on
        behalf of the Company, or through the insufficiency or deficiency of any
        security in or upon which any of the funds of the Company are invested,
        or for any loss or damage arising from the bankruptcy, insolvency or
        tortious acts of any person with whom any funds, securities or effects
        are deposited, or for any loss occasioned by error of judgment or
        oversight on the part of such person, or for any other loss, damage or
        misfortune whatsoever which happens in the execution of the duties of
        such person or in relation thereto.

                     EXECUTION OF DOCUMENTS AND INSTRUMENTS

162.    Deeds, transfers, assignments, contracts, obligations, certificates and
        other instruments and documents of any description whatsoever shall be
        effectively authorized by and signed on behalf of the Company if signed
        by any director or officer acting within such person's


                                     - 27 -

        authority, whether under seal or otherwise as such signatories may see
        fit. In addition, the board of directors or the shareholders may from
        time to time by resolution direct the manner in which and the person or
        persons by whom any particular document or instrument or class of
        documents or instruments may or shall be signed. Any articles, notice,
        resolution, requisition, statement or other document or instrument
        required or permitted to be executed by more than one person may be
        executed in several documents or instruments of like form each of which
        is executed by one or more of such persons, and such documents or
        instruments, when duly executed by all persons required or permitted, as
        the case may be, to do so, shall be deemed to constitute one document
        for all relevant purposes. The secretary or any other officer or any
        director may sign certificates and similar instruments on the Company's
        behalf with respect to any factual matters relating to the Company's
        business and affairs, including certificates verifying copies of the
        constating documents, resolutions and minutes of meetings of the
        Company.

                                    REMINDERS

163.    The directors shall comply with the following provisions of the Act or
        the CORPORATIONS REGISTRATION ACT (Nova Scotia) where indicated:

        (1)     Keep a current register of shareholders (Section 42).

        (2)     Keep a current register of directors, officers and managers,
                send to the Registrar a copy thereof and notice of all changes
                therein (Section 98).

        (3)     Keep a current register of holders of bonds, debentures and
                other securities (Section 111 and Third Schedule).

        (4)     Call a general meeting every year within the proper time
                (Section 83). Meetings must be held not later than 15 months
                after the preceding general meeting.

        (5)     Send to the Registrar copies of all special resolutions (Section
                88).

        (6)     Send to the Registrar notice of the address of the Company's
                Office and of all changes in such address (Section 79).

        (7)     Keep proper minutes of all shareholders' meetings and directors'
                meetings in the Company's minute book kept at the Company's
                Office (Sections 89 and 90).

        (8)     Obtain a certificate under the CORPORATIONS REGISTRATION ACT
                (Nova Scotia) as soon as business is commenced.

        (9)     Send notice of recognized agent to the Registrar under the
                CORPORATIONS REGISTRATION ACT (Nova Scotia).


                                     - 28 -

NAME OF SUBSCRIBER


/s/ Charles S. Reagh
Charles S. Reagh

Dated at Halifax, Nova Scotia the 22nd day of June, 2004.

Witness to above signature:


/s/ Lisa McLellan                                                         [SEAL]
- -----------------
Lisa McLellan                                     FILED ELECTRONICALLY
Halifax, Nova Scotia                   in the computer records maintained by the
                                           Registry of Joint Stock Companies

                                                      JUN 22 2004

                                       per: /s/ [ILLEGIBLE]
                                            ------------------------------------
                                            STEWART McKELVEY STIRLING SCALES



DIRECTOR'S RESOLUTION
3090671 NOVA SCOTIA COMPANY

June 22, 2004, at 9:00 a.m.

Pursuant to the COMPANIES ACT, the sole director of the Company, by signing his
name to the foot hereof, adopts the following resolutions and by so doing
renders the same as valid and effectual as if they had been passed at a meeting
of directors duly called and constituted.

WHEREAS the Company has been duly incorporated under the COMPANIES ACT of Nova
Scotia;

AND WHEREAS pursuant to the Articles of Association of the Company the
undersigned is the first director of the Company;

BE IT RESOLVED AS FOLLOWS:

1       THAT Charles S. Reagh be and is hereby elected President of the Company
and Lisa McLellan be and is hereby appointed Secretary of the Company.

2.      THAT the Memorandum of Association and the Articles of Association,
filed on behalf of the Company, be filed with the corporate records of the
Company.

3.      THAT the seal of the Company, an impression of which appears at the
margin hereof, be and is hereby approved and adopted as the common seal of the
Company.

4.      THAT the following form of share certificate be adopted as the share
certificate of the Company, together with a form of transfer endorsed thereon:

        No. __________                                          _________ Shares

               __________________________________________________
           (Incorporated 2004 under the COMPANIES ACT of Nova Scotia)


          THIS IS TO CERTIFY that ___________ is the registered owner of
        ______________ fully paid ___________ shares of ________________,
        transferable only on the books of the Company (subject to the
        restrictions imposed by the Articles of Association of the Company) by
        the holder hereof in person or by duly authorized attorney upon
        surrender of this Certificate properly endorsed.

          IN WITNESS WHEREOF the Company has caused this Certificate to be
        signed by its duly authorized officers and to be sealed with the seal of
        the Company this ___ day of __________________, ______.

5.      THAT one common share in the capital stock of the Company be allotted to
the subscriber of the Memorandum of Association for the subscription price of $1
and that a certificate be issued therefor forthwith and that the subscriber's
name be entered in the register of members of the Company as the holder of one
common share, the certificate for such share to be executed by the President and
Secretary under seal of the Company.


                                      - 2 -

6.      THAT the registered office of the Company be at Suite 900, 1959 Upper
Water Street, P.O. Box 997, Halifax, Nova Scotia, B3J 2X2, and that notice
thereof be transmitted in due course to the Registrar of Joint Stock Companies
at Halifax, Canada.

7.      THAT Charles S. Reagh of Suite 900, 1959 Upper Water Street, P.O. Box
997, Halifax, Nova Scotia, B3J 2X2, be appointed recognized agent of the Company
and that the required notice of such appointment be filed in due course with the
Registrar of Joint Stock Companies at Halifax, Canada.

8.      THAT the President and Secretary or either of them be and each of them
is hereby authorized to make, on behalf of the Company, any and all applications
for any and all licenses and permits necessary for the carrying on of the
business of the Company.

SIGNED at Halifax, Canada.


/s/ Charles S. Reagh
- --------------------------------------
Charles S. Reagh



SHAREHOLDER'S RESOLUTION

3090671 NOVA SCOTIA COMPANY

June 22, 2004, at 9:15 a.m.

Pursuant to the COMPANIES ACT, the undersigned as sole shareholder of the
Company, by signing his name to the foot hereof, adopts the following
resolutions and by so doing renders the same as valid and effectual as if they
had been passed at a meeting of the shareholders duly called and constituted.

1.      WHEREAS it is deemed desirable and in the best interests of the Company
that the directors may exercise to the fullest extent the power to purchase or
otherwise acquire shares issued by the Company;

        BE IT THEREFORE RESOLVED as a Special Resolution of the Company that the
shareholders of the Company hereby sanction the exercise by the Company of all
and every power to purchase or otherwise acquire shares issued by it and that
the directors of the Company be and they are hereby authorized and empowered to
exercise at any time and from time to time any and all such powers in the name
of and on behalf of the Company and in particular, without restricting the
generality of the foregoing, the directors of the Company be and they are hereby
authorized and empowered in the name of and on behalf of the Company to purchase
or otherwise acquire shares issued by the Company pursuant to and in accordance
with the provisions of the COMPANIES ACT.


SIGNED at Halifax, Canada.


/s/ Charles S. Reagh
- --------------------------------
Charles S. Reagh



RESOLUTION IN LIEU OF FIRST ANNUAL OR ORDINARY GENERAL MEETING OF SHAREHOLDERS

3090671 NOVA SCOTIA COMPANY

June 22, 2004, at 9:30 a.m.

Pursuant to the COMPANIES ACT, the undersigned as sole shareholder of the
Company, by signing his name to the foot hereof, adopts the following
resolutions and by so doing renders the same as valid and effectual as if they
had been passed at a meeting of the shareholders duly called and constituted.

1.      WHEREAS it is necessary to hold an annual meeting of the shareholders;

        AND WHEREAS the Company was just incorporated, no balance sheet or
profit and loss statement or reports of auditors or directors were prepared for
presentation to the meeting;

        BE IT RESOLVED that the undersigned sole shareholder of the Company
waives the requirements of the COMPANIES ACT in this respect as well as the
provisions of the Company's Articles of Association.

2.      BE IT RESOLVED that the following be elected directors of the Company,
to hold office until the next annual or ordinary general meeting of the Company
or until their successors are elected:

                Charles S. Reagh             Michel Coutu
                Randy Wyrofsky

3.      BE IT RESOLVED that the fiscal year of the Company be fixed as ending on
the last day of May in each year.

4.      BE IT RESOLVED that the Company be exempt from audit requirements for
the ensuing fiscal year.

5.      BE IT RESOLVED that a meeting of the directors of the Company be held
immediately following the signing of this resolution, such meeting being held
without notice pursuant to the provisions of the Articles of Association of the
Company.


SIGNED at Halifax, Canada.


/s/ Charles S. Reagh
- ---------------------------------
Charles S. Reagh



MINUTES OF THE MEETING OF THE DIRECTORS OF 3090671 NOVA SCOTIA COMPANY held at
Suite 900, Purdy's Wharf Tower One, Halifax, Canada on June 22, 2004, at the
hour of 9:45 a.m.

PRESENT: Charles S. Reagh, being a Director of the Company and, by invitation,
Lisa McLellan the Secretary of the Company.

UPON MOTION Charles S. Reagh was appointed to act as Chairman of the meeting and
Lisa McLellan was appointed to act as secretary of the meeting.

The Chairman pointed out that this meeting was held without notice following
adoption of the Shareholders' Resolution in lieu of First Annual or Ordinary
General Meeting of the Shareholders, pursuant to the Company's Articles of
Association, and that a quorum was present and the meeting duly constituted.

The Secretary presented to the meeting the transfer of Certificate No. 1 for one
common share from Charles S. Reagh to The Jean Coutu Group (PJC) USA, Inc. UPON
MOTION IT WAS RESOLVED that the transfer of one common share of the capital
stock of the Company from Charles S. Reagh to The Jean Coutu Group (PJC) USA,
Inc. is hereby accepted and approved to take effect at the close of the present
meeting and not before.

AND UPON MOTION IT WAS FURTHER RESOLVED that the following share certificate be
signed on behalf of the Company by Charles S. Reagh as President and by Lisa
McLellan as Secretary and the corporate seal affixed and be delivered to the
shareholder at or after the close of the present meeting:



    Certificate No.            Name of Shareholder             Number of Shares
    ---------------            -------------------             ----------------

                                                          
         2            The Jean Coutu Group (PJC) USA, Inc.      1 common share



The resignation of Charles S. Reagh as a director of the Company was presented
to the meeting.

UPON MOTION IT WAS RESOLVED that the resignation of Charles S. Reagh as a
director of the Company be accepted, to take effect at the close of the present
meeting but not before.

The Secretary pointed out that at the close of the meeting, the Company would be
left with the following persons as its directors:

            Michel Coutu
            Randy Wyrofsky

The meeting then proceeded to the election of officers and the following persons
were declared elected, to take office at the close of the present meeting:

            Michel Coutu           President
            Randy Wyrofsky         Secretary-Treasurer

There being no further business before the meeting, UPON MOTION the meeting
terminated.


                                        2
                                                            /s/ Lisa McLellan
                                                            --------------------
                                                            Secretary

APPROVED:


/s/ Charles S. Reagh
- ---------------------------------
Chairman

                                             June 22, 2004

TO:     3090671 NOVA SCOTIA COMPANY
        Halifax, Nova Scotia

        I hereby tender my resignation as a director of the Company.

                                             Yours very truly,

                                             /s/ Charles S. Reagh
                                             Charles S. Reagh

EX-3.7

                                                                     Exhibit 3.7

[NOVA SCOTIA LOGO]


                          CERTIFICATE OF INCORPORATION
                                  Companies Act


REGISTRY NUMBER

   3090672


NAME OF COMPANY

   3090672 NOVA SCOTIA COMPANY


I hereby certify that the above-mentioned company was incorporated this date
under the Companies Act and that the liability of the members is unlimited.


  /s/ [ILLEGIBLE]                                              June 22, 2004
  -------------------------------------------              ---------------------
Agent of the Registrar of Joint Stock Companies            Date of Incorporation

EX-3.8

                                                                     Exhibit 3.8

                                   MEMORANDUM

                                       AND

                             ARTICLES OF ASSOCIATION

                                       OF

                           3090672 NOVA SCOTIA COMPANY


                        STEWART McKELVEY STIRLING SCALES

                             BARRISTERS & SOLICITORS

                              HALIFAX, NOVA SCOTIA



                            MEMORANDUM OF ASSOCIATION

                                       OF

                           3090672 NOVA SCOTIA COMPANY

1.   The name of the Company is 3090672 NOVA SCOTIA COMPANY.

2.   There are no restrictions on the objects and powers of the Company and the
     Company shall expressly have the following powers:

     (1)  to sell or dispose of its undertaking, or a substantial part thereof;

     (2)  to distribute any of its property IN SPECIE among its members; and

     (3)  to amalgamate with any company or other body of persons.

3.   The liability of the members is unlimited.

     I, the undersigned, whose name, address and occupation are subscribed, am
desirous of being formed into a company in pursuance of this Memorandum of
Association, and I agree to take the number and kind of shares in the capital
stock of the Company written below my name.


                             /s/ Charles S. Reagh
                             ---------------------------------------------------
                             Name of Subscriber: CHARLES S. REAGH
                             900-1959 UPPER WATER STREET, HALIFAX, NS B3J 2X2
                             Occupation: SOLICITOR
                             Number of shares subscribed: ONE COMMON SHARE

TOTAL SHARES TAKEN: one common share
Dated this 22nd day of June, 2004.

Witness to above signature:  /s/ Lisa McLellan
                             ---------------------------------------------------
                             Name of Witness: LISA MCLELLAN
                             900-1959 UPPER WATER STREET, HALIFAX, NS B3J 2X2
                             Occupation: LEGAL ASSISTANT


                                                                          [SEAL]

                                                 FILED ELECTRONICALLY
                                       in the computer records maintained by the
                                           Registry of Joint Stock Companies

                                                     JUN 2 2 2004

                                       per:  [ILLEGIBLE]
                                            ----------------------------
                                       STEWART McKELVEY STIRLING SCALES



                             ARTICLES OF ASSOCIATION
                                       OF
                           3090672 NOVA SCOTIA COMPANY

                                 INTERPRETATION

1.   In these Articles, unless there be something in the subject or context
     inconsistent therewith:

     (1)  "Act" means the COMPANIES ACT (Nova Scotia);

     (2)  "Articles" means these Articles of Association of the Company and all
          amendments hereto;

     (3)  "Company" means the company named above;

     (4)  "director" means a director of the Company;

     (5)  "Memorandum" means the Memorandum of Association of the Company and
          all amendments thereto;

     (6)  "month" means calendar month;

     (7)  "Office" means the registered office of the Company;

     (8)  "person" includes a body corporate;

     (9)  "proxyholder" includes an alternate proxyholder;

     (10) "Register" means the register of members kept pursuant to the Act, and
          where the context permits includes a branch register of members;

     (11) "Registrar" means the Registrar as defined in the Act;

     (12) "Secretary" includes any person appointed to perform the duties of the
          Secretary temporarily;

     (13) "shareholder" means member as that term is used in the Act in
          connection with an unlimited company having share capital and as that
          term is used in the Memorandum;

     (14) "special resolution" has the meaning assigned by the Act;

     (15) "in writing" and "written" includes printing, lithography and other
          modes of representing or reproducing words in visible form;

     (16) words importing number or gender include all numbers and genders
          unless the context otherwise requires.



                                      - 2 -

2.   The regulations in Table A in the First Schedule to the Act shall not apply
     to the Company.

3.   The directors may enter into and carry into effect or adopt and carry into
     effect any agreement made by the promoters of the Company on behalf of the
     Company and may agree to any modification in the terms of any such
     agreement, either before or after its execution.

4.   The directors may, out of the funds of the Company, pay all expenses
     incurred for the incorporation and organization of the Company.

5.   The Company may commence business on the day following incorporation or so
     soon thereafter as the directors think fit, notwithstanding that part only
     of the shares has been allotted.

                                     SHARES

6.   The capital of the company shall consist of 1,000,000,000 common shares
     without nominal or par value, with the power to divide the shares in the
     capital for the time being into classes or series and to attach thereto
     respectively any preferred, deferred or qualified rights, privileges or
     conditions, including restrictions on voting rights and including
     redemption, purchase and other acquisition of such shares, subject,
     however, to the provisions of the Act.

7.   The directors shall control the shares and, subject to the provisions of
     these Articles, may allot or otherwise dispose of them to such person at
     such times, on such terms and conditions and, if the shares have a par
     value, either at a premium or at par, as they think fit.

8.   The directors may pay on behalf of the Company a reasonable commission to
     any person in consideration of subscribing or agreeing to subscribe
     (whether absolutely or conditionally) for any shares in the Company, or
     procuring or agreeing to procure subscriptions (whether absolute or
     conditional) for any shares in the Company. Subject to the Act, the
     commission may be paid or satisfied in shares of the Company.

9.   On the issue of shares the Company may arrange among the holders thereof
     differences in the calls to be paid and in the times for their payment.

10.  If the whole or part of the allotment price of any shares is, by the
     conditions of their allotment, payable in instalments, every such
     instalment shall, when due, be payable to the Company by the person who is
     at such time the registered holder of the shares.

11.  Shares may be registered in the names of joint holders not exceeding three
     in number.

12.  Joint holders of a share shall be jointly and severally liable for the
     payment of all instalments and calls due in respect of such share. On the
     death of one or more joint holders of shares the survivor or survivors of
     them shall alone be recognized by the Company as the registered holder or
     holders of the shares.



                                      - 3 -


13.  Save as herein otherwise provided, the Company may treat the registered
     holder of any share as the absolute owner thereof and accordingly shall
     not, except as ordered by a court of competent jurisdiction or required by
     statute, be bound to recognize any equitable or other claim to or interest
     in such share on the part of any other person.

14.  The Company is a private company, and:

     (1)  no transfer of any share or prescribed security of the Company shall
          be effective unless or until approved by the directors;

     (2)  the number of holders of issued and outstanding prescribed securities
          or shares of the Company, exclusive of persons who are in the
          employment of the Company or in the employment of an affiliate of the
          Company and exclusive of persons who, having been formerly in the
          employment of the Company or the employment of an affiliate of the
          Company, were, while in that employment, and have continued after
          termination of that employment, to own at least one prescribed
          security or share of the Company, shall not exceed 50 in number, two
          or more persons or companies who are the joint registered owners of
          one or more prescribed securities or shares being counted as one
          holder; and

     (3)  the Company shall not invite the public to subscribe for any of its
          securities.

     In this Article, "private company" and "securities" have the meanings
     ascribed to those terms in the SECURITIES ACT (Nova Scotia), and
     "prescribed security" means any of the securities prescribed by the Nova
     Scotia Securities Commission from time to time for the purpose of the
     definition of "private company" in the SECURITIES ACT (Nova Scotia).

                                  CERTIFICATES

15.  Certificates of title to shares shall comply with the Act and may otherwise
     be in such form as the directors may from time to time determine. Unless
     the directors otherwise determine, every certificate of title to shares
     shall be signed manually by at least one of the Chairman, President,
     Secretary, Treasurer, a vice-president, an assistant secretary, any other
     officer of the Company or any director of the Company or by or on behalf of
     a share registrar transfer agent or branch transfer agent appointed by the
     Company or by any other person whom the directors may designate. When
     signatures of more than one person appear on a certificate all but one may
     be printed or otherwise mechanically reproduced. All such certificates when
     signed as provided in this Article shall be valid and binding upon the
     Company. If a certificate contains a printed or mechanically reproduced
     signature of a person, the Company may issue the certificate,
     notwithstanding that the person has ceased to be a director or an officer
     of the Company and the certificate is as valid as if such person were a
     director or an officer at the date of its issue.



                                      - 4 -

16.  Except as the directors may determine, each shareholder's shares may be
     evidenced by any number of certificates so long as the aggregate of the
     shares stipulated in such certificates equals the aggregate registered in
     the name of the shareholder.

17.  Where shares are registered in the names of two or more persons, the
     Company shall not be bound to issue more than one certificate or set of
     certificates, and such certificate or set of certificates shall be
     delivered to the person first named on the Register.

18.  Any certificate that has become worn, damaged or defaced may, upon its
     surrender to the directors, be cancelled and replaced by a new certificate.
     Any certificate that has become lost or destroyed may be replaced by a new
     certificate upon proof of such loss or destruction to the satisfaction of
     the directors and the furnishing to the Company of such undertakings of
     indemnity as the directors deem adequate.

19.  The sum of one dollar or such other sum as the directors from time to time
     determine shall be paid to the Company for every certificate other than the
     first certificate issued to any holder in respect of any share or shares.

20.  The directors may cause one or more branch Registers of shareholders to be
     kept in any place or places, whether inside or outside of Nova Scotia.

                                      CALLS

21.  The directors may make such calls upon the shareholders in respect of all
     amounts unpaid on the shares held by them respectively and not made payable
     at fixed times by the conditions on which such shares were allotted, and
     each shareholder shall pay the amount of every call so made to the person
     and at the times and places appointed by the directors. A call may be made
     payable by instalments.

22.  A call shall be deemed to have been made at the time when the resolution of
     the directors authorizing such call was passed.

23.  At least 14 days' notice of any call shall be given, and such notice shall
     specify the time and place at which and the person to whom such call shall
     be paid.

24.  If the sum payable in respect of any call or instalment is not paid on or
     before the day appointed for the payment thereof, the holder for the time
     being of the share in respect of which the call has been made or the
     instalment is due shall pay interest on such call or instalment at the rate
     of 9% per year or such other rate of interest as the directors may
     determine from the day appointed for the payment thereof up to the time of
     actual payment.

25.  At the trial or hearing of any action for the recovery of any amount due
     for any call, it shall be sufficient to prove that the name of the
     shareholder sued is entered on the Register as the holder or one of the
     holders of the share or shares in respect of which such debt accrued, that
     the resolution making the call is duly recorded in the minute book and that
     such notice of such call was duly given to the shareholder sued in
     pursuance of these Articles. It shall not



                                      - 5 -

     be necessary to prove the appointment of the directors who made such call
     or any other matters whatsoever and the proof of the matters stipulated
     shall be conclusive evidence of the debt.

                              FORFEITURE OF SHARES

26.  If any shareholder fails to pay any call or instalment on or before the day
     appointed for payment, the directors may at any time thereafter while the
     call or instalment remains unpaid serve a notice on such shareholder
     requiring payment thereof together with any interest that may have accrued
     and all expenses that may have been incurred by the Company by reason of
     such non-payment.

27.  The notice shall name a day (not being less than 14 days after the date of
     the notice) and a place or places on and at which such call or instalment
     and such interest and expenses are to be paid. The notice shall also state
     that, in the event of non-payment on or before the day and at the place or
     one of the places so named, the shares in respect of which the call was
     made or instalment is payable will be liable to be forfeited.

28.  If the requirements of any such notice are not complied with, any shares in
     respect of which such notice has been given may at any time thereafter,
     before payment of all calls or instalments, interest and expenses due in
     respect thereof, be forfeited by a resolution of the directors to that
     effect. Such forfeiture shall include all dividends declared in respect of
     the forfeited shares and not actually paid before the forfeiture.

29.  When any share has been so forfeited, notice of the resolution shall be
     given to the shareholder in whose name it stood immediately prior to the
     forfeiture and an entry of the forfeiture shall be made in the Register.

30.  Any share so forfeited shall be deemed the property of the Company and the
     directors may sell, re-allot or otherwise dispose of it in such manner as
     they think fit.

31.  The directors may at any time before any share so forfeited has been sold,
     re-allotted or otherwise disposed of, annul the forfeiture thereof upon
     such conditions as they think fit.

32.  Any shareholder whose shares have been forfeited shall nevertheless be
     liable to pay and shall forthwith pay to the Company all calls,
     instalments, interest and expenses owing upon or in respect of such shares
     at the time of the forfeiture together with interest thereon at the rate of
     9% per year or such other rate of interest as the directors may determine
     from the time of forfeiture until payment. The directors may enforce such
     payment if they think fit, but are under no obligation to do so.

33.  A certificate signed by the Secretary stating that a share has been duly
     forfeited on a specified date in pursuance of these Articles and the time
     when it was forfeited shall be conclusive evidence of the facts therein
     stated as against any person who would have been entitled to the share but
     for such forfeiture.



                                      - 6 -

                                 LIEN ON SHARES

34.  The Company shall have a first and paramount lien upon all shares (other
     than fully paid-up shares) registered in the name of a shareholder (whether
     solely or jointly with others) and upon the proceeds from the sale thereof
     for debts, liabilities and other engagements of the shareholder, solely or
     jointly with any other person, to or with the Company, whether or not the
     period for the payment, fulfilment or discharge thereof has actually
     arrived, and such lien shall extend to all dividends declared in respect of
     such shares. Unless otherwise agreed, the registration of a transfer of
     shares shall operate as a waiver of any lien of the Company on such shares.

35.  For the purpose of enforcing such lien the directors may sell the shares
     subject to it in such manner as they think fit, but no sale shall be made
     until the period for the payment, fulfilment or discharge of such debts,
     liabilities or other engagements has arrived, and until notice in writing
     of the intention to sell has been given to such shareholder or the
     shareholder's executors or administrators and default has been made by them
     in such payment, fulfilment or discharge for seven days after such notice.

36.  The net proceeds of any such sale after the payment of all costs shall be
     applied in or towards the satisfaction of such debts, liabilities or
     engagements and the residue, if any, paid to such shareholder.

                                VALIDITY OF SALES

37.  Upon any sale after forfeiture or to enforce a lien in purported exercise
     of the powers given by these Articles the directors may cause the
     purchaser's name to be entered in the Register in respect of the shares
     sold, and the purchaser shall not be bound to see to the regularity of the
     proceedings or to the application of the purchase money, and after the
     purchaser's name has been entered in the Register in respect of such shares
     the validity of the sale shall not be impeached by any person and the
     remedy of any person aggrieved by the sale shall be in damages only and
     against the Company exclusively.

                               TRANSFER OF SHARES

38.  The instrument of transfer of any share in the Company shall be signed by
     the transferor. The transferor shall be deemed to remain the holder of such
     share until the name of the transferee is entered in the Register in
     respect thereof and shall be entitled to receive any dividend declared
     thereon before the registration of the transfer.

39.  The instrument of transfer of any share shall be in writing in the
     following form or to the following effect:

          For value received,______hereby sell, assign, and transfer
          unto_________,_______shares in the capital of the Company represented
          by the within certificate, and do hereby irrevocably constitute and
          appoint___________attorney to transfer such shares on the books of the
          Company with full power of substitution in the premises.



                                      - 7 -

          Dated the___day of ________,_____

          Witness:

40.  The directors may, without assigning any reason therefor, decline to
     register any transfer of shares

     (1)  not fully paid-up or upon which the Company has a lien, or

     (2)  the transfer of which is restricted by any agreement to which the
          Company is a party.


41.  Every instrument of transfer shall be left for registration at the Office
     of the Company, or at any office of its transfer agent where a Register is
     maintained, together with the certificate of the shares to be transferred
     and such other evidence as the Company may require to prove title to or the
     right to transfer the shares.

42.  The directors may require that a fee determined by them be paid before or
     after registration of any transfer.

43.  Every instrument of transfer shall, after its registration, remain in the
     custody of the Company. Any instrument of transfer that the directors
     decline to register shall, except in case of fraud, be returned to the
     person who deposited it.

                             TRANSMISSION OF SHARES

44.  The executors or administrators of a deceased shareholder (not being one of
     several joint holders) shall be the only persons recognized by the Company
     as having any title to the shares registered in the name of such
     shareholder. When a share is registered in the names of two or more joint
     holders, the survivor or survivors or the executors or administrators of
     the deceased shareholder, shall be the only persons recognized by the
     Company as having any title to, or interest in, such share.

45.  Notwithstanding anything in these Articles, if the Company has only one
     shareholder (not being one of several joint holders) and that shareholder
     dies, the executors or administrators of the deceased shareholder shall be
     entitled to register themselves in the Register as the holders of the
     shares registered in the name of the deceased shareholder whereupon they
     shall have all the rights given by these Articles and by law to
     shareholders.

46.  Any person entitled to shares upon the death or bankruptcy of any
     shareholder or in any way other than by allotment or transfer, upon
     producing such evidence of entitlement as the directors require, may be
     registered as a shareholder in respect of such shares, or may, without
     being registered, transfer such shares subject to the provisions of these
     Articles respecting the transfer of shares. The directors shall have the
     same right to refuse registration as if the transferee were named in an
     ordinary transfer presented for registration.



                                      - 8 -

                               SURRENDER OF SHARES

47.  The directors may accept the surrender of any share by way of compromise of
     any question as to the holder being properly registered in respect thereof.
     Any share so surrendered may be disposed of in the same manner as a
     forfeited share.

                        INCREASE AND REDUCTION OF CAPITAL

48.  Subject to the Act, the shareholders may by special resolution amend these
     Articles to increase or alter the share capital of the Company as they
     think expedient. Without prejudice to any special rights previously
     conferred on the holders of existing shares, any share may be issued with
     such preferred, deferred or other special rights, or with such
     restrictions, whether in regard to dividends, voting, return of share
     capital or otherwise, as the shareholders may from time to time determine
     by special resolution. Except as otherwise provided by the conditions of
     issue, or by these Articles, any capital raised by the creation of new
     shares shall be considered part of the original capital and shall be
     subject to the provisions herein contained with reference to payment of
     calls and instalments, transfer and transmission, forfeiture, lien and
     otherwise.

49.  The Company may, by special resolution where required, reduce its share
     capital in any way and with and subject to any incident authorized and
     consent required by law. Subject to the Act and any provisions attached to
     such shares, the Company may redeem, purchase or acquire any of its shares
     and the directors may determine the manner and the terms for redeeming,
     purchasing or acquiring such shares and may provide a sinking fund on such
     terms as they think fit for the redemption, purchase or acquisition of
     shares of any class or series.

                     MEETINGS AND VOTING BY CLASS OR SERIES

50.  Where the holders of shares of a class or series have, under the Act, the
     terms or conditions attaching to such shares or otherwise, the right to
     vote separately as a class in respect of any matter then, except as
     provided in the Act, these Articles or such terms or conditions, all the
     provisions in these Articles concerning general meetings (including,
     without limitation, provisions respecting notice, quorum and procedure)
     shall, MUTATIS MUTANDIS, apply to every meeting of holders of such class or
     series of shares convened for the purpose of such vote.

51.  Unless the rights, privileges, terms or conditions attached to a class or
     series of shares provide otherwise, such class or series of shares shall
     not have the right to vote separately as a class or series upon an
     amendment to the Memorandum or Articles to:

     (1)  increase or decrease any maximum number of authorized shares of such
          class or series, or increase any maximum number of authorized shares
          of a class or series having rights or privileges equal or superior to
          the shares of such class or series;

     (2)  effect an exchange, reclassification or cancellation of all or part of
          the shares of such class or series; or



                                      - 9 -

     (3)  create a new class or series of shares equal or superior to the shares
          of such class or series.

                                BORROWING POWERS

52.  The directors on behalf of the Company may:

     (1)  raise or borrow money for the purposes of the Company or any of them;

     (2)  secure, subject to the sanction of a special resolution where required
          by the Act, the repayment of funds so raised or borrowed in such
          manner and upon such terms and conditions in all respects as they
          think fit, and in particular by the execution and delivery of
          mortgages of the Company's real or personal property, or by the issue
          of bonds, debentures or other securities of the Company secured by
          mortgage or other charge upon all or any part of the property of the
          Company, both present and future including its uncalled capital for
          the time being;

     (3)  sign or endorse bills, notes, acceptances, cheques, contracts, and
          other evidence of or securities for funds borrowed or to be borrowed
          for the purposes aforesaid;

     (4)  pledge debentures as security for loans;

     (5)  guarantee obligations of any person.

53.  Bonds, debentures and other securities may be made assignable, free from
     any equities between the Company and the person to whom such securities
     were issued.

54.  Any bonds, debentures and other securities may be issued at a discount,
     premium or otherwise and with special privileges as to redemption,
     surrender, drawings, allotment of shares, attending and voting at general
     meetings of the Company, appointment of directors and other matters.

                                GENERAL MEETINGS

55.  Ordinary general meetings of the Company shall be held at least once in
     every calendar year at such time and place as may be determined by the
     directors and not later than 15 months after the preceding ordinary general
     meeting. All other meetings of the Company shall be called special general
     meetings. Ordinary or special general meetings may be held either within or
     without the Province of Nova Scotia.

56.  The President, a vice-president or the directors may at any time convene a
     special general meeting, and the directors, upon the requisition of
     shareholders in accordance with the Act shall forthwith proceed to convene
     such meeting or meetings to be held at such time and place or times and
     places as the directors determine.



                                     - 10 -

57.  The requisition shall state the objects of the meeting requested, be signed
     by the requisitionists and deposited at the Office of the Company. It may
     consist of several documents in like form each signed by one or more of
     the requisitionists.

58.  At least seven clear days' notice, or such longer period of notice as may
     be required by the Act, of every general meeting, specifying the place, day
     and hour of the meeting and, when special business is to be considered, the
     general nature of such business, shall be given to the shareholders
     entitled to be present at such meeting by notice given as permitted by
     these Articles. With the consent in writing of all the shareholders
     entitled to vote at such meeting, a meeting may be convened by a shorter
     notice and in any manner they think fit, or notice of the time, place and
     purpose of the meeting may be waived by all of the shareholders.

59.  When it is proposed to pass a special resolution, the two meetings may be
     convened by the same notice, and it shall be no objection to such notice
     that it only convenes the second meeting contingently upon the resolution
     being passed by the requisite majority at the first meeting.

60.  The accidental omission to give notice to a shareholder, or non-receipt of
     notice by a shareholder, shall not invalidate any resolution passed at any
     general meeting.

                                  RECORD DATES

61.  (1)  The directors may fix in advance a date as the record date for the
          determination of shareholders

          (a)  entitled to receive payment of a dividend or entitled to receive
               any distribution;

          (b)  entitled to receive notice of a meeting; or

          (c)  for any other purpose.

     (2)  If no record date is fixed, the record date for the determination of
          shareholders

          (a)  entitled to receive notice of a meeting shall be the day
               immediately preceding the day on which the notice is given, or,
               if no notice is given, the day on which the meeting is held; and

          (b)  for any other purpose shall be the day on which the directors
               pass the resolution relating to the particular purpose.

                         PROCEEDINGS AT GENERAL MEETINGS

62.  The business of an ordinary general meeting shall be to receive and
     consider the financial statements of the Company and the report of the
     directors and the report, if any, of the



                                     - 11 -

     auditors, to elect directors in the place of those retiring and to transact
     any other business which under these Articles ought to be transacted at an
     ordinary general meeting.

63.  No business shall be transacted at any general meeting unless the requisite
     quorum is present at the commencement of the business. A corporate
     shareholder of the Company that has a duly authorized agent or
     representative present at any such meeting shall for the purpose of this
     Article be deemed to be personally present at such meeting.

64.  One person, being a shareholder, proxyholder or representative of a
     corporate shareholder, present and entitled to vote shall constitute a
     quorum for a general meeting, and may hold a meeting.

65.  The Chairman shall be entitled to take the chair at every general meeting
     or, if there be no Chairman, or if the Chairman is not present within 15
     minutes after the time appointed for holding the meeting, the President or,
     failing the President, a vice-president shall be entitled to take the
     chair. If the Chairman, the President or a vice-president is not present
     within 15 minutes after the time appointed for holding the meeting or if
     all such persons present decline to take the chair, the shareholders
     present entitled to vote at the meeting shall choose another director as
     chairman and if no director is present or if all the directors present
     decline to take the chair, then such shareholders shall choose one of their
     number to be chairman.

66.  If within half an hour from the time appointed for a general meeting a
     quorum is not present, the meeting, if it was convened pursuant to a
     requisition of shareholders, shall be dissolved; if it was convened in any
     other way, it shall stand adjourned to the same day, in the next week, at
     the same time and place. If at the adjourned meeting a quorum is not
     present within half an hour from the time appointed for the meeting, the
     shareholders present shall be a quorum and may hold the meeting.

67.  Subject to the Act, at any general meeting a resolution put to the meeting
     shall be decided by a show of hands unless, either before or on the
     declaration of the result of the show of hands, a poll is demanded by the
     chairman, a shareholder or a proxyholder; and unless a poll is so demanded,
     a declaration by the chairman that the resolution has been carried, carried
     by a particular majority, lost or not carried by a particular majority and
     an entry to that effect in the Company's book of proceedings shall be
     conclusive evidence of the fact without proof of the number or proportion
     of the votes recorded in favour or against such resolution.

68.  When a poll is demanded, it shall be taken in such manner and at such time
     and place as the chairman directs, and either at once or after an interval
     or adjournment or otherwise. The result of the poll shall be the resolution
     of the meeting at which the poll was demanded. The demand of a poll may be
     withdrawn. When any dispute occurs over the admission or rejection of a
     vote, it shall be resolved by the chairman and such determination made in
     good faith shall be final and conclusive.

69.  The chairman shall not have a casting vote in addition to any vote or votes
     that the Chairman has as a shareholder.



                                     - 12 -

70.  The chairman of a general meeting may with the consent of the meeting
     adjourn the meeting from time to time and from place to place, but no
     business shall be transacted at any adjourned meeting other than the
     business left unfinished at the meeting that was adjourned.

71.  Any poll demanded on the election of a chairman or on a question of
     adjournment shall be taken forthwith without adjournment.

72.  The demand of a poll shall not prevent the continuance of a meeting for the
     transaction of any business other than the question on which a poll has
     been demanded.

                              VOTES OF SHAREHOLDERS

73.  Subject to the Act and to any provisions attached to any class or series of
     shares concerning or restricting voting rights:

     (1)  on a show of hands every shareholder present in person, every duly
          authorized representative of a corporate shareholder, and, if not
          prevented from voting by the Act, every proxyholder, shall have one
          vote; and

     (2)  on a poll every shareholder present in person, every duly authorized
          representative of a corporate shareholder, and every proxyholder,
          shall have one vote for every share held;

     whether or not such representative or proxyholder is a shareholder.

74.  Any person entitled to transfer shares upon the death or bankruptcy of any
     shareholder or in any way other than by allotment or transfer may vote at
     any general meeting in respect thereof in the same manner as if such person
     were the registered holder of such shares so long as the directors are
     satisfied at least 48 hours before the time of holding the meeting of such
     person's right to transfer such shares.

75.  Where there are joint registered holders of any share, any of such holders
     may vote such share at any meeting, either personally or by proxy, as if
     solely entitled to it. If more than one joint holder is present at any
     meeting, personally or by proxy, the one whose name stands first on the
     Register in respect of such share shall alone be entitled to vote it.
     Several executors or administrators of a deceased shareholder in whose name
     any share stands shall for the purpose of this Article be deemed joint
     holders thereof.

76.  Votes may be cast either personally or by proxy or, in the case of a
     corporate shareholder by a representative duly authorized under the Act.

77.  A proxy shall be in writing and executed in the manner provided in the Act.
     A proxy or other authority of a corporate shareholder does not require its
     seal.



                                     - 13 -

78.  A shareholder of unsound mind in respect of whom an order has been made by
     any court of competent jurisdiction may vote by guardian or other person in
     the nature of a guardian appointed by that court, and any such guardian or
     other person may vote by proxy.

79.  A proxy and the power of attorney or other authority, if any, under which
     it is signed or a notarially certified copy of that power or authority
     shall be deposited at the Office of the Company or at such other place as
     the directors may direct. The directors may, by resolution, fix a time not
     exceeding 48 hours excluding Saturdays and holidays preceding any meeting
     or adjourned meeting before which time proxies to be used at that meeting
     must be deposited with the Company at its Office or with an agent of the
     Company. Notice of the requirement for depositing proxies shall be given in
     the notice calling the meeting. The chairman of the meeting shall determine
     all questions as to validity of proxies and other instruments of authority.

80.  A vote given in accordance with the terms of a proxy shall be valid
     notwithstanding the previous death of the principal, the revocation of the
     proxy, or the transfer of the share in respect of which the vote is given,
     provided no intimation in writing of the death, revocation or transfer is
     received at the Office of the Company before the meeting or by the chairman
     of the meeting before the vote is given.

81.  Every form of proxy shall comply with the Act and its regulations and
     subject thereto may be in the following form:

          I,______of______being a shareholder of ___________hereby apoint
          ____________of _____________(or failing him/her ______________of
          _____________) as my proxyholder to attend and to vote for me and on
          my behalf at the ordinary/special general meeting of the Company, to
          be held on the day of and at any adjournment thereof, or at any
          meeting of the Company which may be held prior to [insert specified
          date or event].

          [If the proxy is solicited by or behalf of the management of the
          Company, insert a statement to that effect.]

          Dated this____day of __________ ____.

          _______________________________
               Shareholder

82.  Subject to the Act, no shareholder shall be entitled to be present or to
     vote on any question, either personally or by proxy, at any general meeting
     or be reckoned in a quorum while any call is due and payable to the Company
     in respect of any of the shares of such shareholder.

83.  Any resolution passed by the directors, notice of which has been given to
     the shareholders in the manner in which notices are hereinafter directed to
     be given and which is, within one month after it has been passed, ratified
     and confirmed in writing by shareholders entitled on a poll to three-fifths
     of the votes, shall be as valid and effectual as a resolution of a general
     meeting. This Article shall not apply to a resolution for winding up the
     Company or to a



                                     - 14 -

     resolution dealing with any matter that by statute or these Articles ought
     to be dealt with by a special resolution or other method prescribed by
     statute.

84.  A resolution, including a special resolution, in writing and signed by
     every shareholder who would be entitled to vote on the resolution at a
     meeting is as valid as if it were passed by such shareholders at a meeting
     and satisfies all of the requirements of the Act respecting meetings of
     shareholders.

                                    DIRECTORS

85.  Unless otherwise determined by resolution of shareholders, the number of
     directors shall not be less than one or more than ten.

86.  Notwithstanding anything herein contained the subscribers to the Memorandum
     shall be the first directors of the Company.

87.  The directors may be paid out of the funds of the Company as remuneration
     for their service such sums, if any, as the Company may by resolution of
     its shareholders determine, and such remuneration shall be divided among
     them in such proportions and manner as the directors determine. The
     directors may also be paid their reasonable travelling, hotel and other
     expenses incurred in attending meetings of directors and otherwise in the
     execution of their duties as directors.

88.  The continuing directors may act notwithstanding any vacancy in their body,
     but if their number falls below the minimum permitted, the directors shall
     not, except in emergencies or for the purpose of filling vacancies, act so
     long as their number is below the minimum.

89.  A director may, in conjunction with the office of director, and on such
     terms as to remuneration and otherwise as the directors arrange or
     determine, hold any other office or place of profit under the Company or
     under any company in which the Company is a shareholder or is otherwise
     interested.

90.  The office of a director shall IPSO FACTO be vacated, if the director:

     (1)  becomes bankrupt or makes an assignment for the benefit of creditors;

     (2)  is, or is found by a court of competent jurisdiction to be, of unsound
          mind;

     (3)  by notice in writing to the Company, resigns the office of director;
          or

     (4)  is removed in the manner provided by these Articles.

91.  No director shall be disqualified by holding the office of director from
     contracting with the Company, either as vendor, purchaser, or otherwise,
     nor shall any such contract, or any contract or arrangement entered into or
     proposed to be entered into by or on behalf of the Company in which any
     director is in any way interested, either directly or indirectly, be



                                     - 15 -

     avoided, nor shall any director so contracting or being so interested be
     liable to account to the Company for any profit realized by any such
     contract or arrangement by reason only of such director holding that office
     or of the fiduciary relations thereby established, provided the director
     makes a declaration or gives a general notice in accordance with the Act.
     No director shall, as a director, vote in respect of any contract or
     arrangement in which the director is so interested, and if the director
     does so vote, such vote shall not be counted. This prohibition may at any
     time or times be suspended or relaxed to any extent by a resolution of the
     shareholders and shall not apply to any contract by or on behalf of the
     Company to give to the directors or any of them any security for advances
     or by way of indemnity.

                              ELECTION OF DIRECTORS

92.  At the dissolution of every ordinary general meeting at which their
     successors are elected, all the directors shall retire from office and be
     succeeded by the directors elected at such meeting. Retiring directors
     shall be eligible for re-election.

93.  If at any ordinary general meeting at which an election of directors ought
     to take place no such election takes place, or if no ordinary general
     meeting is held in any year or period of years, the retiring directors
     shall continue in office until their successors are elected.

94.  The Company may by resolution of its shareholders elect any number of
     directors permitted by these Articles and may determine or alter their
     qualification.

95.  The Company may, by special resolution or in any other manner permitted by
     statute, remove any director before the expiration of such director's
     period of office and may, if desired, appoint a replacement to hold office
     during such time only as the director so removed would have held office.

96.  The directors may appoint any other person as a director so long as the
     total number of directors does not at any time exceed the maximum number
     permitted. No such appointment, except to fill a casual vacancy, shall be
     effective unless two-thirds of the directors concur in it. Any casual
     vacancy occurring among the directors may be filled by the directors, but
     any person so chosen shall retain office only so long as the vacating
     director would have retained it if the vacating director had continued as
     director.

                                MANAGING DIRECTOR

97.  The directors may appoint one or more of their body to be managing
     directors of the Company, either for a fixed term or otherwise, and may
     remove or dismiss them from office and appoint replacements.

98.  Subject to the provisions of any contract between a managing director and
     the Company, a managing director shall be subject to the same provisions as
     to resignation and removal as the other directors of the Company. A
     managing director who for any reason ceases to hold the office of director
     shall ipso facto immediately cease to be a managing director.



                                     - 16 -

99.  The remuneration of a managing director shall from time to time be fixed by
     the directors and may be by way of any or all of salary, commission and
     participation in profits.

100. The directors may from time to time entrust to and confer upon a managing
     director such of the powers exercisable under these Articles by the
     directors as they think fit, and may confer such powers for such time, and
     to be exercised for such objects and purposes and upon such terms and
     conditions, and with such restrictions as they think expedient; and they
     may confer such powers either collaterally with, or to the exclusion of,
     and in substitution for, all or any of the powers of the directors in that
     behalf; and may from time to time revoke, withdraw, alter or vary all or
     any of such powers.

                              CHAIRMAN OF THE BOARD

101. The directors may elect one of their number to be Chairman and may
     determine the period during which the Chairman is to hold office. The
     Chairman shall perform such duties and receive such special remuneration as
     the directors may provide.

                          PRESIDENT AND VICE-PRESIDENTS

102. The directors shall elect the President of the Company, who need not be a
     director, and may determine the period for which the President is to hold
     office. The President shall have general supervision of the business of the
     Company and shall perform such duties as may be assigned from time to time
     by the directors.

103. The directors may also elect vice-presidents, who need not be directors,
     and may determine the periods for which they are to hold office. A
     vice-president shall, at the request of the President or the directors and
     subject to the directions of the directors, perform the duties of the
     President during the absence, illness or incapacity of the President, and
     shall also perform such duties as may be assigned by the President or the
     directors.

                             SECRETARY AND TREASURER

104. The directors shall appoint a Secretary of the Company to keep minutes of
     shareholders' and directors' meetings and perform such other duties as may
     be assigned by the directors. The directors may also appoint a temporary
     substitute for the Secretary who shall, for the purposes of these Articles,
     be deemed to be the Secretary.

105. The directors may appoint a treasurer of the Company to carry out such
     duties as the directors may assign.

                                    OFFICERS

106. The directors may elect or appoint such other officers of the Company,
     having such powers and duties, as they think fit.



                                     - 17 -

107. If the directors so decide the same person may hold more than one of the
     offices provided for in these Articles.

                            PROCEEDINGS OF DIRECTORS

108. The directors may meet together for the dispatch of business, adjourn and
     otherwise regulate their meetings and proceedings, as they think fit, and
     may determine the quorum necessary for the transaction of business. Until
     otherwise determined, one director shall constitute a quorum and may hold a
     meeting.

109. If all directors of the Company entitled to attend a meeting either
     generally or specifically consent, a director may participate in a meeting
     of directors or of a committee of directors by means of such telephone or
     other communications facilities as permit all persons participating in the
     meeting to hear each other, and a director participating in such a meeting
     by such means is deemed to be present at that meeting for purposes of these
     Articles.

110. Meetings of directors may be held either within or without the Province of
     Nova Scotia and the directors may from time to time make arrangements
     relating to the time and place of holding directors' meetings, the notices
     to be given for such meetings and what meetings may be held without notice.
     Unless otherwise provided by such arrangements:

     (1)  A meeting of directors may be held at the close of every ordinary
          general meeting of the Company without notice.

     (2)  Notice of every other directors' meeting may be given as permitted by
          these Articles to each director at least 48 hours before the time
          fixed for the meeting.

     (3)  A meeting of directors may be held without formal notice if all the
          directors are present or if those absent have signified their assent
          to such meeting or their consent to the business transacted at such
          meeting.

111. The President or any director may at any time, and the Secretary, upon the
     request of the President or any director, shall summon a meeting of the
     directors to be held at the Office of the Company. The President, the
     Chairman or a majority of the directors may at any time, and the Secretary,
     upon the request of the President, the Chairman or a majority of the
     directors, shall summon a meeting to be held elsewhere.

112. (1)  Questions arising at any meeting of directors shall be decided by a
          majority of votes. The chairman of the meeting may vote as a director
          but shall not have a second or casting vote.

     (2)  At any meeting of directors the chairman shall receive and count the
          vote of any director not present in person at such meeting on any
          question or matter arising at such meeting whenever such absent
          director has indicated by telegram, letter or other writing lodged
          with the chairman of such meeting the manner in which the absent
          director desires to vote on such question or matter and such question
          or matter has



                                     - 18 -

          been specifically mentioned in the notice calling the meeting as a
          question or matter to be discussed or decided thereat. In respect of
          any such question or matter so mentioned in such notice any director
          may give to any other director a proxy authorizing such other director
          to vote for such first named director at such meeting, and the
          chairman of such meeting, after such proxy has been so lodged, shall
          receive and count any vote given in pursuance thereof notwithstanding
          the absence of the director giving such proxy.

113. If no Chairman is elected, or if at any meeting of directors the Chairman
     is not present within five minutes after the time appointed for holding the
     meeting, or declines to take the chair, the President, if a director, shall
     preside. If the President is not a director, is not present at such time or
     declines to take the chair, a vice-president who is also a director shall
     preside. If no person described above is present at such time and willing
     to take the chair, the directors present shall choose some one of their
     number to be chairman of the meeting.

114. A meeting of the directors at which a quorum is present shall be competent
     to exercise all or any of the authorities, powers and discretions for the
     time being vested in or exercisable by the directors generally.

115. The directors may delegate any of their powers to committees consisting of
     such number of directors as they think fit. Any committee so formed shall
     in the exercise of the powers so delegated conform to any regulations that
     may be imposed on them by the directors.

116. The meetings and proceedings of any committee of directors shall be
     governed by the provisions contained in these Articles for regulating the
     meetings and proceedings of the directors insofar as they are applicable
     and are not superseded by any regulations made by the directors.

117. All acts done at any meeting of the directors or of a committee of
     directors or by any person acting as a director shall, notwithstanding that
     it is afterwards discovered that there was some defect in the appointment
     of the director or person so acting, or that they or any of them were
     disqualified, be as valid as if every such person had been duly appointed
     and was qualified to be a director.

118. A resolution in writing and signed by every director who would be entitled
     to vote on the resolution at a meeting is as valid as if it were passed by
     such directors at a meeting.

119. If any one or more of the directors is called upon to perform extra
     services or to make any special exertions in going or residing abroad or
     otherwise for any of the purposes of the Company or the business thereof,
     the Company may remunerate the director or directors so doing, either by a
     fixed sum or by a percentage of profits or otherwise. Such remuneration
     shall be determined by the directors and may be either in addition to or in
     substitution for remuneration otherwise authorized by these Articles.



                                     - 19 -

                                    REGISTERS

120. The directors shall cause to be kept at the Company's Office in accordance
     with the provisions of the Act a Register of the shareholders of the
     Company, a register of the holders of bonds, debentures and other
     securities of the Company and a register of its directors. Branch registers
     of the shareholders and of the holders of bonds, debentures and other
     securities may be kept elsewhere, either within or without the Province of
     Nova Scotia, in accordance with the Act.

                                     MINUTES

121. The directors shall cause minutes to be entered in books designated for the
     purpose:

     (1)  of all appointments of officers;

     (2)  of the names of directors present at each meeting of directors and of
          any committees of directors;

     (3)  of all orders made by the directors and committees of directors; and

     (4)  of all resolutions and proceedings of meetings of shareholders and of
          directors.

     Any such minutes of any meeting of directors or of any committee of
     directors or of shareholders, if purporting to be signed by the chairman of
     such meeting or by the chairman of the next succeeding meeting, shall be
     receivable as prima facie evidence of the matters stated in such minutes.

                               POWERS OF DIRECTORS

122. The management of the business of the Company is vested in the directors
     who, in addition to the powers and authorities by these Articles or
     otherwise expressly conferred upon them, may exercise all such powers and
     do all such acts and things as may be exercised or done by the Company and
     are not hereby or by statute expressly directed or required to be exercised
     or done by the shareholders, but subject nevertheless to the provisions of
     any statute, the Memorandum or these Articles. No modification of the
     Memorandum or these Articles shall invalidate any prior act of the
     directors that would have been valid if such modification had not been
     made.

123. Without restricting the generality of the terms of any of these Articles
     and without prejudice to the powers conferred thereby, the directors may:

     (1)  take such steps as they think fit to carry out any agreement or
          contract made by or on behalf of the Company;

     (2)  pay costs, charges and expenses preliminary and incidental to the
          promotion, formation, establishment, and registration of the Company;



                                     - 20 -

     (3)  purchase or otherwise acquire for the Company any property, rights or
          privileges that the Company is authorized to acquire, at such price
          and generally on such terms and conditions as they think fit;

     (4)  pay for any property, rights or privileges acquired by, or services
          rendered to the Company either wholly or partially in cash or in
          shares (fully paid-up or otherwise), bonds, debentures or other
          securities of the Company;

     (5)  subject to the Act, secure the fulfilment of any contracts or
          engagements entered into by the Company by mortgaging or charging all
          or any of the property of the Company and its unpaid capital for the
          time being, or in such other manner as they think fit;

     (6)  appoint, remove or suspend at their discretion such experts, managers,
          secretaries, treasurers, officers, clerks, agents and servants for
          permanent, temporary or special services, as they from time to time
          think fit, and determine their powers and duties and fix their
          salaries or emoluments and require security in such instances and to
          such amounts as they think fit;

     (7)  accept a surrender of shares from any shareholder insofar as the law
          permits and on such terms and conditions as may be agreed;

     (8)  appoint any person or persons to accept and hold in trust for the
          Company any property belonging to the Company, or in which it is
          interested, execute and do all such deeds and things as may be
          required in relation to such trust, and provide for the remuneration
          of such trustee or trustees;

     (9)  institute, conduct, defend, compound or abandon any legal proceedings
          by and against the Company, its directors or its officers or otherwise
          concerning the affairs of the Company, and also compound and allow
          time for payment or satisfaction of any debts due and of any claims or
          demands by or against the Company;

     (10) refer any claims or demands by or against the Company to arbitration
          and observe and perform the awards;

     (11) make and give receipts, releases and other discharges for amounts
          payable to the Company and for claims and demands of the Company;

     (12) determine who may exercise the borrowing powers of the Company and
          sign on the Company's behalf bonds, debentures or other securities,
          bills, notes, receipts, acceptances, assignments, transfers,
          hypothecations, pledges, endorsements, cheques, drafts, releases,
          contracts, agreements and all other instruments and documents;

     (13) provide for the management of the affairs of the Company abroad in
          such manner as they think fit, and in particular appoint any person to
          be the attorney or agent of the Company with such powers (including
          power to sub-delegate) and upon such terms as may be thought fit;



                                     - 21 -

     (14) invest and deal with any funds of the Company in such securities and
          in such manner as they think fit; and vary or realize such
          investments;

     (15) subject to the Act, execute in the name and on behalf of the Company
          in favour of any director or other person who may incur or be about to
          incur any personal liability for the benefit of the Company such
          mortgages of the Company's property, present and future, as they think
          fit;

     (16) give any officer or employee of the Company a commission on the
          profits of any particular business or transaction or a share in the
          general profits of the Company;

     (17) set aside out of the profits of the Company before declaring any
          dividend such amounts as they think proper as a reserve fund to meet
          contingencies or provide for dividends, depreciation, repairing,
          improving and maintaining any of the property of the Company and such
          other purposes as the directors may in their absolute discretion think
          in the interests of the Company; and invest such amounts in such
          investments as they think fit, and deal with and vary such
          investments, and dispose of all or any part of them for the benefit of
          the Company, and divide the reserve fund into such special funds as
          they think fit, with full power to employ the assets constituting the
          reserve fund in the business of the Company without being bound to
          keep them separate from the other assets;

     (18) make, vary and repeal rules respecting the business of the Company,
          its officers and employees, the shareholders of the Company or any
          section or class of them;

     (19) enter into all such negotiations and contracts, rescind and vary all
          such contracts, and execute and do all such acts, deeds and things in
          the name and on behalf of the Company as they consider expedient for
          or in relation to any of the matters aforesaid or otherwise for the
          purposes of the Company;

     (20) provide for the management of the affairs of the Company in such
          manner as they think fit.

                                   SOLICITORS

124. The Company may employ or retain solicitors any of whom may, at the request
     or on the instruction of the directors, the Chairman, the President or a
     managing director, attend meetings of the directors or shareholders,
     whether or not the solicitor is a shareholder or a director of the Company.
     A solicitor who is also a director may nevertheless charge for services
     rendered to the Company as a solicitor.



                                     - 22 -

                                    THE SEAL

125. The directors shall arrange for the safe custody of the common seal of the
     Company (the "Seal"). The Seal may be affixed to any instrument in the
     presence of and contemporaneously with the attesting signature of (i) any
     director or officer acting within such person's authority or (ii) any
     person under the authority of a resolution of the directors or a committee
     thereof. For the purpose of certifying documents or proceedings the Seal
     may be affixed by any director or the President, a vice-president, the
     Secretary, an assistant secretary or any other officer of the Company
     without the authorization of a resolution of the directors.

126. The Company may have facsimiles of the Seal which may be used
     interchangeably with the Seal.

127. The Company may have for use at any place outside the Province of Nova
     Scotia, as to all matters to which the corporate existence and capacity of
     the Company extends, an official seal that is a facsimile of the Seal of
     the Company with the addition on its face of the name of the place where it
     is to be used; and the Company may by writing under its Seal authorize any
     person to affix such official seal at such place to any document to which
     the Company is a party.

                                    DIVIDENDS

128. The directors may from time to time declare such dividend as they deem
     proper upon shares of the Company according to the rights and restrictions
     attached to any class or series of shares, and may determine the date upon
     which such dividend will be payable and that it will be payable to the
     persons registered as the holders of the shares on which it is declared at
     the close of business upon a record date. No transfer of such shares
     registered after the record date shall pass any right to the dividend so
     declared.

129. Dividends may be paid as permitted by law and, without limitation, may be
     paid out of the profits, retained earnings or contributed surplus of the
     Company. No interest shall be payable on any dividend except insofar as the
     rights attached to any class or series of shares provide otherwise.

130. The declaration of the directors as to the amount of the profits, retained
     earnings or contributed surplus of the Company shall be conclusive.

131. The directors may from time to time pay to the shareholders such interim
     dividends as in their judgment the position of the Company justifies.

132. Subject to these Articles and the rights and restrictions attached to any
     class or series of shares, dividends may be declared and paid to the
     shareholders in proportion to the amount of capital paid-up on the shares
     (not including any capital paid-up bearing interest) held by them
     respectively.



                                     - 23 -

133. The directors may deduct from the dividends payable to any shareholder
     amounts due and payable by the shareholder to the Company on account of
     calls, instalments or otherwise, and may apply the same in or towards
     satisfaction of such amounts so due and payable.

134. The directors may retain any dividends on which the Company has a lien, and
     may apply the same in or towards satisfaction of the debts, liabilities or
     engagements in respect of which the lien exists.

135. The directors may retain the dividends payable upon shares to which a
     person is entitled or entitled to transfer upon the death or bankruptcy of
     a shareholder or in any way other than by allotment or transfer, until such
     person has become registered as the holder of such shares or has duly
     transferred such shares.

136. When the directors declare a dividend on a class or series of shares and
     also make a call on such shares payable on or before the date on which the
     dividend is payable, the directors may retain all or part of the dividend
     and set off the amount retained against the call.

137. The directors may declare that a dividend be paid by the distribution of
     cash, paid-up shares (at par or at a premium), debentures, bonds or other
     securities of the Company or of any other company or any other specific
     assets held or to be acquired by the Company or in any one or more of such
     ways.

138. The directors may settle any difficulty that may arise in regard to the
     distribution of a dividend as they think expedient, and in particular
     without restricting the generality of the foregoing may issue fractional
     certificates, may fix the value for distribution of any specific assets,
     may determine that cash payments will be made to any shareholders upon the
     footing of the value so fixed or that fractions may be disregarded in order
     to adjust the rights of all parties, and may vest cash or specific assets
     in trustees upon such trusts for the persons entitled to the dividend as
     may seem expedient to the directors.

139. Any person registered as a joint holder of any share may give effectual
     receipts for all dividends and payments on account of dividends in respect
     of such share.

140. Unless otherwise determined by the directors, any dividend may be paid by a
     cheque or warrant delivered to or sent through the post to the registered
     address of the shareholder entitled, or, when there are joint holders, to
     the registered address of that one whose name stands first on the register
     for the shares jointly held. Every cheque or warrant so delivered or sent
     shall be made payable to the order of the person to whom it is delivered or
     sent. The mailing or other transmission to a shareholder at the
     shareholder's registered address (or, in the case of joint shareholders at
     the address of the holder whose name stands first on the register) of a
     cheque payable to the order of the person to whom it is addressed for the
     amount of any dividend payable in cash after the deduction of any tax which
     the Company has properly withheld, shall discharge the Company's liability
     for the dividend unless the cheque is not paid on due presentation. If any
     cheque for a dividend payable in cash is not received, the Company shall
     issue to the shareholder a replacement cheque for the same amount on such
     terms as to indemnity and evidence of non-receipt as the directors may



                                     - 24 -

     impose. No shareholder may recover by action or other legal process against
     the Company any dividend represented by a cheque that has not been duly
     presented to a banker of the Company for payment or that otherwise remains
     unclaimed for 6 years from the date on which it was payable.

                                    ACCOUNTS

141. The directors shall cause proper books of account to be kept of the amounts
     received and expended by the Company, the matters in respect of which such
     receipts and expenditures take place, all sales and purchases of goods by
     the Company, and the assets, credits and liabilities of the Company.

142. The books of account shall be kept at the head office of the Company or at
     such other place or places as the directors may direct.

143. The directors shall from time to time determine whether and to what extent
     and at what times and places and under what conditions the accounts and
     books of the Company or any of them shall be open to inspection of the
     shareholders, and no shareholder shall have any right to inspect any
     account or book or document of the Company except as conferred by statute
     or authorized by the directors or a resolution of the shareholders.

144. At the ordinary general meeting in every year the directors shall lay
     before the Company such financial statements and reports in connection
     therewith as may be required by the Act or other applicable statute or
     regulation thereunder and shall distribute copies thereof at such times and
     to such persons as may be required by statute or regulation.

                               AUDITORS AND AUDIT

145. Except in respect of a financial year for which the Company is exempt from
     audit requirements in the Act, the Company shall at each ordinary general
     meeting appoint an auditor or auditors to hold office until the next
     ordinary general meeting. If at any general meeting at which the
     appointment of an auditor or auditors is to take place and no such
     appointment takes place, or if no ordinary general meeting is held in any
     year or period of years, the directors shall appoint an auditor or auditors
     to hold office until the next ordinary general meeting.

146. The first auditors of the Company may be appointed by the directors at any
     time before the first ordinary general meeting and the auditors so
     appointed shall hold office until such meeting unless previously removed by
     a resolution of the shareholders, in which event the shareholders may
     appoint auditors.

147. The directors may fill any casual vacancy in the office of the auditor but
     while any such vacancy continues the surviving or continuing auditor or
     auditors, if any, may act.



                                     - 25 -

148. The Company may appoint as auditor any person, including a shareholder, not
     disqualified by statute.

149. An auditor may be removed or replaced in the circumstances and in the
     manner specified in the Act.

150. The remuneration of the auditors shall be fixed by the shareholders, or by
     the directors pursuant to authorization given by the shareholders, except
     that the remuneration of an auditor appointed to fill a casual vacancy may
     be fixed by the directors.

151. The auditors shall conduct such audit as may be required by the Act and
     their report, if any, shall be dealt with by the Company as required by the
     Act.

                                     NOTICES

152. A notice (including any communication or document) shall be sufficiently
     given, delivered or served by the Company upon a shareholder, director,
     officer or auditor by personal delivery at such person's registered address
     (or, in the case of a director, officer or auditor, last known address) or
     by prepaid mail, telegraph, telex, facsimile machine or other electronic
     means of communication addressed to such person at such address.

153. Shareholders having no registered address shall not be entitled to receive
     notice.

154. All notices with respect to registered shares to which persons are jointly
     entitled may be sufficiently given to all joint holders thereof by notice
     given to whichever of such persons is named first in the Register for such
     shares.

155. Any notice sent by mail shall be deemed to be given, delivered or served on
     the earlier of actual receipt and the third business day following that
     upon which it is mailed, and in proving such service it shall be sufficient
     to prove that the notice was properly addressed and mailed with the postage
     prepaid thereon. Any notice given by electronic means of communication
     shall be deemed to be given when entered into the appropriate transmitting
     device for transmission. A certificate in writing signed on behalf of the
     Company that the notice was so addressed and mailed or transmitted shall be
     conclusive evidence thereof.

156. Every person who by operation of law, transfer or other means whatsoever
     becomes entitled to any share shall be bound by every notice in respect of
     such share that prior to such person's name and address being entered on
     the Register was duly served in the manner hereinbefore provided upon the
     person from whom such person derived title to such share.

157. Any notice delivered, sent or transmitted to the registered address of any
     shareholder pursuant to these Articles, shall, notwithstanding that such
     shareholder is then deceased and that the Company has notice thereof, be
     deemed to have been served in respect of any registered shares, whether
     held by such deceased shareholder solely or jointly with other persons,
     until some other person is registered as the holder or joint holder
     thereof, and such service shall for all purposes of these Articles be
     deemed a sufficient service of such notice



                                     - 26 -

     on the heirs, executors or administrators of the deceased shareholder and
     all joint holders of such shares.

158. Any notice may bear the name or signature, manual or reproduced, of the
     person giving the notice written or printed.

159. When a given number of days' notice or notice extending over any other
     period is required to be given, the day of service and the day upon which
     such notice expires shall not, unless it is otherwise provided, be counted
     in such number of days or other period.

                                    INDEMNITY

160. Every director or officer, former director or officer, or person who acts
     or acted at the Company's request, as a director or officer of the Company,
     a body corporate, partnership or other association of which the Company is
     or was a shareholder, partner, member or creditor, and the heirs and legal
     representatives of such person, in the absence of any dishonesty on the
     part of such person, shall be indemnified by the Company against, and it
     shall be the duty of the directors out of the funds of the Company to pay,
     all costs, losses and expenses, including an amount paid to settle an
     action or claim or satisfy a judgment, that such director, officer or
     person may incur or become liable to pay in respect of any claim made
     against such person or civil, criminal or administrative action or
     proceeding to which such person is made a party by reason of being or
     having been a director or officer of the Company or such body corporate,
     partnership or other association, whether the Company is a claimant or
     party to such action or proceeding or otherwise; and the amount for which
     such indemnity is proved shall immediately attach as a lien on the property
     of the Company and have priority as against the shareholders over all other
     claims.

161. No director or officer, former director or officer, or person who acts or
     acted at the Company's request, as a director or officer of the Company, a
     body corporate, partnership or other association of which the Company is or
     was a shareholder, partner, member or creditor, in the absence of any
     dishonesty on such person's part, shall be liable for the acts, receipts,
     neglects or defaults of any other director, officer or such person, or for
     joining in any receipt or other act for conformity, or for any loss, damage
     or expense happening to the Company through the insufficiency or deficiency
     of title to any property acquired for or on behalf of the Company, or
     through the insufficiency or deficiency of any security in or upon which
     any of the funds of the Company are invested, or for any loss or damage
     arising from the bankruptcy, insolvency or tortious acts of any person with
     whom any funds, securities or effects are deposited, or for any loss
     occasioned by error of judgment or oversight on the part of such person, or
     for any other loss, damage or misfortune whatsoever which happens in the
     execution of the duties of such person or in relation thereto.

                     EXECUTION OF DOCUMENTS AND INSTRUMENTS

162. Deeds, transfers, assignments, contracts, obligations, certificates and
     other instruments and documents of any description whatsoever shall be
     effectively authorized by and signed on behalf of the Company if signed by
     any director or officer acting within such person's



                                     - 27 -

     authority, whether under seal or otherwise as such signatories may see fit.
     In addition, the board of directors or the shareholders may from time to
     time by resolution direct the manner in which and the person or persons by
     whom any particular document or instrument or class of documents or
     instruments may or shall be signed. Any articles, notice, resolution,
     requisition, statement or other document or instrument required or
     permitted to be executed by more than one person may be executed in several
     documents or instruments of like form each of which is executed by one or
     more of such persons, and such documents or instruments, when duly executed
     by all persons required or permitted, as the case may be, to do so, shall
     be deemed to constitute one document for all relevant purposes. The
     secretary or any other officer or any director may sign certificates and
     similar instruments on the Company's behalf with respect to any factual
     matters relating to the Company's business and affairs, including
     certificates verifying copies of the constating documents, resolutions and
     minutes of meetings of the Company.

                                    REMINDERS

163. The directors shall comply with the following provisions of the Act or the
     CORPORATIONS REGISTRATION ACT (Nova Scotia) where indicated:

     (1)  Keep a current register of shareholders (Section 42).

     (2)  Keep a current register of directors, officers and managers, send to
          the Registrar a copy thereof and notice of all changes therein
          (Section 98).

     (3)  Keep a current register of holders of bonds, debentures and other
          securities (Section 111 and Third Schedule).

     (4)  Call a general meeting every year within the proper time (Section 83).
          Meetings must be held not later than 15 months after the preceding
          general meeting.

     (5)  Send to the Registrar copies of all special resolutions (Section 88).

     (6)  Send to the Registrar notice of the address of the Company's Office
          and of all changes in such address (Section 79).

     (7)  Keep proper minutes of all shareholders' meetings and directors'
          meetings in the Company's minute book kept at the Company's Office
          (Sections 89 and 90).

     (8)  Obtain a certificate under the CORPORATIONS REGISTRATION ACT (Nova
          Scotia) as soon as business is commenced.

     (9)  Send notice of recognized agent to the Registrar under the
          CORPORATIONS REGISTRATION ACT (Nova Scotia).



                                     - 28 -

NAME OF SUBSCRIBER


/s/ Charles S. Reagh

Charles S. Reagh

Dated at Halifax, Nova Scotia the 22nd day of June, 2004.

Witness to above signature:


/s/ Lisa McLellan
- -----------------
Lisa McLellan
Halifax, Nova Scotia


                                                                          [SEAL]

                                                 FILED ELECTRONICALLY
                                       in the computer records maintained by the
                                           Registry of Joint Stock Companies

                                                     JUN 2 2 2004

                                       per: /s/ [ILLEGIBLE]
                                            ----------------------------
                                            STEWART MCKELVEY STIRLING SCALES



DIRECTOR'S RESOLUTION
3090672 NOVA SCOTIA COMPANY

June 22, 2004, at 9:00 a.m.

Pursuant to the COMPANIES ACT, the sole director of the Company, by signing his
name to the foot hereof, adopts the following resolutions and by so doing
renders the same as valid and effectual as if they had been passed at a meeting
of directors duly called and constituted.

WHEREAS the Company has been duly incorporated under the COMPANIES ACT of Nova
Scotia;

AND WHEREAS pursuant to the Articles of Association of the Company the
undersigned is the first director of the Company;

BE IT RESOLVED AS FOLLOWS:

1.   THAT Charles S. Reagh be and is hereby elected President of the Company and
Lisa McLellan be and is hereby appointed Secretary of the Company.

2.   THAT the Memorandum of Association and the Articles of Association, filed
on behalf of the Company, be filed with the corporate records of the Company.

3.   THAT the seal of the Company, an impression of which appears at the margin
hereof, be and is hereby approved and adopted as the common seal of the Company.

4.   THAT the following form of share certificate be adopted as the share
certificate of the Company, together with a form of transfer endorsed thereon:

     No.______________                                             _______Shares


                  ___________________________________________
           (Incorporated 2004 under the COMPANIES ACT of Nova Scotia)


      THIS IS TO CERTIFY that__________________________is the registered owner
     of_____________________ fully paid___________ shares
     of_____________________________, transferable only on the books of the
     Company (subject to the restrictions imposed by the Articles of Association
     of the Company) by the holder hereof in person or by duly authorized
     attorney upon surrender of this Certificate properly endorsed.

      IN WITNESS WHEREOF the Company has caused this Certificate to be signed by
     its duly authorized officers and to be sealed with the seal of the Company
     this _ day of_______,____.

5.   THAT one common share in the capital stock of the Company be allotted to
the subscriber of the Memorandum of Association for the subscription price of
$1 and that a certificate be issued therefor forthwith and that the subscriber's
name be entered in the register of members of the Company as the holder of one
common share, the certificate for such share to be executed by the President and
Secretary under seal of the Company.



                                       -2-

6.   THAT the registered office of the Company be at Suite 900, 1959 Upper Water
Street, P.O. Box 997, Halifax, Nova Scotia, B3J 2X2, and that notice thereof be
transmitted in due course to the Registrar of Joint Stock Companies at Halifax,
Canada.

7.   THAT Charles S. Reagh of Suite 900, 1959 Upper Water Street, P.O. Box 997,
Halifax, Nova Scotia, B3J 2X2, be appointed recognized agent of the Company and
that the required notice of such appointment be filed in due course with the
Registrar of Joint Stock Companies at Halifax, Canada.

8.   THAT the President and Secretary or either of them be and each of them is
hereby authorized to make, on behalf of the Company, any and all applications
for any and all licenses and permits necessary for the carrying on of the
business of the Company.

SIGNED at Halifax, Canada.


/s/ Charles S. Reagh
- ----------------------------------
Charles S. Reagh



SHAREHOLDER'S RESOLUTION

3090672 NOVA SCOTIA COMPANY

June 22, 2004, at 9:15 a.m.

Pursuant to the COMPANIES ACT, the undersigned as sole shareholder of the
Company, by signing his name to the foot hereof, adopts the following
resolutions and by so doing renders the same as valid and effectual as if they
had been passed at a meeting of the shareholders duly called and constituted.

1.   WHEREAS it is deemed desirable and in the best interests of the Company
that the directors may exercise to the fullest extent the power to purchase or
otherwise acquire shares issued by the Company;

     BE IT THEREFORE RESOLVED as a Special Resolution of the Company that the
shareholders of the Company hereby sanction the exercise by the Company of all
and every power to purchase or otherwise acquire shares issued by it and that
the directors of the Company be and they are hereby authorized and empowered to
exercise at any time and from time to time any and all such powers in the name
of and on behalf of the Company and in particular, without restricting the
generality of the foregoing, the directors of the Company be and they are hereby
authorized and empowered in the name of and on behalf of the Company to purchase
or otherwise acquire shares issued by the Company pursuant to and in accordance
with the provisions of the COMPANIES ACT.


SIGNED at Halifax, Canada.


/s/ Charles S. Reagh
- ----------------------------------
Charles S. Reagh



RESOLUTION IN LIEU OF FIRST ANNUAL OR ORDINARY GENERAL MEETING OF SHAREHOLDERS

3090672 NOVA SCOTIA COMPANY

June 22, 2004, at 9:30 a.m.

Pursuant to the COMPANIES ACT, the undersigned as sole shareholder of the
Company, by signing his name to the foot hereof, adopts the following
resolutions and by so doing renders the same as valid and effectual as if they
had been passed at a meeting of the shareholders duly called and constituted.

1.   WHEREAS it is necessary to hold an annual meeting of the shareholders;

     AND WHEREAS the Company was just incorporated, no balance sheet or profit
and loss statement or reports of auditors or directors were prepared for
presentation to the meeting;

     BE IT RESOLVED that the undersigned sole shareholder of the Company waives
the requirements of the COMPANIES ACT in this respect as well as the provisions
of the Company's Articles of Association.

2.   BE IT RESOLVED that the following be elected directors of the Company, to
hold office until the next annual or ordinary general meeting of the Company or
until their successors are elected:

          Charles S. Reagh                   Michel Coutu
          Randy Wyrofsky

3.   BE IT RESOLVED that the fiscal year of the Company be fixed as ending on
the last day of May in each year.

4.   BE IT RESOLVED that the Company be exempt from audit requirements for the
ensuing fiscal year.

5.   BE IT RESOLVED that a meeting of the directors of the Company be held
immediately following the signing of this resolution, such meeting being held
without notice pursuant to the provisions of the Articles of Association of the
Company.


SIGNED at Halifax, Canada.


/s/ Charles S. Reagh
- ----------------------------------
Charles S. Reagh



MINUTES OF THE MEETING OF THE DIRECTORS OF 3090672 NOVA SCOTIA COMPANY held at
Suite 900, Purdy's Wharf Tower One, Halifax, Canada on June 22, 2004, at the
hour of 9:45 a.m.

PRESENT: Charles S. Reagh, being a Director of the Company and, by invitation,
Lisa McLellan the Secretary of the Company.

UPON MOTION Charles S. Reagh was appointed to act as Chairman of the meeting and
Lisa McLellan was appointed to act as secretary of the meeting.

The Chairman pointed out that this meeting was held without notice following
adoption of the Shareholders' Resolution in lieu of First Annual or Ordinary
General Meeting of the Shareholders, pursuant to the Company's Articles of
Association, and that a quorum was present and the meeting duly constituted.

The Secretary presented to the meeting the transfer of Certificate No. 1 for one
common share from Charles S. Reagh to The Jean Coutu Group (PJC) USA, Inc. UPON
MOTION IT WAS RESOLVED that the transfer of one common share of the capital
stock of the Company from Charles S. Reagh to The Jean Coutu Group (PJC) USA,
Inc. is hereby accepted and approved to take effect at the close of the present
meeting and not before.

AND UPON MOTION IT WAS FURTHER RESOLVED that the following share certificate be
signed on behalf of the Company by Charles S. Reagh as President and by Lisa
McLellan as Secretary and the corporate seal affixed and be delivered to the
shareholders at or after the close of the present meeting:



Certificate No.               Name of Shareholder             Number of Shares
- ---------------               -------------------             ----------------
                                                         
      2               The Jean Coutu Group (PJC) USA, Inc.     1 common share


The resignation of Charles S. Reagh as a director of the Company was presented
to the meeting.

UPON MOTION IT WAS RESOLVED that the resignation of Charles S. Reagh as a
director of the Company be accepted, to take effect at the close of the present
meeting but not before.

The Secretary pointed out that at the close of the meeting, the Company would be
left with the following persons as its directors:

          Michel Coutu
          Randy Wyrofsky

The meeting then proceeded to the election of officers and the following persons
were declared elected, to take office at the close of the present meeting:

          Michel Coutu            President
          Randy Wyrofsky          Secretary-Treasurer

There being no further business before the meeting, UPON MOTION the meeting
terminated.



                                        2

                                                  /s/ Lisa McLellan
                                                  ------------------------------
                                                  Secretary

APPROVED:


/s/ [ILLEGIBLE]
- --------------------------------
Chairman


                                           June 22, 2004


TO:  3090672 NOVA SCOTIA COMPANY
     Halifax, Nova Scotia

     I hereby tender my resignation as a director of the Company.


                                           Yours very truly,


                                           /s/ Charles S. Reagh
                                           Charles S. Reagh

EX-3.9

                                                                     EXHIBIT 3.9

                                                                        PAGE 1

                                    DELAWARE

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "BROOKS PHARMACY, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-EIGHTH DAY OF DECEMBER,
A.D. 2001, AT 9 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-SEVENTH DAY OF
MAY, A.D. 2003, AT 4:38 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.

[SEAL]

3468087 8100H                        /s/ Harriet Smith Windsor
                                     -----------------------------------------
040547027                            Harriet Smith Windsor, Secretary of State
                                      AUTHENTICATION: 3256522

                                                DATE: 07-27-04



                          CERTIFICATE OF INCORPORATION
                                       OF
                              BROOKS PHARMACY, INC.

FIRST: The name of the Corporation is Brooks Pharmacy, Inc.

SECOND: The address of the Corporation's registered office in the State of
Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County
of New Castle. The name and address of the Corporation's registered agent at
such address is Corporation Service Company.

THIRD: The nature of the business and purposes to be conducted or promoted by
the Corporation are as follows:

To own and operate pharmacies and to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware, whether or not related to the foregoing, and to have and
exercise all of the powers conferred by the laws of the State of Delaware upon
corporations incorporated or organized under such Law.

FOURTH: The total number of shares of capital stock which the Corporation has
authority to issue is 3,000 shares of Common Stock with $0.01 par value per
share.

FIFTH: The name and mailing address of the sole incorporator are as follows:

NAME                                            MAILING ADDRESS

Julianne M. Ells                                Sullivan & Worcester LLP
                                                One Post Office Square
                                                Boston, Massachusetts 02109

SIXTH: In furtherance and not in limitation of powers conferred by statute, it
is further provided:

   (a) Election of directors need not be by written ballot unless so provided in
the By-Laws of the Corporation.

   (b) The Board of Directors is expressly authorized to adopt, amend or repeal
the By-Laws of the Corporation.

SEVENTH: The Corporation shall have and may exercise, to the fullest extent
permitted by Delaware law, and as provided in the By-laws as in effect from time
to time, the power to indemnify its officers, directors, employees and agents,
and persons acting at the request of the Corporation as directors, officers,
partners, members, trustees, employees or agents of other entities, whether
corporations, partnerships, joint ventures, limited liability companies, trusts
or other enterprises, or non-profit entities.

                                                         STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 12/28/2001
                                                          010674157 - 3468087

                                      - 1 -


EIGHTH: No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except to the extent that exculpation from liability is not permitted under the
General Corporation Law of the state of Delaware as in effect when such breach
occurred. Neither the amendment nor repeal of this Article EIGHTH nor the
adoption of any provision of this Certificate of Incorporation inconsistent with
this Article EIGHTH shall reduce, eliminate or adversely affect the effect of
this Article EIGHTH in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article EIGHTH, would accrue or arise, prior to
the effectiveness of such amendment, repeal or adoption.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein
are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto set my hand on December 28, 2001.

                                                    /s/ Julianne M. Ells
                                                    --------------------
                                                    Julianne M. Ells
                                                    Sole Incorporator

                                       - 2 -

EX-3.10

                                                                    EXHIBIT 3.10

                                     BY-LAWS

                                       OF

                              BROOKS PHARMACY, INC.
                            (a Delaware Corporation)

                            Adopted December 28, 2001



                                TABLE OF CONTENTS


                                                                            PAGE
                                                                            
ARTICLE I OFFICES AND SEAL......................................................1
SECTION 1. Registered Office....................................................1
SECTION 2. Other Offices........................................................1
SECTION 3. Seal.................................................................1

ARTICLE II MEETINGS OF STOCKHOLDERS.............................................1
SECTION 1. Place of Meeting.....................................................1
SECTION 2. Annual Meeting.......................................................1
SECTION 3. Special Meetings.....................................................1
SECTION 4. Notice...............................................................2
SECTION 5. Presiding Officer....................................................2
SECTION 6. Quorum and Adjournments..............................................2
SECTION 7. Votes; Proxies.......................................................3
SECTION 8. Action Without Meeting...............................................3

ARTICLE III DIRECTORS...........................................................4
SECTION 1. General Powers.......................................................4
SECTION 2. Number and Election..................................................4
SECTION 3. Term of Office.......................................................5
SECTION 4. Vacancies............................................................5
SECTION 5. Removal by Stockholders..............................................5
SECTION 6. Resignation of Directors.............................................5
SECTION 7. Compensation.........................................................5

ARTICLE IV MEETINGS OF DIRECTORS................................................5
SECTION 1. Time and Place of Meetings of New Board..............................5
SECTION 2. Regular Meetings.....................................................6
SECTION 3. Presiding Officer....................................................6
SECTION 4. Votes................................................................6
SECTION 5. Quorum and Adjournment...............................................6
SECTION 6. Action Without Meeting...............................................7
SECTION 7. Limitation of Liability..............................................7
SECTION 8. Participation via Communications Equipment...........................7
SECTION 9. Minutes..............................................................7

ARTICLE V COMMITTEES OF DIRECTORS...............................................7
SECTION 1. Executive Committee..................................................7
SECTION 2. Audit Committee......................................................9
SECTION 3. Other Committees.....................................................9
SECTION 4. Term of Office......................................................10

                                        i




                                TABLE OF CONTENTS
                                   (continued)


                                                                            PAGE
                                                                            
ARTICLE VI NOTICES.............................................................10
SECTION 1. How Made............................................................10
SECTION 2. Waiver of Notice....................................................10

ARTICLE VII OFFICERS...........................................................11
SECTION 1. Officers............................................................11
SECTION 2. How Elected.........................................................11
SECTION 3. Tenure..............................................................11
SECTION 4. Removal.............................................................11
SECTION 5. Resignation.........................................................11
SECTION 6. Compensation........................................................11
SECTION 7. Vacancies...........................................................11
SECTION 8. Chairman of the Board...............................................11
SECTION 9. President...........................................................12
SECTION 10. Executive Vice Presidents and Vice Presidents......................12
SECTION 11. Secretary..........................................................12
SECTION 12. Assistant Secretaries..............................................12
SECTION 13. Treasurer..........................................................12
SECTION 14. Assistant Treasurers...............................................13
SECTION 15. Controller.........................................................13
SECTION 16. Assistant Controllers..............................................13
SECTION 17. Subordinate Officers...............................................13

ARTICLE VIII CERTIFICATES OF STOCK.............................................13
SECTION 1. Form and Execution of Certificates..................................13
SECTION 2. Transfer of Shares..................................................14
SECTION 3. Closing of Transfer Books...........................................14
SECTION 4. Fixing Date for Determination of Stockholders of Record.............15
SECTION 5. Lost or Destroyed Certificates......................................15
SECTION 6. Uncertificated Shares...............................................16
SECTION 7. Stock Ledger........................................................16
SECTION 8. Close Corporation...................................................16

ARTICLE IX EXECUTION OF DOCUMENTS..............................................16
SECTION 1. Execution of Checks, Notes, etc.....................................16
SECTION 2. Execution of Contracts, Assignments, etc............................17
SECTION 3. Execution of Proxies................................................17

ARTICLE X INSPECTION OF BOOKS..................................................17

                                       ii




                                TABLE OF CONTENTS
                                   (continued)


                                                                            PAGE
                                                                            
 ARTICLE XI FISCAL YEAR........................................................17

 ARTICLE XII AMENDMENTS........................................................17

 ARTICLE XIII INDEMNIFICATION..................................................18
 SECTION 1. Indemnification of Officers, Directors and Others..................18
 SECTION 2. Authorization......................................................19
 SECTION 3. Expense Advance....................................................20
 SECTION 4. Nonexclusivity.....................................................20
 SECTION 5. Insurance..........................................................20
 SECTION 6. "The Corporation"..................................................20
 SECTION 7. Other Indemnification..............................................20
 SECTION 8. Other Definitions..................................................21
 SECTION 9. Continuation of Indemnification....................................21
 SECTION 10. Amendment or Repeal...............................................21

 ARTICLE XIV MISCELLANEOUS.....................................................21
 SECTION 1. Annual Statements..................................................21
 SECTION 2. Checks, etc........................................................21
 SECTION 3. Licenses and Permits...............................................21

                                       iii




                              BROOKS PHARMACY, INC.
                            (a Delaware Corporation)

                                   ----------

                                     BY-LAWS

                                   ----------

                                    ARTICLE I

                                OFFICES AND SEAL

          SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be located in Wilmington, County of New Castle, State of Delaware, and the
name of the resident agent in charge thereof shall be Corporation Service
Company.

          SECTION 2. OTHER OFFICES. The Corporation may also have offices at
such other places, within or without the State of Delaware, as the Board of
Directors may from time to time appoint or the business of the Corporation may
require.

          SECTION 3. SEAL. The seal of the Corporation shall, subject to
alteration by the Board of Directors, consist of a flat-faced circular die with
the word "Delaware", together with the name of the Corporation and the year of
incorporation, cut or engraved thereon. The seal may be used by causing it, or a
facsimile thereof to be affixed, impressed, reproduced or used in any other
manner permitted by law.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          SECTION 1. PLACE OF MEETING. Meetings of the stockholders shall be
held either within or without the State of Delaware at such place as the Board
of Directors may fix from time to time, or if the Board of Directors does not
fix the place, by the person or group calling the meeting, and as stated in the
notice of meeting.

          SECTION 2. ANNUAL MEETING. Beginning with the first calendar year
after the year of incorporation, an annual meeting of the stockholders shall be
held on the last Friday of September each year (or if that be a legal holiday in
the place where the meeting is to be held, on the next succeeding business day).
The purposes for which the annual meeting is to be held in addition to those
prescribed by law, the Certificate of Incorporation or these By-Laws, shall be
specified by the director(s) or the President. If no annual meeting is held in
accordance with this Section, a special meeting may be held in lieu thereof, and
any action taken at such a meeting shall have the same effect as if taken by the
annual meeting.

          SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders for
any purpose or purposes may be called by the Chairman of the Board of Directors,
if there be one, the President,



and special meetings shall be called by the President or the Secretary at the
request in writing of at least half of the Board of Directors or of holders
of ten percent (10%) or more of the shares entitled to vote at the meeting. Such
request of stockholders shall state the purpose or purposes of the proposed
meeting. The business transacted at any special meeting of the stockholders
shall be limited to the purpose or purposes stated in the notice of the meeting,
unless otherwise agreed by all stockholders present in person or by proxy and
entitled to vote at the meeting..

          SECTION 4. NOTICE. Written or printed notice of every meeting of
stockholders, annual or special, stating the hour, date and place thereof, and
the purpose or purposes in general terms for which the meeting is called shall,
not less than ten (10) days, or such longer period as shall be provided by law,
the Certificate of Incorporation, these By-Laws, or otherwise, and not more than
sixty (60) days before such meeting. Such notice shall be given in the manner
set forth in Article VI.

          SECTION 5. PRESIDING OFFICER. The President shall preside at all
meetings of the stockholders, unless the Board of Directors shall have elected a
person other than the President to serve as Chairman; in the absence of the
President, the Chairman of the Board, if any, shall preside. In the absence of
both the Chairman of the Board and the President, a presiding officer shall be
selected by vote of the holders of a majority of the shares of stock whose
holders are present in person or by proxy and entitled to vote at the meeting.

          SECTION 6. QUORUM AND ADJOURNMENTS. Except as otherwise provided by
law or by the Certificate of Incorporation, the presence in person or by proxy
at any meeting of stockholders of the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote
thereat, shall be requisite and shall constitute a quorum. If two or more
classes of stock are entitled to vote as separate classes upon any question,
then, in the case of each such class, a quorum for the consideration of such
question shall, except as otherwise provided by law or by the Certificate of
Incorporation, consist of a majority in interest of all stock of that class
issued, outstanding and entitled to vote. If a majority of the shares of capital
stock of the Corporation issued and outstanding and entitled to vote thereat or,
where a larger quorum is required, such quorum, shall not be represented at any
meeting of the stockholders regularly called, the holders of a majority of the
shares present or represented by proxy and entitled to vote thereat shall have
power to adjourn the meeting to another time, or to another time and place,
without notice other than announcement of adjournment at the meeting, and there
may be successive adjournments for like cause and in like manner until the
requisite amount of shares entitled to vote at such meeting shall be
represented; provided, however, that if the adjournment is for more than thirty
(30) days, notice of the hour, date and place of the adjourned meeting shall be
given to each stockholder entitled to vote thereat. Subject to the requirements
of law and the Certificate of Incorporation, on any issue on which two or more
classes of stock are entitled to vote separately, no adjournment shall be taken
with respect to any class for which a quorum is present unless the Chairman of
the meeting otherwise directs. At any meeting held to consider matters which
were subject to adjournment for want of a quorum at which the requisite amount
of shares entitled to vote thereat shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed.

                                       - 2 -


          SECTION 7, VOTES; PROXIES. Except as otherwise provided in the
Certificate of Incorporation, at each meeting of stockholders, every stockholder
of record at the closing of the transfer books, if closed, or on the date set by
the Board of Directors for the determination of stockholders entitled to vote at
such meeting, shall have one vote for each share of stock entitled to vote which
is registered in such stockholder's name on the books of the Corporation, and,
in the election of directors, may vote cumulatively to the extent, if any, and
in the manner authorized in the Certificate of Incorporation.

          At each such meeting every stockholder entitled to vote shall be
entitled to do so in person, by electronic means or by proxy appointed by an
instrument in writing or as otherwise permitted by law subscribed by such
stockholder and bearing a date not more than three (3) years prior to the
meeting in question, unless said instrument provides for a longer period during
which it is to remain in force. A duly executed proxy shall be irrevocable if it
states that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or any interest in the Corporation generally. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing with the Secretary of the Corporation
an instrument in writing or as otherwise permitted by law revoking the proxy or
another duly executed proxy bearing a later date. No proxy be valid after 11
months from its date, unless otherwise provided therein.

          Voting at meetings of stockholders need not be by written ballot and,
except as otherwise provided by law, need not be conducted by inspectors of
election unless so determined by the Chairman of the meeting or by the holders
of shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or represented by proxy at such meeting. If it is required or
determined that inspectors of election be appointed, the Chairman shall appoint
two inspectors of election, who shall first take and subscribe an oath or
affirmation faithfully to execute the duties of inspectors at such meeting with
strict impartiality and according to the best of their ability. The inspectors
so appointed shall take charge of the polls and, after the balloting, shall make
a certificate of the result of the vote taken. No director or candidate for the
office of director shall be appointed as such inspector. At all meetings of the
stockholders, all questions relating to the qualification of voters shall be
decided by the presiding officer of the meeting.

          At any meeting at which a quorum is present, a plurality of the votes
properly cast for election to fill any vacancy on the Board of Directors shall
be sufficient to elect a candidate to fill such vacancy, and a majority of the
votes properly cast upon any other question shall decide the question, except in
any case where a larger vote is required by law, the Certificate of
Incorporation, these By-Laws, or otherwise.

          SECTION 8. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation, any action required or permitted by the Delaware
General Corporation Law to be taken at any annual or special meeting of the
stockholders of the Corporation, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not

                                       - 3 -


less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested.

          Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the earliest dated consent delivered in the manner required by this section to
the Corporation, written consents signed by a sufficient number of stockholders
to take action are delivered to the Corporation by delivery to its registered
office in Delaware, its principal place of business, or an officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.

          Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing. In the event that the action which is consented
to is such as would have required the filing of a certificate under any section
of the Delaware General Corporation Law other than Section 228 thereof, if such
action had been voted on by stockholders at a meeting thereof, the certificate
filed under such other section shall state, in lieu of any statement required by
such section concerning any vote of stockholders, that written consent has been
given in accordance with Section 228 of the Delaware General Corporation Law,
and that written notice has been given as provided in such Section 228.

                                   ARTICLE III

                                    DIRECTORS

          SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors, which may
exercise all of the powers of the Corporation except such as are by law, the
Certificate of Incorporation, or these By-Laws conferred upon or reserved to the
stockholders.

          SECTION 2. NUMBER AND ELECTION. The Board of Directors shall number
no less than one (1) nor greater than seven (7). Directors elected by a majority
vote, may nominate successor directors, unless only one director is in office.
Until the first meeting of the directors is held, the Board of Directors shall
consist of the persons named as such in the written consent of the Sole
Incorporator. Thereafter, and at such subsequent annual meeting of the
stockholders, the stockholders shall elect Directors and determine the number of
members of the Board of Directors.

          At any time during any year, except as otherwise provided by law, the
Certificate of

                                       - 4 -


Incorporation, these By-Laws, or otherwise, the number of directors may be
increased or reduced, in each case by vote of a majority of the stock issued and
outstanding and present in person or represented by proxy and entitled to vote
for the election of directors.

          SECTION 3. TERM OF OFFICE. Each director shall hold office until the
next annual meeting of stockholders, provided that if he or she is not
re-elected or if his or her successor is not elected thereat and there remains a
vacancy in the Board of Directors, he or she shall serve until his or her
successor is duly elected and qualified or until his or her earlier death or
resignation, subject to the right of the stockholders at any time to remove any
director or directors as provided in Section 4 of this Article. Directors need
not be stockholders of the Corporation.

          SECTION 4. VACANCIES. If any vacancy shall occur among the directors,
or if the number of directors shall at any time be increased, the directors then
in office, although less than a quorum, by a majority vote may fill the
vacancies or newly-created directorships, or in the absence of any such
director, by the holders of stock of each class acting at special meeting of
stockholders. A director elected to fill a vacancy shall hold office during the
remainder of the term of the director he or she replaces.

          SECTION 5. REMOVAL BY STOCKHOLDERS. Except as otherwise provided by
law, the Certificate of Incorporation or otherwise, the holders of record of the
capital stock of the Corporation entitled to vote for the election of directors
may, by a majority vote, remove any director or directors, with or without
cause, and, in their discretion, elect a new director or directors in place
thereof.

          SECTION 6. RESIGNATION OF DIRECTORS. A Director may resign at any time
by giving written notice of his or her resignation to the Chairman of the Board
of Directors or the President. His or her resignation shall take effect at the
time received unless another time is specified in the notice.

          SECTION 7. COMPENSATION. Directors shall receive compensation for
their services, as such, and for service on any Committee of the Board of
Directors, as fixed by resolution of the Board of Directors and for expenses of
attendance at each regular or special meeting of the Board or any Committee
thereof. Nothing in this Section shall be construed to preclude a director from
serving the Corporation in any other capacity and receiving compensation
therefor.

                                   ARTICLE IV

                              MEETINGS OF DIRECTORS

          SECTION 1. TIME AND PLACE OF MEETINGS OF NEW BOARD. The first meeting
of each newly elected Board of Directors shall be held at such time and place as
are fixed by the vote of the stockholders at the annual meeting, and no notice
of such meeting shall be necessary in order legally to constitute the meeting,
provided a quorum is present. If the stockholders fail to fix the time or place
of the newly elected Board of Directors, or if such meeting is not held at the
time

                                      - 5 -


and place so fixed by the stockholders, the meeting may be held at such time and
place as are specified in a notice given as hereinafter provided for special
meetings of the Board.

          SECTION 2. REGULAR MEETINGS. Meetings of the Board of Directors shall
be held at such place, within or without the State of Delaware, as may from time
to time be fixed by resolution of the Board of Directors or by the Chairman of
the Board, if there be one, or by the President, and as may be specified in the
notice or waiver of notice of any meeting. Meetings may be held at any time upon
the call of the Chairman of the Board, if there be one, or the President or any
two (2) of the directors in office by oral, telegraphic, telex, telecopy or
other form of electronic transmission, or written notice, duly served or sent or
mailed to each director not less than twenty-four (24) hours before such
meeting, except that, if mailed, not less than seventy two (72) hours before
such meeting.

          Meetings may be held at any time and place without notice if all the
directors are present and do not object to the holding of such meeting for lack
of proper notice or if those not present shall, in writing or by telegram,
telex, telecopy or other form of electronic transmission, waive notice thereof.
A regular meeting of the Board may be held without notice immediately following
the annual meeting of stockholders at the place where such meeting is held.
Regular meetings of the Board may also be held without notice at such time and
place as shall from time to time be determined by resolution of the Board.
Except as otherwise provided by law, the Certificate of Incorporation or
otherwise, neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors or any committee thereof
need be specified in any written waiver of notice.

          Members of the Board of Directors or any committee thereof may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and participation in a meeting
pursuant to the foregoing provisions shall constitute presence in person at the
meeting.

          SECTION 3. PRESIDING OFFICER. The Chairman of the Board, or if he or
she has not been elected, the President, shall preside at all meetings of the
Board of Directors. In the absence of the Chairman of the Board and the
President, a presiding officer shall be selected by a majority vote of the
members of the Board present at the meeting.

          SECTION 4. VOTES. Except as otherwise provided by law, the Certificate
of Incorporation or otherwise, the vote of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.

          SECTION 5. QUORUM AND ADJOURNMENT. Except as otherwise provided by
law, the Certificate of Incorporation or otherwise, a majority of the directors
shall constitute a quorum for the transaction of business. If at any meeting of
the Board there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time without notice other than announcement
of the adjournment at the meeting, and at such adjourned meeting at which a
quorum is present any business may be transacted which might have been
transacted at the meeting as originally noticed. The directors present at a
duly called or held meeting at which

                                      - 6 -


a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum,
unless a majority of present members object.

          SECTION 6. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee. Such consent shall be
treated as a vote adopted at a meeting for all purposes. Such consents may be
executed in one or more counterparts and not every Director or committee member
need sign the same counterpart.

          SECTION 7. LIMITATION OF LIABILITY. No director shall be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such liability;
provided, however, that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for any transaction from which the director derived an improper personal
benefit.

          SECTION 8. PARTICIPATION VIA COMMUNICATIONS EQUIPMENT. Directors may
participate in a meeting of the Board of Directors or of any. Committee of the
Board of Directors by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
and speak to each other, and such participation in the meeting shall constitute
presence in person at such meeting.

          SECTION 9. MINUTES. Minutes shall be kept of all meetings of the Board
of Directors. If the Secretary of the Corporation is not present at the meeting,
the minutes shall be kept by a person designated by the Chairman of the meeting
and shall be filed with the Secretary. Minutes of meetings of a Committee shall
be distributed to the Board of Directors in accordance with resolutions
establishing such Committee.

                                    ARTICLE V

                             COMMITTEES OF DIRECTORS

          SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution passed by a majority of the whole Board, appoint an Executive
Committee of one (1) or more members, to serve during the pleasure of the Board,
to consist of such directors as the Board may from time to time designate. The
Board of Directors shall designate the Chairman of the Executive Committee.

          (a)  PROCEDURE. The Executive Committee shall, by a vote of a majority
               of its members, fix its own times and places of meeting,
               determine the number of its members constituting a quorum for the
               transaction of business, and prescribe its

                                      - 7 -


               own rules of procedure, no change in which shall be made save by
               a majority vote of its members.

          (b)  RESPONSIBILITIES. During the intervals between the meetings of
               the Board of Directors, except as otherwise provided by the Board
               of Directors in establishing such Committee or otherwise, the
               Executive Committee shall possess and may exercise all the powers
               of the Board in the management and direction of the business and
               affairs of the Corporation; provided, however, that the Executive
               Committee shall not, except to the extent the Certificate of
               Incorporation or the resolution providing for the issuance of
               shares of stock adopted by the Board of Directors as provided in
               Section 151(a) of the Delaware General Business Corporation Law,
               have the power:

               (i)      to amend or authorize the amendment of the Certificate
                        of Incorporation or these By-Laws;

               (ii)     to authorize the issuance of stock;

               (iii)    to authorize the payment of any dividend;

               (iv)     to adopt an agreement of merger or consolidation of the
                        Corporation or to recommend to the stockholders the
                        sale, lease or exchange of all or substantially all the
                        property and business of the Corporation;

               (v)      to recommend to the stockholders a dissolution, or a
                        revocation of a dissolution, of the Corporation;

               (vi)     to adopt a certificate of ownership and merger pursuant
                        to Section 253 of the Delaware Business Corporation Law;

               (vii)    to fill a vacancy on the Board of Directors, remove a
                        director, fix the compensation of the directors for
                        serving on the Board of Directors, or amend or repeal
                        any resolution of the Board of Directors that is not by
                        its terms so amendable or repealable; or

               (viii)   to elect any of the principal officers or remove any of
                        the officers elected by the Board of Directors.

          (c)  REPORTS. The Executive Committee shall keep regular minutes of
               its proceedings, and all action by the Executive Committee shall
               be reported promptly to the Board of Directors. Such action shall
               be subject to review, amendment and repeal by the Board, provided
               that no rights of third parties shall be adversely affected by
               such review, amendment or repeal.

          (d)  APPOINTMENT OF ADDITIONAL MEMBERS. In the absence or
               disqualification of any member of the Executive Committee, the
               member or members thereof present at

                                      - 8 -


               any meeting and not disqualified from voting, whether or not
               constituting a quorum, may unanimously appoint another member of
               the Board of Directors to act at the meeting in place of any such
               absent or disqualified member.

          SECTION 2. AUDIT COMMITTEE. The Board of Directors may, by resolution
passed by a majority of the whole Board, appoint an Audit Committee of one (1)
or more members who shall not be officers or employees of the Corporation to
serve during the pleasure of the Board. The Board of Directors shall designate
the Chairman of the Audit Committee.

          (a)  PROCEDURE. The Audit Committee, by a vote of a majority of its
               members, shall fix its own times and places of meeting, shall
               determine the number of its members constituting a quorum for the
               transaction of business, and shall prescribe its own rules of
               procedure, no change in which shall be made save by a majority
               vote of its members.

          (b)  RESPONSIBILITIES. The Audit Committee shall review the annual
               financial statements of the Corporation prior to their submission
               to the Board of Directors, shall consult with the Corporation's
               independent auditors, and may examine and consider such other
               matters in relation to the internal and external audit of the
               Corporation's accounts and in relation to the financial affairs
               of the Corporation and its accounts, including the selection and
               retention of independent auditors, as the Audit Committee may, in
               its discretion, determine to be desirable.

          (c)  REPORTS. The Audit Committee shall keep regular minutes of its
               proceedings, and all action by the Audit Committee shall, from
               time to time, be reported to the Board of Directors as it shall
               direct. Such action shall be subject to review, amendment and
               repeal by the Board, provided that no rights of third parties
               shall be adversely affected by such review, amendment or repeal.

          (d)  APPOINTMENT OF ADDITIONAL MEMBERS. In the absence or
               disqualification of any member of the Audit Committee, the member
               or members thereof present at any meeting and not disqualified
               from voting, whether or not constituting a quorum, may
               unanimously appoint another member of the Board of Directors to
               act at the meeting in place of any such absent or disqualified
               member.

          SECTION 3. OTHER COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, at any time appoint one or more other
committees from and outside of its own number. Every such committee must include
at least one (1) member of the Board of Directors. The Board may from time to
time designate or alter, within the limits permitted by law, the Certificate of
Incorporation and this Article, if applicable, the duties, powers and number of
members of such other committees or change their membership, and may at any time
abolish such other committees or any of them.

          (a)  PROCEDURE. Each committee, appointed pursuant to this Section,
               shall, by a vote of a majority of its members, fix its own times
               and places of meeting, determine the number of its members
               constituting a quorum for the transaction of business,

                                      - 9 -


               and prescribe its own rules of procedure, no change in which
               shall be made save by a majority vote of its members.

          (b)  RESPONSIBILITIES. Each committee, appointed pursuant to this
               Section, shall exercise the powers assigned to it by the Board of
               Directors in its discretion.

          (c)  REPORTS. Each committee appointed pursuant to this Section shall
               keep regular minutes of proceedings, and all action by each such
               committee shall, from time to time, be reported to the Board of
               Directors as it shall direct. Such action shall be subject to
               review, amendment and repeal by the Board, provided that no
               rights of third parties shall be adversely affected by such
               review, amendment or repeal.

          (d)  APPOINTMENT OF ADDITIONAL MEMBERS. In the absence or
               disqualification of any member of each committee, appointed
               pursuant to this Section, the member or members thereof present
               at any meeting and not disqualified from voting, whether or not
               constituting a quorum, may unanimously appoint another member of
               the Board of Directors (or, to the extent permitted, another
               person) to act at the meeting in place of any such absent or
               disqualified member.

          SECTION 4. TERM OF OFFICE. Each member of a committee shall hold
office until the first meeting of the Board of Directors following the annual
meeting of stockholders (or until such other time as the Board of Directors may
determine, either in the vote establishing the committee or at the election of
such member or otherwise) and until his or her successor is elected and
qualified, or until he or she sooner dies, resigns, is removed, is replaced by
change of membership or becomes disqualified by ceasing to be a director (where
membership on the Board is required), or until the committee is sooner abolished
by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

          SECTION 1. HOW MADE. Any notice required by law, the Certificate of
Incorporation, or these By-Laws to be given to stockholders or directors shall
be in writing. Such notice to a stockholder or director shall be either
presented to him personally, or left at his residence or usual place of
business, or transmitted by prepaid telegram, fax, or other mode of record
communication, or mailed postage prepaid, to him at his address as it appears on
the records of the Corporation. Notice by mail shall be deemed to have been
given on the day after its deposit in the United States mail. Notice by
telegram, fax, or other mode of record communication shall be deemed to have
been given at the time of dispatch. A notice of meeting need not state the
purpose of the meeting except to the extent required by law, the Articles of
Organization, or these By-Laws.

          SECTION 2. WAIVER OF NOTICE. Whenever any notice of the time, place,
or purpose of any meeting of the stockholders, the Board of Directors, or a
Committee of the Board is required to be given by law, the Articles of
Organization or these By-Laws, a written waiver thereof, signed by a person
entitled to such notice either before, at, or after the meeting and filed with

                                     - 10 -


records of the meeting, or actual attendance in person at a meeting of the Board
or a Committee for the express purpose of objecting to the transacting of any
business because the meeting is not lawfully called or convened shall not
constitute a waiver of notice.

                                   ARTICLE VII

                                    OFFICERS

          SECTION 1. OFFICERS. The Board of Directors shall elect a President, a
Secretary and a Treasurer, and, in their discretion, may elect a Chairman of the
Board, a Vice Chairman of the Board, a Controller, and one or more Executive
Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers
and Assistant Controllers as deemed necessary or appropriate. The powers and
duties of more than one office may be exercised and performed by the same
person.

          SECTION 2. HOW ELECTED. The principal officers shall be elected by the
Board of Directors and the election shall be ratified by the shareholders. Other
officers shall be elected by the Board, or appointed, pursuant to authority
granted by the Board.

          SECTION 3. TENURE. The tenure of all officers except for the
President, Treasurer, and Secretary shall be one year unless a shorter term is
specified in the vote choosing or appointing them. Other officers shall serve
until resignation or removal or until successors are elected or appointed.

          SECTION 4. REMOVAL. Any officer may be removed by action of the Board
of Directors whenever, in the judgment of the Board, the best interests of the
Corporation shall be served thereby. Removal of an officer shall be without
prejudice to his contractual rights.

          SECTION 5. RESIGNATION. Any officer may resign his office at any time
by giving written notice of his resignation to the Chairman of the Board or to
the President. His resignation shall take effect at the time received unless
another time is specified in the notice.

          SECTION 6. COMPENSATION. The salaries or other compensation of all
officers elected by the Board of Directors shall be fixed from time to time by
the Board.

          SECTION 7. VACANCIES. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors, at any regular or
special meeting.

          SECTION 8. CHAIRMAN OF THE BOARD. A Chairman of the Board may be
elected from among the directors at the first meeting of the Board of Directors
following each annual meeting of the stockholders, by a vote of the majority of
the directors in office, to serve at the pleasure of the Board of Directors or
until his or her successor is elected. The Chairman of the Board shall, if
present, preside at all meetings of the Board and at all meetings of the
stockholders. He or she shall perform such other duties as from time to time may
be assigned to him or her by the Board. The Chairman of the Board shall be
eligible to serve as the officer of the Corporation designated as Chairman, as
President, or as any other officer of the Corporation.

                                     - 11 -


          SECTION 9. PRESIDENT. The President shall be the chief executive
officer of the Corporation. Subject to the directions of the Board of Directors,
the President shall have and exercise direct charge of and general supervision
over the business and affairs of the Corporation and shall see that all orders
and resolutions of the Board of Directors are carried into effect. He or she
shall perform all duties incident to the office of the chief executive officer
of a corporation and other duties as from time to time may be assigned to him or
her by the Board of Directors. The President may but need not be a member of the
Board of Directors.

          SECTION 10. EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS. Each
Executive Vice President and Vice President if appointed by the Board of
Directors, shall in the absence or disability of the President, perform the
duties and exercise the powers of the President as assigned by the Board of
Directors and shall have and exercise such powers and shall perform such duties
as from time to time may be assigned to him or to her by the Board of Directors
or the President. The Executive Vice President, if one is appointed by the Board
of Directors, shall be Senior to any Vice Presidents elected by the Board of
Directors or appointed pursuant to authority granted by the Board of Directors.

          SECTION 11. SECRETARY. The Secretary shall keep the minutes of all
meetings of the stockholders and of the Board of Directors in books provided for
the purpose; shall see that all notices are duly given in accordance with the
provisions of law and these By-Laws; the Secretary shall be custodian of the
records and of the corporate seal or seals of the Corporation; shall see that
the corporate seal is affixed to all documents the execution of which, on behalf
of the Corporation under its seal, is duly authorized, and, when the seal is so
affixed, he or she may attest the same; the Secretary may sign, with the
President, an Executive Vice President or a Vice President, certificates of
stock of the Corporation; and, in general, the Secretary shall perform all
duties incident to the office of Secretary of a corporation, and such other
duties as from time to time may be assigned to him or her by the Board of
Directors.

          SECTION 12. ASSISTANT SECRETARIES. The Assistant Secretaries in order
of their seniority shall, in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors shall prescribe or as from time to time may be
assigned by the Secretary.

          SECTION 13. TREASURER. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all monies or other valuable effects in such banks, trust companies
or other depositaries as shall, from time to time, be selected by the Board of
Directors; may endorse for collection on behalf of the Corporation checks, notes
and other obligations; may sign receipts and vouchers for payments made to the
Corporation; may sign checks of the Corporation, singly or jointly with another
person as the Board of Directors may authorize, and pay out and dispose of the
proceeds under the direction of the Board; the Treasurer shall render to the
President and to the Board of Directors, whenever requested, an account of the
financial condition of the Corporation; the Treasurer may sign, with the
President, or an Executive Vice President or a Vice President, certificates of
stock of the Corporation; and in general, shall perform all the duties incident
to the office of treasurer of a corporation, and

                                     - 12 -


such other duties as from time to time may be assigned by the Board of
Directors. Unless the Board of Directors shall otherwise determine, the
Treasurer shall be the chief financial officer of the Corporation.

          SECTION 14. ASSISTANT TREASURERS. The Assistant Treasurers in order of
their seniority shall, in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties as the Board of Directors shall prescribe or as from time to time may be
assigned by the Treasurer.

          SECTION 15. CONTROLLER. The Controller, if elected, shall be the chief
accounting officer of the Corporation and shall perform all duties incident to
the office of a controller of a corporation, and, in the absence of or
disability of the Treasurer or any Assistant Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties as the
Board of Directors shall prescribe or as from time to time may be assigned by
the President or the Treasurer.

          SECTION 16. ASSISTANT CONTROLLERS. The Assistant Controllers in order
of their seniority shall, in the absence or disability of the Controller,
perform the duties and exercise the powers of the Controller and shall perform
such other duties as the Board of Directors shall prescribe or as from time to
time may be assigned by the Controller.

          SECTION 17. SUBORDINATE OFFICERS. The Board of Directors may appoint
such subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority and perform such duties as the Board
of Directors may prescribe. The Board of Directors may, from time to time,
authorize any officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

          SECTION 1. FORM AND EXECUTION OF CERTIFICATES. The interest of each
stockholder of the Corporation shall be evidenced by a certificate or
certificates for shares of stock in such form as the Board of Directors may from
time to time prescribe. The certificates of stock of each class shall be
consecutively numbered and signed by the Chairman or Vice Chairman of the Board,
if any, the President, an Executive Vice President or a Vice President and by
the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer
of the Corporation, and may be countersigned and registered in such manner as
the Board of Directors may by resolution prescribe, and shall bear the corporate
seal or a printed or engraved facsimile thereof. Where any such certificate is
signed by a transfer agent or transfer clerk acting on behalf of the
Corporation, the signatures of any such Chairman, Vice Chairman, President,
Executive Vice President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be facsimiles, engraved or printed. In case
any officer or officers, who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates, shall
cease to be such officer or officers, whether because of death, resignation or
otherwise, before such

                                     - 13 -


certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be issued and delivered by the
Corporation as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer or officers.

          In case the corporate seal which has been affixed to, impressed on, or
reproduced in any such certificate or certificates shall cease to be the seal of
the Corporation before such certificate or certificates have been delivered by
the Corporation, such certificate or certificates may nevertheless be issued and
delivered by the Corporation as though the seal affixed thereto, impressed
thereon or reproduced therein had not ceased to be the seal of the Corporation.

          Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to law, the Certificate of Incorporation, these
By-Laws, or any agreement to which the Corporation is a party, shall have the
restriction noted conspicuously on the certificate, and shall also set forth, on
the face or back, either the full text of the restriction or a statement of the
existence of such restriction and (except if such restriction is imposed by law)
a statement that the Corporation will furnish a copy thereof to the holder of
such certificate upon written request and without charge.

          Every certificate issued when the Corporation is authorized to issue
more than one class or series of stock shall set forth on its face or back
either the full text of the preferences, voting powers, qualifications, and
special and relative rights of the shares of each class and series authorized to
be issued, or a statement of the existence of such preferences, powers,
qualifications and rights, and a statement that the Corporation will furnish a
copy thereof to the holder of such certificate upon written request and without
charge.

          SECTION 2. TRANSFER OF SHARES. The shares of the stock of the
Corporation shall be transferred on the books of the Corporation by the holder
thereof in person or by his or her attorney lawfully constituted, upon surrender
for cancellation of certificates for the same number of shares, with an
assignment and power of transfer endorsed thereon or attached thereto, duly
executed, with such proof or guaranty of the authenticity of the signature as
the Corporation or its agents may reasonably require. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person whether or not it shall have express or other notice thereof,
save as expressly provided by law or by the Certificate of Incorporation. It
shall be the duty of each stockholder to notify the Corporation of his or her
post office address.

          SECTION 3. CLOSING OF TRANSFER BOOKS. The stock transfer books of the
Corporation may, if deemed appropriate by the Board of Directors, be closed for
such length of time not exceeding fifty (50) days as the Board may determine,
preceding the date of any meeting of stockholders or the date for the payment of
any dividend or the date for the allotment of rights or the date when any
issuance, change, conversion or exchange of capital stock shall go into effect,
during which time no transfer of stock on the books of the Corporation may be
made.

                                     - 14 -


          SECTION 4. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
directors and which record date: (a) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, the Certificate of
Incorporation or otherwise, not be more than sixty (60) nor less than ten (10)
days before the date of such meeting; (b) in the case of determination of
stockholders entitled to express consent to corporate action in writing without
a meeting, shall, unless otherwise required by law, the Certificate of
Incorporation or otherwise, not be more than ten (10) days from the date upon
which the resolution fixing the record date is adopted by the Board of
Directors; and (c) in the case of any other action, shall not be more than sixty
(60) days prior to such other action. If no record date is fixed: (a) the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held; (b) the record
date for determining stockholders entitled to express consent to corporate
action in writing without a meeting when no prior action of the Board of
Directors is required by law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation in accordance with applicable law, or, if prior action by the
Board of Directors is required by law, shall be at the close of business on the
day on which the Board of Directors adopts the resolution taking such prior
action; and (c) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto provided that if the resolution
relates to the payment of a dividend or allotment of rights such payment or
allotment shall be made not more than sixty (60) days after the date of the
adoption of the resolution. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

          SECTION 5. LOST OR DESTROYED CERTIFICATES. In case of the loss or
destruction of any certificate of stock, a new certificate may be issued under
the following conditions:

          (a)  The owner of said certificate shall file with the Secretary or
               any Assistant Secretary of the Corporation an affidavit giving
               the facts in relation to the ownership, and in relation to the
               loss or destruction of said certificate, stating its number and
               the number of shares represented thereby; such affidavit shall be
               in such form and contain such statements as shall satisfy the
               President, any Executive Vice President, Vice President, the
               Secretary, any Assistant Secretary, the Treasurer or any
               Assistant Treasurer, that said certificate has been accidentally
               destroyed or lost, and that a new certificate ought to be issued
               in lieu thereof. Upon being so satisfied, any such officer may
               require such owner to furnish the

                                     - 15 -


               Corporation a bond in such penal sum and in such form as he or
               she may deem advisable, and with a surety or sureties approved by
               him or her, to indemnify and save harmless the Corporation from
               any claim, loss, damage or liability which may be occasioned by
               the issuance of a new certificate in lieu thereof. Upon such bond
               being so filed, if so required, a new certificate for the same
               number of shares shall be issued to the owner of the certificate
               so lost or destroyed; and the transfer agent and registrar, if
               any, of stock shall countersign and register such new certificate
               upon receipt of a written order signed by any such officer, and
               thereupon the Corporation will save harmless said transfer agent
               and registrar in the premises. In case of the surrender of the
               original certificate, in lieu of which a new certificate has been
               issued, or the surrender of such new certificate, for
               cancellation, the bond of indemnity given as a condition of the
               issue of such new certificate may be surrendered; or

          (b)  The Board of Directors of the Corporation may by resolution
               authorize and direct any transfer agent or registrar of stock of
               the Corporation to issue and register respectively from time to
               time without further action or approval by or on behalf of the
               Corporation new certificates of stock to replace certificates
               reported lost, stolen or destroyed upon receipt of an affidavit
               of loss and bond of indemnity in form and amount and with surety
               satisfactory to such transfer agent or registrar in each instance
               or upon such terms and conditions as the Board of Directors may
               determine.

          SECTION 6. UNCERTIFICATED SHARES. The Board of Directors of the
Corporation may by resolution provide that one or more of any or all classes or
series of the stock of the Corporation shall be uncertificated shares, subject
to the provisions of Section 158 of the Delaware General Corporation Law.

          SECTION 7. STOCK LEDGER. The Corporation shall maintain in its
principal office for the transaction of business an original or duplicate stock
ledger containing the names and addresses of all stockholders and the number of
shares of each class held by each stockholder. The stock ledger may be in
written form or any other form capable of being converted into written form
within a reasonable time for visual inspection.

          SECTION 8. CLOSE CORPORATION. There shall not be more than thirty
shareholders. The Corporation shall make no offering of any of its stock of any
class which would constitute a public offering within the meaning of the United
States Securities Act of 1933, as amended.

                                   ARTICLE IX

                             EXECUTION OF DOCUMENTS

          SECTION 1. EXECUTION OF CHECKS, NOTES, ETC. All checks and drafts on
the Corporation's bank accounts and all bills of exchange and promissory notes,
and all acceptances, obligations and other instruments for the payment of money,
shall be signed by such officer or

                                     - 16 -


officers, or agent or agents, as shall be thereunto authorized from time to time
by the Board of Directors, which may in its discretion authorize any such
signatures to be facsimile.

          SECTION 2. EXECUTION OF CONTRACTS, ASSIGNMENTS, ETC. Unless the Board
of Directors shall have otherwise provided generally or in a specific instance,
all contracts, agreements, endorsements, assignments, transfers, stock powers,
or other instruments shall be signed by the President, any Executive Vice
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer. The Board of Directors may, however, in
its discretion, require any or all such instruments to be signed by any two or
more of such officers, or may permit any or all of such instruments to be signed
by such other officer or officers, agent or agents, as it shall be thereunto
authorize from time to time.

          SECTION 3. EXECUTION OF PROXIES. The President, any Executive Vice
President or any Vice President, and the Secretary, the Treasurer, any Assistant
Secretary or any Assistant Treasurer, or any other officer designated by the
Board of Directors, may sign on behalf of the Corporation proxies to vote upon
shares of stock of other companies standing in the name of the Corporation.

                                    ARTICLE X

                               INSPECTION OF BOOKS

          The Board of Directors shall determine from time to time whether, and
if allowed, to what extent and at what time and places and under what conditions
and regulations, the accounts and books of the Corporation (except such as may
by law be specifically open to inspection) or any of them, shall be open to the
inspection of the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the Corporation, except as conferred
by the laws of the State of Delaware, unless and until authorized so to do by
resolution of the Board of Directors or of the stockholders of the Corporation.

                                   ARTICLE XI

                                   FISCAL YEAR

          The fiscal year of the Corporation shall end on May 31st unless
otherwise fixed by resolution of the Board of Directors, and may be changed by
resolution of the Board of Directors if they deem it desirable.

                                   ARTICLE XII

                                   AMENDMENTS

          These By-Laws may be altered, amended, changed or repealed and new
By-Laws adopted at a meeting of the stockholders called for that purpose by a
vote of not less than fifty one percent (51%) of the stockholders present or
represented and voting on such matters. The call for the meeting, or waiver
thereof, shall state the proposed alteration or amendment in

                                     - 17 -


general terms. Any by-law, whether made, altered, amended, changed or repealed
by the stockholders may be repealed, amended, changed, further amended, changed,
repealed or reinstated, as the case may be, as herein provided.

                                  ARTICLE XIII

                                 INDEMNIFICATION

          INDEMNIFICATION

          SECTION 1. Indemnification of Officers, Directors and Others.

          (a)  ACTIONS BY THIRD PARTIES. The Corporation shall indemnify and
               hold harmless, to the fullest extent permitted by applicable law
               as it presently exists or may hereafter be amended, any person
               who was or is a party or is threatened to be made a party to, or
               is otherwise involved in, any threatened, pending or completed
               action, suit or proceeding, whether civil, criminal,
               administrative or investigative (other than an action by or in
               the right of the Corporation) by reason of the fact that he or
               she is or was a director, officer, employee or agent of the
               Corporation, or is or was serving at the request of the
               Corporation as a director, officer, partner, member, trustee,
               employee or agent of another corporation, partnership, joint
               venture, limited liability company, trust or other enterprise or
               non-profit entity against all liability, losses, expenses
               (including attorneys' fees), judgments, fines, and amounts paid
               in settlement actually and reasonably incurred by him or her in
               connection with such action, suit or proceeding if such person
               acted in good faith and in a manner he or she reasonably believed
               to be in or not opposed to the best interest of the Corporation,
               and, with respect to any criminal action or proceeding, had no
               reasonable cause to believe his or her conduct was unlawful. The
               termination of any action, suit or proceeding against any such
               person by judgment, order, settlement, conviction, or upon a plea
               of NOLO CONTENDERE or its equivalent, shall not, of itself,
               create a presumption that he or she did not act in good faith and
               in a manner which he or she reasonably believed to be in or not
               opposed to the best interest of the Corporation, and, with
               respect to any criminal action or proceeding, had reasonable
               cause to believe that his or her conduct was unlawful.

          (b)  ACTIONS BY THE CORPORATION. The Corporation shall indemnify any
               person who was or is a party or is threatened to be made a party
               to any threatened, pending or completed action or suit by or in
               the right of the Corporation to procure a judgment in its favor
               by reason of the fact that he or she is or was a director,
               officer, employee or agent of the Corporation, or is or was
               serving at the request of the Corporation as a director, officer,
               partner, member, trustee, employee or agent of another
               corporation, partnership, joint venture, limited liability
               company, trust or other enterprise or non-profit entity against
               expenses (including attorneys' fees) actually and reasonably
               incurred by him or her in connection with the

                                     - 18 -


               defense or settlement of such action or suit if such person acted
               in good faith and in a manner he or she reasonably believed to be
               in or not opposed to the best interests of the Corporation;
               except that no indemnification shall be made in respect of any
               claim, issue or matter as to which such a person shall have been
               adjudged to be liable for negligence or misconduct in the
               performance of his or her duty to the Corporation unless and only
               to the extent that the Court of Chancery of the State of Delaware
               or the court in which such action or suit was brought shall
               determine upon application that despite the adjudication of
               liability but in view of all the circumstances of the case, such
               person is fairly and reasonably entitled to indemnity for such
               expenses which the Court of Chancery of the State of Delaware or
               such other court shall deem proper.

          (c)  INDEMNIFICATION FOR EXPENSES. To the extent that any present or
               former director or officer of this Corporation has been
               successful on the merits or otherwise in defense of any action,
               suit or proceeding referred to in subsections (a) or (b) of this
               Section 1, or in defense of any claim, issue or matter therein,
               he or she shall be indemnified against expenses (including
               attorneys' fees) actually and reasonably incurred by him or her
               in connection with such defense.

          (d)  LIMITATION ON INDEMNIFICATION. No indemnification provided
               hereunder shall cover liabilities or expenses in connection with
               any matter which shall be disposed of through a compromise
               payment by such Director, officer, employee or agent, pursuant to
               the consent decree or otherwise, unless such compromise shall
               first be approved as in the best interests of the Corporation (a)
               by a vote of Directors in which no interested Director
               participates, or (b) by a vote or the written approval of the
               holders of a majority of the outstanding stock at the time having
               the right to vote for Directors, not counting as outstanding any
               stock owned by any interested Director, officer, employee or
               agent of the Corporation and may include payment by the
               Corporation of expenses incurred in defending a civil or criminal
               action or proceeding in advance of the final disposition of such
               action or proceeding; upon receipt of an agreement by the person
               indemnified, to repay such payment if he shall be finally
               adjudicated to be not entitled to such indemnification.

          SECTION 2. AUTHORIZATION. Any indemnification under subsection (a) or
(b) of Section 1 of this Article XIII (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, partner,
member, trustee, employee or agent is proper in the circumstances because such
person has met the applicable standard of conduct set forth in subsection (a) or
(b), as the case may be. Such determination shall be made, with respect to a
person who is a director or officer of the Corporation at the time of such
determination: (i) by a majority vote of the directors who were not parties to
such action, suit or proceeding, even though less than a quorum, or (ii) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (iii) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (iv)
by the stockholders.

                                     - 19 -


          SECTION 3. EXPENSE ADVANCE. Expenses (including attorneys' fees)
incurred by a present or former officer or director of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding, as authorized in one of the manners provided in
Section 2 of this Article XIII, upon receipt of an undertaking by or on behalf
of such person to repay such amount if it shall ultimately be determined that he
or she is not entitled to be indemnified by the Corporation as authorized in
this Article XIII. Such expenses (including attorneys' fees) incurred by other
employees or agents of the Corporation may be so paid upon such terms and
conditions, if any, as the Corporation deems appropriate.

          SECTION 4. NONEXCLUSIVITY. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other Sections of this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any statute,
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in an official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, partner, member, trustee, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

          SECTION 5. INSURANCE. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, member, trustee, employee or agent
of another corporation, partnership, joint venture, limited liability company,
trust or other enterprise or non-profit entity against any liability asserted
against and incurred by him or her in any such capacity, or arising out of his
or her status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this
Article or Section 145 of the Delaware General Corporation Law.

         SECTION 6. "THE CORPORATION". For the purposes of this Article,
references to "the Corporation" shall include the resulting corporation and, to
the extent that the Board of Directors of the resulting corporation so decides,
all constituent corporations (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers and employees or agents so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation as director, officer,
partner, member, trustee, employee or agent of another corporation, partnership,
joint venture, limited liability company, trust or other enterprise or
non-profit entity shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation if its separate
existence had continued.

          SECTION 7. OTHER INDEMNIFICATION. The Corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
trustee, partner, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or non-profit entity shall
be reduced by any amount such person may collect as indemnification from such

                                      - 20 -


other corporation, partnership, joint venture, trust or other enterprise or
non-profit entity or from insurance.

          SECTION 8. OTHER DEFINITIONS. For purposes of this Article, references
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request of the
Corporation" shall include any service as a director, trustee, officer, employee
or agent of the Corporation which imposes duties on, or involves services by,
such director, trustee, officer, employee, or agent with respect to an employee
benefit plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Article.

          SECTION 9. CONTINUATION OF INDEMNIFICATION. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, trustee, partner, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators of
such a person.

          SECTION 10. AMENDMENT OR REPEAL. Neither the amendment nor repeal of
this Article nor the adoption of any provision of these By-Laws inconsistent
with this Article shall reduce, eliminate or adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the effectiveness of such amendment, repeal or adoption.

                                   ARTICLE XIV

                                  MISCELLANEOUS

          SECTION 1. ANNUAL STATEMENTS. The Board of Directors shall prepare or
cause to be prepared full and correct statements of the affairs of the
Corporation for each fiscal year, including a balance sheet and a financial
statement of operations for that fiscal year, and shall present such statements
at the next annual meeting of the stockholders held in the next fiscal year.

          SECTION 2. CHECKS, ETC. All checks, drafts, orders for the payment of
money, notes and other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers or other employee or
employees as may from time to time be designated by the Board of Directors.

          SECTION 3. LICENSES AND PERMITS. All applications for permits,
licenses, registrations, qualifications, and other rights directed to any
department of agency of the government of the United States or of any state,
district, or municipality thereby may be signed by the President or by such
other officers as the Board of Directors may from time to time designate.

                                     - 21 -

EX-3.11

                                                                    Exhibit 3.11

                                    DELAWARE
                                                                          PAGE 1

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "ECKERD CORPORATION" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE THIRTY-FIRST DAY OF OCTOBER, A.D.
1996, AT 12 O'CLOCK P.M.

     CERTIFICATE OF MERGER, CHANGING ITS NAME FROM "OMEGA ACQUISITION
CORPORATION" TO "ECKERD CORPORATION", FILED THE TWENTY-SEVENTH DAY OF FEBRUARY,
A.D. 1997, AT 2:35 O'CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SEVENTH DAY OF FEBRUARY, A.D.
1997, AT 2:40 O'CLOCK P.M.

     CERTIFICATE OF MERGER, FILED THE SEVENTEENTH DAY OF DECEMBER, A.D. 1998, AT
11:30 O'CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 1998.

     CERTIFICATE OF OWNERSHIP, FILED THE TWENTIETH DAY OF DECEMBER, A.D. 1999,
AT 2:30 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State
2679011 8100H             [SEAL]       AUTHENTICATION:  3256327

040546835
                                                 DATE: 07-27-04



                                                                          PAGE 2

THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE THIRTY-FIRST DAY OF DECEMBER, A.D.
1999.

     CERTIFICATE OF OWNERSHIP, FILED THE TWENTY-SEVENTH DAY OF JANUARY, A.D.
2000, AT 2:30 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF OWNERSHIP IS THE TWENTY-NINTH DAY OF JANUARY, A.D. 2000.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.

2679011 8100H                          AUTHENTICATION:  3256327

040546835
                                                  DATE: 07-27-04



    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 10/31/1996
   960317476 - 2679011

                          CERTIFICATE OF INCORPORATION
                                       OF
                          OMEGA ACQUISITION CORPORATION

          FIRST. The name of the Corporation is Omega Acquisition Corporation.

          SECOND. The address of its registered office in the State of Delaware
is 1209 Orange Street, City of Wilmington, County of New Castle, State of
Delaware. The name of the registered agent of the corporation at such address is
the Corporation Trust Company.

          THIRD. The nature of the business to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

          FOURTH. The total number of shares of stock which the Corporation
shall have authority to issue is One Thousand (1,000) shares of common stock;
each such share shall have a par value of $.01.

          FIFTH. The name and mailing address of each incorporator is as
follows:



          NAME                               ADDRESS
          ----                               -------
                                  
     Cory A. Wolfe                   c/o Weil, Gotshal & Manges
                                     767 Fifth Avenue
                                     New York, New York 10153


          SIXTH. The Corporation is to have perpetual existence.

          SEVENTH. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter or
repeal the By-Laws of the Corporation.

          EIGHTH. Meetings of stockholders may be held within or without the
state of Delaware as the By-Laws may provide. The books of the Corporation may
be kept (subject to any provisions contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-Laws of the Corporation. Elections of
Directors need not be by written ballot unless the By-Laws of the Corporation
shall so provide.



          NINTH. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereinafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

          TENTH. To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.

          ELEVENTH The Corporation shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to, or testifies in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative in nature, by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permitted by law, and the Corporation may adopt By-laws or enter
into agreements with any such person for the purpose of providing for such
indemnification.

          IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Incorporation on this 3lst day of October, 1996.

                                                     /s/ Cory A. Wolfe
                                                     -----------------
                                                     Cory A. Wolfe
                                                     Sole Incorporator

                                        2


                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 02:35 PM 02/27/1997
                                                          971065711 - 2679011


                              CERTIFICATE OF MERGER
                                     MERGING
                               ECKERD CORPORATION
                                      INTO
                          OMEGA ACQUISITION CORPORATION
                            UNDER SECTION 251 OF THE
                             GENERAL CORPORATION LAW
                            OF THE STATE OF DELAWARE

          Pursuant to Section 251(c) of the General Corporation Law of the State
of Delaware, Omega Acquisition Corporation, a Delaware corporation ("Omega"), a
wholly owned subsidiary of J. C. Penney Company, Inc., a Delaware corporation
("JCPenney"), hereby certifies the following information relating to the merger
of Eckerd Corporation, a Delaware corporation ("Eckerd"), with and into Omega
(the "Merger").

          1. The names and states of incorporation of Omega and Eckerd, which
are the constituent corporations in the Merger (the "Constituent Corporations"),
are:



             NAME                            STATE
             ----                            -----
                                         
     Omega Acquisition Corporation          Delaware
     Eckerd Corporation                     Delaware


          2. The Amended and Restated Agreement and Plan of Merger, dated as of
November 2, 1996, as amended as of February 25, 1997 (the "Merger Agreement"),
among JCPenney, Omega and Eckerd, setting forth the terms and conditions of the
Merger, has been approved, adopted, certified, executed and acknowledged by each
of the Constituent Corporations in accordance with the provisions of Section 251
of the General Corporation Law of the State of Delaware.

          3. The corporation surviving the Merger shall be Omega (the "Surviving
Corporation") and shall be known as "Eckerd Corporation."

          4. The Certificate of Incorporation of Omega shall be the Certificate
of Incorporation of the Surviving Corporation except that the text of Article
First thereof shall be amended to read as follows:

          "FIRST. The name of the Corporation is Eckerd Corporation."



          5. The executed Merger Agreement is on file at the principal place of
business of the Surviving Corporation at 6501 Legacy Drive, Plano, Texas 75024.

          6. A copy of the Merger Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of either of the
Constituent Corporations.

          IN WITNESS WHEREOF, Omega has caused this Certificate of Merger to be
executed on the 25th day of February, 1997.

                                                OMEGA ACQUISITION CORPORATION

                                                By:  /s/ D. A. McKay
                                                     ---------------------------
                                                     Name:  D. A. McKay
                                                     Title: President

                                        2


                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 02:40 PM 02/27/1997
                                                          971065878 - 2679011

                                 FIRST AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                               ECKERD CORPORATION

     This First Amendment to Certificate of Incorporation of Eckerd Corporation,
a Delaware corporation (the "Corporation"), has been duly adopted, approved and
prepared for filing in the State of Delaware in accordance with the provisions
of Section 242 of the Delaware General Corporation Law.

     FIRST: The original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on October 31, 1996.

     SECOND: Article ELEVENTH of said Certificate of Incorporation is hereby
amended as follows:

          1. Article ELEVENTH of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

     ELEVENTH. 1. The Corporation shall indemnify its directors and officers to
the fullest extent authorized or permitted by law, as now or hereafter in
effect, and such right to indemnification shall continue as to a person who has
ceased to be a director or officer of the Corporation and shall inure to the
benefit of his or her heirs, executors and personal and legal representatives.
The right to indemnification conferred in this Article ELEVENTH shall include
the right to be paid by this Corporation the expenses incurred in defending or
otherwise participating in any proceeding in advance of its final disposition.



2.   The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation who are not directors or
officers similar to those conferred in this Article ELEVENTH to directors and
officers of the Corporation.

3.   The rights to indemnification and to the advancement of expenses conferred
in this Article ELEVENTH shall not be exclusive of any other right which any
person may have or hereafter acquire under this Certificate of Incorporation,
the Bylaws, any statute, agreement, vote of stockholders or disinterested
directors, or otherwise.

4.   Any repeal or modification of this Article ELEVENTH by the stockholders of
the Corporation shall not adversely affect any rights to indemnification and
advancement of expenses of a director or officer of the Corporation existing at
the time of such repeal or modification with respect to any acts or omissions
occurring prior to such repeal or modification.

     IN WITNESS WHEREOF, the undersigned has executed this amendment as of the
25th day of February, 1997.


                                                By:/s/ D. A. McKay
                                                   -----------------------------
                                                   Name:  D. A. McKay
                                                   Title: President



    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:30 AM 12/17/1998
   981488173 - 2679011

                              CERTIFICATE OF MERGER
                                     MERGING
                               FAY'S INCORPORATED
                                      INTO
                               ECKERD CORPORATION
                        (UNDER SECTION 252 OF THE GENERAL
                    CORPORATION LAW OF THE STATE OF DELAWARE)

     ECKERD CORPORATION hereby certifies that:

     (1)  The name and state of incorporation of each of the constituent
corporations are:

          (a)  Fay's Incorporated, a New York corporation; and
          (b)  Eckerd Corporation, a Delaware corporation.

     (2)  An Agreement and Plan of Merger has been approved, adopted, certified,
executed and acknowledged by Fay's Incorporated and by Eckerd Corporation in
accordance with the provisions of subsection(c) of Section 252 of the General
Corporation Law of the State of Delaware.

     (3)  The name of the surviving corporation is Eckerd Corporation. The
merger shall be effective at 11:59 p.m. Eastern Time on December 31, 1998.

     (4)  The certificate of incorporation of Eckerd Corporation shall be the
certificate of incorporation of the surviving corporation.

     (5)  The surviving corporation is a Delaware corporation.

     (6)  The executed Agreement and Plan of Merger is on file at the principal
place of business of Eckerd Corporation at 8333 Bryan Dairy Road, Largo, Florida
33777.

     (7)  A copy of the Agreement and Plan of Merger will be furnished by Eckerd
Corporation, on request and without cost, to any stockholder of Fay's
Incorporated or Eckerd Corporation.

     (8)  The authorized capital stock of Fay's Incorporated is 1,000 shares of
Common Stock, $1.00 par value.

     IN WITNESS WHEREOF, Eckerd Corporation has caused this certificate to be
signed by Francis A. Newman, its President, and attested by Robert E. Lewis, its
Secretary, on the 15th day of December, 1998.

                                        ECKERD CORPORATION

                                        By:/s/ Francis A. Newman
                                           --------------------------
                                           Name: Francis A. Newman
                                           Its: President

ATTEST:

BY:/s/  Robert E. Lewis
   -----------------------
   Name: Robert E. Lewis
   Its: Secretary



    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:30 PM 12/20/1999
   991549675 - 2679011

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                            ECKERD HOLDINGS II, INC.
                                      INTO
                               ECKERD CORPORATION
                        (UNDER SECTION 253 OF THE GENERAL
                    CORPORATION LAW OF THE STATE OF DELAWARE)

     ECKERD CORPORATION, a Delaware corporation (the "Corporation"), hereby
certifies that:

     (1)  The Corporation is incorporated pursuant to the General Corporation
Law of the State of Delaware.

     (2)  The Corporation owns all of the outstanding shares of each class of
the capital stock of Eckerd Holdings II, Inc., a Delaware corporation.

     (3)  The Corporation, by the following resolutions of its Board of
Directors, duly adopted on December 1, 1999, determined to merge into itself
Eckerd Holdings II, Inc. on the conditions set forth in such resolutions.

          RESOLVED: That Eckerd Corporation merge into itself its subsidiary,
     Eckerd Holdings II, Inc., and assume all of said subsidiary's liabilities
     and obligations effective as of 11:59 p.m. Eastern Time on December 31,
     1999; and

          FURTHER RESOLVED: That the President and the Secretary of Eckerd
     Corporation be and they hereby are directed to make, execute and
     acknowledge a certificate of ownership and merger setting forth a copy of
     the resolution to merge said Eckerd Holdings II, Inc. into Eckerd
     Corporation and to assume said subsidiary's liabilities and obligations and
     the date of adoption thereof and to file the same in the office of the
     Secretary of State of Delaware and a certified copy thereof in the Office
     of the Recorder of Deeds of New Castle County.

     IN WITNESS WHEREOF, Eckerd Corporation has caused this certificate to be
signed by Francis A. Newman, its President, and Robert E. Lewis, its Secretary,
this 10th day of December, 1999.

                                        ECKERD CORPORATION

                                        By:/s/ Francis A. Newman
                                           ---------------------------------
                                           Francis A. Newman, President

ATTEST:

BY:/s/ Robert E. Lewis
   ---------------------------------
   Robert E. Lewis, Secretary



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 02:30 PM 01/27/2000
                                                          001043894 - 2679011

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                             ECKERD'S WESTBANK, INC.
                                      INTO
                               ECKERD CORPORATION
                        (UNDER SECTION 253 OF THE GENERAL
                    CORPORATION LAW OF THE STATE OF DELAWARE)

     ECKERD CORPORATION, a Delaware corporation (the "Corporation"), hereby
certifies that:

     (1)  The Corporation is incorporated pursuant to the General Corporation
Law of the State of Delaware.

     (2)  The Corporation owns all of the outstanding shares of each class of
the capital stock of Eckerd's Westbank, Inc., a Louisiana corporation.

     (3)  The Corporation, by the following resolutions of its Board of
Directors, duly adopted on January 26, 2000, determined to merge into itself
Eckerd's Westbank, Inc. on the conditions set forth in such resolutions.

          RESOLVED: That Eckerd Corporation merge into itself its subsidiary,
     Eckerd's Westbank, Inc., and assume all of said subsidiary's liabilities
     and obligations effective as of 11:59 p.m. Eastern Time on January 29,
     2000; and

          FURTHER RESOLVED: That the President and the Secretary of Eckerd
     Corporation be and they hereby are directed to make, execute and
     acknowledge a certificate of ownership and merger setting forth a copy of
     the resolution to merge said Eckerd's Westbank, Inc. into Eckerd
     Corporation and to assume said subsidiary's liabilities and obligations and
     the date of adoption thereof and to file the same in the office of the
     Secretary of State of Louisiana, the Secretary of State of Delaware and a
     certified copy thereof in the Office of the Recorder of Deeds of New Castle
     County.

     IN WITNESS WHEREOF, Eckerd Corporation has caused this certificate to be
signed by Francis A. Newman, its President, and Robert E. Lewis, its Secretary,
this 26 day of January, 2000.

                                        ECKERD CORPORATION

                                        By:/s/ Francis A. Newman
                                           ---------------------------------
                                           Francis A. Newman, President

ATTEST:

BY:/s/ Robert E. Lewis
   ---------------------------------
   Robert E. Lewis, Secretary

EX-3.12

                                                                    Exhibit 3.12

                                     BY-LAWS

                                       OF

                          OMEGA ACQUISITION CORPORATION

                            (a Delaware corporation)

                                    ARTICLE I

                                  STOCKHOLDERS

          SECTION 1.   ANNUAL MEETINGS. The annual meeting of stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year at such date and time,
within or without the State of Delaware, as the Board of Directors shall
determine.

          SECTION 2.   SPECIAL MEETINGS. Special meetings of stockholders for
the transaction of such business as may properly come before the meeting may be
called by order of the Board of Directors or by stockholders holding together at
least a majority of all the shares of the Corporation entitled to vote at the
meeting, and shall be held at such date and time, within or without the State of
Delaware, as may be specified by such order. Whenever the directors shall fail
to fix such place, the meeting shall be held at the principal executive office
of the Corporation.

          SECTION 3.   NOTICE OF MEETINGS. Written notice of all meetings of the
stockholders shall be mailed or delivered to each stockholder not less than 10
nor more than 60 days prior to the meeting. Notice of any special meeting shall
state in general terms the purpose or purposes for which the meeting is to be
held.

          SECTION 4.   STOCKHOLDER LISTS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,



for any purpose germane to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

          The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.

          SECTION 5.   QUORUM. Except as otherwise provided by law or the
Corporation's Certificate of Incorporation, a quorum for the transaction of
business at any meeting of stockholders shall consist of the holders of record
of a majority of the issued and outstanding shares of the capital stock of the
Corporation entitled to vote at the meeting, present in person or by proxy. At
all meetings of the stockholders at which a quorum is present, all matters,
except as otherwise provided by law or the Certificate of Incorporation, shall
be decided by the vote of the holders of a majority of the shares entitled to
vote thereat present in person or by proxy. If there be no such quorum, the
holders of a majority of such shares so present or represented may adjourn the
meeting from time to time, without further notice, until a quorum shall have
been obtained. When a quorum is once present it is not broken by the subsequent
withdrawal of any stockholder.

          SECTION 6.   ORGANIZATION. Meetings of stockholders shall be presided
over by the Chairman, if any, or if none or in the Chairman's absence the
Vice-Chairman, if any, or if none or in the Vice-Chairman's absence the
President, if any, or if none or in the President's absence a Vice-President,
or, if none of the foregoing is present, by a chairman to be chosen by the
stockholders entitled to vote who are present in person or by proxy at the
meeting. The Secretary of the Corporation, or in the Secretary's absence an
Assistant Secretary, shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present, the presiding officer of the
meeting shall appoint any person present to act as secretary of the meeting.

                                        2


          SECTION 7.   VOTING; PROXIES; REQUIRED VOTE. (a) At each meeting of
stockholders, every stockholder shall be entitled to vote in person or by proxy
appointed by instrument in writing, subscribed by such stockholder or by such
stockholder's duly authorized attorney-in-fact, and, unless the Certificate of
Incorporation provides otherwise, shall have one vote for each share of stock
entitled to vote registered in the name of such stockholder on the books of the
Corporation on the applicable record date fixed pursuant to these By-laws. At
all elections of directors the voting may but need not be by ballot and a
plurality of the votes cast there shall elect. Except as otherwise required by
law or the Certificate of Incorporation, any other action shall be authorized by
a majority of the votes cast.

          (b)  Any action required or permitted to be taken at any meeting of
stockholders may, except as otherwise required by law or the Certificate of
Incorporation, be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by a majority of the holders of record of the issued and outstanding
capital stock of the Corporation, and the writing or writings are filed with the
permanent records of the Corporation. Prompt notice of the taking of corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

          SECTION 8.   INSPECTORS. The Board of Directors, in advance of any
meeting, may, but need not, appoint one or more inspectors of election to act at
the meeting or any adjournment thereof. If an inspector or inspectors are not so
appointed, the person presiding at the meeting may, but need not, appoint one or
more inspectors. In case any person who may be appointed as an inspector fails
to appear or act, the vacancy may be filled by appointment made by the directors
in advance of the meeting or at the meeting by the person presiding thereat.
Each inspector, if any, before entering upon the discharge of his or her duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors, if any, shall determine the number of shares of stock
outstanding and the voting power of each, the shares of stock represented at the
meeting, the existence of a quorum, and the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the

                                        3


right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the person presiding at the meeting,
the inspector or inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by such inspector or inspectors and
execute a certificate of any fact found by such inspector or inspectors.

                                   ARTICLE II

                               BOARD OF DIRECTORS

          SECTION 1.   GENERAL POWERS. The business, property and affairs of the
Corporation shall be managed by, or under the direction of, the Board of
Directors.

          SECTION 2.   QUALIFICATION; NUMBER; TERM; REMUNERATION. (a) Each
director shall be at least 18 years of age. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware. The number of directors constituting the entire Board shall be two (2)
, or such greater number as may be fixed from time to time by action of the
stockholders or Board of Directors, one of whom may be selected by the Board of
Directors to be its Chairman. The use of the phrase "entire Board" herein refers
to the total number of directors which the Corporation would have if there were
no vacancies.

          (b)  Directors who are elected at an annual meeting of stockholders,
and directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
and until their successors are elected and qualified or until their earlier
resignation or removal.

          (c)  Directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                        4


          SECTION 3.   QUORUM AND MANNER OF VOTING. Except as otherwise provided
by law, the presence of a majority of the directors of the Board shall
constitute a quorum. A majority of the directors present, whether or not a
quorum is present, may adjourn a meeting from time to time to another time and
place without notice. The vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.

          SECTION 4.   PLACES OF MEETINGS. Meetings of the Board of Directors
may be held at any place within or without the State of Delaware, as may from
time to time be fixed by resolution of the Board of Directors, or as may be
specified in the notice of meeting.

          SECTION 5.   ANNUAL MEETING. Following the annual meeting of
stockholders, the newly elected Board of Directors shall meet for the purpose of
the election of officers and the transaction of such other business as may
properly come before the meeting. Such meeting may be held without notice
immediately after the annual meeting of stockholders at the same place at which
such stockholders' meeting is held.

          SECTION 6.   REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such times and places as the Board of Directors shall
from time to time by resolution determine. Notice need not be given of regular
meetings of the Board of Directors held at times and places fixed by resolution
of the Board of Directors.

          SECTION 7.   SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, President
or Vice-President or by a majority of the directors then in office.

          SECTION 8.   NOTICE OF MEETINGS. A notice of the place, date and time
and the purpose or purposes of each meeting of the Board of Directors shall be
given to each director by mailing the same at least two days before the meeting,
or by telegraphing or telephoning the same or by delivering the same personally
not later than the day before the day of the meeting.

          SECTION 9.   ORGANIZATION. At all meetings of the Board of Directors,
the Chairman, if any, or if none or in the Chairman's absence or inability to
act the President, or

                                        5


in the President's absence or inability to act any Vice-President who is a
member of the Board of Directors, or in such Vice-President's absence or
inability to act a chairman chosen by the directors, shall preside. The
Secretary of the Corporation shall act as secretary at all meetings of the Board
of Directors when present, and, in the Secretary's absence, the presiding
officer may appoint any person to act as secretary.

          SECTION 10.  RESIGNATION: REMOVAL. Any director may resign at any time
upon written notice to the Corporation and such resignation shall take effect
upon receipt thereof by the President or Secretary, unless otherwise specified
in the resignation. Any or all of the directors may be removed, with or without
cause, at any time, by the holders of a majority of the shares of stock
outstanding and entitled to vote for the election of directors.

          SECTION 11.  VACANCIES. Unless otherwise provided in these By-laws,
vacancies on the Board of Directors, whether caused by resignation, death,
disqualification, removal, an increase in the authorized number of directors or
otherwise, may be filled by the affirmative vote of a majority of the remaining
directors, although less than a quorum, or by a sole remaining director, or at a
special meeting of the stockholders, by the holders of shares entitled to vote
for the election of directors.

          SECTION 12.  ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all the directors consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors.

                                   ARTICLE III

                                   COMMITTEES

          SECTION 1.   APPOINTMENT. From time to time the Board of Directors by
a resolution adopted by the Board may appoint any committee or committees for
any purpose or purposes, to the extent lawful, which shall have powers as shall
be determined and specified by the Board of Directors in the resolution of
appointment.

                                        6


          SECTION 2.   PROCEDURES. QUORUM AND MANNER OF ACTING. Each committee
shall fix its own rules of procedure, and shall meet where and as provided by
such rules or by resolution of the Board of Directors. Except as otherwise
provided by law, the presence of a majority of the then appointed members of a
committee shall constitute a quorum for the transaction of business by that
committee, and in every case where a quorum is present the affirmative vote of a
majority of the members of the committee present shall be the act of the
committee. Each committee shall keep minutes of its proceedings, and actions
taken by a committee shall be reported to the Board of Directors.

          SECTION 3.   ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at any meeting of any committee of the Board of Directors
may be taken without a meeting if all the members of the committee consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the committee.

          SECTION 4.   TERM; TERMINATION. In the event any person shall cease to
be a director of the Corporation, such person shall simultaneously therewith
cease to be a member of any committee appointed by the Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

          SECTION 1.   ELECTION AND QUALIFICATIONS. The Board of Directors shall
elect the officers of the Corporation, which shall include a President and a
Secretary, and may include, by election or appointment, one or more
Vice-Presidents (any one or more of whom may be given an additional designation
of rank or function), a Treasurer and such assistant secretaries, such Assistant
Treasurers and such other officers as the Board may from time to time deem
proper. Each officer shall have such powers and duties as may be prescribed by
these By-laws and as may be assigned by the Board of Directors or the President.
Any two or more offices may be held by the same person except the offices of
President and Secretary.

          SECTION 2.   TERM OF OFFICE AND REMUNERATION. The term of office of
all officers shall be one year and until their respective successors have been
elected and qualified, but any officer may be removed from office, either with
or

                                        7


without cause, at any time by the Board of Directors. Any vacancy in any office
arising from any cause may be filled for the unexpired portion of the term by
the Board of Directors. The remuneration of all officers of the Corporation may
be fixed by the Board of Directors or in such manner as the Board of Directors
shall provide.

          SECTION 3.   RESIGNATION; REMOVAL. Any officer may resign at any time
upon written notice to the Corporation and such resignation shall take effect
upon receipt thereof by the President or Secretary, unless otherwise specified
in the resignation. Any officer shall be subject to removal, with or without
cause, at any time by vote of all of the directors of the Board.

          SECTION 4.   CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors, if there be one, shall preside at all meetings of the Board of
Directors and shall have such other powers and duties as may from time to time
be assigned by the Board of Directors.

          SECTION 5.   PRESIDENT AND CHIEF EXECUTIVE OFFICER. The President
shall be the chief executive officer of the Corporation, and shall have such
duties as customarily pertain to that office. The President shall have general
management and supervision of the property, business and affairs of the
Corporation and over its other officers; may appoint and remove assistant
officers and other agents and employees, other than officers referred to in
Section 1 of this Article IV; and may execute and deliver in the name of the
Corporation powers of attorney, contracts, bonds and other obligations and
instruments.

          SECTION 6.   VICE-PRESIDENT. A Vice-President may execute and deliver
in the name of the Corporation contracts and other obligations and instruments
pertaining to the regular course of the duties of said office, and shall have
such other authority as from time to time may be assigned by the Board of
Directors or the President.

          SECTION 7.   TREASURER. The Treasurer shall in general have all duties
incident to the position of Treasurer and such other duties as may be assigned
by the Board of Directors or the President.

          SECTION 8.   SECRETARY. The Secretary shall in general have all the
duties incident to the office of

                                        8


Secretary and such other duties as may be assigned by the Board of Directors or
the President.

          SECTION 9.   ASSISTANT OFFICERS. Any assistant officer shall have such
powers and duties of the officer such assistant officer assists as such officer
or the Board of Directors shall from time to time prescribe.

                                    ARTICLE V

                                BOOKS AND RECORDS

          SECTION 1.   LOCATION. The books and records of the Corporation may be
kept at such place or places within or outside the State of Delaware as the
Board of Directors or the respective officers in charge thereof may from time to
time determine. The record books containing the names and addresses of all
stockholders, the number and class of shares of stock held by each and the dates
when they respectively became the owners of record thereof shall be kept by the
Secretary as prescribed in the By-laws and by such officer or agent as shall be
designated by the Board of Directors.

          SECTION 2.   ADDRESSES OF STOCKHOLDERS. Notices of meetings and all
other corporate notices may be delivered personally or mailed to each
stockholder at the stockholder's address as it appears on the records of the
Corporation.

          SECTION 3.   FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
(a) In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors and which record date shall not be more than 60 nor less
than 10 days before the date of such meeting. If no record date is fixed by the
Board of Directors, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of

                                        9


stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

          (b)  In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the Corporation
by delivery to its registered office in this State, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
this chapter, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.

          (c)  In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

                                       10


                                   ARTICLE VI

                         CERTIFICATES REPRESENTING STOCK

          SECTION 1.   CERTIFICATES; SIGNATURES. The shares of the Corporation
shall be represented by certificates, provided that the Board of Directors of
the Corporation may provide by resolution or resolutions that some or all of any
or all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate, signed by or in the name of the Corporation by
the Chairman or Vice-Chairman of the Board of Directors, or the President or
Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, representing the number of shares
registered in certificate form. Any and all signatures on any such certificate
may be facsimiles. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
The name of the holder of record of the shares represented thereby, with the
number of such shares and the date of issue, shall be entered on the books of
the Corporation.

          SECTION 2.   TRANSFERS OF STOCK. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
shares of capital stock shall be transferable on the books of the Corporation
only by the holder of record thereof in person, or by duly authorized attorney,
upon surrender and cancellation of certificates for a like number of shares,
properly endorsed, and the payment of all taxes due thereon.

          SECTION 3.   FRACTIONAL SHARES. The Corporation may, but shall not be
required to, issue certificates for fractions of a share where necessary to
effect authorized transactions, or the Corporation may pay in cash the fair
value of fractions of a share as of the time when those

                                       11


entitled to receive such fractions are determined, or it may issue scrip in
registered or bearer form over the manual or facsimile signature of an officer
of the Corporation or of its agent, exchangeable as therein provided for full
shares, but such scrip shall not entitle the holder to any rights of a
stockholder except as therein provided.

          The Board of Directors shall have power and authority to make
 all such rules and regulations as it may deem expedient concerning the issue,
 transfer and registration of certificates representing shares of the
 Corporation.

          SECTION 4.   LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation
may issue a new certificate of stock in place of any certificate, theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the Board of
Directors may require the owner of any lost, stolen or destroyed certificate, or
his legal representative, to give the Corporation a bond sufficient to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate.

                                   ARTICLE VII

                                    DIVIDENDS

          Subject always to the provisions of law and the Certificate of
Incorporation, the Board of Directors shall have full power to determine whether
any, and, if any, what part of any, funds legally available for the payment of
dividends shall be declared as dividends and paid to stockholders; the division
of the whole or any part of such funds of the Corporation shall rest wholly
within the lawful discretion of the Board of Directors, and it shall not be
required at any time, against such discretion, to divide or pay any part of such
funds among or to the stockholders as dividends or otherwise; and before payment
of any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, thinks proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the Board of Directors
shall think conducive to the interest of the Corporation, and the Board of

                                       12


Directors may modify or abolish any such reserve in the manner in which it was
created.

                                  ARTICLE VIII

                                  RATIFICATION

          Any transaction, questioned in any law suit on the ground of lack of
authority, defective or irregular execution, adverse interest of director,
officer or stockholder, non-disclosure, miscomputation, or the application of
improper principles or practices of accounting, may be ratified before or after
judgment, by the Board of Directors or by the stockholders, and if so ratified
shall have the same force and effect as if the questioned transaction had been
originally duly authorized. Such ratification shall be binding upon the
Corporation and its stockholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.

                                   ARTICLE IX

                                 CORPORATE SEAL

          The corporate seal shall have inscribed thereon the name of the
Corporation and the year of its incorporation, and shall be in such form and
contain such other words and/or figures as the Board of Directors shall
determine. The corporate seal may be used by printing, engraving, lithographing,
stamping or otherwise making, placing or affixing, or causing to be printed,
engraved, lithographed, stamped or otherwise made, placed or affixed, upon any
paper or document, by any process whatsoever, an impression, facsimile or other
reproduction of said corporate seal.

                                    ARTICLE X

                                   FISCAL YEAR

          The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors. Unless otherwise fixed by the
Board of Directors, the fiscal year of the Corporation shall be the calendar
year.

                                       13


                                   ARTICLE XI

                                WAIVER OF NOTICE

          Whenever notice is required to be given by these By-laws or by the
Certificate of Incorporation or by law, a written waiver thereof, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.

                                   ARTICLE XII

                     BANK ACCOUNTS, DRAFTS, CONTRACTS, ETC.

          SECTION 1.   BANK ACCOUNTS AND DRAFTS. In addition to such bank
accounts as may be authorized by the Board of Directors, the primary financial
officer or any person designated by said primary financial officer, whether or
not an employee of the Corporation, may authorize such bank accounts to be
opened or maintained in the name and on behalf of the Corporation as he may deem
necessary or appropriate, payments from such bank accounts to be made upon and
according to the check of the Corporation in accordance with the written
instructions of said primary financial officer, or other person so designated by
the Treasurer.

          SECTION 2.   CONTRACTS. The Board of Directors may authorize any
person or persons, in the name and on behalf of the Corporation, to enter into
or execute and deliver any and all deeds, bonds, mortgages, contracts and other
obligations or instruments, and such authority may be general or confined to
specific instances.

          SECTION 3.   PROXIES; POWERS OF ATTORNEY; OTHER INSTRUMENTS. The
Chairman, the President or any other person designated by either of them shall
have the power and authority to execute and deliver proxies, powers of attorney
and other instruments on behalf of the Corporation in connection with the rights
and powers incident to the ownership of stock by the Corporation. The Chairman,
the President or any other person authorized by proxy or power of attorney
executed and delivered by either of them on behalf of the Corporation may attend
and vote at any meeting of stockholders of any company in which the Corporation
may hold stock, and may exercise on behalf of the Corporation any and all of the
rights and powers incident to the ownership of

                                       14


such stock at any such meeting, or otherwise as specified in the proxy or power
of attorney so authorizing any such person. The Board of Directors, from time to
time, may confer like powers upon any other person.

          SECTION 4.   FINANCIAL REPORTS. The Board of Directors may appoint the
primary financial officer or other fiscal officer and/or the Secretary or any
other officer to cause to be prepared and furnished to stockholders entitled
thereto any special financial notice and/or financial statement, as the case may
be, which may be required by any provision of law.

                                  ARTICLE XIII

                                   AMENDMENTS

          The Board of Directors shall have power to adopt, amend or repeal
By-laws. By-laws adopted by the Board of Directors may be repealed or changed,
and new By-laws made, by the stockholders, and the stockholders may prescribe
that any By-law made by them shall not be altered, amended or repealed by the
Board of Directors.

                                       15


                                   ARTICLE XIV

                                 INDEMNIFICATION

          Section 1.   POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER
THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION. Subject to Section 3 of this
Article XIV, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he or she is or was a director or officer of the Corporation, or is or
was a director or officer of the Corporation serving at the request of the
Corporation as a director or officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.



          Section 2.   POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR
IN THE RIGHT OF THE CORPORATION. Subject to Section 3 of this Article XIV, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director or officer of the Corporation, or is or
was a director or officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection with the defense or settlement of such action or suit
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

          Section 3.   AUTHORIZATION OF INDEMNIFICATION. Any indemnification
under this Article XIV (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Section 1 or Section 2 of this Article XIV, as the case may be. Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such a



quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
(iii) by the stockholders. To the extent, however, that a director or officer of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith, without the necessity of authorization in the specific case.

          Section 4.   GOOD FAITH DEFINED. For purposes of any determination
under Section 3 of this Article XIV, a person shall be deemed to have acted in
good faith and in a manner he or she reasonable believed to be in or not opposed
to the best interests of the Corporation, or, with respect to any criminal
action or proceeding, to have had no reasonable cause to believe his or her
conduct was unlawful, if his or her action is based on the records or books of
account of the Corporation or another enterprise, or on information supplied to
him or her by the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the
Corporation or another enterprise. The term "another enterprise" as used in this
Section 4 shall mean any other corporation or any partnership, joint venture,
trust, employee benefit plan or other enterprise of which such person is or was
serving at the request of the Corporation as a director, officer, employee or
agent. The provisions of this Section 4 shall not be deemed to be exclusive or
to limit in any way the circumstances in which a person may be deemed to have
met the applicable standard of conduct set forth in Sections 1 or 2 of this
Article XIV, as the case may be.



          Section 5.   INDEMNIFICATION BY A COURT. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article XIV, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible under Sections
1 and 2 of this Article XIV. The basis of such indemnification by a court shall
be a determination by such court that indemnification of the director or officer
is proper in the circumstances because he or she met the applicable standards of
conduct set forth in Sections 1 or 2 of this Article XIV, as the case may be.
Neither a contrary determination in the specific case under Section 3 of this
Article XIV nor the absence of any determination thereunder shall be a defense
to such application or create a presumption that the director or officer seeking
indemnification has not met any applicable standard of conduct. Notice of any
application for indemnification pursuant to this Section 5 shall be given to the
Corporation promptly upon the filing of such application. If successful, in
whole or in part, the director or officer seeking indemnification shall also be
entitled to be paid the expense of prosecuting such application.

          Section 6.   EXPENSES PAYABLE IN ADVANCE. Expenses incurred by a
director or officer in defending or investigating a threatened or pending
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this Article XIV.

          Section 7.   NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF
EXPENSES. The indemnification and advancement of expenses provided by or granted
pursuant to this Article XIV shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under



any Bylaw, agreement, contract, vote of stockholders or disinterested directors
or pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, it being the policy
of the Corporation that indemnification of the persons specified in Sections 1
and 2 of this Article XIV shall be made to the fullest extent permitted by law.
The provisions of this Article XIV shall not be deemed to preclude the
indemnification of any person who is not specified in Sections 1 or 2 of this
Article XIV but whom the Corporation has the power or obligation to indemnify
under the provisions of the General Corporation Law of the State of Delaware, or
otherwise.

          Section 8.   INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power or the obligation to
indemnify him or her against such liability under the provisions of this Article
XIV.

          Section 9.   CERTAIN DEFINITIONS. For purposes of this Article XIV,
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust,



employee benefit plan or other enterprise, shall stand in the same position
under the provisions of this Article XIV with respect to the resulting or
surviving corporation as he or she would have with respect to such constituent
corporation if its separate existence had continued. For purposes of this
Article XIV, references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Article XIV.

          Section 10.  SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article XIV shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

          Section 11.  LIMITATION ON INDEMNIFICATION. Notwithstanding anything
contained in this Article XIV to the contrary, except for proceedings to enforce
rights to indemnification (which shall be governed by Section 5 hereof), the
Corporation shall not be obligated to indemnify any director or officer in
connection with a proceeding (or part thereof) initiated by such person unless
such proceeding (or part thereof) was authorized or consented to by the Board of
Directors of the Corporation.



          Section 12.  INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation
may, to the extent authorized from time to time by the Board of Directors,
provide rights to and to the advancement of expenses to employees and agents of
the Corporation similar to those conferred in this Article XIV to directors and
officers of the Corporation.

EX-3.13

                                                                    Exhibit 3.13

                             [STATE OF FLORIDA LOGO]

                               DEPARTMENT OF STATE

I certify the attached is a true and correct copy of the Articles of
Incorporation of ECKERD FLEET, INC., a corporation organized under the laws of
the State of Florida, filed on September 7, 1979, as shown by the records of
this office.

The document number of this corporation is 635523.


                                                Given under my hand and the
                                            Great Seal of the State of Florida
                                           at Tallahassee, the Capitol, this the
                                              Twenty-sixth day of July, 2004

[SEAL]                                              /s/ Glenda G. Hood
                                                        Glenda G. Hood
CR2EO22 (2-03)                                        Secretary of State



                                                                    FILED
                                                             SEP 7 1:42 PM 1979
                                                             SECRETARY OF STATE
                                                            TALLAHASSEE, FLORIDA

                          CERTIFICATE OF INCORPORATION
                                       OF
                               ECKERD FLEET, INC.

          In order to form a corporation under and in accordance with the
provisions of the laws of the State of Florida for the Formation of Corporations
for Profit, we, the undersigned, hereby associate ourselves into a corporation
for the purposes and with the powers hereinafter mentioned; and to that end, we
do, by this Certificate of Incorporation, set forth:

                                       I.

          The name of the proposed corporation shall be:

                               ECKERD FLEET, INC.
                                                                          635523

                                       II.

          The duration of the Corporation shall be perpetual.

                                      III.

          The general nature of the business to be transacted by this
Corporation shall be as follows:

          1.   To acquire, hold, purchase, exchange, sell, convey, lease,
               mortgage, pledge, improve, alter, manage, develop and otherwise
               deal and trade in real and personal property of every kind and
               description.

          2.   To acquire, hold, purchase, exchange, sell, convey, lease,
               mortgage, erect, construct, alter, manage, improve and operate
               buildings and structures of all kinds and descriptions; and to
               operate, manage, lease, control and conduct any and all business
               incident thereto and in connection therewith.

               To exercise and have any and all powers, rights and privileges
               granted to and conferred upon



               corporations by and under the General Corporation Laws of the
               State of Florida.

                                       IV.

          The total number of shares of stock which may be issued by the
Corporation shall be one thousand (1,000) shares. Said shares of stock shall be
$1.00 par value common stock.

                                       V.

          The Corporation's initial registered office shall be located at 2120
U.S. Highway 19 South, Clearwater, Pinellas County, Florida, but the Corporation
may maintain offices and transact business in such other places within or
without the State of Florida as may be from time to time designated by the Board
of Directors. The Corporation's registered agent at the above address is
Jackie E. Post.

                                                /s/ Jackie E. Post
                                                --------------------------------
                                                Jackie E. Post, Registered Agent

                                       VI.

          The number of Directors constituting the initial Board of Directors
shall be three (3), the exact number to be determined by the Bylaws or by
special vote of the stockholders. The names and addresses of the initial
Directors are as follows:

          Stewart Turley        2120 U.S. Highway 19 South
                                Clearwater, Florida 33518
          Thomas E. Nave        2120 U.S. Highway 19 South
                                Clearwater, Florida 33518
          J. Floyd Glisson      2120 U.S. Highway 19 South
                                Clearwater, Florida 33518

                                      VII.

          The names and addresses of the incorporators of this Corporation are:

          James M. Sento        2120 U.S. Highway 19 South
                                Clearwater, Florida 33518
          Austin F. Reed        2120 U.S. Highway 19 South
                                Clearwater, Florida 33518
          Cheryl L. Tauscher    2120 U.S. Highway 19 South
                                Clearwater, Florida 33518



          IN WITNESS WHEREOF, we have made, subscribed and acknowledged this
Certificate of Incorporation.

                                                     /s/ James M. Santo
                                                   -----------------------------
                                                     /s/ Austin F. Reed
                                                   -----------------------------
                                                     /s/ Cheryl L. Tauscher
                                                   -----------------------------

STATE OF FLORIDA   )
COUNTY OF PINELLAS )

          I HEREBY CERTIFY that on this day personally appeared before me, an
officer duly authorized to administer oaths and take acknowledgments, James M.
Santo, Austin F. Reed and Cheryl L. Tauscher, to me well known and known to me
to be the individuals who executed the foregoing Certificate of Incorporation,
and they acknowledged before me that they executed the same freely and
voluntarily for the purpose therein expressed.

          WITNESS my hand and official seal at Clearwater, Pinellas County,
Florida, this 20th day of August, A.D. 1979.

                                                       /s/ [ILLEGIBLE]
                                                      -----------------------
                                                      Notary Public

My commission expires:

                                     NOTARY PUBLIC STATE OF FLORIDA AT LARGE
                                      MY COMMISSION EXPIRES FEB. [ILLEGIBLE]
                                       BONDED THRU GENERAL INS. [ILLEGIBLE]

EX-3.14

                                                                    Exhibit 3.14

                                     BY-LAWS

                                       OF

                               ECKERD FLEET, INC.


                         I - LOCATION AND CORPORATE SEAL

          1.   The location of the principal office of the corporation shall be
2120 U.S. Highway 19 South, Clearwater, Florida.

          2.   The corporation may, in addition to said principal office,
establish and maintain an office or offices at such places in any states and in
any parts of the world as shall, from time to time, be designated by the
directors.

          3.   The corporate seal of the corporation shall have inscribed
thereon the name of the corporation, "Eckerd Fleet, Inc.        ," the year of
its creation, "1979," and the words "Corporate Seal Florida."

                                 II - DIRECTORS

          1.   The business of the corporation shall be managed by a board of
three directors. Any two, directors shall constitute a quorum for the
transaction of any and all business of the board of directors.

          2.   The directors shall hold office for one year and until others are
elected and qualified in their stead.

          3.   The number of directors may at any time be increased or
decreased, subject to the laws of the State of Florida and the charter, by the
board of directors. In case of any increase, the board of directors shall have
the power to elect such additional directors to hold office until the next
meeting of the stockholders and until their successors are elected or chosen and
qualified. Any decrease in the number of directors shall not become effective
until the time for the next election of directors.

          4.   If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal, or otherwise, the remaining directors
may elect a successor who shall hold office for the unexpired term, and until
his successor is elected or chosen and qualified.



          5.   Meetings of the board of directors may be held at the principal
office of the corporation or at any such other places in any states and in any
parts of the world as shall, from time to time, be designated by the directors.
In the absence of a designation by the directors, the principal office of the
corporation shall be the place of meeting of the directors. Meetings of the
board of directors may be called at any time by the president of the corporation
or by any two directors. Three days' notice of all meetings of the board of
directors shall, unless waived, be given to each director.

          6.   The first meeting of directors of the corporation shall be held
at such time as any two directors may designate. Thereafter, regular board
meetings shall be held at such times as the directors may designate. At the
first meeting of every newly elected board of directors, they shall appoint the
necessary officers of the corporation.

          7.   In addition to the powers and authorities by these bylaws
expressly conferred upon them, the board of directors may exercise all such
powers and do all such acts and things as may be exercised or done by the
corporation, but subject, nevertheless, to the State laws, to the charter, and
to the express provisions of these by laws.

          8.   In addition to and not in limitation of the powers conferred by
the last preceding paragraph, by the State laws, by the charter, and by the
other provisions of these bylaws, the board of directors shall have the
following powers:

               (a)  To purchase or otherwise acquire for the corporation, and to
          sell or otherwise dispose of, any property, rights or privileges
          which the corporation is authorized to acquire or dispose of, at such
          prices and on such terms and conditions, and for such consideration as
          to them seem proper;

               (b)  To pay for any property, rights or privileges acquired by
          the corporation, and to dispose of the same, either wholly or
          partially, in or for money, other property, or stock, bonds,
          debentures or other securities of the corporation;

               (c)  To appoint and remove or suspend such officers, managers or
          other agents, permanently or temporarily, when and as to them may from
          time to time seem proper; to fix from time to time the authority of
          the

                                       -2-


          officers, managers and other agents; to fix from time to time their
          salaries or emoluments and to grant to them such options for the
          stock, bonds, or other securities of the corporation as to them seem
          proper; and to require from time to time security for the performance
          of their duties;

               (d)  To appoint any person or persons to accept and hold in trust
          for the corporation any property belonging to the corporation, or in
          which it is interested, and to perform all such duties and any other
          things as may be requisite in relation to any such trust;

               (e)  To designate, by resolution passed by a majority of the
          whole board, one or more committees, each to consist of two or more
          directors, which committees, to the extent provided by such
          resolution, shall have and may exercise any or all of the powers of
          the board of directors in the management of the business and affairs
          of the corporation, including the power to authorize the seal of the
          corporation to be affixed to all papers which may require it; and,

               (f)  To direct, by resolution passed by a majority of the whole
          board, the payment of a fixed sum plus expenses to directors for
          attendance at any or all meetings of the board of directors or of
          committees of the board of directors.

                               III - STOCKHOLDERS

          1.   All meetings of the stockholders shall be held at the office of
the corporation at 2120 U.S. Highway 19 South, Clearwater, Florida, or at such
other places in any states or in any parts of the world as shall be fixed, from
time to time, by the board of directors. The place at which such meetings shall
be held shall be stated in the notice of the meeting. A change in the place of
meeting shall not be made within sixty days next before the day on which an
election of directors is to be held, and a notice of any such change shall be
given to each stockholder twenty days before the election is to be held.

          2.   An annual meeting of the stockholders of the corporation for the
election of directors to succeed those

                                       -3-


whose terms expire and for the transaction of such other business as may
properly come before the meeting shall be held on the 1st day of December, in
each year, if not a legal holiday, and if a legal holiday, then on the next
succeeding business day not a legal holiday at 10:30 o'clock in the forenoon. If
the annual meeting of the stockholders be not held as herein prescribed, the
election of directors may be held at any meeting thereafter called pursuant to
these bylaws.

          3.   Special meetings of the stockholders, for any purpose or
purposes, prescribed in the notice of the meeting, unless otherwise prescribed
by State laws, may be called by the president or by any two directors of the
corporation.

          4.   Notice of the time and place of all meetings of stockholders
shall be given, subject to the provisions of paragraph 1 of this article, at
least five days and not more than fifty days prior to the meeting to each
stockholder of record of the corporation entitled to vote at such meeting.

          5.   A quorum at any meeting of stockholders shall consist of
stockholders representing, either in person or by proxy, a majority of the
outstanding stock of the corporation entitled to vote at such meeting, except as
otherwise specially provided by the State laws or the charter. If a quorum be
not present at a properly called stockholders' meeting, the meeting may be
adjourned by those present. If a notice of such adjourned meeting is sent to all
stockholders entitled to vote thereat, containing a statement that under the
provisions of this paragraph it is proposed to hold the adjourned meeting with a
quorum of those present at such meeting, a statement of the time and place of
holding such adjourned meeting, and a statement of the purpose of such meeting,
then at such adjourned meeting any number of stockholders entitled to vote
thereat, represented in person or by proxy, except as may be otherwise required
by the State laws or the charter, shall constitute a quorum, and the votes of a
majority in interest of those present at such meeting shall be sufficient to
transact business.

          6.   At any meeting of stockholders every stockholder having the right
to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder bearing a date not more
than six-months prior to said meeting, unless said instrument provides for a
longer period. Subject to the provisions of paragraph 3 of Article V, each
stockholder shall have one vote for each share of stock having voting power,
registered in his name on the books of the corporation.

                                       -4-


          7.   A complete list of the stockholders entitled to vote at the
ensuing meeting, arranged in alphabetical order, and containing the record
address of each stockholder and the number of voting shares held by each
stockholder, shall be prepared and filed in the office where the meeting is to
be held, at least ten days before every meeting, and shall during the usual
hours for business and during the whole time of said meeting be open for the
examination of any stock holder.

          8.   At all meetings of stockholders the voting may be by a voice
vote, but any qualified voter may demand a stock vote whereupon such stock vote
shall be taken by ballot, each of which shall state the name of the stockholder
voting and the number of shares voted by him, and if such ballot be cast by
proxy, it shall also state the name of such proxy.

          9.   Two inspectors of election shall be appointed by the board of
directors before or at each meeting of the stockholders of the corporation at
which an election of directors shall take place. If no such appointment shall
have been made, or if the inspectors appointed by the board of directors refuse
to act or fail to attend, then the appointment shall be made by the presiding
officer at the meeting. The inspectors shall receive and take in charge all
proxies and ballots, and shall decide all questions touching upon the
qualification of voters, the validity of proxies, and the acceptance and
rejection of votes. In case of a tie vote by the inspectors on any question, the
presiding officer shall decide.

                                  IV - OFFICERS

          1.   The officers of the corporation shall consist of a president, a
secretary and treasurer, and such other subordinate officers as may from time
to time be appointed by the board of directors. All officers shall be elected
for one year by the directors at their first meeting after incorporation and,
thereafter, at the first meeting of the board of directors after the annual
meeting of stockholders. All officers not properly removed by the board of
directors shall hold office until their successors are elected arid qualified.
Any number of offices, other than that of president and secretary, may be held
by the same person.

          2.   The president shall be the chief executive officer of the
corporation. He shall have general supervision of the affairs of the
corporation. He shall, when present,

                                       -5-


preside at all meetings of the stockholders and directors. He shall sign or
countersign all stock certificates, contracts and other instruments of the
corporation as authorized by the board of directors. He shall have general
supervision and direction of all the other officers of the corporation. He shall
from time to time report to the directors and stockholders on the operations and
affairs of the corporation. He shall be ex officio a member of all standing
committees. He shall perform all other duties as are incident to his office or
are properly required of him by the board of directors.

          3.   The vice presidents, in the order of their seniority, shall, in
the absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties as the board of
directors shall prescribe.

          4.   The secretary and treasurer shall issue all authorized notices
for all meetings. He shall keep minutes of all meetings, shall have charge of
the seal and the corporate books, and shall make such reports and perform such
other duties as are incident to his office or are properly required of him by
the president or board of directors.

               The secretary and treasurer shall have the custody of all monies
and securities of the corporation and shall keep regular books of account. He
shall make such disbursement of the funds of the corporation as are proper and
shall render to the president or board of directors, from time to time as may be
required of him, an account of all such transactions and of the financial
condition of the corporation. He shall perform such other duties as are incident
to his office or are properly required of him by the president or board of
directors.

          5.   The board of directors may from time to time delegate the powers
or duties of any officer to any other officers or agents whom it may select in
the case of absence or inability to act of any officer and of any person herein
authorized to act in his place.

          6.   Any officer of the corporation may be removed at any time, with
or without cause, by the board of directors.

                                       -6-


          7.   Vacancies in any office arising from any cause may be filled at
any time by the board of directors.

                                    V - STOCK

          1.   Certificates of stock shall be issued in numerical order, and
each stockholder shall be entitled to a certificate signed by, or in the name of
the corporation by, the president and the secretary and treasurer, certifying to
the number of shares owned by him. Where, however, such certificate is signed by
a transfer agent, or an assistant transfer agent, or by a transfer clerk acting
on behalf of the corporation, and a registrar, the signature of any of these
officers may be facsimile.

          2.   Transfers of stock shall be made only upon the transfer books of
the corporation kept at an office of the corporation or by transfer agents
designated to transfer stock. Before a new certificate is issued, the old
certificate shall be surrendered for cancellation.

          3.   The Board of Directors shall have power to close the stock
transfer books of the corporation for a period not exceeding fifty days
preceding the date of any meeting of stockholders or the date for payment of any
dividend or the date for the allotment of rights or the date when any change or
conversion or exchange of capital stock shall go into effect or for a period of
not exceeding fifty days in connection with obtaining the consent of
stockholders for any purpose; provided, however, that in lieu of closing the
stock transfer books as aforesaid, the board of directors may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change of conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversation or
exchange of capital stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid.

                                       -7-


          4.   In the case of loss or destruction of any certificate of stock,
another may be issued in its place upon proof of such loss or destruction.

          5.   The board of directors shall have power to make all such rules
and regulations as to it seems proper concerning the issue, transfer, conversion
and registration of certificates of the shares of stock of the corporation, not
prohibited by State laws, the charter, or the express provisions of these
bylaws.

                           VI - DIVIDENDS AND FINANCE

          1.   Dividends may be declared from time to time by the board of
directors as authorized by the State laws and the charter.

          2.   The board of directors may set apart out of any funds of the
corporation available for dividends a reserve or reserves for any proper
purposes and may at any time alter or abolish any such reserve.

          3.   The monies of the corporation shall be deposited in the name of
the corporation in such bank or banks or trust company or trust companies as the
board of directors shall designate.

          4.   Monies may be withdrawn from any banks or trust companies by
check signed by the secretary and treasurer and countersigned by the president,
or signed singly by such officer as the board of directors may designate.

          5.   The fiscal year of the corporation shall begin on the Sunday
closest to August 1 and shall terminate on the Saturday closest to August 1.

                             VII - BOOKS AND RECORDS

          1.   The books and records of the corporation may, to the extent not
prohibited by the State laws, be maintained at such places in any states and in
any parts of the world as shall from time to time be designated by the board of
directors.

          2.   The board of directors may determine whether and to what extent,
and at what times and places, and under what conditions and regulations the
books and accounts of the corporation, or any of them other than the stock
ledger, shall be open to the inspection of stockholders.

                                       -8-


                                 VIII - NOTICES

          1.   Whenever the State laws, the charter or these bylaws require
notice to be given to any director, officer, agent or stockholder, that shall
not be construed to mean personal notice. Such notice may in every instance be
effectively given by dispatching a prepaid telegram to such director, officer,
agent or stockholder at his or her address as the same appears on the books of
the corporation or by depositing a writing in a post office or letter box, in a
postpaid, sealed wrapper addressed to such director, officer, agent or
stockholder at his or her address as the same appears on the books of the
corporation. The time when such notice shall be dispatched shall be determined
to be the time of the giving of the notice.

          2.   A waiver of any notice in writing, signed by a director, officer,
agent or stockholder, whether before or after the time stated in said waiver for
holding a meeting or receiving other notice, shall be deemed equivalent to the
notice required to be given to such director, officer, agent or stockholder.

                                 IX - AMENDMENTS

          1.   These bylaws may be amended or repealed by the board of directors
at any meeting or by the stockholders at any meeting.

                                     * * * *

                                       -9-

EX-3.15

                                                                    Exhibit 3.15

[SEAL]

                             STATE OF NORTH CAROLINA
                      DEPARTMENT OF THE SECRETARY OF STATE


                TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:

  I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do
      hereby certify the following and hereto attached to be a true copy of


                             ARTICLES OF RESTATEMENT

                                       OF

                              EDC DRUG STORES, INC.

        the original of which was filed in this office on the 10th day of
                                 February, 1995.

               IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
               official seal at the City of Raleigh, this 23rd day of July, 2004

[SEAL]

                                    /s/ Elaine F. Marshall
                                      Secretary of State



                                                                     FILED
                                                                    9:00 AM
                                                                  FEB 10 1995
                                                              EFFECTIVE_________
                                                               RUFUS L EDMISTEN
                                                              SECRETARY OF STATE
                                                                NORTH CAROLINA

                             ARTICLES OF RESTATEMENT
                                       OF
                             KERR DRUG STORES, INC.

Pursuant to Section 55-10-07 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following for the purpose of
restating its Articles of Incorporation.

     1.   The name of the corporation is Kerr Drug Stores, Inc.

     2.   The text of the Restated Articles of Incorporation is attached.

     3.   These Restated Articles of Incorporation contain an amendment
          requiring shareholder approval, and shareholder approval was obtained
          as required by Chapter 55 of the North Carolina General Statutes.

     4.   These Articles will be effective upon filing.

This the 10 day of February, 1995.


                                                  KERR DRUG STORES, INC.


                                                  By: /s/ R. W. Hannan
                                                     ---------------------------
                                                     R. W. Hannan, President



                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                             KERR DRUG STORES, INC.

     The undersigned corporation hereby executes these Amended and Restated
Articles of Incorporation for the purpose of amending and integrating into one
document its original Articles of Incorporation and all past and current
amendments thereto:

     1.   The name of the corporation shall be Kerr Drug Stores, Inc.

     2.   The authorized capital of the corporation shall be One Thousand
Dollars ($1,000.00) and the aggregate number of shares which the corporation
shall have authority to issue is One Thousand (1,000) shares of common stock
with a par value of One Dollar ($1.00) per share.

     3.   The street address, mailing address and county of the registered
office of the corporation in North Carolina are 225 Hillsborough Street,
Raleigh, Wake County, North Carolina 27603; and the name of the initial
registered agent at such address is C T Corporation System.

     4.   Shareholders of the corporation shall have no preemptive rights.

     5.   Shareholders of the corporation shall not be entitled to cumulate
their votes for directors.

     6.   A director of the corporation shall not be personally liable for
monetary damages for breach of any duty as a director except and only to the
extent applicable law restricts the effectiveness of this provision. Any repeal
or modification of this article shall be prospective only and shall not diminish
the rights or expand the personal liability of a director of the corporation
with respect to any act or omission occurring prior to the time of such repeal
or modification.

     This the 10 day of February, 1995.

                                                  KERR DRUG STORES, INC.


                                                  By: /s/ R. W. Hannan
                                                     ---------------------------
                                                     R. W. Hannan, President

                                   Page 1 of 1


[SEAL]

                             STATE OF NORTH CAROLINA
                      DEPARTMENT OF THE SECRETARY OF STATE


                TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:

  I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do
      hereby certify the following and hereto attached to be a true copy of


                              ARTICLES OF AMENDMENT

                                       OF

                              EDC DRUG STORES, INC.

  the original of which was filed in this office on the 12th day of June, 1997.


               IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
               official seal at the City of Raleigh, this 23rd day of July, 2004

[SEAL]

                                    /s/ Elaine F. Marshall
                                      Secretary of State



                                                                     FILED
                                                                    3:42 PM
                                                                  JUN 12 1997
                                                              EFFECTIVE_________
                                                               ELAINE F MARSHALL
                                                              SECRETARY OF STATE
                                                                NORTH CAROLINA

                              ARTICLES OF AMENDMENT

                                       OF

                             KERR DRUG STORES, INC.

          The undersigned corporation hereby submits these Articles of Amendment
for the purpose of amending its Articles of Incorporation.

          1.   The name of the corporation is Kerr Drug Stores, Inc.

          2.   Article 1 of the Articles of Incorporation of the corporation is
hereby amended as follows:

               1.   The name of the corporation shall be EDC Drug Stores, Inc.

          3.   Shareholder approval of the foregoing Amendment was obtained on
the 10th day of June, 1997 as required by the North Carolina Business
Corporation Act.


This 11th day of June, 1997

                                                  Kerr Drug Stores, Inc.


                                                  By: /s/ R. W. Hannan
                                                     -----------------
                                                  Name:  R. W. Hannan
                                                  Title: Vice Chairman



[SEAL]

                             STATE OF NORTH CAROLINA
                      DEPARTMENT OF THE SECRETARY OF STATE


                TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:

  I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do
      hereby certify the following and hereto attached to be a true copy of


                               ARTICLES OF MERGER

                                       OF

                              EDC DRUG STORES, INC.

        the original of which was filed in this office on the 28th day of
                                 December, 1999.


               IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
               official seal at the City of Raleigh, this 23rd day of July, 2004

[SEAL]

                                    /s/ Elaine F. Marshall
                                      Secretary of State



                                                               CORP ID # 0080028
                                                                     FILED
                                                                    10:00 AM
                                                                  DEC 28 1999
                                                                    11:59 PM
                                                              Effective 12-31-99
                                                               ELAINE F MARSHALL
                                                              SECRETARY OF STATE
                                                                NORTH CAROLINA

                             STATE OF NORTH CAROLINA
                      DEPARTMENT OF THE SECRETARY OF STATE

                               ARTICLES OF MERGER
                    FOREIGN AND DOMESTIC BUSINESS CORPORATION

Pursuant to Sections 55-11-04 and 55-11-05 of the General Statutes of North
Carolina, the [ILLEGIBLE] does hereby submit the following Articles of Merger as
the surviving corporation in a merger between a domestic business corporation
and one or more foreign business corporations.

1.   The name of the surviving corporation is EDC DRUG STORES, INC. a
     corporation organized under the laws of THE STATE OF NORTH CAROLINA; the
     name of the merged corporation is EDC ACQUISITION CORPORATION; a
     corporation organized under the laws of THE STATE OF DELAWARE.

2.   Attached is a copy of the Plan of Merger that was duly approved in the
     manner prescribed by law by each of the corporations participating in the
     merger.

3.   With respect to the surviving corporation (CHECK EITHER A OR B, AS
     APPLICABLE):
     a. /X/ Shareholder approval was not required for the merger.
     b. / / Shareholder approval was required for the merger and the plan of
            merger was approved by the shareholders as required by Chapter 55 of
            the North Carolina General Statutes.

4.   With respect to the merged corporation (CHECK EITHER A OR B, AS
     APPLICABLE):
     a. /X/ Shareholder approval was not required for the merger.
     b. / / Shareholder approval was required for the merger, and the plan of
            merger was approved by the shareholders as required by Chapter 55 of
            the North Carolina General Statutes.

5.   The merger is permitted by the law of the state or country of incorporation
     or organization of each foreign entity which is a party.

6.   Each foreign entity which is a party has complied or shall comply with the
     applicable laws of its state or country of incorporation or organization.

7.   These articles will be effective upon filing, unless a delayed date and/or
     time is specified: 11:59 P.M. DECEMBER 31, 1999

This is the 17th day of December, 1999.

                                                  EDC DRUG STORES, INC.


                                                  /s/ Jeffrey J. Vawrinek
                                                  -----------------------
                                                  Jeffrey J. Vawrinek
                                                  Assistant Secretary

Notes:
1.   Filing fee is $50. This document and one exact or conformed copy of these
     articles must be filed with the Secretary of State.
2.   Certificate(s) of Merger must be registered pursuant to the requirements of
     N.C. G.S. Section 47-18.1

October 1998                                                           Form B-12
CORPORATIONS DIVISION           P. 0. BOX 29622           RALEIGH, NC 27626-0525



                                    EXHIBIT 1

                                 PLAN OF MERGER

     AGREEMENT OF MERGER made this 31st day of December 1999, between EDC Drug
Stores, Inc., a North Carolina corporation and EDC Acquisition Corporation, a
Delaware corporation.

     WHEREAS, EDC Drug Stores, Inc. has an authorized capital stock consisting
of 1,000 shares of common stock, par value $1.00 per share, of which 10 shares
have been duly issued and are now outstanding; and

     WHEREAS, EDC Acquisition Corporation has an authorized capital stock
consisting of 1,000 shares of common stock, par value $1.00 per share, of which
10 shares have been duly issued and are now outstanding; and

     WHEREAS, the Board of Directors of EDC Drug Stores, Inc., and EDC
Acquisition Corporation, respectively, deem it advisable and in the best
interests of the corporations and their respective shareholders that EDC
Acquisition Corporation merge with and into EDC Drug Stores, Inc., under and
pursuant to the provisions of the General Corporation Law of the State of
Delaware and of the Business Corporation Act of the State of North Carolina.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained and of the mutual benefits hereby provided, it is agreed by and
between the parties hereto as follows:

     1.   CONSTITUENTS. The names of the constituent corporations are EDC Drug
Stores, Inc., a North Carolina corporation ("EDC Drug Stores") and EDC
Acquisition Corporation, a Delaware corporation ("EDC Acquisition"). EDC
Acquisition was formed under the name "Kerr Acquisition Corporation", and EDC
Drug Stores was formed under the name "Kerr Drug Stores, Inc." EDC Drug Stores
shall be the corporation surviving the merger.

     2.   CAPITAL STOCK. EDC Drug Stores has 10 shares of voting common stock
outstanding. EDC Acquisition has 10 shares of voting common stock outstanding.

     3.   MERGER. Upon the terms set forth herein, EDC Acquisition shall be
merged with and into EDC Drug Stores (the "Merger").

     4.   EFFECTIVE TIME. The Merger shall be effective at 11:59 p.m. Eastern
Time on December 31, 1999, the time of such effectiveness being hereinafter
called the Effective Time.



     5.   SURVIVING CORPORATION. EDC Drug Stores shall survive the Merger and
shall continue to be governed by the laws of the State of North Carolina, but
the separate corporate existence of EDC Acquisition shall cease forthwith at the
Effective Time.

     6.   AUTHORIZED CAPITAL. The authorized capital stock of EDC Drug Stores
following the Effective Time shall be 1,000 shares of Common Stock, par value
$.01 per share, unless and until the same shall be changed in accordance with
the laws of the State of Delaware.

     7.   CERTIFICATE OF INCORPORATION. The Certificate of Incorporation of EDC
Drug Stores shall be the Certificate of Incorporation of EDC Drug Stores
following the Effective Time.

     8.   BYLAWS. The Bylaws of EDC Drug Stores as they exist at the Effective
Time shall be the Bylaws of EDC Drug Stores following the Effective Time.

     9.   BOARD OF DIRECTORS AND OFFICERS. The members of the Board of Directors
and the officers of EDC Drug Stores immediately after the Effective Time shall
be those persons who were the members of the Board of Directors and the
officers, respectively, of EDC Drug Stores immediately prior to the Effective
Time, and such persons shall serve in such offices, respectively, for the terms
provided by law or in the Bylaws, or until their respective successors are
elected and qualified.

     10.  CONVERSION OF OUTSTANDING STOCK. At the Effective Time, each of the
issued and outstanding shares of common stock of EDC Acquisition shall be
cancelled and each of the issued and outstanding shares of Common Stock of EDC
Drug Stores shall remain outstanding.

     11.  RIGHTS AND LIABILITIES OF SURVIVING CORPORATION. At and after the
Effective Time of the merger, EDC Drug Stores shall succeed to and possess,
without further act or deed, all of the estate, rights, privileges, powers, and
franchises, both public and private, and all of the property, real, personal,
and mixed, of each of the parties hereto; all debts due to EDC Acquisition shall
be vested in EDC Drug Stores; all claims, demands, property, rights, privileges,
powers and franchises and every other interest of either of the parties hereto
shall be as effectively the property of EDC Drug Stores as they were of the
respective parties hereto; the title to any real estate vested by deed or
otherwise in EDC Acquisition shall not revert or be in any way impaired by
reason of the merger, but shall be vested in EDC Drug Stores; all rights of
creditors and all liens upon any property of either of the parties hereto shall
be preserved unimpaired, and all debts, liabilities, and duties of the
respective parties hereto shall thenceforth attach to EDC Drug Stores and may be
enforced against it to the same extent as if such debts, liabilities, and duties
had been incurred or contracted by it.

                                        2


     12.  SERVICE OF PROCESS ON SURVIVING CORPORATION. EDC Drug Stores agrees
that it may be served with process in the State of Delaware in any proceeding
for enforcement of any obligation of EDC Acquisition as well as for the
enforcement of any obligation of EDC Drug Stores arising from the merger,
including any suit or other proceeding to enforce the right of any stockholder
as determined in appraisal proceedings pursuant to the provisions of the General
Corporation Law of Delaware and designates the Secretary of State of the State
of Delaware as agent upon whom process against EDC Acquisition may be served.

     13.  PLAN OF LIQUIDATION. It is the intent of the parties to this Plan of
Merger that this transaction be treated pursuant to the terms of Section 332 of
Internal Revenue Code of 1986, as amended, to be carried out in the manner, on
the terms and subject to the conditions herein set forth.

     IN WITNESS WHEREOF each of the parties hereto has caused this Plan of
Merger to be executed by its President and attested by its Secretary.


ATTEST:                                 EDC ACQUISITION CORPORATION


By: /s/ Robert E. Lewis                 By: /s/ Francis A. Newman
   --------------------------------        -------------------------------
   Name: Robert E. Lewis                   Name: Francis A. Newman
   Its: Secretary                          Its: President


ATTEST:                                 EDC DRUG STORES, INC.


By: /s/ Robert E. Lewis                 By: /s/ Francis A. Newman
   --------------------------------        -------------------------------
   Name: Robert E. Lewis                   Name: Francis A. Newman
   Its: Secretary                          Its: President



[SEAL]

                             STATE OF NORTH CAROLINA
                      DEPARTMENT OF THE SECRETARY OF STATE

                TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:

  I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do
      hereby certify the following and hereto attached to be a true copy of

                               ARTICLES OF MERGER

                                       OF

                              EDC DRUG STORES, INC.

        the original of which was filed in this office on the 10th day of
                                 February, 1995.

               IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
               official seal at the City of Raleigh, this 23rd day of July, 2004

[SEAL]

                                    /s/ Elaine F. Marshall
                                      Secretary of State



                                                                    FILED
                                                                   9:00 AM
                                                                 FEB 10 1995
                                                              EFFECTIVE_________
                                                              RUFUS L EDMISTEN
                                                             SECRETARY OF STATE
                                                               NORTH CAROLINA

                               ARTICLES OF MERGER
                                       OF
                          ALPHA ACQUISITION CORPORATION
                          a North Carolina Corporation
                                      INTO
                             KERR DRUG STORES, INC.
                          a North Carolina Corporation

     Kerr Drug Stores, Inc., a corporation organized under the laws of North
Carolina (the "Surviving Corporation"), hereby submits these Articles of Merger
for the purpose of merging Alpha Acquisition Corporation, a corporation
organized under the laws of North Carolina (the "Merging Corporation"), into the
Surviving Corporation.

     1.   With respect to each corporation which is a party to the merger:

          (a)  The Plan of Merger attached hereto and made a part hereof as
     EXHIBIT A was duly approved on and as of 2-10-95, 1995 by the sole
     shareholder  of the Merging Corporation, as required by the North Carolina
     Business Corporation Act.

          (b)  The Plan of Merger attached hereto and made a part hereof as
     EXHIBIT A was duly approved on and as of January 20, 1995 by the
     shareholders of the Surviving Corporation, as required by the North
     Carolina Business Corporation Act.

     2.   These Articles of Merger shall become effective upon filing with the
North Carolina Secretary of State.

     Dated:  February 10, 1995

                                                   KERR DRUG STORES, INC.

                                                   By: /s/ Johnny B. Kerr
                                                       -------------------------
                                                   Name:  Johnny B. Kerr
                                                   Title: President

                                   Page 1 of 1


                                    EXHIBIT A


                                 PLAN OF MERGER

                                       OF

                          ALPHA ACQUISITION CORPORATION
                         (a North Carolina Corporation)

                                      INTO

                             KERR DRUG STORES, INC.
                         (a North Carolina Corporation)


                                    RECITALS

     A. ALPHA ACQUISITION CORPORATION ("Alpha") is a corporation duly organized,
validly existing and in good standing under the laws of the State of North
Carolina, having issued and outstanding 10 shares of common stock, par value
$1.00 per share (the "Alpha Stock").

     B. KERR DRUG STORES, INC. ("Kerr") is a corporation duly organized, validly
existing and in good standing under the laws of the State of North Carolina,
having issued and outstanding 692,271 shares of common stock, par value $1.00
per share (the "Kerr Stock").

     C. The Board of Directors of Alpha has adopted resolutions approving this
Plan of Merger (the "Plan") in accordance with the North Carolina Business
Corporation Act (the "NCBCA") and directing that this plan be submitted to the
sole shareholder of Alpha for adoption.

     D. The Board of Directors of Kerr has adopted resolutions approving the
Plan in accordance with the NCBCA and directing that this plan be submitted to
the shareholders of Kerr for adoption (individually, a "Kerr Shareholder" and,
collectively, the "Kerr Shareholders").

     E. Alpha, Kerr and certain Kerr Shareholders holding at least eighty-five
percent (85%) of the issued and outstanding shares of Kerr Stock are parties to
that certain Acquisition and Merger Agreement dated as of January 9, 1995 (the
"Merger Agreement"), pursuant to which such parties agreed to cause the merger
of Alpha with and into Kerr pursuant to the Plan. Any Kerr Shareholder may
obtain a copy of the Merger Agreement by contacting Kerr at the following
address:

                                  Page 1 of 13


                       8380 Capital Boulevard
                       Raleigh, North Carolina 27604
                       Attn: Mr. Donald L. Cvetko,
                                Vice President


                     ARTICLE I. THE MERGER; TERMS OF MERGER.

     SECTION 1.01. PARTIES TO MERGER. Alpha and Kerr shall effect a merger by
which Alpha shall merge with and into Kerr with Kerr being the surviving
corporation (the "Merger"), pursuant to Article 11 of the NCBCA in accordance
with and subject to the terms and conditions of this Plan.

     SECTION 1.02. MERGER. At the Effective Time (as defined in Section 4.01
hereof), by virtue of the filing with the Secretary of State of North Carolina
of the Articles of Merger and this Plan of Merger and without any action on the
part of the holder thereof:

          (a)  ALPHA'S SHARES. Each issued and outstanding share of Alpha stock
     shall be converted into and become a fully paid and nonassessable share of
     Kerr Stock. Each certificate representing outstanding shares of Alpha Stock
     shall at the Effective Time represent an equal number of shares of Kerr
     Stock.

          (b)  KERR SHARES. Each issued and outstanding share of Kerr Stock
     issued and outstanding immediately prior to the Effective Time, other than
     Dissenting Shares (as defined in subsection (i)(B) below) and treasury
     shares, shall be converted (in the manner provided in this Section 1.02)
     into the right to receive fully paid and nonassessable shares of common
     stock of $.50 par value of J.C. Penney Company, Inc., a Delaware
     corporation ("Penney Shares"). The number of Penney Shares that each share
     of Kerr Stock shall convert into shall be determined as follows:

               (i)  DEFINITIONS. For purposes of this Plan, the following terms
          shall have the meanings set forth below:

                    (A)  "Agent" shall have the meaning for such term set forth
               in Article III hereof).

                    (B)  "Dissenting Shareholder" shall mean each Kerr
               Shareholder who, as of the Effective Time, has taken all actions
               required by the NCBCA to have been taken by such shareholder as
               of the Effective Time to exercise dissenters' rights with respect
               to this Plan and the Merger.

                    (C)  "Escrow Agent" shall mean Chemical Bank which will
               serve as escrow agent under the Escrow Agreement.

                                  Page 2 of 13


                    (D)  "Escrow Agreement" shall mean the Escrow Agreement to
               be executed at or prior to the Effective Time by the Agent,
               Alpha, Kerr and the Escrow Agent. Any Kerr Shareholder may obtain
               a copy of the Escrow Agreement by contacting Kerr at the
               following address:

                    8380 Capital Boulevard
                    Raleigh, North Carolina 27604
                    Attn:  Mr. Donald L. Cvetko,
                              Vice President

                    (E)  "Exchange Agent" shall mean Chemical Bank which will
               serve as exchange agent.

               (ii) VALUATION OF PENNEY SHARES. For the purposes of this Plan,
          Penney Shares shall be valued (the "Average Value") as follows: The
          per share value of the Penney Shares shall be the arithmetic average
          (computed to three decimal places) of the per share closing price of
          Penney Shares on the New York Stock Exchange Composite Tape for the
          ten (10) days preceding but not including January 21, 1995 on which
          the New York Stock Exchange was open for trading.

               (iii) LIMITS ON NUMBER OF PENNEY SHARES. The aggregate number of
          Penney Shares into which all shares of Kerr Stock will convert shall
          be within both of the following limits: (i) No more than 1,764,705
          Penney Shares shall be required in the aggregate for all shares of
          Kerr Stock and (ii) no fewer than 1,428,571 Penney Shares shall be
          required in the aggregate. Because the parties have calculated the
          foregoing limitations based upon the assumption that all of the shares
          of Kerr Stock issued and outstanding immediately prior to the
          Effective Time will be converted in the Merger, such limitations shall
          be appropriately adjusted by written agreement of Alpha and Agent in
          the event that there are Dissenting Shareholders.

               (iv) CONVERSION RATE. Based on and subject to the foregoing
          provisions of subsection (iii), each share of Kerr Stock issued and
          outstanding immediately prior to the Effective Time shall convert into
          up to the number of Penney Shares determined as follows: Each Kerr
          Share shall be multiplied by an exchange number (determined to three
          decimal places), the NUMERATOR of which will be equal to (A) the
          amount of $75,000,000 divided by (B) the number of issued and
          outstanding shares of Kerr Stock immediately prior to the Effective
          Time (determined to three decimal points) and the DENOMINATOR of which
          will be the Average Value. All or part of such Penney Shares shall be
          disbursed to the holders of the Kerr Stock pursuant to subsections (d)
          and (e) below.

                                  Page 3 of 13


               (v)  FRACTIONAL SHARES. No fractional Penney Shares shall be
          issued to Kerr Shareholders as a result of the foregoing conversion.
          In lieu thereof, a Kerr Shareholder that would otherwise have received
          a fractional shall receive a cash payment in an amount equal to the
          fractional Penney Share that the Kerr Shareholder would have received
          multiplied by the Average Value. In the event that any fractional
          Penney Shares are required to be delivered to the Exchange Agent by
          the Escrow Agent, or by the Exchange Agent to the Kerr Shareholders,
          Alpha has agreed to cause any such fractional Penney Shares to be
          purchased with cash at the Average Value per share in order to provide
          the Escrow Agent with cash for such cash payments in lieu of
          fractional Penney Shares.

          (c)  DISSENTING SHAREHOLDERS. Notwithstanding any provision of this
     Plan to the contrary, Kerr Stock held by Dissenting Shareholders shall not
     convert into or represent a right to receive Penney Shares (or cash
     payments in lieu of fractional Penney Shares). In lieu thereof, the
     Dissenting Shareholder shall be entitled only to such rights as are granted
     by the NCBCA; PROVIDED, HOWEVER that any Dissenting Shareholder that after
     the Effective Time has withdrawn or lost his, her or its right to appraisal
     pursuant to the NCBCA, then such shareholder's Kerr Stock shall be deemed
     to have been converted at the Effective Time into Penney Shares (in the
     manner provided in this Section 1.02).

          (d)  ESCROW AGENT. On the Closing Date, Alpha shall cause to be issued
     by book entry to the Escrow Agent, to be held and disbursed as provided in
     the Escrow Agreement, duly authorized whole Penney Shares having an Average
     Value in the aggregate of at least $3,000,000. The Penney Shares shall be
     held by the Escrow Agent and disbursed to Kerr, as the surviving
     corporation, and/or to the Exchange Agent, on behalf of the Kerr
     Shareholders, in accordance with the terms of the Escrow Agreement.

          (e)  EXCHANGE AGENT.

               (i)  At the Effective Time, Alpha shall cause to be issued by
          book entry to the Exchange Agent for the Kerr Shareholders duly
          authorized whole Penney Shares issuable in connection with the Merger
          (other than those Penney Shares issued by book entry hereunder to the
          Escrow Agent) plus an amount of cash equal to the aggregate amount
          (except with respect to the Penney Shares held in escrow) payable in
          lieu of fractional shares, to be held by the Exchange Agent and
          disbursed in accordance with this subsection (e) (such Penney Shares
          and cash amounts in lieu of fractional Penney Shares, and subsequent
          Penney Shares and cash amounts in lieu of fractional Penney Shares, if
          any, made

                                  Page 4 of 13


          available to it by the Escrow Agent pursuant to the terms of the
          Escrow Agreement, shall hereinafter collectively be referred to as the
          "Merger Fund"). While held by the Exchange Agent, Penney Shares shall
          be voted and tendered (in connection with a tender offer related to
          Penney or a similar transaction) by the Kerr Shareholders who are
          entitled to receive them.

               (ii) As soon as is reasonably practicable after the Effective
          Time, the Exchange Agent shall make available to each record holder
          (other than the Dissenting Shareholders) who, immediately prior to the
          Effective Time, was a holder of an outstanding certificate or
          certificates which immediately prior to the Effective Time represented
          shares of Kerr Stock owned by such Kerr Shareholder (the "Certificate"
          or "Certificates"), a form of letter of transmittal and instructions
          for use in effecting the surrender of the Certificates for conversion
          thereof. Delivery shall be effected, and risk of loss and title to the
          certificates shall pass, only upon proper delivery of the certificates
          to the Exchange Agent and the form of letter of transmittal shall so
          reflect. Upon surrender to the Exchange Agent of such a Certificate(s)
          by a Kerr Shareholder representing all of such shareholder's shares of
          Kerr Stock, together with such letter of transmittal duly executed,
          the holder of such Certificate shall be entitled to receive from the
          Exchange Agent in exchange therefor (A) a certificate (properly
          issued, executed and countersigned, as appropriate) representing that
          number of whole Penney Shares to which such holder of Kerr Stock shall
          have become entitled pursuant to the provisions of subsection (b),
          except for the Penney Shares that, at that time, continue to be
          deposited under subsection (d) with the Escrow Agent or which were
          disbursed to Kerr, as the surviving company, under the Escrow
          Agreement, (B) as to any fractional Penney Share, a check representing
          the cash in lieu of fractional shares to which such Kerr Shareholder
          shall be entitled pursuant to subsection (b), (C) the right to receive
          pursuant to (iii) below such Penney Shares and cash, if any, that may
          be disbursed to the Exchange Agent by the Escrow Agent, and (D) any
          Penney Dividends received by the Exchange Agent with respect to any
          Penney Shares held by the Exchange Agent on behalf of such Kerr
          Shareholder.

               (iii) If at any time or from time to time the Escrow Agent
          disburses Penney Shares and cash in lieu of fractional Penney Shares
          and other amounts or instruments to the Exchange Agent in accordance
          with the Escrow Agreement, then immediately following each such
          disbursement, the Exchange Agent shall make available to each Kerr
          Shareholder (or his, her or its

                                  Page 5 of 13


          transferees pursuant to (v) below) who surrendered his, her or its
          Certificates pursuant to (ii) above (A) a certificate properly issued,
          executed and countersigned, as appropriate representing the number, if
          any, of Penney shares included in such disbursement by the Escrow
          Agent to which such Kerr Shareholder shall be entitled, (B) a check
          representing cash in lieu of fractional Penney Shares included in such
          disbursement to which such Kerr Shareholder is entitled and (C) a
          check representing cash Penney Dividends (as defined in the Escrow
          Agreement), if any, and other appropriate instruments representing
          non-cash Penney Dividends, if any, paid or distributed with respect to
          any of the Penney Shares included in such disbursement to which such
          Kerr Shareholder is entitled. If at the time the Escrow Agent
          disburses Penney Shares, cash or other instruments to the Exchange
          Agent, the Kerr Shareholder entitled thereto has not surrendered to
          the Exchange Agent the Certificate(s) and transmittal letters referred
          to in subparagraph (ii) above, the Exchange Agent shall hold such
          Penney Shares, cash and/or instruments until such time as the Kerr
          Shareholder complies with such subsection (ii).

               (iv) No interest will be paid or accrued on any cash payable upon
          the surrender of the Certificates, except as otherwise provided in the
          Escrow Agreement.

               (v)  If any portion of the consideration to be received pursuant
          to subsection (b) upon exchange of a Certificate(s) (whether Penney
          Shares, a check representing cash for a fractional Penney Share or
          cash for cash Penney Dividends or appropriate instruments with respect
          to other Penney Dividends) is to be issued or paid to a person other
          than the person in whose name the Certificate(s) surrendered in
          exchange therefor is registered, it shall be a condition of such
          issuance and payment that the Certificate(s) so surrendered shall be
          properly endorsed or otherwise in proper form for transfer and that
          the person requesting such exchange shall pay in advance any transfer
          or other taxes required by reason of the issuance of any such
          consideration to such other person, or establish to the satisfaction
          of the Exchange Agent that such tax has been paid or that no such tax
          is applicable.

               (vi) From the Effective Time until surrender in accordance with
          the provisions of this subsection (e), each Certificate shall
          represent for all purposes only the right, subject to the terms of the
          Escrow Agreement, to receive the consideration provided in subsection
          (b). All exchanges and payments in respect of shares of Kerr Stock
          that are made in accordance with the terms hereof shall be deemed to
          have been made

                                  Page 6 of 13


          in full satisfaction of all rights pertaining to such securities.

               (vii)  In the case of any lost, mislaid, stolen or destroyed
          Certificate, the holder thereof may be required, as a condition
          precedent to delivery to such holder of the consideration described in
          this Section 1.02, to deliver to Kerr, as the surviving corporation, a
          bond in such reasonable sum or a satisfactory indemnity agreement as
          Kerr may direct as indemnity against any claim that may be made
          against the Exchange Agent or Kerr with respect to the Certificate
          alleged to have been lost, mislaid, stolen or destroyed.

               (viii) After the Effective Time, there shall be no transfers on
          the stock transfer books of Kerr of the shares of Kerr Stock that were
          outstanding immediately prior to the Effective Time. If, after the
          Effective Time, Certificates are presented to Kerr for transfer, they
          shall be cancelled and exchanged for the consideration described in
          this Section 1.02.

               (ix)  None of Penney, the Exchange Agent or any party hereto
          shall be liable to any shareholder of Kerr for any amount that is paid
          or delivered to: (A) A public official or public body pursuant to any
          applicable abandoned property, escheat or similar law or (B) Kerr, as
          the surviving corporation, by the Escrow Agent.

                  ARTICLE II. ACQUISITION AND MERGER AGREEMENT;
                    INDEMNITY CLAIMS BY MERGING CORPORATION.

     SECTION 2.01. ACQUISITION AGREEMENT; MERGING CORPORATION INDEMNITY CLAIMS.
In addition to the terms and conditions set forth in this Plan, the Merger is
also subject to the terms and conditions contained in the Merger Agreement.
Pursuant to the Merger Agreement, various representations, warranties,
covenants, and agreements were made to and for the benefit of Alpha relating and
pertaining to Kerr and other matters referred to therein. Any breach of such
representations, warranties, covenants, and/or agreements could give rise to a
claim by Kerr, as the surviving corporation, (herein, an "Indemnity Claim") in
accordance with, but subject to, the limitations provided in the Merger
Agreement.

     SECTION 2.02. USE OF ESCROW FUND. The aggregate number of Penney Shares
deposited with the Escrow Agent pursuant to Section 1.02(d) hereof (which
aggregate amount is to be deposited with the Escrow Agent pursuant to the Merger
Agreement) (collectively, the "Escrow Fund") shall be used to provide a
nonexclusive source of funds from which Indemnity Claims by Kerr, as the
surviving corporation, against the Kerr Shareholders can be satisfied. In
connection therewith, the Escrow Fund shall be held and disbursed

                                  Page 7 of 13


by the Escrow Agent subject to the terms and conditions of the Escrow Agreement.

     SECTION 2.03. DISBURSEMENT OF ESCROW FUND. If and to the extent the Escrow
Fund is not disbursed to Kerr, as the surviving corporation, such unused amount
of the Escrow Fund shall be disbursed by the Escrow Agent to the Exchange Agent
(for the account of the Kerr Shareholders, other than a Dissenting Shareholder)
at the times and in the manner set forth in the Escrow Agreement and the Merger
Agreement.

     SECTION 2.04. RESOLUTION OF INDEMNITY CLAIMS. The manner in which Indemnity
Claims are made by Alpha, resolved, disputed, and/or satisfied, and the manner
in which disbursements of all or any portion of the Escrow Fund may be made in
connection therewith, are subject to all of the terms and conditions of the
Merger Agreement and the Escrow Agreement.

                             ARTICLE III. THE AGENT.

     SECTION 3.01. SHAREHOLDERS' AGENT. As a condition precedent to Alpha's
agreement to enter into and consummate the Merger with Kerr, Alpha has required
that, at all applicable times, one person act as the duly authorized agent for
and on behalf of the Kerr Shareholders (other than the Dissenting Shareholders)
to expedite the manner in which the Merger can be completed and Indemnity Claims
processed thereafter. Banks D. Kerr (who is currently a significant shareholder
and Chairman of the Surviving Corporation) ("Mr. B. D. Kerr") and any successor
to Mr. B. D. Kerr identified in Section 3.07 hereof (who are currently officers
and shareholders of Kerr) have agreed to act for and on behalf of the Kerr
Shareholders (other than the Dissenting Shareholders) pursuant to the provisions
of this Plan and, when serving as agent hereunder, are individually referred to
herein as the "Agent."

     SECTION 3.02. AUTHORIZATION.

          (a)  Subject to the terms and conditions hereof, the Agent shall be
     the duly authorized agent and attorney-in-fact for each Kerr Shareholder
     (other than the Dissenting Shareholders) under and pursuant to this Plan
     and the Merger Agreement and shall be authorized to take any and all
     action, for and on behalf of such Kerr Shareholder, in order to (i) subject
     to the provisions hereof regarding the manner in which deliveries are to be
     made, complete the Merger pursuant to this Plan, (ii) exercise, for and on
     behalf of such Kerr Shareholder, such rights, powers and privileges under
     and/or with respect to this Plan as are specifically authorized or
     delegated to such Kerr Shareholder by the terms and conditions hereof,
     (iii) after the consummation of the Merger, to make any and all decisions
     and determinations in connection with and/or pertaining to Indemnity Claims
     pursued by or on behalf of

                                  Page 8 of 13


     Kerr pursuant to the Merger Agreement, and (iv) to take any and all such
     further actions as are reasonably incidental thereto including, without
     limitation, those powers specifically authorized pursuant to the provisions
     of Sections 3.03 and 3.04 hereof.

          (b)  Each Agent identified herein, by signing this Plan, hereby agrees
     to act as an Agent subject to the terms and conditions herein contained.

     SECTION 3.03. AGENT'S DUTIES. Without limiting the generality of Section
3.02 hereof, the Agent, on each Kerr Shareholder's (other than a Dissenting
Shareholder) behalf, agrees to perform the following duties:

          (a)  Execute and deliver the Escrow Agreement and take any and all
     action authorized thereby or required pursuant thereto;

          (b)  Execute and deliver any and all agreements, documents,
     instruments, certificates, or other writings required by Kerr or Alpha in
     connection with the Merger (such agreements, documents, instruments,
     certificates, and writings shall, together with the Escrow Agreement, be
     collectively referred to herein as the "Merger Documents");

          (c)  Take any and all action in connection with Indemnity Claims, as
     more fully set forth in Section 3.04 hereof, and accept service of process,
     for and on behalf of each Kerr Shareholder (other than a Dissenting
     Shareholder), in connection therewith;

          (d)  Receive any and all notices, requests, instructions, documents,
     and other communications provided with respect to the Merger and take any
     and all action deemed necessary and/or appropriate by the Agent in
     connection therewith; and

          (e)  Execute and deliver any and all amendments, modifications,
     supplements, restatements, and/or waivers to the Merger Agreement and any
     or all of the Merger Documents which, in the Agent's reasonable opinion,
     are necessary and/or appropriate; PROVIDED, HOWEVER, the Agent shall not
     agree, in connection with any of the foregoing, to alter the manner or
     formula for conversion of shares of Kerr Stock into Penney Shares pursuant
     to this Plan without the consent of the Kerr Shareholders (other than a
     Dissenting Shareholder); and PROVIDED FURTHER that the immediately
     preceding proviso shall not limit in any manner the authority and power of
     the Agent to handle any and all Indemnity Claims of Kerr.

                                  Page 9 of 13



     SECTION 3.04. INDEMNITY CLAIMS; INDEMNITY PROCEDURES.

          (a)  Without limiting the generality of Sections 3.02 and 3.03 hereof,
     the Agent shall take any and all action deemed necessary or appropriate by
     the Agent in connection with Indemnity Claims including, without
     limitation, (i) determining whether to take any and all investigative and
     other action to determine whether Indemnity Claims are valid and the taking
     of any such action, (ii) determining whether to engage counsel and other
     professionals to assist in any determination by the Agent pursuant to the
     immediately preceding clause (i) and engaging any such counsel, (iii)
     making all decisions relating to Indemnity Claims including, without
     limitation, whether to settle, compromise, defend, or take other
     appropriate action against or with respect to Indemnity Claims or whether
     to accept or reject any offer to settle or compromise Indemnity Claims,
     (iv) conducting all negotiations, discussions, and litigation proceedings
     with Alpha and/or Kerr in connection with Indemnity Claims, (v) executing
     and delivering any and all agreements, documents, and instruments
     (including, without limitation, settlement agreements, releases and
     notifications and certifications required or permitted by the Escrow
     Agreement) in connection with any of the foregoing, all of which shall,
     immediately upon execution thereof by the Agent and without any action on
     the part of the Kerr Shareholders, be binding upon all of the Kerr
     Shareholders (other than the Dissenting Shareholders), and (vi) extending
     the term of the Escrow Agreement if such extension is appropriate in the
     Agent's opinion.

          (b)  All proceedings relating to Indemnity Claims shall be conducted
     solely and exclusively between representatives of Alpha and/or Kerr and the
     Agent (or the Agent's counsel and representatives) and no Kerr Shareholder
     shall participate in or be involved or interfere with any such dealings
     described herein unless and until such time, if any, that Alpha and/or Kerr
     elects to deal directly with such Kerr Shareholder.

     SECTION 3.05. COMPENSATION; NATURE OF AGENT'S DUTIES. The Agent has agreed
to serve without compensation for such services hereunder. The Agent shall have
no duties or responsibilities except those expressly set forth in this Plan. In
connection with all matters relating hereto, the Agent shall be entitled to rely
exclusively on the Agent's counsel and other advisors and shall have no
liability to the Kerr Shareholders for any action taken or omitted in reliance
on such counsel and other advisors. Nothing herein contained, express or
implied, is intended to or shall be so construed as to impose upon the Agent any
duties or responsibilities in respect of the Merger except as expressly set
forth herein. The Agent does not assume and shall not be deemed to have assumed
any duty or obligation of any Kerr Shareholder (other than himself) under the
Merger Documents. Notwithstanding anything contained herein to the contrary, the
Agent shall not be

                                  Page 10 of 13


liable for any action taken or omitted by the Agent hereunder, except for
actions which constitute gross negligence, fraud, or willful misconduct, and no
Kerr Shareholder shall be permitted to sue or bring any claim or action against
the Agent except for good faith claims and actions which allege gross
negligence, fraud, or willful misconduct.

     SECTION 3.06. DURABILITY. The designation of Agent herein contained shall
not be affected by lapse of time or by the subsequent disability, incapacity or
death of any Kerr Shareholder, but shall continue and shall remain in full force
and effect.

     SECTION 3.07. SUCCESSOR AGENT; EXPIRATION.

          (a)  If Mr. B. D. Kerr dies, becomes mentally incapacitated, or
     resigns during the term hereof, the designation set forth in Section 3.02
     hereof shall automatically expire as of the sooner of the date of his
     death, the onset of his incapacity, or his resignation, as the case may be.

          (b)  If Mr. B. D. Kerr's designation pursuant hereto expires pursuant
     to Section 3.07(a) hereof, Donald L. Cvetko ("Mr. D. L. Cvetko") shall
     automatically become the Agent. Mr. D. L. Cvetko's term as Agent shall
     automatically expire as of the sooner of the date of his death, the onset
     of his mental incapacity or his resignation, as the case may be. If Mr. D.
     L. Cvetko's appointment as Agent expires, Johnny B. Kerr ("Mr. J. B. Kerr")
     shall automatically become the Agent hereunder. Mr. J. B. Kerr's term as
     Agent shall automatically expire as of the sooner of the date of his death,
     the onset of his mental incapacity or his resignation, as the case may be.
     If Mr. J. B. Kerr's appointment expires, those then surviving individuals
     who were members of the Board of Directors of the Company immediately
     preceding the Effective Time shall by a majority vote select an independent
     third party to act as Agent which decision shall be subject to the approval
     of those Kerr Shareholders who or which, on the day immediately prior to
     the Merger, owned a majority of the issued and outstanding shares of Kerr
     Stock immediately prior to the Effective Time (such approval may not be
     unreasonably withheld or delayed). Mr. D. L. Cvetko, Mr. J. B. Kerr, or any
     successor Agent shall be the Agent for all purposes hereof until his, her
     or its term as Agent hereunder expires.

          (c)  Notwithstanding anything contained herein to the contrary, no
     person shall be the Agent hereunder on that date which is two (2) years
     after the Effective Time unless there are unresolved Indemnity Claims in
     which event an Agent shall continue to serve until all such Indemnity
     Claims have been resolved.

                                  Page 11 of 13


     SECTION 3.08. RIGHT TO INTERPLEAD. Notwithstanding any other provision of
this Plan, if any dispute or difference arises between any Kerr Shareholder and
the Agent or if any conflicting demand shall be made upon the Agent, the Agent
may but shall not be required to determine the same or take any action thereon.
Rather, the Agent may await settlement of the controversy by appropriate legal
proceedings; or the Agent may, by written notice, require the parties to enter
binding arbitration or litigation to determine such matter; or the Agent may
file suit in interpleader with the proper court in Wake County, North Carolina
for the purpose of having the respective rights of the parties adjudicated.

                           ARTICLE IV. MISCELLANEOUS.

     SECTION 4.01. FILING AND EFFECTIVE TIME. Articles of Merger, and such
other documents and instruments as are required by, and complying in all
respects with, the NCBCA shall be delivered to the appropriate state officials
for filing after all of the conditions to the consummation of the transactions
described in the Merger Agreement have been met and/or waived. The Merger shall
become effective upon filing with the North Carolina Secretary of State (the
"Effective Time").

     SECTION 4.02. ARTICLES AND BYLAWS; DIRECTORS AND OFFICERS.

          (a)  The Articles of Incorporation of Kerr and the Bylaws of Alpha in
     effect immediately prior to the Effective Time shall be the Articles of
     Incorporation and Bylaws of Kerr, as the surviving corporation, following
     the Effective Time.

          (b)  At the Effective Time, the officers and directors of Alpha in
     office immediately prior to the Effective Time shall be the officers and
     directors of Kerr, as the surviving corporation. Each such director and
     officer shall hold office until his or her resignation or removal, in
     accordance with the Articles of Incorporation and Bylaws of Kerr, as the
     surviving corporation, and applicable law.

     SECTION 4.03. CONDITION TO MERGER. The consummation of the Merger is
subject to the satisfaction of the condition, prior to the Effective Time, that
the Merger shall have received the requisite approval of the directors and
shareholders of Alpha and Kerr pursuant to the NCBCA and the articles of
incorporation and bylaws of Kerr and Alpha. It is also subject to the condition
that the conditions to the consummation of the transactions described in the
Merger Agreement have been met and/or waived.

                                  Page 12 of 13


     SECTION 4.04. AMENDMENT. The parties hereto, by mutual consent of their
respective Boards of Directors, may amend, modify or supplement this Plan prior
to the Effective Time; provided, that no amendment shall be made subsequent to
the adoption of this Plan which changes this plan in a way which, in the
judgment of the Board of Directors of Kerr, would have a material adverse effect
on the Kerr Shareholders, unless such amendment is approved by the Kerr
Shareholders.

     SECTION 4.05. TERMINATION. Notwithstanding shareholder approval of this
Plan, this Plan may be terminated at any time prior to the Effective Time by
Alpha or Kerr pursuant to a resolution approved by its Board of Directors.

                                     KERR DRUG STORES, INC., a North
                                     Carolina corporation

                                     By    /s/ Banks D. Kerr
                                           -------------------------------
                                     Name:  Banks D. Kerr
                                     Title: Chairman and Chief Executive Officer

                                     Attest: /s/  Debra K. Woody
                                            -----------------------------
[SEAL]                               Name:  Debra K. Woody
                                     Title: Secretary

                                     ALPHA ACQUISITION CORPORATION, a
                                     North Carolina corporation

                                     By    /s/ R. W. Hannan
                                           -------------------------------
                                     Name:   R. W. Hannan
                                     Title:  President

                                     Attest: /s/  Ben D. Campbell
                                            -----------------------------
[SEAL]                               Name:  Ben D. Campbell
                                            -----------------------------
                                     Title: Assistant Secretary
                                            -----------------------------

AGREED FOR THE PURPOSES OF ARTICLE III HEREOF

  /s/ Banks D. Kerr
- -----------------------------------
Banks D. Kerr, Agent


  /s/ D. L. Cvetko
- -----------------------------------
D. L. Cvetko, Successor Agent


  /s/ J. B. Kerr
- -----------------------------------
J. B. Kerr, Second Successor Agent

                                  Page 13 of 13

EX-3.16

                                                                    Exhibit 3.16

- --------------------------------------------------------------------------------


                           AMENDED AND RESTATED BYLAWS

                                       OF

                             KERR DRUG STORES, INC.


- --------------------------------------------------------------------------------


                                               Effective as of February 10, 1995



                      INDEX OF AMENDED AND RESTATED BYLAWS

                                       OF

                             KERR DRUG STORES, INC.

       
                                    ARTICLE I

OFFICES

          Section 1.          Principal Office
          Section 2.          Registered Office
          Section 3.          Other Offices

                                   ARTICLE II

MEETINGS OF SHAREHOLDERS

          Section 1.          Annual Meeting
          Section 2.          Substitute Annual Meeting
          Section 3.          Special Meetings
          Section 4.          Place of Meeting
          Section 5.          Notice of Meeting
          Section 6.          Waiver of Notice
          Section 7.          Closing of Transfer Books or
                              Fixing of Record Date
          Section 8.          Voting Lists
          Section 9.          Voting Groups
          Section 10.         Quorum
          Section 11.         Proxies
          Section 12.         Voting of Shares
          Section 13.         Votes Required
          Section 14.         Action of Shareholders Without Meeting

                                   ARTICLE III

BOARD OF DIRECTORS

          Section 1.          General Powers
          Section 2.          Number, Qualifications, Election and
                              Tenure
          Section 3.          Vacancies
          Section 4.          Removal
          Section 5.          Compensation
          Section 6.          Chairman of the Board



                                       ii


       
                                   ARTICLE IV

MEETINGS OF DIRECTORS

          Section 1.          Regular Meetings
          Section 2.          Special Meetings
          Section 3.          Notice
          Section 4.          Waiver of Notice
          Section 5.          Quorum
          Section 6.          Manner of Acting
          Section 7.          Presumption of Assent
          Section 8.          Action by Directors Without Meeting
          Section 9.          Meetings by Conference Telephone

                                    ARTICLE V

COMMITTEES OF THE BOARD

          Section 1.          Executive Committee
          Section 2.          Other Committees
          Section 3.          Vacancy
          Section 4.          Removal
          Section 5.          Minutes
          Section 6.          Responsibility of Directors

                                   ARTICLE VI

OFFICERS

          Section 1.          Officers of the Corporation
          Section 2.          Appointment and Term
          Section 3.          Compensation of Officers
          Section 4.          Removal of Officers
          Section 5.          Resignation
          Section 6.          Bonds
          Section 7.          President
          Section 8.          Vice Presidents
          Section 9.          Secretary
          Section 10.         Assistant Secretaries
          Section 11.         Treasurer
          Section 12.         Assistant Treasurers

                                   ARTICLE VII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

          Section 1.          Contracts
          Section 2.          Loans
          Section 3.          Checks and Drafts
          Section 4.          Deposits



                                       iii


       
                                  ARTICLE VIII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

          Section 1.          Certificates for Shares
          Section 2.          Transfer of Shares
          Section 3.          Lost Certificates
          Section 4.          Holder of Record

                                   ARTICLE IX

GENERAL PROVISIONS

          Section 1.          Distributions
          Section 2.          Seal
          Section 3.          Fiscal Year
          Section 4.          Pronouns
          Section 5.          Amendments
          Section 6.          Voting of Shares of Other Corporations

                                    ARTICLE X

INDEMNIFICATION

          Section 1.          Coverage
          Section 2.          Payment
          Section 3.          Evaluation
          Section 4.          Consideration
          Section 5.          Definitions



                                       iv


                           AMENDED AND RESTATED BYLAWS

                                       OF

                             KERR DRUG STORES, INC.


                                    ARTICLE I

                                     OFFICES

     Section 1.  PRINCIPAL OFFICE. The principal office of the corporation shall
be located in Raleigh, North Carolina, or at such other place as the Board of
Directors shall determine.

     Section 2.  REGISTERED OFFICE. The registered office of the corporation
required by law to be maintained in the State of North Carolina may be, but need
not be, identical to the principal office. The address of the registered office
may be changed from time to time by the Board of Directors.

     Section 3.  OTHER OFFICES. The corporation may, from time to time, have
offices at such places, either within or without the State of North Carolina, as
the Board of Directors may designate or as the business of the corporation may
require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     Section 1.  ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the third Tuesday in the month of May in each year, beginning with the
year 1995, at the hour of ten o'clock a.m. or such other time on such day
designated in the notice of meeting, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the day fixed for the annual meeting shall be a legal holiday in the State of
North Carolina, such meeting shall be held on the next succeeding business day.

     Section 2.  SUBSTITUTE ANNUAL MEETING. If the annual meeting shall not be
held on the day designated by these bylaws for the annual meeting of
shareholders, or at any adjournment thereof, then a substitute annual meeting
may be called in accordance with Section 3 of this Article and the meeting so
called may be designated and treated for all purposes as the annual meeting.

     Section 3.  SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the President or by the Board of Directors or shall be called by the
Secretary within thirty (30) days after the delivery to the Secretary of the
written request

                                  Page 1 of 16


of the holder or holders of not less than one-tenth of all shares entitled to
vote at the meeting. Such request must be signed, dated and delivered to the
Secretary and must describe the purpose or purposes for which the meeting is to
be held.

     Section 4.  PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of North Carolina, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of North
Carolina, as the place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall be
the principal office of the corporation.

     Section 5.  NOTICE OF MEETING. Written or printed notice stating the time
and place of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60), or in case of a special meeting called at the
request of the shareholders, not more than thirty (30), days before the date of
the meeting, either personally or by mail, by or at the direction of the
President, the Secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the record of
shareholders of the corporation, with postage thereon prepaid. In addition to
the foregoing, notice of a substitute annual meeting shall state that the annual
meeting was not held on the day designated by these bylaws and that such
substitute annual meeting is being held in lieu of and is designated as such
annual meeting.

     If a meeting of shareholders is adjourned to a different date, time or
place, notice need not be given of the new date, time or place if the new date,
time or place is announced at the meeting before adjournment. If a new record
date for the adjourned meeting is fixed, however, notice of the adjourned
meeting must be given to persons who are shareholders as of the new record date.

     Section 6.  WAIVER OF NOTICE.

          (a)  A shareholder may waive any notice required by law, the articles
     of incorporation, or these bylaws before or after the date and time stated
     in the notice. The waiver must be in writing, be signed by the shareholder
     entitled to the notice, and be delivered to the corporation for inclusion
     in the minutes or filing with the corporate records.

                                  Page 2 of 16


          (b)  A shareholder's attendance at a meeting:

               (1)  waives objection to lack of notice or defective notice of
          the meeting, unless the shareholder at the beginning of the meeting
          objects to holding the meeting or transacting business at the meeting;
          and

               (2)  waives objection to consideration of a particular matter at
          the meeting that is not within the purpose or purposes described in
          the meeting notice, unless the shareholder objects to considering the
          matter before it is voted upon.

     Section 7.  CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, seventy (70) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
(10) days immediately preceding such meeting.

     In lieu of closing the stock transfer books, the Board of Directors may fix
in advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than seventy days and, in the case of a
meeting of shareholders, not less than ten (10) full days prior to the date on
which the particular action, requiring such determination of shareholders, is to
be taken.

     If the stock transfer books are not closed and no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof except where the determination has been made
through the closing of the stock transfer books and the stated period of closing
has expired, and except where the Board of Directors fixes a new record date,
which it must do if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.

                                  Page 3 of 16


     Section 8.  VOTING LISTS. After fixing a record date for a meeting, the
Secretary of the corporation shall prepare an alphabetical list of the names of
all its shareholders who are entitled to notice of a shareholders' meeting. The
list shall be arranged by voting group (and within each voting group by class or
series of shares) and show the address of and number of shares held by each
shareholder. The shareholders' list shall be available for inspection by any
shareholder, beginning two (2) business days after notice of the meeting is
given for which the list was prepared and continuing through the meeting, at the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. A shareholder, or his agent or
attorney, is entitled on written demand to inspect and, subject to the
requirements of N.C. Gen. Stat. Section 55-16-02(c), as may be hereafter
amended, to copy the list, during regular business hours and at his expense,
during the period it is available for inspection. The Secretary of the
corporation shall make the shareholders' list available at the meeting, and any
shareholder or his agent or attorney is entitled to inspect the list at any time
during the meeting or any adjournment.

     Section 9.  VOTING GROUPS. All shares of one or more classes or series that
under the articles of incorporation or the North Carolina Business Corporation
Act are entitled to vote and be counted together collectively on a matter at a
meeting of shareholders constitute a voting group. All shares entitled by the
articles of incorporation or the North Carolina Business Corporation Act to vote
generally on a matter are for that purpose a single voting group. Classes or
series of shares shall not be entitled to vote separately by voting group unless
expressly authorized by the articles of incorporation or specifically required
by law.

     Section 10.  QUORUM. Shares entitled to vote as a separate voting group may
take action on a matter at the meeting only if a quorum of those shares exists.
A majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter.

     The shareholders at a meeting at which a quorum is present may continue to
do business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

     In the absence of a quorum at the opening of any meeting of shareholders,
such meeting may be adjourned from time to time by a vote of the majority of the
shares voting on the motion to adjourn; and at any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the original meeting.

     Section 11.  PROXIES. Shares may be voted either in person or by one or
more agents authorized by a written proxy executed by the shareholder or by his
duly authorized attorney in fact.

                                  Page 4 of 16


     An appointment of a proxy is effective when received by the Secretary or
other officer or agent authorized to tabulate votes. An appointment is valid for
eleven (11) months unless a different period is expressly provided in the
appointment form.

     Section 12.  VOTING OF SHARES. Each outstanding share entitled to vote
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.

     Except as otherwise provided by law, the articles of incorporation or these
bylaws, if a quorum exists, action on a matter by a voting group is approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action.

     Shares of its own stock owned by the corporation directly, or indirectly
through a corporation in which it owns, directly or indirectly, a majority of
the shares entitled to vote for directors, shall not be voted at any meeting and
shall not be counted in determining the total number of outstanding shares at a
given time entitled to vote; provided that this provision does not limit the
power of the corporation to vote its own shares held by it in a fiduciary
capacity.

     Section 13.  VOTES REQUIRED. The vote of a majority of the shares voted at
a meeting of shareholders, duly held at which a quorum is present, shall be
sufficient to take or authorize action upon any matter which may properly come
before the meeting except as otherwise provided by law, by the articles of
incorporation or by these bylaws. Any provision in these bylaws prescribing the
vote required for any purpose as permitted by law may not itself be amended by a
vote less than the vote prescribed therein.

     Section 14.  ACTION OF SHAREHOLDERS WITHOUT MEETING. Any action which may
be taken at a meeting of the shareholders may be taken without a meeting if the
action is taken by all the shareholders entitled to vote on the action. The
action must be evidenced by one or more written consents signed by all the
shareholders before or after such action, describing the action taken and
delivered to the corporation for inclusion in the minutes or filing with the
corporate records. A consent signed under this Section has the effect of a
meeting vote and may be described as such in any document.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     Section 1.  GENERAL POWERS. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation managed
under the direction of, the Board of Directors.

                                  Page 5 of 16


     Section 2.  NUMBER, TENURE AND QUALIFICATIONS. The number of directors
which shall constitute the whole board shall not be less than one (1) nor more
than five (5). Within such limits, the number of directors shall be determined
by the directors. Directors need not be residents of the State of North Carolina
or shareholders of the corporation.

     The directors shall be elected at the annual meeting of the shareholders
(except as herein otherwise provided for the filling of vacancies). Those
persons who receive the highest number of votes at a meeting at which a quorum
is present shall be deemed to have been elected.

     Each initial director shall hold office until the first shareholders'
meeting at which directors are elected, or until such director's death,
resignation, retirement or removal. The term of every other director shall
expire at the next annual shareholder's meeting following the director's
election or upon such director's death, resignation, retirement or removal. The
term of a director elected to fill a vacancy expires at the next shareholders'
meeting at which directors are elected. A decrease in the number of directors
shall not shorten an incumbent director's term. Despite the expiration of a
director's term, such director shall continue to serve until a successor shall
be elected or qualifies or until there is a decrease in the number of directors.

     Section 3.  VACANCIES. Except as otherwise provided by law or the articles
of incorporation, any vacancy occurring in the Board of Directors may be filled
by the affirmative vote of a majority of the remaining directors even though
less than a quorum or by the sole remaining director.

     At a special meeting of shareholders the shareholders may elect a director
to fill any vacancy not filled by the directors.

     Section 4.  REMOVAL. Any director may be removed at any time with or
without cause by a vote of the shareholders holding a majority of the
outstanding shares entitled to vote at an election of directors. If cumulative
voting is authorized, a director may not be removed if the number of votes
sufficient to elect him under cumulative voting is voted against his removal.

     A director may not be removed by the shareholders at a meeting unless the
notice of the meeting states that the purpose, or one of the purposes, of the
meeting is removal of the director.

     Section 5.  COMPENSATION. The Board of Directors may compensate directors
for their services as such and may provide for the payment of all expenses
incurred by directors in attending meetings of the Board.

                                  Page 6 of 16


     Section 6.  CHAIRMAN OF THE BOARD. There may be a Chairman of the Board of
Directors elected by the directors from their number at the annual meeting of
the Board of Directors. The Chairman shall preside at all meetings of the Board
of Directors and perform such other duties as may be directed by the Board.

                                   ARTICLE IV

                              MEETINGS OF DIRECTORS

     Section 1.  REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at the
same place as, the annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place, either within or without the State
of North Carolina for the holding of additional regular meetings without other
notice than such resolution.

     Section 2.  SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President or any two directors. The person or persons
authorized to call special meetings of the Board of Directors may fix any place,
either within or without the State of North Carolina, as the place for holding
any special meeting of the Board of Directors called by them.

     Section 3.  NOTICE. The person calling the meeting shall give or cause to
be given oral or written notice of special meetings of the Board of Directors to
each director not less than three (3) days before the date of the meeting.

     Neither the business to be transacted at, nor the purposes of, any regular
or special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

     Section 4.  WAIVER OF NOTICE.

          (a)  A director may waive any notice required by law, the articles of
     incorporation, or these bylaws before or after the date and time stated in
     the notice. Except as provided by subsection (b), the waiver must be in
     writing, signed by the director entitled to the notice, and delivered to
     the corporation for filing with the minutes or corporate records.

          (b)  A director's attendance at or participation in a meeting waives
     any required notice to him of the meeting unless the director at the
     beginning of the meeting (or promptly upon his arrival) objects to holding
     the meeting or transacting business at the meeting and does not thereafter
     vote for or assent to action taken at the meeting.

     Section 5.  QUORUM. Unless the articles of incorporation or these bylaws
provide otherwise, a majority of the number of

                                  Page 7 of 16


directors fixed by or pursuant to these bylaws shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, or if no
number is so fixed, the number of directors in office immediately before the
meeting begins shall constitute a quorum.

     Section 6.  MANNER OF ACTING. If a quorum is present when a vote is taken,
the affirmative act of the majority of the directors present is the act of the
Board of Directors, except as otherwise provided in these bylaws.

     Section 7.  PRESUMPTION OF ASSENT. A director who is present at a meeting
of the Board of Directors or a committee of the Board of Directors when
corporate action is taken is deemed to have assented to the action taken unless:

          (a)  He objects at the beginning of the meeting (or promptly upon his
     arrival) to holding it or transacting business at the meeting;

          (b)  His dissent or abstention from the action taken is entered in the
     minutes of the meeting; or

          (c)  He files written notice of his dissent or abstention with the
     presiding officer of the meeting before its adjournment or with the
     corporation immediately after adjournment of the meeting. The right of
     dissent or abstention is not available to a director who votes in favor of
     the action taken.

     Section 8.  ACTION BY DIRECTORS WITHOUT MEETING. Action required or
permitted by law to be taken at a Board of Directors' meeting may be taken
without a meeting if the action is taken by all members of the Board. The action
must be evidenced by one or more written consents signed by each director before
or after such action, describing the action taken, and included in the minutes
or filed with the corporate records. Action taken under this Section is
effective when the last director signs the consent unless the consent specifies
a different effective date. A consent signed under this Section has the effect
of a meeting vote and may be described as such in any document.

     Section 9.  MEETINGS BY CONFERENCE TELEPHONE. Any one or more directors may
participate in a meeting of the Board or a committee by means of a conference
telephone or similar communications device by which all directors participating
may simultaneously hear each other during the meeting, and such participation in
a meeting shall be deemed presence in person at such meeting.

                                  Page 8 of 16


                                    ARTICLE V

                             COMMITTEES OF THE BOARD

     Section 1.  EXECUTIVE COMMITTEE. The Board of Directors, by resolution
adopted by a majority of the number of directors fixed by these bylaws, may
designate two or more directors to constitute an Executive Committee, which
committee, to the extent provided in such resolution, shall have and may
exercise all of the authority of the Board of Directors to the extent permitted
by applicable law.

     Section 2.  OTHER COMMITTEES. The Board of Directors may create one or more
other committees and appoint members of the Board of Directors to serve on them.
Each committee must have two or more members who serve at the pleasure of the
Board of Directors. The creation of a committee and appointment of members to it
must be approved by the greater of:

          (a)  A majority of all the directors in office when the action is
     taken; or

          (b)  The number of directors constituting a quorum under the articles
     of incorporation or these bylaws.

     Section 3.  VACANCY. Any vacancy occurring in any committee shall be filled
by a majority of the number of directors fixed by these bylaws at a regular or
special meeting of the Board of Directors.

     Section 4.  REMOVAL. Any member of a committee may be removed at any time
with or without cause by a majority of the number of directors fixed in
accordance with these bylaws.

     Section 5.  MINUTES. Each committee shall keep regular minutes of its
proceedings and report the same to the Board when required.

     Section 6.  RESPONSIBILITY OF DIRECTORS. The designation of a committee and
the delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility or liability imposed
upon it or him by law.

     Any resolutions adopted or other action taken by a committee within the
scope of the authority delegated to it by the Board of Directors shall be deemed
for all purposes to be adopted or taken by the Board of Directors.

     If action taken by a committee is not thereafter formally considered by the
Board, a director may dissent from such action by filing his written objection
with the Secretary with reasonable promptness after learning of such action.

                                  Page 9 of 16


                                   ARTICLE VI

                                    OFFICERS

     Section 1.  OFFICERS OF THE CORPORATION. The officers of the corporation
shall consist of a President, a Secretary, a Treasurer and such Vice Presidents,
Assistant Secretaries, Assistant Treasurers and other officers as the Board of
Directors may from time to time appoint. The same individual may simultaneously
hold more than one office in the corporation, but no individual may act in more
than one capacity where action of two or more officers is required.

     Section 2.  APPOINTMENT AND TERM. The officers of the corporation shall be
appointed by the Board of Directors and each officer shall hold office until his
death, resignation, retirement, removal, disqualification or his successor shall
have been appointed and qualified.

     Section 3.  COMPENSATION OF OFFICERS. The compensation of all officers of
the corporation shall be fixed by the Board of Directors and no officer shall
serve the corporation in any other capacity and receive compensation therefor
unless such additional compensation has been authorized by the Board of
Directors. The appointment of an officer does not itself create contract rights.

     Section 4.  REMOVAL OF OFFICERS. The Board of Directors may remove any
officer at any time with or without cause, but such removal shall not itself
affect the officer's contract rights, if any, with the corporation.

     Section 5.  RESIGNATION. An officer may resign at any time by communicating
his or her resignation to the corporation, orally or in writing. A resignation
is effective when communicated unless it specifies in writing a later effective
date. If a resignation is made effective at a later date that is accepted by the
corporation, the Board of Directors may fill the pending vacancy before the
effective date if the Board provides that the successor does not take office
until the effective date. An officer's resignation does not affect the
corporation's contract rights, if any, with the officer.

     Section 6.  BONDS. The Board of Directors may by resolution require any
officer, agent, or employee of the corporation to give bond to the corporation,
with sufficient sureties, conditioned upon the faithful performance of the
duties of his respective office or position, and to comply with such other
conditions as may from time to time be required by the Board of Directors.

                                  Page 10 of 16


     Section 7.  PRESIDENT. The President shall be the chief executive officer
of the corporation, subject to the control of the Board of Directors, and shall
in general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the
shareholders.

     He shall sign any deeds, mortgages, bonds, contracts or other instruments
which the Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.

     Section 9.  VICE PRESIDENTS. In the absence of the President or in the
event of his death, inability or refusal to act, the Vice Presidents, in the
order of the seniority of their titles or if they shall all be the same level of
Vice President, in the order of their length of uninterrupted service at such
level of Vice President, unless otherwise determined by the Board of Directors,
shall perform the duties of the President, and when so acting shall have all the
powers of and be subject to all the restrictions upon the President. Each Vice
President shall perform such other duties as from time to time may be assigned
to him by the President or Board of Directors.

     Section 10.  SECRETARY. The Secretary shall: (a) attend all meetings of the
shareholders and of the Board of Directors, keep the minutes of such meetings in
one or more books provided for that purpose, and perform like duties for the
standing committees when required; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents, the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) have general charge of the stock
transfer books of the corporation; and (f) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the Board of Directors or by the President, under
whose supervision he shall be.

     The Secretary shall keep or cause to be kept at the corporation's principal
office a record of the corporation's shareholders, giving the names and
addresses of all shareholders and the number and class of shares held by each,
and such other records as are required to be kept at the corporation's principal
office by N.C. Gen. Stat. Section 55-16-01 and any successor to such statute.

                                  Page 11 of 16


     Section 11.  ASSISTANT SECRETARIES. In the absence of the Secretary or in
the event of his death, inability or refusal to act, any Assistant Secretary,
unless otherwise determined by the Board of Directors, shall perform the duties
of the Secretary, and when so acting shall have all the powers of and be subject
to all the restrictions upon the Secretary. They shall perform such other duties
as may be assigned to them by the Secretary, by the President or by the Board of
Directors.

     Section 12.  TREASURER. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation; receive and
give receipts for money due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
depositories as shall be selected in accordance with the provisions of Article
VII, Section 4 of these bylaws; and (b) in general perform all of the duties
incident to the office of Treasurer, including preparing, or causing to be
prepared, all financial statements required by law, and such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors.

     Section 13.  ASSISTANT TREASURERS. In the absence of the Treasurer or in
the event of his death, inability or refusal to act, the Assistant Treasurers in
the order of their length of service as Assistant Treasurer, unless otherwise
determined by the Board of Directors, shall perform the duties of the Treasurer,
and when so acting shall have all the powers of and be subject to all the
restrictions upon the Treasurer. They shall perform such other duties as may be
assigned to them by the Treasurer, by the President or by the Board of
Directors.

                                   ARTICLE VII

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1.  CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     Section 2.  LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

     Section 3.  CHECKS AND DRAFTS. All checks, drafts or other orders for the
payment of money, issued in the name of the corporation, shall be signed by such
officer or officers, agent or agents of the corporation and in such manner as
shall from time to time be determined by resolution of the Board of Directors.

                                  Page 12 of 16


     Section 4.  DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
depositories as the Board of Directors may select.

                                  ARTICLE VIII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 1.  CERTIFICATES FOR SHARES. The Board of Directors may authorize
the issuance of some or all of the shares of the corporation's classes or series
without issuing certificates to represent such shares. If shares are represented
by certificates, the certificates shall be in such form as shall be determined
by the Board of Directors. Certificates shall be signed by the President or a
Vice President and by the Secretary or an Assistant Secretary. All certificates
for shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number and class of shares and the date of issue, shall be entered on the
stock transfer books of the corporation. When shares are represented by
certificates, the corporation shall issue and deliver, to each shareholder to
whom such shares have been issued or transferred, certificates representing the
shares owned by him. When shares are not represented by certificates, then
within a reasonable time after the issuance or transfer of such shares, the
corporation shall send the shareholder to whom such shares have been issued or
transferred a written statement of the information required by law to be on
certificates.

     Section 2.  TRANSFER OF SHARES. Transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary, and, when shares are
represented by certificates, on surrender for cancellation of the certificate
for such shares.

     Section 3.  LOST CERTIFICATES. The Board of Directors or the President may
direct a new certificate to be issued in place of any certificate theretofore
issued by the corporation claimed to have been lost or destroyed, upon receipt
of an affidavit of such fact from the shareholder. When authorizing such
issuance of a new certificate, the Board of Directors or the President may
require that the shareholder give the corporation a bond in such sum as the
Board or the President may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate claimed to have
been lost or destroyed or may require the shareholder to agree to indemnify the
corporation against any claims that may be made against the corporation with
respect to the certificate claimed to have been lost or destroyed.

                                  Page 13 of 16


     Section 4.  HOLDER OF RECORD. The corporation may treat as an absolute
owner of shares the person in whose name the shares stand of record on its books
just as if that person had full competency, capacity and authority to exercise
all rights of ownership irrespective of any knowledge or notice to the contrary
or any description indicating a representative, pledge or other fiduciary
relation or any reference to any other instrument or to the rights of any other
person appearing upon its records or upon the share certificate except that any
person furnishing to the corporation proof of his appointment as a fiduciary
shall be treated as if he were a holder of record of its shares.

                                   ARTICLE IX

                               GENERAL PROVISIONS

     Section 1.  DISTRIBUTIONS. The Board of Directors may from time to time
authorize, and the corporation may grant, distributions and share dividends
pursuant to law and subject to the provisions of its articles of incorporation.

     Section 2.  SEAL. The corporate seal of the corporation shall consist of
two concentric circles between which is the name of the corporation and in the
center of which is inscribed SEAL; and such seal, as impressed on the margin
hereof, is hereby adopted as the corporate seal of the corporation.

     Section 3.  FISCAL YEAR. The fiscal year of the corporation shall be fixed
by the Board of Directors.

     Section 4.  PRONOUNS. Each reference to pronouns herein shall be construed
in the masculine, feminine, neuter, singular or plural, as the context may
require.

     Section 5.  AMENDMENTS. The Board of Directors may amend or repeal the
bylaws, except to the extent otherwise provided by law, the articles of
incorporation or a Bylaw adopted by the shareholders, and except that a Bylaw
adopted, amended or repealed by the shareholders may not be readopted, amended
or repealed by the Board of Directors unless the articles of incorporation or a
Bylaw adopted by the shareholders authorizes the Board of Directors to adopt,
amend or repeal that particular Bylaw or the bylaws generally.

     Section 6.  VOTING OF SHARES OF OTHER CORPORATIONS. Authority to vote
shares of another corporation or of any association held by this corporation,
and to execute proxies and written waivers and consents in relation thereto,
shall be vested exclusively in the President or such officer(s) and employee(s)
of this corporation as shall be expressly identified by name or title from time
to time by the Board of Directors of this corporation in resolutions formally
adopted for that purpose.

                                  Page 14 of 16


                                    ARTICLE X

                                 INDEMNIFICATION

     Section 1.  COVERAGE. Any person who at any time serves or has served as a
director or officer of the corporation, or in such capacity at the request of
the corporation for any other corporation, partnership, joint venture, trust or
other enterprise, or as a trustee or administrator under an employee benefit
plan, shall have a right to be indemnified by the corporation to the fullest
extent permitted by law against (a) reasonable expenses, including reasonable
attorneys' fees, actually incurred by him in connection with any threatened,
pending or completed action, suit or proceeding (and any appeal thereof),
whether civil, criminal, administrative, investigative or arbitrative, and
whether or not brought by or on behalf of the corporation, seeking to hold him
liable by reason of the fact that he is or was acting in such capacity, and (b)
reasonable payments made by him in satisfaction of any judgment, money decree,
fine (including, without limitation, any excise tax assessed with respect to an
employee benefit plan), penalty or settlement for which he may have become
liable in any such action, suit or proceeding.

     Section 2.  PAYMENT. Expenses incurred by such person shall be paid in
advance of the final disposition of such investigation, action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the corporation.

     Section 3.  EVALUATION. The Board of Directors of the corporation shall
take all such action as may be necessary and appropriate to authorize the
corporation to pay the indemnification required by this Article X, including,
without limitation, to the extent needed, making a determination that
indemnification is permissible under the circumstances and a good faith
evaluation of the manner in which the claimant for indemnity acted and of the
amount of indemnity due him, and giving notice to and obtaining approval by the
shareholders of the corporation.

     Section 4.  CONSIDERATION. Any person who at any time after the adoption of
this Article X serves or has served in any of the aforesaid capacities for or on
behalf of the corporation shall be deemed to be doing or to have done so in
reliance upon, and as consideration for, the right of indemnification provided
herein. Such right shall inure to the benefit of the legal representatives of
any such person and shall not be exclusive of any other rights to which such
person may be entitled apart from the provisions of this Article X. Any repeal
or modification of these indemnification provisions shall not affect any rights
or obligations existing at the time of such repeal or modification.

                                  Page 15 of 16


     Section 5.  DEFINITIONS. For purposes of this Article X, terms defined by
the North Carolina Business Corporation Act and used but not defined herein
shall have the meanings assigned to them by the Act.

                                  Page 16 of 16

EX-3.17

                                                                    Exhibit 3.17

                                     PAGE 1

                                    DELAWARE

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "EDC LICENSING, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE ELEVENTH DAY OF FEBRUARY, A.D.
1999, AT 10 O'CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


[SEAL]

2993890 8100H

040546839

                                   /s/ Harriet Smith Windsor
                                   -----------------------------------------
                                   Harriet Smith Windsor, Secretary of State
                                   AUTHENTICATION: 3256331

                                               DATE: 07-27-04



    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 02/11/1999
   991054330 - 2993890

                          CERTIFICATE OF INCORPORATION

                                       OF

                               EDC LICENSING, INC.

     The undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, does
hereby certify as follows:

     FIRST: The name of the corporation ("Corporation") shall be EDC Licensing,
Inc.

     SECOND: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, 19801.
The name of the Corporation's registered agent at such address is The
Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is one thousand (1,000) shares of
Common Stock of one dollar ($1) par value.

     FIFTH: The name and mailing address of the incorporator is Charlotte M.
Thacker, J. C. Penney Company, Inc., MS/1103, P. O. Box 10001, Dallas, Texas
75301-0001.



     SIXTH: In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly authorized
and empowered:

     (a)  to make, alter, and repeal the Bylaws of the Corporation, subject to
          the power of the stockholders of the Corporation to alter or repeal
          any Bylaw made by the Board of Directors;

     (b)  subject to the laws of the State of Delaware from time to time to
          sell, lease, or otherwise dispose of any part or parts of the
          properties of the Corporation and to cease to conduct the business
          connected therewith or again to resume the same, as it may deem best;
          and

     (c)  in addition to the powers and authorities hereinbefore and by the laws
          of the State of Delaware conferred upon the Board of Directors, to
          exercise all such powers and to do all such acts and things as may be
          exercised or done by the Corporation; subject, nevertheless, to the
          provisions of said laws, of the Certificate of Incorporation as from
          time to time amended of the Corporation, and of its Bylaws.

     SEVENTH: Any director or any officer of the Corporation elected or
appointed by the stockholders of the Corporation or by its Board of Directors
may be removed at any time in such manner as shall be provided in the Bylaws of
the Corporation.



     EIGHTH: A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is hereafter amended
to permit further limitation on or elimination of the personal liability of the
Corporation's directors for breach of fiduciary duty, then a director of the
Corporation shall be exempt from such liability for any such breach to the full
extent permitted by the Delaware General Corporation Law as so amended from time
to time. Any repeal or modification of the foregoing provisions of this Article,
or the adoption of any provision inconsistent herewith, shall not adversely
affect any right or protection of a director of the Corporation hereunder in
respect of any act or omission of such director occurring prior to such repeal,
modification, or adoption of an inconsistent provision.

     NINTH: The Corporation reserves the right at any time and from time to time
to amend, alter, change, or repeal any provision contained herein, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted, in the manner now or hereafter prescribed by law; and
all



rights, preferences, and privileges of whatsoever nature conferred upon
stockholders, directors, or any other persons whomsoever by and pursuant to this
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article.

     IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove
named, does hereby execute this Certificate of Incorporation this l0th day of
February, 1999.


                                                  /s/ Charlotte M. Thacker
                                                  ------------------------
                                                  Charlotte M. Thacker

EX-3.18

                                                                    Exhibit 3.18

                                                                       EXHIBIT A

                                     BYLAWS

                                    ARTICLE I
                                     OFFICES

          SECTION 1.  REGISTERED OFFICE. The registered office of the
Corporation in the State of Delaware shall be at 1209 Orange Street, City of
Wilmington, County of New Castle. The name of the registered agent in charge
thereof is The Corporation Trust Company.

          SECTION 2.  OTHER OFFICES. The Corporation may also have offices at
other places either within or without the State of Delaware.

                                   ARTICLE II
                     MEETINGS OF STOCKHOLDERS; STOCKHOLDERS'
                           CONSENT IN LIEU OF MEETING

          SECTION 1.  ANNUAL MEETINGS. The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may properly come before the meeting shall be held at such place, date, and hour
as shall be designated in the notice thereof.

          SECTION 2.  SPECIAL MEETINGS. A special meeting of the stockholders
for any purpose or purposes may be called by the Board, the Chairman of the
Board, the President, or the Secretary, to be held at such place, date, and hour
as shall be designated in the notice thereof.

          SECTION 3.  STOCKHOLDERS' CONSENT IN LIEU OF MEETING. Any corporate
action requiring a vote of stockholders may be taken without a meeting if the
holders of a majority of the Common Stock of the Corporation consent thereto in
writing, and the writing or writings are filed with the minutes of the meetings
of stockholders.



                                   ARTICLE III
                               BOARD OF DIRECTORS

          SECTION 1.  GENERAL POWERS. The business, property, and affairs of the
Corporation shall be managed by or under the direction of the Board.

          SECTION 2.  NUMBER AND TERM OF OFFICE. The number of directors which
shall constitute the whole Board shall be fixed from time to time by a vote of a
majority of the whole Board. Each of the directors of the Corporation shall hold
office until the annual meeting next after his or her election and until his or
her successor shall be elected and shall qualify or until his or her earlier
death or resignation or removal in the manner hereinafter provided.

          SECTION 3.  RESIGNATION, REMOVAL, AND VACANCIES. Any director may
resign at any time by giving written notice of his or her resignation to the
Chairman of the Board, the President, or the Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein, or if the time
when it shall become effective shall not be specified therein, then it shall
take effect when accepted by action of the Board. Except as aforesaid, the
acceptance of such resignation shall not be necessary to make it effective.

          A director may be removed, either with or without cause, at any time
by vote of the holders of a majority of the Common Stock.

          In case of any vacancy on the Board or in case of any newly created
directorship, a director to fill the vacancy or the newly created directorship
for the unexpired portion of the term being filled may be elected by a majority
of the directors of the Corporation then in office though less than a quorum.

          SECTION 4.  MEETINGS.

          (A)  ANNUAL MEETINGS. As soon as practicable after each annual
election of directors, the Board shall meet for the purpose of organization and
the transaction of other business.

          (B)  OTHER MEETINGS. Other meetings of the Board shall be held at such
times and places as the Board, the Chairman of the Board, the President; or the
Secretary shall from time to time determine.

                                        2


          (C)  NOTICE OF MEETINGS. The Secretary shall give notice to each
director of each meeting, including the time and place of such meeting. Notice
of each such meeting shall be mailed to each director, addressed to him or her
at his or her residence or usual place of business, at least two days before the
day on which such meeting is to be held, or shall be sent to him or her by
telegraph, cable, wireless, or other form of recorded communication or be
delivered personally or by telephone not later than the day before the day on
which such meeting is to be held. Notice of any meeting shall not be required to
be given to any director who shall attend such meeting. A written waiver of
notice, signed by the person entitled thereto, whether before or after the time
stated therein, shall be deemed equivalent to notice.

          (D)  PLACE OF MEETING. The Board may hold its meetings at such place
or places within or without the State of Delaware as the Board may from time to
time by resolution determine or as shall be designated in the respective notices
or waivers of notice thereof.

          (E)  QUORUM AND MANNER OF ACTING. One third of the directors then in
office (but in no case less than two directors) shall be present in person at
any meeting of the Board in order to constitute a quorum for the transaction of
business at such meeting, and the vote of a majority of those directors present
at any such meeting at which a quorum is present shall be necessary for the
passage of any resolution or act of the Board, except as otherwise expressly
required by law or these Bylaws. In the absence of a quorum for any such
meeting, a majority of the directors present thereat may adjourn such meeting
from time to time until a quorum shall be present thereat. Notice of any
adjourned meeting need not be given.

          (F)  ORGANIZATION AND ORDER OF BUSINESS. At each meeting of the Board,
one of the following shall act as chairman of the meeting and preside thereat,
in the following order of precedence: the Chairman of the Board, the President,
and any director chosen by a majority of the directors present thereat.

          The Secretary, or in the case of his or her absence, any person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of the meeting shall appoint, shall act as secretary
of the meeting and keep the minutes thereof.

          SECTION 5.  UNANIMOUS DIRECTOR CONSENT IN LIEU OF MEETING. Any
corporate action requiring a vote of the Board may be taken without a meeting if
all members of the Board consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board.

                                        3


          SECTION 6.  COMPENSATION. Each director, in consideration of his or
her serving as such, shall be entitled to receive from the Corporation such
amount per annum or such fees for attendance at meetings of the Board or of any
committee, or both, as the Board shall from time to time determine. The Board
may likewise provide that the Corporation shall reimburse each director or
member of a committee for any expenses incurred by him or her on account of his
or her attendance at any such meeting. Nothing contained in this Section shall
be construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

                                   ARTICLE IV
                                   COMMITTEES

          SECTION 1.  COMMITTEES OF DIRECTORS. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees
(including, but not limited to, an Executive Committee), each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in such resolution, shall have and may exercise the
powers of the Board in the management of the business and affairs of the
Corporation and shall have such other duties and functions as shall be provided
in such resolution.

          SECTION 2.  MINUTES OF COMMITTEE MEETINGS. Each committee shall keep
regular minutes of its meetings and report the same to the Board when required.

                                    ARTICLE V
                                    OFFICERS

          SECTION 1.  ELECTION AND APPOINTMENT AND TERM OF OFFICE. The officers
of the Corporation shall be a Chairman of the Board, a President, such number of
Vice Presidents (including any Executive and/or Senior Vice Presidents) as the
Board may determine from time to time, a Treasurer, a Secretary, and a
Controller. Each such officer shall be elected by the Board at its annual
meeting and shall hold office until the next annual meeting of the Board and
until his or her successor shall be elected or until his earlier death or
resignation or removal in the manner hereinafter provided.

          The Board may elect or appoint such other officers (including one or
more Assistant Treasurers, one or more Assistant Secretaries, and one or more
Assistant Controllers) as it deems necessary, who shall have such authority and
shall perform such duties as the Board may prescribe.

          If additional officers are elected or appointed during the year, each
of them shall hold office until the next annual meeting of the Board and until
his successor shall be elected or appointed or until his earlier death or
resignation or removal in the manner hereinafter provided.

                                        4


          SECTION 2.  RESIGNATION, REMOVAL, AND VACANCIES. Any officer may
resign at any time by giving written notice of his or her resignation to the
Chairman of the Board, the President, or the Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein, or if the time
when it shall become effective shall not be specified therein, then it shall
take effect when accepted by action of the Board. Except as aforesaid, the
acceptance of such resignation shall not be necessary to make it effective.

          All officers and agents elected or appointed by the Board shall be
subject to removal at any time by the Board with or without cause.

          A vacancy in any office may be filled for the unexpired portion of the
term in the same manner as provided for election or appointment to such office.

          SECTION 3.  DUTIES AND FUNCTIONS.

          (A)  CHAIRMAN OF THE BOARD. The Chairman of the Board shall, when
present, preside at all meetings of the Board of Directors and at all meetings
of the stockholders and shall have such additional powers and shall perform such
further duties as may, from time to time, be assigned to him or her by the Board
of Directors.

          (B)  THE PRESIDENT. The President shall be the chief operating officer
of the Corporation. He or she shall have general charge of the business and
affairs of the Corporation and shall see that all orders and resolutions of the
Board are carried into effect.

          (C)  VICE PRESIDENT. Each Vice President shall have such powers and
duties as shall be prescribed by the President or the Board.

          (D)  TREASURER. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Corporation.

          (E)  SECRETARY. The Secretary shall keep the records of all meetings
of the stockholders and of the Board. He or she shall affix the seal of the
Corporation on all deeds, contracts, bonds, or other instruments requiring the
corporate seal when the same shall have been signed on behalf of the Corporation
by a duly authorized officer.

          (F)  CONTROLLER. The Controller shall have charge of the accounting
records of the Corporation and shall be responsible for the preparation and
filing of all reports and returns relating to or based upon such accounting
records.

                                        5


                                   ARTICLE VI
                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

          SECTION 1.  EXECUTION OF CONTRACTS. The Board, except as otherwise
provided in these Bylaws, may authorize any officer or officers or other person
or persons to enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation, and such authority may be general or
confined to specific instances, and unless so authorized by the Board or by the
provisions of these Bylaws, no officer or other person shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or to any amount.

          SECTION 2.  LOANS. No loan shall be contracted on behalf of the
Corporation, and no negotiable papers shall be issued in its name, except by
such officer or officers or other person or persons as may be designated by the
Board from time to time. If and to the extent authorized by the Board, the power
to contract loans or issue negotiable papers may be delegated by any such
officer or officers or other person or persons.

          SECTION 3.  CHECKS, DRAFTS, ETC. All checks, drafts, bills of
exchange, and other orders for the payment of money, letters of credit,
acceptances, obligations, notes, and other evidences of indebtedness, bills of
lading, warehouse receipts, and insurance certificates of the Corporation shall
be signed or endorsed by such officer or officers or other person or persons as
may be designated by the Board from time to time. If and to the extent
authorized by the Board, the power to sign or endorse any such instrument may be
delegated by any such officer or officers or other person or persons.

          SECTION 4.  BANK ACCOUNTS. The Board may from time to time authorize
the opening and maintenance of general and special bank and custodial accounts
with such banks, trust companies, and other depositories as it may select.
Rules, regulations, and agreements applicable to such accounts may be made, and
changed from time to time, by the Board, including, but without limitation,
rules, regulations, and agreements with respect to the use of facsimile and
printed signatures. Any of such powers of the Board with respect to bank and
custodial accounts may be delegated by the Board to any officer or officers or
other person or persons as may be designated by the Board, and if and to the
extent authorized by the Board, any such power may be further delegated by any
such officer or officers or other person or persons.

                                        6


          SECTION 5. PROXIES IN RESPECT OF STOCK OR OTHER SECURITIES OF OTHER
CORPORATIONS. The Board shall designate the officers of the Corporation who
shall have authority from time to time to appoint an agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the powers
and rights which the Corporation may have as the holder of stock or other
securities in any other corporation and to vote or consent in respect of such
stock or securities. Such designated officers may instruct the person or persons
so appointed as to the manner of exercising such powers and rights, and such
designated officers may execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal, or otherwise, such
written proxies, powers of attorney, or other instruments as they may deem
necessary or proper in order that the Corporation may exercise such powers and
rights.

                                   ARTICLE VII
                                BOOKS AND RECORDS

          The books and records of the Corporation may be kept at such places
within or without the State of Delaware as the Board, the Chairman of the Board,
the President, or the Secretary may from time to time determine.

                                  ARTICLE VIII
                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              EMPLOYEES, AND AGENTS

          The Corporation may indemnify, in accordance with and to the full
extent permitted by the laws of the State of Delaware as in effect at the time
of the adoption of this Article VIII or as such laws may be amended from time to
time, and shall so indemnify to the full extent required by such laws, any
person (and the heirs and legal representatives of such person) made or
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
by reason of the fact that such person is or was a director, officer, employee,
or agent of the Corporation or any constituent corporation absorbed in a
consolidation or merger, or serves or served as such with another corporation,
partnership, joint venture, trust, or other enterprise at the request of the
Corporation or any such constituent corporation.

                                        7


          Notwithstanding any other provision of this Article VIII or the laws
of the State of Delaware to the contrary, no such person shall be entitled to
indemnification or the advancement of expenses pursuant to this Article VIII
with respect to any action, suit, or proceeding, or part thereof, brought or
made by such person against the Corporation, unless such indemnification or
advancement of expenses (i) is due to such person pursuant to the specific
provisions of any agreement in writing between such person and the Corporation
approved by the Corporation's Board of Directors or (ii) has been approved in
writing in advance of the commencement of such action, suit, or proceeding, or
part thereof, by or at the direction of the Corporation's Board of Directors.
Any indemnification or advancement of expenses pursuant to this Article VIII
shall only be made in the specific case by a separate determination made (i) by
a majority vote of the directors who are not parties to such action, suit, or
proceeding, even though less than a quorum, or (ii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iii) by the Corporation's stockholders, as to entitlement
to advancement of expenses and/or indemnification, as the case may be.

                                   ARTICLE IX
                                      SEAL

          The Board shall provide a corporate seal, which shall be in form of a
circle and shall bear the full name of the Corporation and the words and figures
"Corporate Seal 1999 Delaware."

                                    ARTICLE X
                                   FISCAL YEAR

          The fiscal year of the Corporation shall end at the close of business
on the last Saturday in February and shall, in each case, begin at the opening
of business on the day next succeeding the last day of the preceding fiscal
year.

                                   ARTICLE XI
                                   AMENDMENTS

          These Bylaws may be altered or repealed by the vote of a majority of
the whole Board, subject to the power of the stockholders of the Corporation to
alter or repeal any Bylaw made by the Board.

                                        8

EX-3.19

                                                                    Exhibit 3.19

                                     PAGE 1

                                    DELAWARE

                                 THE FIRST STATE


     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "GENOVESE DRUG STORES, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE ELEVENTH DAY OF JUNE, A.D. 1986, AT
9 O'CLOCK A.M.

     CERTIFICATE OF OWNERSHIP, FILED THE TWELFTH DAY OF SEPTEMBER, A.D. 1986, AT
9 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-FOURTH DAY OF NOVEMBER, A.D.
1992, AT 9 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SEVENTH DAY OF JUNE, A.D. 1995,
AT 9 O'CLOCK A.M.

     RESTATED CERTIFICATE, FILED THE TWENTY-SEVENTH DAY OF JUNE, A.D. 1995, AT
9:05 O'CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE FIRST DAY OF MARCH, A.D. 1999, AT 11:40
O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE ELEVENTH DAY OF
JANUARY, A.D. 2001, AT 12 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID




2093444 8100H

040546842

               [SEAL]              /s/ Harriet Smith Windsor
                                   ---------------------------------------------
                                   Harriet Smith Windsor, Secretary of State
                                     AUTHENTICATION: 3256338

                                               DATE: 07-27-04



                                     PAGE 2

                                    DELAWARE

                                 THE FIRST STATE



CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.




2093444 8100H

040546842

               [SEAL]              /s/ Harriet Smith Windsor
                                   ---------------------------------------------
                                   Harriet Smith Windsor, Secretary of State
                                     AUTHENTICATION: 3256338

                                               DATE: 07-27-04


                                                                       9AM
                                                                     FILED
                                                                 JUN 11 1986

                                                              /s/ [ILLEGIBLE]
                                                              SECRETARY OF STATE

                          CERTIFICATE OF INCORPORATION

                                       OF

                           GENOVESE DRUG STORES, INC.

          The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

          FIRST: The name of the corporation (hereinafter called the
"corporation") is:

                           GENOVESE DRUG STORES, INC.

          SECOND: The address, including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 229 South
State Street, City of Dover, County of Kent; and the name of the registered
agent of the corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.

          THIRD: The purpose for which it is to be formed are as follows, to
wit:

          To manufacture, import, purchase, sell and deal in drugs, medicines,
paints, chemicals, oils, dyestuffs, glassware, toilet articles, fancy goods,
druggists sultries, perfumeries, surgical apparatus, physicians and hospital
supplies and general merchandise.



          To carry on the business of chemists, druggists, dry salters, oil and
colour men; importers and manufacturers of and dealers in pharmaceutical,
medicinal, chemical, industrial and other preparations and articles, compounds,
cements, oils, paints, pigments and varnishes, drugs, dyeware, paint and colour
grinders, makers, and dealers in proprietary articles of all kinds, and of
electrical, chemical, photographical, surgical and scientific apparatus and
materials.

          To manufacture, buy, sell, import, export, trade and deal in all or
any kinds of surgical instruments and appliances and hospital supplies.

          To manufacture, buy, sell, deal in and deal with candy, syrup and
confections of all kinds, and the raw materials from which they are made and
products made therefrom, and all like or kindred products; to manufacture and
prepare for market; to market and sell candy, syrups, confections and kindred
products; and all other articles or products whatsoever used in their
manufacture or composition; to acquire by purchase, manufacture or otherwise,
all materials, supplies and other articles necessary or convenient for use in
connection with and in carrying on the business herein mentioned or any part
thereof.

          To manufacture, prepare for market, store, buy, sell, import, export,
distribute and otherwise deal and trade in cigars, cheroots, cigarettes, smoking
tobacco, chewing tobacco, snuff, and any and all other commodities into which
tobacco enters as a component part, and any and all materials or articles
required for or used or useful in connection with the purposes aforesaid.

          To manufacture, buy, sell, import, export, prepare for market, trade
and deal in rubber sundries for the requirements of dealers in druggists'
specialties and dealers in surgical and dental supplies and accessories.

          To manufacture, buy, sell, import, export, prepare for market, trade
and deal in water bottles, syringes, rubber sponges and druggists' rubber
sundries of any or all kinds, including hospital and nursery articles, wholly or
partly composed of rubber.

                                       -2-


          To carry on the business of manufacturers of and dealers in soaps,
candles, glycerine, perfumes and toilet preparations; to buy, own, use, occupy,
manage, lease and buy, sell, manufacture, refine, import, export, prepare and
deal in all kinds of oils, greases and oleaginous and saponaceous substances;
and all kinds of ungents.

          To purchase, lease or otherwise acquire, work, operate, sell and deal
in mineral lands containing silica, magnesia and other minerals; to construct,
purchase, lease or otherwise acquire, alter, improve, repair, equip, operate,
sell or otherwise dispose of mills and refineries for the production of talc and
other mineral compounds; to manufacture, prepare for market, buy, sell, import,
export, trade and deal in talc for the use and requirements of manufacturers of
paper, mechanical rubber, automobile tires, prepared roofing, soap, chemical
products, electrical works, pharmaceutical and toilet preparations and similar
purposes.

          To carry on the business of manufacturers of and dealers in toilet
preparations of all kinds; to manufacture, buy, sell, import, export, trade and
deal in perfumes, toilet waters, soaps, hair preparations, talcum powder, rice
powder and other face powders, skin foods, face creams, cosmetics and complexion
preparations of various kinds, shaving creams, dentifrices, finger nail pastes,
antiseptic lotions and kindred commodities.

          To borrow money, and from time to time, to make, accept, endorse,
execute and issue bonds, debentures, and promissory notes, bills of exchange and
other obligations of the corporation for moneys borrowed or in payment of
property acquired or for any of the other objects or purposes of the corporation
or its business, and to secure they payment of any such obligations by
mortgages, pledge, deed, indenture, agreement or other instrument of trust, or
by other lien upon assignment of, or agreement in regard to all or any part of
the property, right or privileges of the corporation wherever situated whether
now owned or hereafter to be acquired.

          To take, purchase, exchange, hire, lease or otherwise acquire, and to
hold and own within and without the State of New York and in any part of the
world, to occupy, control, maintain, manage, sell and convey, exchange, lease,
sublease, or otherwise alienate or dispose of and to mortgage or otherwise
acquire and encumber, and to otherwise handle and deal in real estate and real
property, either improved or unimproved, and any interest or right therein.

                                       -3-


          To erect, or cause to be erected, construct or cause to be
constructed; to maintain, improve, rebuild, enlarge, alter, repair, raise and
remove, and to buy, own, use, occupy, manage, lease and control, any and all
kinds of buildings, houses, stores, lofts, offices, warehouses, mills, shops,
factories, hotels, restaurants, apartments, tenements, machinery, plants,
edifices, works and structures of every kind, nature and description.

          To take, purchase, exchange, hire, lease or otherwise acquire, and to
hold and own within and without the State of New York, and in any part of the
world, to occupy, control, maintain, manage, sell and convey, exchange, lease,
sub-lease, or otherwise alienate or dispose of and to mortgage or otherwise
acquire and encumber, and to otherwise handle and deal in real estate and real
property, either improved or unimproved, and any interest or right therein.

          To sell or exchange all or any part of the property, assets, good
will, and undertaking of the company, and to accept in payment or exchange
therefore, the stocks, bonds, or other securities of any other corporation,
either domestic or foreign.

          To manufacture, purchase or otherwise acquire and to sell, and deal in
all kinds of materials, goods, wares and merchandise, which may be required for
any of the purposes of the company's business, or which may seem capable of
being profitably used or dealt in, in connection with such business.

          To enter into, make, perform, and carry on contracts of every kind,
which may be necessary for or incidental to the business of the corporation,
with any person, firm under the government of the United States, or any
territory, district, protectorate, dependency or insular or other possession or
acquisition of the United States, or any other foreign government, so far as,
and to the extent that, the same may be done and performed by a corporation
organized under the Business Corporation Law.

          To purchase or acquire all or any part of the business, good will,
rights, property, and assets of all kinds, and to assume all or any part of the
liabilities of any corporation, association, partnership or person engaged in
any business included in the foregoing purposes and objects.

                                       -4-


          To make, accept, endorse, execute and issue promissory notes, bills of
exchange, bonds, debentures and other obligations from time to time for the
purchase of property of or for any purpose in or about the business of the
company and to set up payment of any such obligations by mortgage, pledge, deed
of trust or otherwise.

          To do all and everything necessary, suitable, useful and proper for
the accomplishment of any of the purposes or the attainment of any of the
objects or the furtherance of any of the powers hereinbefore set forth, and to
do every other act or acts, thing or things incidental to or appurtenant to, or
growing out of, or connected with any of the aforesaid purposes, objects or
powers, or any part or parts thereof and to do such acts or things to the same
extent and as fully as natural persons might or could do in any part of the
world.

          To conduct and transact this business in any and all of its branches
in any of the States, territories, colonies or dependencies of the United
States, in the District of Columbia and in any and all foreign countries; to
have one or more offices therein; to hold, purchase, mortgage and convey real or
personal property without limit as to amount, in any such state, territory,
colony, dependency, district or foreign country, but always subject to the laws
thereof.

          To manufacture, buy, sell, import, export, trade, and deal in
disinfectants and disinfecting appliances, disinfecting machines generally, and
all kinds of disinfecting apparatus and utensils, disinfecting fluids, washes
and dips, sanitary appliances and sanitary material generally, chemicals,
chemical products, oils, fumigating materials, fumigating appliances, soaps,
washes and cleansing materials.

          To purchase and manufacture chemicals, dye-stuffs, ores, compounds,
cements, oils, paints, pigments, varnishes, drugs, dye wares, for its own
account and for account of others, to purchase, manufacture, lease and sell
machinery, tools, trade fixtures and implements of all kinds used in the
chemical trade; and to buy, manufacture and sell any materials required for use
in the chemical trades.

          To manufacture, distill, or otherwise produce, prepare for market,
buy, sell, import, export, trade and deal in all kinds of vegetable and mineral
essential or volatile

                                       -5-


oils for perfumery and liquor manufacturers, flavoring extracts, food coloring,
medical and other purposes, including vegetable essential oils and essences
obtainable from herbs, fruits, flowers, seeds, roots, bark, etc., and mineral
volatile oils obtainable from petroleum products, coal tar products and other
mineral products or by-products.

          To design, manufacture, buy, sell, import, export, trade and deal in
favors and novelties, including favors for parties.

          FOURTH: The Capital Stock of the corporation shall consist of
50,000,000 shares, par value of One ($1.00) Dollar per share, all of which shall
be known as Common Stock. The Common Stock shall be divided into two classes
known as Class A Common Stock and Class B Common Stock.

               (a)   Class A Common Stock shall consist of 30,000,000 shares,
par value One ($1.00) Dollar per share. Every shareholder of the record of Class
A Common Stock shall be entitled to one vote per share in person or by proxy on
each matter submitted to a vote of the shareholders for each share of the Class
A Common Stock held by such holder as of the record date of such meeting.

               (b)   Class B Common Stock shall consist of 20,000,000 shares,
par value One ($1.00) Dollar per share. Every shareholder of the record of Class
B Common Stock shall be entitled to ten votes per share in person or by proxy on
each matter submitted to a vote of the shareholders for each share of the Class
B Common Stock held by such holder as of the record date of such meeting.

               (c)   For the purposes of subparagraph (b) hereof all
shareholders of record as of June 2, 1986 shall have the right for sixty (60)
days from said date to elect to exchange their Common Stock on a one for one
basis for the new Class A or Class B Common Stock of the Company. No additional
Class B Common Stock shall be issued after the expiration of said sixty (60) day
period except under the following conditions:

                 (i) Stock dividends with respect to Class B shares;

                                       -6-


                (ii) Stock splits with respect to Class B shares;

               (iii) To a transferee of any shares of Class B common stock who
                     acquires said shares by gift, devise, or otherwise through
                     the laws of inheritance, descent or distribution from an
                     estate of a grantor or to a trust beneficiary or
                     beneficiaries by a trustee holding such share of common
                     stock for said beneficiary shall be deemed to be the same
                     "beneficial owner" as the transferor;

               (iv)  Shares acquired pursuant to a stock option or other
                     qualified plan of the Company if such grant of options or
                     award to a plan was made prior to June 2, 1986, eventhough
                     such contribution was not made or option exercised until
                     after the sixty (60) day election period.

               (d)   All other shares issued shall be Class A Common Stock.

           FIFTH: No shareholder shall have the right solely by virtue of his
ownership of shares of the corporation of any class to subscribe for, receive or
purchase any of the shares of the corporation of any class now or hereafter
authorized, or any rights or options to purchase such shares, or any securities
convertible into such shares or any pre-emptive rights with respect to any such
shares as defined under the General Corporation Law of the State of Delaware.

           SIXTH: The name and mailing address of the corporation are as
follows:

                  J. A. Kent
                  229 South State Street
                  Dover, Delaware

         SEVENTH: The duration of the corporation shall be perpetual.

          EIGHTH: The number of directors shall be a minimum of three and a
maximum of fifteen. Upon the election of nine directors, the said directors
shall be divided into

                                       -7-


three classes consisting of three directors in each class; the terms of office
of the directors initially classified shall be as follows: the first class shall
expire at the next annual meeting of the shareholders, the second class at the
second succeeding annual meeting and the third class at the third succeeding
annual meeting; at each annual meeting of shareholders after the initial
classification, directors to replace those whose term expires at such annual
meeting shall be elected to hold office until the third succeeding annual
meeting of shareholders.

           NINTH: The corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

           TENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TENTH.

Signed on June 11, 1986.


                                                             /s/ J. A. Kent
                                                         -----------------------
                                                               J. A. Kent
                                                              Incorporator



                                                                      9AM

                                                                     FILED

                                                                   SEP 12 1986

                                                               /s/ [ILLEGIBLE]
                                                              SECRETARY OF STATE

                       CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                           GENOVESE DRUG STORES, INC.

                            (a New York corporation)

                                      into

                           GENOVESE DRUG STORES, INC.

                            (a Delaware corporation)

          It is hereby certified that:

          1.   GENOVESE DRUG STORES, INC. (hereinafter called the "corporation)
is a corporation of the State of New York, the laws of which permit a merger of
a corporation of that jurisdiction with a corporation of another jurisdiction.

          2.   The corporation, as the owner of all the outstanding shares of
each class of the stock of GENOVESE DRUG STORES, INC., hereby merges itself into
GENOVESE DRUG STORES, INC., a corporation of the State of Delaware (hereinafter
called "GDS").

          3.   The following is a copy of the resolutions adopted on the 2nd day
of June, 1986, by the Board of Directors of the corporation to merge the
corporation into GDS:

                    RESOLVED that this corporation be reincorporated in the
               State of Delaware by merging itself into GENOVESE DRUG STORES,
               INC. pursuant to the laws of the State of New York and the State
               of Delaware as hereinafter provided, so that the separate
               existence of this corporation and GDS will become a single
               corporation, which shall continue to exist under, and be governed
               by, the laws of the State of Delaware.



                    RESOLVED that the terms and conditions of the proposed
               merger are as follows:

                    (a)  From and after the effective time of the merger, all of
               the estate, property, rights, privileges, powers, and franchises
               of this corporation shall become vested in and be held by GDS as
               fully and entirely and without change or dimunition as the same
               were before held and enjoyed by this corporation, and GDS shall
               assume all of the obligations of this corporation.

                    (b)  No pro rata issuance of the shares of stock of GDS
               which are owned by this corporation immediately prior to the
               effective time of the merger shall be made, and such shares shall
               be surrendered and extinguished.

                    (c)  Each share of common stock, par value $1.00 per share
               of this corporation which shall be issued and outstanding
               immediately prior to the effective time of the merger shall be
               converted into the Class A or Class B Common Stock, $1.00 par
               value of GDS, the Delaware corporation. Shareholders of the
               corporation shall have 60 days from the effective time of the
               merger to elect to receive Class A or Class B Common Stock. If no
               election is made by a shareholder prior to the expiration of the
               60 day period, Class A Common Stock shall be issued to said
               shareholders. From and after the effective time of the merger,
               the holders of all said issued and outstanding stock of this
               corporation shall automatically be and become holders of the
               shares of the Delaware corporation upon the basis above
               specified, whether or not certificates

                                       -2-


               representing said shares are then issued and delivered. Each
               share of common stock, par value $1.00 per share, of the
               corporation which shall be issued and held as treasury shares
               immediately prior to the effective term of the merger shall be
               converted into one share of the Class B Common Stock, par value
               $1.00 per share and shall be held in the treasury of the Delaware
               corporation until sooner disposed of.

                    (d) After the effective time of the merger, each holder of
               record of any outstanding certificate or certificates theretofore
               representing common stock of this corporation may surrender to
               the Delaware corporation's transfer agent, American Stock
               Transfer Company, at its office at 99 Wall Street, New York, New
               York 10005, and such holder shall be entitled upon such surrender
               to receive in exchange therefor a certificate or certificates
               representing an equal number of shares of Class A or B Common
               Stock of the Delaware corporation. Until so surrendered, each
               outstanding certificate which prior to the effective time of the
               merger represented one or more shares of common stock of this
               corporation shall be deemed for all corporate purposes to
               evidence ownership of an equal number of shares of common stock
               of the Delaware corporation.

                    (e)  From and after the effective time of the merger, the
               Certificate of Incorporation and the By-Laws of GDS shall be the
               Certificate of Incorporation and the By-Laws of GDS as in effect
               immediately prior to such effective time.

                                       -3-


                    (f)  The members of the Board of Directors and officers of
               GDS shall be the members of the Board of Directors and the
               corresponding officers of GDS immediately before the effective
               time of the merger.

                    (g) From and after the effective time of the merger, the
               assets and liabilities of this corporation and of GDS shall be
               entered on the books of GDS at the amounts at which they shall be
               carried at such time on the respective books of this corporation
               and of GDS, subject to such inter-corporate adjustments or
               eliminations, if any, as may be required to give effect to the
               merger; and, subject to such action as may be taken by the Board
               of Directors of GDS, in accordance with generally accepted
               accounting principles, the capital and surplus of GDS shall be
               equal to the capital and surplus of this corporation and of GDS.

                    RESOLVED that these resolutions to merge be submitted to the
               stockholders entitled to vote of this corporation at a meeting to
               be called and held after twenty days' notice of the time, place
               and purpose thereof mailed to each holder of the outstanding
               shares of stock entitled to vote of this corporation at his
               address as it appears on the records of this corporation or
               pursuant to a written waiver of such notice signed by all of the
               persons entitled to vote of this corporation or pursuant to a
               written waiver of such notice signed by all of the persons
               entitled thereto, unless the holders of all of the outstanding
               shares of stock entitled to vote of this corporation shall
               dispense with the holding of a

                                       -4-


               meeting and shall act in writing without a meeting; and, in the
               event that the holders of at least a majority of the outstanding
               stock entitled to vote of this corporation shall vote for the
               approval of the merger at a meeting, or, in the event that the
               holders of all of the outstanding stock entitled to vote of this
               corporation shall dispense with a meeting and shall consent in
               writing signed by them for the approval of the proposed merger,
               the proposed merger shall be deemed to be approved.

                    RESOLVED that, in the event the proposed merger shall not be
               terminated, the proper officers of this corporation be and they
               hereby are authorized and directed to make and execute, under the
               corporate seal of this corporation, a Certificate of Ownership
               and Merger setting forth a copy of these resolutions to merge
               itself into the Delaware corporation and the date of adoption
               thereof, and to cause the same to be filed and recorded as
               provided by law, and to do all acts and things whatsoever, within
               the States of Delaware and New York and in any other appropriate
               jurisdiction, necessary or proper to effect this merger.

Signed and sealed this 29 day of August, 1986.

[SEAL]

                                                      /s/ Patrick R. Edwards
                                                      --------------------------
                                                      PATRICK R. EDWARDS
                                                      President of GENOVESE DRUG
                                                      STORES, INC., a New York
                                                      Corporation


ATTEST                                                /s/ Donald W. Gross
                                                      --------------------------
                                                      DONALD W. GROSS
                                                      SECRETARY



STATE OF NEW YORK  )
                   :ss
COUNTY OF SUFFOLK  }

          On this 29 day of August, 1986, before me came PATRICK R. EDWARDS,
President of GENOVESE DRUG STORES, INC., a New York Corporation who duly signed
the foregoing instrument before me and acknowledges that such instrument as
executed is the act and deed of said Corporation, that his signing is his act
and deed and that the facts stated therein are true.


                                                      /s/ Elvira C. Vaccaro
                                                      ---------------------
                                                         NOTARY PUBLIC
                                                        ELVIRA C. VACCARO
                                               NOTARY PUBLIC, STATE OF NEW YORK,
                                                          NO. 4761478
                                                  QUALIFIED IN SUFFOLK COUNTY
                                                       TERM EXPIRES 9/30/88

Signed and sealed this     day of August, 1986.

[SEAL]

                                                      /s/  Patrick R. Edwards
                                                      --------------------------
                                                      PATRICK R. EDWARDS
                                                      President of GENOVESE DRUG
                                                      STORES, INC., a Delaware
                                                      Corporation


ATTEST                                                /s/ Donald W. Gross
                                                      --------------------------
                                                      DONALD W. GROSS
                                                      Secretary

STATE OF NEW YORK  )
                   :ss
COUNTY OF SUFFOLK  )

          On this 29 day of August, 1986, before me came PATRICK R. EDWARDS,
President of GENOVESE DRUG STORES, INC., a Delaware Corporation who duly signed
the foregoing instrument before me and acknowledges that such instrument as
executed is the act and deed of said Corporation, that his signing is his act
and deed and that the facts stated therein are true.


                                                      /s/ Elvira C. Vaccaro
                                                      ---------------------
                                                         NOTARY PUBLIC
                                                        ELVIRA C. VACCARO
                                                NOTARY PUBLIC, STATE OF NEW YORK
                                                            NO. 4761478
                                                  QUALIFIED IN SUFFOLK COUNTY
                                                       TERM EXPIRES 9/30/88



                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 06/27/1995
                                                           950144458 - 2093444


            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                       OF

                           GENOVESE DRUG STORES, INC.

It is hereby certified that:

     1. The name of the corporation (hereinafter called the "Corporation") is
Genovese Drug Stores, Inc.

     2. The Certificate of Incorporation of the Corporation is hereby amended as
follows:

          (a)  The introduction to and subparagraph (a) of Article Fourth of
          the Certificate of Incorporation is amended and restated to read as
          follows:

               FOURTH: The Capital Stock of the Corporation shall consist of
          32,000,000 shares, par value $1.00 per share, all of which shall be
          known as Common Stock. The Common Stock shall be divided into two
          classes known as Class A Common Stock and Class B Common Stock.

               (a) Class A Common Stock shall consist of 20,000,000 shares, par
          value $1.00 per share. Every stockholder of record of Class A Common
          Stock shall be entitled to one vote per share in person or by proxy on
          each matter submitted to a vote of the stockholders for each share of
          the Class A Common Stock held by such holder as of the record date of
          such meeting.

          (b)  Article Third of the Certificate of Incorporation is amended
          and restated to read in its entirety as follows:

               THIRD: The purpose for which the Corporation is formed is to
          engage in any lawful act or activity for which corporations may be
          organized under the General Corporation Law of the State of Delaware.

          (c)  A new Article Eleventh is added to the Certificate of
          Incorporation, which Article shall read in its entirety as follows:

               ELEVENTH: In furtherance and not in limitation of the rights,
          powers, privileges and discretionary authority granted or conferred by
          the General Corporation Law of the State of Delaware or other statutes
          or laws of the State of Delaware, the Board of Directors is expressly
          authorized to adopt, amend, or repeal the by-laws of the Corporation,
          without any action on the part of the stockholders of the Corporation,
          but the stockholders may make additional by-laws and may alter, amend
          or repeal any by-law whether adopted by them or otherwise.



          (d) The following paragraph is added to the end of subparagraph (c) of
          Article Fourth of the Certificate of Incorporation:

               For the purposes of subsection (i) of this subparagraph (c),
          dividends in respect of the Class B Common Stock may be paid in shares
          of Class A Common Stock, shares of Class B Common Stock or any other
          cash, property of other securities of the Corporation in accordance
          with applicable law.

          (e)  A new Article Twelfth is added to the Certificate of
          Incorporation, which Article shall read in its entirety as follows:

               TWELFTH: To the full extent permitted by the General Corporation
          Law of the State of Delaware or any other applicable laws presently or
          hereafter in effect, no director of the corporation shall be
          personally liable to the Corporation or its stockholders for or with
          respect to any acts or omissions in the performance of his or her
          duties as a director of the Corporation. Any repeal or modification of
          this Article shall not adversely affect any right or protection of a
          director of the Corporation existing immediately prior to such repeal
          or modification.

          (f)  Article Ninth of the Certificate of Incorporation is amended
          and restated to read in its entirety as follows:

               NINTH: Each person who is or was or who has agreed to become a
          director or officer of the Corporation, or each such person who is or
          was serving or who had agreed to serve at the request of the Board of
          Directors or an officer of the Corporation as an employee or agent of
          the Corporation or as a director, officer, employee or agent of
          another corporation, partnership, joint venture, trust or other
          enterprise (including the heirs, executors, administrators or estate
          of such person), shall be indemnified by the Corporation to the full
          extent permitted by the General Corporation Law of the State of
          Delaware or any other applicable laws as presently or hereafter in
          effect. The Corporation will advance expenses for any director,
          officer, employee or agent's defense prior to a final disposition of a
          claim provided such party executes an undertaking to repay advances
          from the Corporation if it is ultimately determined that such party is
          not entitled to indemnity. Without limiting the generality or the
          effect of the foregoing, the Corporation may enter into one or more
          agreements with any person which provide for indemnification different
          than that provided in this Article. Any repeal or modification of this
          Article shall not adversely affect any right or protection existing
          hereunder immediately prior to such repeal or modification.

                                       -2-


          (g)  The following changes are made to the Certificate of
          Incorporation:

               (i)    Article Second of the Certificate of Incorporation is
          amended and restated to read in its entirety as follows:

               SECOND: The address, including street, number, city and county,
          of the registered office of the Corporation in the State of Delaware
          is 32 Loockerman Square, Suite L-100, Dover, Delaware 19904, and the
          name of the registered agent of the Corporation in the State of
          Delaware at such address is The Prentice-Hall Corporation Systems,
          Inc.

               (ii)   Subparagraph (c)(iv) of Article Fourth of the Certificate
          of Incorporation, which refers to shares of Class B Common Stock
          issuable pursuant to pre-1986 option grants and plan awards, is
          deleted in its entirety.

               (iii)  Article Fifth of the Certificate of Incorporation, which
          denies preemptive rights to stockholders of the Corporation, is
          deleted in its entirety, and the remaining Articles of the Certificate
          of Incorporation shall be renumbered accordingly.

               (iv)   Article Seventh of the Certificate of Incorporation of the
          Corporation, regarding the duration of the Corporation, is deleted in
          its entirety, and the remaining Articles of the Certificate of
          Incorporation shall be renumbered accordingly.

          3. The amendments of the Certificate of Incorporation herein certified
have been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

Signed on June 23, 1995.

                                              /s/ Gene L. Wexler
                                              ----------------------------------
                                              Gene L. Wexler
                                              Vice President and General Counsel

                                       -3-


                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 11/24/1992
                                                         752329057 - 2093444

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                        CERTIFICATE OF THE INCORPORATION

                                       OF

                           GENOVESE DRUG STORES, INC.

          Under the General Business Law of the State of Delaware.

          We the undersigned, President and Secretary of the Corporation, hereby
certify:

          1. The name of the Corporation is Genovese Drug Stores, Inc.

          2. The Certificate of Incorporation was filed with the Secretary of
State in June 11, 1986.

          3. The Certificate of Incorporation is hereby amended reducing the
authorized capital of the Class A and Class B shares:

          FOURTH: The Capital Stock of the corporation shall consist of
24,000,000 shares, par value of One ($1.00) Dollar per share, all of which shall
be known as Common Stock. The Common Stock shall be divided into two classes
known as Class A Common Stock and Class B Common Stock.

               (a)  Class A Common Stock shall consist of 12,000,000 shares, par
value One ($1.00) Dollar per share. Every shareholder of the record of Class A
Common Stock shall be entitled to one vote per share in person or by proxy on
each matter submitted to a vote of the shareholders for each share of the Class
A Common Stock held by such holder as of the record date of such meeting.



               (b)  Class B Common Stock shall consist of 12,000,000 shares, par
value One ($1.00) Dollar per share. Every shareholder of the record of Class B
Common Stock shall be entitled to ten votes per share in person or by proxy on
each matter submitted to a vote of the shareholders for each share of the Class
B Common Stock held by such holder as of the record date of such meeting.

               (c)  For the purposes of subparagraph (b) hereof all shareholders
of record as of June 2, 1986 shall have the right for sixty (60) days from said
date to elect to exchange their Common Stock on a one-for-one basis for the new
Class A or Class B Common Stock of the Company. No additional Class B Common
Stock shall be issued after the expiration of said sixty(60) day period except
under the following conditions:

                (i) Stock dividends with respect to Class B shares;

               (ii) Stock splits with respect to Class B shares;

              (iii) To a transferee of any shares of Class B common stock who
                    acquires said shares by gift, devise, or otherwise through
                    the laws of inheritance, descent or distribution from an
                    estate of a grantor or to a trust beneficiary or
                    beneficiaries by a trustee holding such share of common
                    stock for said beneficiary shall be deemed to be the same
                    "beneficial owner" as the transferor;

               (iv) Shares acquired pursuant to a stock option or other
                    qualified plan of the Company if such grant of options or
                    award to a plan was made prior to June 2, 1986, even though
                    such contribution was not made or option exercised until
                    after the sixty (60) day election period.

                (d) All other shares issued shall be Class A Common Stock.



          4.   The foregoing amendment of the Certificate of Incorporation were
authorized by a vote of the holders of at least two thirds of all outstanding
votes entitled to be cast thereon, at a duly called meeting of the shareholders
on June 9, 1992.


                                                           /s/ Leonard Genovese
                                                          ----------------------
                                                             LEONARD GENOVESE
                                                          President and Chairman
                                                              of the Board

SEAL


ATTEST: /s/ Donald  W. Gross
       ---------------------
          DONALD  W. GROSS
             SECRETARY



                                                            STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:05 AM 06/27/1995
                                                          950144460 - 2093444

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                           GENOVESE DRUG STORES, INC.

          The date of filing of the original Certificate of Incorporation of
Genovese Drug Stores, Inc. with the Secretary of State of the State of Delaware
was June 11, 1986. This Restated Certificate of Incorporation has been duly
adopted in accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware. This Restated Certificate of
Incorporation only restates and integrates and does not further amend the
provisions of the corporation's Certificate of Incorporation as heretofore
amended, and there is no discrepancy between those provisions and the provisions
of this Restated Certificate of Incorporation.

          It is hereby certified that:

          FIRST: The name of the corporation (hereinafter called the
"corporation") is:

                           GENOVESE DRUG STORES, INC.

          SECOND: The address, including street, number, city and county, of the
registered office of the corporation in the State of Delaware is 32 Loockerman
Square, Suite L-100, Dover, Delaware 19904, and the name of the registered agent
of the corporation in the State of Delaware at such address is The Prentice-Hall
Corporation Systems, Inc.

          THIRD: The purpose for which the corporation is formed is to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.

          FOURTH: The Capital Stock of the corporation shall consist of
32,000,000 shares, par value $1.00 per share, all of which shall be known as
Common Stock, The Common Stock shall be divided into two classes known as Class
A Common Stock and Class B Common Stock.

          (a) Class A Common Stock shall consist of 20,000,000 shares, par value
          $1.00 per share. Every stockholder of record of Class A Common Stock
          shall be entitled to one vote per share in person or by proxy on each
          matter submitted to a vote of the stockholders for each share of the
          Class A Common Stock held by such holder as of the record date of such
          meeting.

          (b) Class B Common Stock shall consist of 12,000,000 shares, par value
          $1.00 per share. Every shareholder of record of Class B Common Stock
          shall be entitled to ten votes per share in person or by proxy on each
          matter submitted to a vote of the shareholders for each share of the
          Class B Common Stock held by such holder as of



          the record date of such meeting.

          (c) No additional Class B Common Stock shall be issued except under
          the following conditions:

               (i)   Stock dividends with respect to Class B shares;

               (ii)  Stock splits with respect to Class B shares;

               (iii) To a transferee of any shares of Class B Common Stock who
                     acquires said shares by gift, devise, or otherwise through
                     the laws of inheritance, descent or distribution from an
                     estate of a grantor or to a trust beneficiary or
                     beneficiaries by a trustee holding such share of Common
                     Stock for said beneficiary shall be deemed to be the same
                     "beneficial owner" as the transferor;

          For the purposes of subsection (i) of this subparagraph (c), dividends
          in respect of the Class B Common Stock may be paid in shares of Class
          A Common Stock, shares of Class B Common Stock or any other cash,
          property or other securities of the corporation in accordance with
          applicable law.

          (d) All other shares issued shall be Class A Common Stock.

          FIFTH: The number of directors shall be a minimum of three and a
maximum of fifteen. Upon the election of nine directors, the said directors
shall be divided into three classes consisting of three directors in each class;
the terms of office of the directors initially classified shall be as follows:
the first class shall expire at the next annual meeting of the shareholders, the
second class at the second succeeding annual meeting and the third class at the
third succeeding annual meeting; at each annual meeting of shareholders after
the initial classification, directors to replace those whose terms expire at
such annual meeting shall be elected to hold office until the third succeeding
annual meeting of shareholders.

          SIXTH: Each person who is or was or has agreed to become a director or
officer of the corporation, or each such person who is or was serving or who had
agreed to serve at the request of the Board of Directors or an officer of the
corporation as an employee or agent of the corporation or as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), shall be indemnified by the corporation to the full
extent permitted by the General Corporation Law of the State of Delaware or any
other applicable laws as presently or hereafter in effect. The corporation will
advance expenses for any director, officer, employee or agent's defense prior to
a final disposition of a claim provided such party executes an undertaking to
repay advances from the corporation if it is ultimately determined that such
party is not entitled to indemnity. Without limiting the generality or effect of
the foregoing, the corporation may enter into one or more agreements

                                       -2-


with any person which provide for indemnification different than that provided
in this Article. Any repeal or modification of this Article shall not adversely
affect any right or protection existing hereunder immediately prior to such
repeal or modification.

          SEVENTH: From time to time any of the provisions of this certificate
of incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article SEVENTH.

          EIGHTH: In furtherance and not in limitation of the rights, powers,
privileges, and discretionary authority granted or conferred by the General
Corporation Law of the State of Delaware or other statutes or laws of the State
of Delaware, the Board of Directors is expressly authorized to adopt, amend or
repeal the by-laws of the corporation, without any action on the part of the
stockholders of the corporation, but the stockholders may make additional
by-laws and may alter, amend, or repeal any by-law whether adopted by them or
otherwise.

          NINTH: To the full extent permitted by the General Corporation Law of
the State of Delaware or any other applicable laws presently or hereafter in
effect, no director of the corporation shall be personally liable to the
corporation or its stockholders for or with respect to any acts or omissions in
the performance of his or her duties as a director of the corporation. Any
repeal or modification of this Article shall not adversely affect any right or
protection of a director of the corporation existing immediately prior to such
repeal or modification.


Signed on June 23, 1995.


                                                /s/ Gene L. Wexler
                                                --------------------------------
                                                Gene L. Wexler
                                                Vice President, General Counsel,
                                                and Assistant Secretary

                                       -3-


                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 11:40 AM 03/01/1999
                                                           991077132 - 2093444

                              CERTIFICATE OF MERGER

                                     MERGING

                            LEGACY ACQUISITION CORP.

                                  WITH AND INTO

                           GENOVESE DRUG STORES, INC.

                         (Pursuant to Section 251 of the
                General Corporation Law of the State of Delaware)

          Genovese Drug Stores, Inc., a Delaware corporation (the
"Corporation"), for the purpose of merging Legacy Acquisition Corp., a Delaware
corporation ("Legacy"), with and into the Corporation (the "Merger"), does
hereby certify as follows:

          FIRST:    Genovese Drug Stores, Inc., a Delaware corporation, and
Legacy Acquisition Corp., a Delaware corporation, are the constituent
corporations of the Merger.

          SECOND:   An Agreement and Plan of Merger dated as of November 23,
1998 (the "Merger Agreement") relating to the Merger has been approved, adopted,
certified, executed and acknowledged by each of the Corporation and Legacy in
accordance with Section 251(c) of the General Corporation Law of the Slate of
Delaware and by written consent of the sole stockholder of Legacy in accordance
with Section 228(a) of the General Corporation Law of the State of Delaware.

          THIRD:    The name of the surviving corporation of the Merger is
Genovese Drug Stores, Inc.

          FOURTH:   The Restated Certificate of Incorporation of the Corporation
as in effect immediately prior to the Merger shall be amended and restated in
its entirety (the "Restated Certificate of Incorporation") as attached hereto as
EXHIBIT A, and such Restated Certificate of Incorporation shall be the Restated
Certificate of Incorporation of the surviving corporation.

          FIFTH:    The fully executed Merger Agreement is on file at the
principal place of business of the Corporation at 80 Marcus Drive, Melville,
New York 11747.

          SIXTH:    A copy of the fully executed Merger Agreement will be
furnished by the Corporation, as the surviving corporation pursuant to the
Merger, on request and without cost, to any stockholder of the Corporation or
Legacy.

EX-3.20

                                                                    Exhibit 3.20

                                                                       EXHIBIT A

                                     BYLAWS

                                    ARTICLE I
                                     OFFICES

          SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
in the State of Delaware shall be at 1209 Orange Street, City of Wilmington,
County of New Castle. The name of the registered agent in charge thereof is The
Corporation Trust Company.

          SECTION 2. OTHER OFFICES. The Corporation may also have offices at
other places either within or without the State of Delaware.

                                   ARTICLE II
                     MEETINGS OF STOCKHOLDERS; STOCKHOLDERS'
                           CONSENT IN LIEU OF MEETING

          SECTION 1. ANNUAL MEETINGS. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, date, and hour as
shall be designated in the notice thereof.

          SECTION 2. SPECIAL MEETINGS. A special meeting of the stockholders for
any purpose or purposes may be called by the Board, the Chairman of the Board,
the President, or the Secretary, to be held at such place, date, and hour as
shall be designated in the notice thereof.

          SECTION 3. STOCKHOLDERS' CONSENT IN LIEU OF MEETING. Any corporate
action requiring a vote of stockholders may be taken without a meeting if the
holders of a majority of the Common Stock of the Corporation consent thereto in
writing, and the writing or writings are filed with the minutes of the meetings
of stockholders.



                                   ARTICLE III
                               BOARD OF DIRECTORS

          SECTION 1. GENERAL POWERS. The business, property, and affairs of the
Corporation shall be managed by or under the direction of the Board.

          SECTION 2. NUMBER AND TERM OF OFFICE. The number of directors which
shall constitute the whole Board shall be fixed from time to time by a vote of a
majority of the whole Board. Each of the directors of the Corporation shall hold
office until the annual meeting next after his or her election and until his or
her successor shall be elected and shall qualify or until his or her earlier
death or resignation or removal in the manner hereinafter provided.

          SECTION 3. RESIGNATION, REMOVAL, AND VACANCIES. Any director may
resign at any time by giving written notice of his or her resignation to the
Chairman of the Board, the President, or the Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein, or if the time
when it shall become effective shall not be specified therein, then it shall
take effect when accepted by action of the Board. Except as aforesaid, the
acceptance of such resignation shall not be necessary to make it effective.

          A director may be removed, either with or without cause, at any time
by vote of the holders of a majority of the Common Stock.

          In case of any vacancy on the Board or in case of any newly created
directorship, a director to fill the vacancy or the newly created directorship
for the unexpired portion of the term being filled may be elected by a majority
of the directors of the Corporation then in office though less than a quorum.

          SECTION 4. MEETINGS.

          (A) ANNUAL MEETINGS. As soon as practicable after each annual election
of directors, the Board shall meet for the purpose of organization and the
transaction of other business.

          (B) OTHER MEETINGS. Other meetings of the Board shall be held at such
times and places as the Board, the Chairman of the Board, the President, or the
Secretary shall from time to time determine.

                                        2


          (C) NOTICE OF MEETINGS. The Secretary shall give notice to each
director of each meeting, including the time and place of such meeting. Notice
of each such meeting shall be mailed to each director, addressed to him or her
at his or her residence or usual place of business, at least two days before the
day on which such meeting is to be held, or shall be sent to him or her by
telegraph, cable, wireless, or other form of recorded communication or be
delivered personally or by telephone not later than the day before the day on
which such meeting is to be held. Notice of any meeting shall not be required to
be given to any director who shall attend such meeting. A written waiver of
notice, signed by the person entitled thereto, whether before or after the time
stated therein, shall be deemed equivalent to notice.

          (D) PLACE OF MEETING. The Board may hold its meetings at such place or
places within or without the State of Delaware as the Board may from time to
time by resolution determine or as shall be designated in the respective notices
or waivers of notice thereof.

          (E) QUORUM AND MANNER OF ACTING. One third of the directors then in
office (but in no case less than two directors) shall be present in person at
any meeting of the Board in order to constitute a quorum for the transaction of
business at such meeting, and the vote of a majority of those directors present
at any such meeting at which a quorum is present shall be necessary for the
passage of any resolution or act of the Board, except as otherwise expressly
required by law or these Bylaws. In the absence of a quorum for any such
meeting, a majority of the directors present thereat may adjourn such meeting
from time to time until a quorum shall be present thereat. Notice of any
adjourned meeting need not be given.

          (F) ORGANIZATION AND ORDER OF BUSINESS. At each meeting of the Board,
one of the following shall act as chairman of the meeting and preside thereat,
in the following order of precedence: the Chairman of the Board, the President,
and any director chosen by a majority of the directors present thereat.

          The Secretary, or in the case of his or her absence, any person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of the meeting shall appoint, shall act as secretary
of the meeting and keep the minutes thereof.

          SECTION 5. UNANIMOUS DIRECTOR CONSENT IN LIEU OF MEETING. Any
corporate action requiring a "vote of the Board may be taken without a meeting
if all members of the Board consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board.

                                        3


          SECTION 6. COMPENSATION. Each director, in consideration of his or her
serving as such, shall be entitled to receive from the Corporation such amount
per annum or such fees for attendance at meetings of the Board or of any
committee, or both, as the Board shall from time to time determine. The Board
may likewise provide that the Corporation shall reimburse each director or
member of a committee for any expenses incurred by him or her on account of his
or her attendance at any such meeting. Nothing contained in this Section shall
be construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

                                   ARTICLE IV
                                   COMMITTEES

          SECTION 1. COMMITTEES OF DIRECTORS. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees
(including, but not limited to, an Executive Committee), each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in such resolution, shall have and may exercise the
powers of the Board in the management of the business and affairs of the
Corporation and shall have such other duties and functions as shall be provided
in such resolution.

          SECTION 2. MINUTES OF COMMITTEE MEETINGS. Each committee shall keep
regular minutes of its meetings and report the same to the Board when required.

                                    ARTICLE V
                                    OFFICERS

          SECTION 1. ELECTION AND APPOINTMENT AND TERM OF OFFICE. The officers
of the Corporation shall be a Chairman of the Board, a President, such number of
Vice Presidents (including any Executive and/or Senior Vice Presidents) as the
Board may determine from time to time, a Treasurer, a Secretary, and a
Controller. Each such officer shall be elected by the Board at its annual
meeting and shall hold office until the next annual meeting of the Board and
until his or her successor shall be elected or until his earlier death or
resignation or removal in the manner hereinafter provided.

          The Board may elect or appoint such other officers (including one or
more Assistant Treasurers, one or more Assistant Secretaries, and one or more
Assistant Controllers) as it deems necessary, who shall have such authority and
shall perform such duties as the Board may prescribe.

          If additional officers are elected or appointed during the year, each
of them shall hold office until the next annual meeting of the Board and until
his successor shall be elected or appointed or until his earlier death or
resignation or removal in the manner hereinafter provided.

                                        4


          SECTION 2. RESIGNATION, REMOVAL, AND VACANCIES. Any officer may resign
at any time by giving written notice of his or her resignation to the Chairman
of the Board, the President, or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein, or if the time when
it shall become effective shall not be specified therein, then it shall take
effect when accepted by action of the Board. Except as aforesaid, the acceptance
of such resignation shall not be necessary to make it effective.

          All officers and agents elected or appointed by the Board shall be
subject to removal at any time by the Board with or without cause.

          A vacancy in any office may be filled for the unexpired portion of the
term in the same manner as provided for election or appointment to such office.

          SECTION 3. DUTIES AND FUNCTIONS.

          (A) CHAIRMAN OF THE BOARD. The Chairman of the Board shall, when
present, preside at all meetings of the Board of Directors and at all meetings
of the stockholders and shall have such additional powers and shall perform such
further duties as may, from time to time, be assigned to him or her by the Board
of Directors.

          (B) THE PRESIDENT. The President shall be the chief operating officer
of the Corporation. He or she shall have general charge of the business and
affairs of the Corporation and shall see that all orders and resolutions of the
Board are carried into effect.

          (C) VICE PRESIDENT. Each Vice President shall have such powers and
duties as shall be prescribed by the President or the Board.

          (D) TREASURER. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Corporation.

          (E) SECRETARY. The Secretary shall keep the records of all meetings of
the stockholders and of the Board. He or she shall affix the seal of the
Corporation on all deeds, contracts, bonds, or other instruments requiring the
corporate seal when the same shall have been signed on behalf of the Corporation
by a duly authorized officer.

          (F) CONTROLLER. The Controller shall have charge of the accounting
records of the Corporation and shall be responsible for the preparation and
filing of all reports and returns relating to or based upon such accounting
records.

                                        5


                                   ARTICLE VI
                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

          SECTION 1. EXECUTION OF CONTRACTS. The Board, except as otherwise
provided in these Bylaws, may authorize any officer or officers or other person
or persons to enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation, and such authority may be general or
confined to specific instances, and unless so authorized by the Board or by the
provisions of these Bylaws, no officer or other person shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or to any amount.

          SECTION 2. LOANS. No loan shall be contracted on behalf of the
Corporation, and no negotiable papers shall be issued in its name, except by
such officer or officers or other person or persons as may be designated by the
Board from time to time. If and to the extent authorized by the Board, the power
to contract loans or issue negotiable papers may be delegated by any such
officer or officers or other person or persons.

          SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, bills of exchange,
and other orders for the payment of money, letters of credit, acceptances,
obligations, notes, and other evidences of indebtedness, bills of lading,
warehouse receipts, and insurance certificates of the Corporation shall be
signed or endorsed by such officer or officers or other person or persons as may
be designated by the Board from time to time. If and to the extent authorized by
the Board, the power to sign or endorse any such instrument may be delegated by
any such officer or officers or other person or persons.

          SECTION 4. BANK ACCOUNTS. The Board may from time to time authorize
the opening and maintenance of general and special bank and custodial accounts
with such banks, trust companies, and other depositories as it may select.
Rules, regulations, and agreements applicable to such accounts may be made, and
changed from time to time, by the Board, including, but without limitation,
rules, regulations, and agreements with respect to the use of facsimile and
printed signatures. Any of such powers of the Board with respect to bank and
custodial accounts may be delegated by the Board to any officer or officers or
other person or persons as may be designated by the Board, and if and to the
extent authorized by the Board, any such power may be further delegated by any
such officer or officers or other person or persons.

                                        6


          SECTION 5. PROXIES IN RESPECT OF STOCK OR OTHER SECURITIES OF OTHER
CORPORATIONS. The Board shall designate the officers of the Corporation who
shall have authority from time to time to appoint an agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the powers
and rights which the Corporation may have as the holder of stock or other
securities in any other corporation and to vote or consent in respect of such
stock or securities. Such designated officers may instruct the person or persons
so appointed as to the manner of exercising such powers and rights, and such
designated officers may execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal, or otherwise, such
written proxies, powers of attorney, or other instruments as they may deem
necessary or proper in order that the Corporation may exercise such powers and
rights.

                                   ARTICLE VII
                                BOOKS AND RECORDS

          The books and records of the Corporation may be kept at such places
within or without the State of Delaware as the Board, the Chairman of the Board,
the President, or the Secretary may from time to time determine.

                                  ARTICLE VIII
                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              EMPLOYEES, AND AGENTS

          The Corporation may indemnify, in accordance with and to the full
extent permitted by the laws of the State of Delaware as in effect at the time
of the adoption of this Article VIII or as such laws may be amended from time to
time, and shall so indemnify to the full extent required by such laws, any
person (and the heirs and legal representatives of such person) made or
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
by reason of the fact that such person is or was a director, officer, employee,
or agent of the Corporation or any constituent corporation absorbed in a
consolidation or merger, or serves or served as such with another corporation,
partnership, joint venture, trust, or other enterprise at the request of the
Corporation or any such constituent corporation.

                                        7


          Notwithstanding any other provision of this Article VIII or the laws
of the State of Delaware to the contrary, no such person shall be entitled to
indemnification or the advancement of expenses pursuant to this Article VIII
with respect to any action, suit, or proceeding, or part thereof, brought or
made by such person against the Corporation, unless such indemnification or
advancement of expenses (i) is due to such person pursuant to the specific
provisions of any agreement in writing between such person and the Corporation
approved by the Corporation's Board of Directors or (ii) has been approved in
writing in advance of the commencement of such action, suit, or proceeding, or
part thereof, by or at the direction of the Corporation's Board of Directors.
Any indemnification or advancement of expenses pursuant to this Article VIII
shall only be made in the specific case by a separate determination made (i) by
a majority vote of the directors who are not parties to such action, suit, or
proceeding, even though less than a quorum, or (ii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iii) by the Corporation's stockholders, as to entitlement
to advancement of expenses and/or indemnification, as the case may be.

                                   ARTICLE IX
                                     SEAL

          The Board shall provide a corporate seal, which shall be in form of a
circle and shall bear the full name of the Corporation and the words and figures
"Corporate Seal 1998 Delaware."

                                    ARTICLE X
                                   FISCAL YEAR

          The fiscal year of the Corporation shall end at the close of business
on the last Saturday in January and shall, in each case, begin at the opening of
business on the day next succeeding the last day of the preceding fiscal year.

                                   ARTICLE XI
                                   AMENDMENTS

          These Bylaws may be altered or repealed by the vote of a majority of
the whole Board, subject to the power of the stockholders of the Corporation to
alter or repeal any Bylaw made by the Board.

                                        8

EX-3.21

                                                                    Exhibit 3.21

                                                                          PAGE 1

                                    DELAWARE
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED
FROM AND INCLUDING THE RESTATED CERTIFICATE OF "JCG HOLDINGS (USA), INC." AS
RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     RESTATED CERTIFICATE, FILED THE TWENTY-SEVENTH DAY OF JULY, A.D. 2004, AT
5:28 O'CLOCK P.M.

[SEAL]

3806543 8100X

040557564

                                      /s/ Harriet Smith Windsor
                                      ------------------------------------------
                                      Harriet Smith Windsor, Secretary of State
                                             AUTHENTICATION: 3265323

                                                DATE: 07-29-04



       STATE OF DELAWARE
      SECRETARY OF STATE
   DIVISION OF CORPORATIONS
DELIVERED 06:07 PM 07/27/2004
   FILED 05:28 PM 07/27/2004
 SRV 040549590 - 3806543 FILE

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                            JCG HOLDINGS (USA), INC.

          JCG Holdings (USA), Inc. (the "Corporation") a corporation duly
organized and existing under and by the General Corporation Law of the State of
Delaware (the "Delaware Law"), does hereby certify:

          The original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of Delaware on May 20, 2004. This Amended and
Restated Certificate of Incorporation amends and restates the original
Certificate of Incorporation.

     I. That the Corporation's Board of Directors, by a written consent
executed in accordance with Section 141(f) of the Delaware Law on July 22, 2004
adopted a resolution setting forth the Amended and Restated Certificate of
Incorporation set forth below (the "Certificate"), declaring it advisable and
submitting it to the stockholders of the Corporation entitled to vote in respect
thereof for their consideration.

     II. That by written consent executed in accordance with Section 228(a) of
the Delaware Law on July 22, 2004 the stockholders of the Corporation voted in
favor of the adoption of the Certificate.

     III. That the Certificate has been duly adopted in accordance with Sections
242 and 245 of the Delaware Law:

     FIRST: The name of the corporation (hereinafter called the "Corporation")
is JCG Holdings (USA), Inc.

     SECOND: The address, including street, number, city, and county, of the
registered office of the Corporation in the State of Delaware is 615 South
DuPont Highway, City of Dover 19901, County of Kent; and the name of the
registered agent of the Corporation in the State of Delaware at such address is
National Corporate Research, LTD.

     THIRD: The purposes of the corporation are to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 200,000 consisting of (A) 100,000 shares of Common
Stock, par value $0.01 per share (the "Common Stock"), and (B) 100,000 shares
of Preferred Stock, par value $0.01 per share (the "Preferred Stock").

          (A) COMMON STOCK



          1. VOTING RIGHTS. Except as otherwise required by law, the holders of
shares of Common Stock shall be entitled to one vote for each share so held with
respect to all matters voted on by the stockholders of the Corporation, subject
to all cases to the voting rights, if any, of any holders of Preferred Stock.

          2. LIQUIDATION RIGHTS. Subject to the prior and superior right, if
any, of the Preferred Stock upon any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, the holders of
Common Stock shall be entitled to receive that portion of the remaining funds to
be distributed. The funds shall be paid to the holders of Common Stock on the
basis of the number of shares of Common Stock held by each of them.

          3. DIVIDENDS. Subject to the rights, if any, of any holders of
Preferred Stock, dividends and other distributions in cash, securities or
property of the Corporation may be paid on the Common Stock as and when declared
by the Board of Directors out of the assets and funds legally available
therefor.

          4. RESIDUAL RIGHTS. All rights accruing to the outstanding shares of
the Corporation not expressly provided for to the contrary herein (or in any
amendment hereto) shall be vested in the Common Stock.

     (B)  PREFERRED STOCK

          1. The Board of Directors of the Corporation is authorized to provide,
by resolution, for one or more series of Preferred Stock to be comprised of
authorized but unissued shares of Preferred Stock. Except as may be required by
law, the shares in any series of Preferred Stock need not be identical to any
other series of Preferred Stock. Before any shares of any such series of
Preferred Stock are issued, the Board of Directors shall fix, and is hereby
expressly empowered to fix, by resolution, rights, preferences and privileges
of, and qualifications, restrictions and limitations applicable to, such series,
including the following:

          (a) The designation of such series, the number of shares to constitute
such series and the stated value thereof (if different from the par value
thereof);

          (b) Whether the shares of such series shall have voting rights (and,
if so, the terms of such voting rights, which may be full, special or limited)
and whether or not such series is to be entitled to vote as a separate class
either alone or together with the holders of one or more other series or class
of capital stock;

          (c) The preferences and relative, participating, optional or other
special rights, if any, and the qualifications, limitations or restrictions, if
any, with respect to such series;

          (d) The dividends, if any, payable on such series, whether any such
dividends shall be cumulative (and, if so, from what dates), whether any such
dividends are payable in cash, stock of the Corporation or other property or a
combination thereof, the conditions and dates upon which such dividends shall be
payable and the preference or relation which such dividends shall bear to the
dividends payable on any shares of capital stock of any other class or any other
series of Preferred Stock;

          (e) Whether the shares of such series shall be subject to redemption
by the Corporation or upon the happening of any specified event, and, if so, the
times, prices (which

                                       -2-


may be payable in the form of cash, notes, securities or other property or
rights) and other conditions relating to such redemption;

          (f) The amounts payable in respect of shares of such series, and the
other rights and preferences of the holders of such shares, in the event of the
voluntary or involuntary liquidation, dissolution or winding up, or upon any
distribution of the assets, of the Corporation;

          (g) Whether the shares of such series shall be subject to a retirement
or sinking fund (and, if so, the extent to and manner in which any such
retirement or sinking fund shall be applied to the purchase or redemption of the
shares of such series for retirement or other corporate purposes and the other
terms and provisions relating thereto);

          (h) Whether the shares of such series shall be convertible into, or
exchangeable for, shares of Common Stock or any other series of Preferred Stock,
any other securities (whether or not issued by the Corporation) or any other
property of the Corporation (and, if so, the price or prices or the rate or
rates of such conversion or exchange, and any other terms and conditions of such
conversion or exchange);

          (i) The limitations and restrictions, if any, to be effective upon the
payment of dividends or the making of other distributions on, or upon the
purchase, redemption or other acquisition by the Company of, Common Stock or
other shares of capital stock of any other class or any other series of
Preferred Stock; and

          (j) The conditions (if any) applicable to, or restrictions (if any)
on, the creation of indebtedness of the Corporation or upon the issuance of any
additional capital stock, including additional shares of such series or any
other series of Preferred Stock or any other class of capital stock.

          2. The Board of Directors is authorized to increase the number of
shares of the Preferred Stock designated for any existing series of Preferred
Stock by a resolution adding to such series authorized and unissued shares of
the Preferred Stock not designated for any other series of Preferred Stock. The
Board of Directors is authorized to decrease the number of shares of the
Preferred Stock designated for any existing series of Preferred Stock by a
resolution, subtracting from such series unissued shares of the Preferred Stock
designated for such series.

     (C)  SERIES A PREFERRED STOCK

          Of the authorized shares of Preferred Stock 20,000 are hereby
designated as "Series A Preferred Stock". The rights, preferences, privileges,
restrictions and other matters relating to the Series A Preferred Stock are as
follows:

          1. DIVIDENDS; RANKING. All of the amounts payable to the holders of
the Series A Preferred Stock as provided in this Article FOURTH shall be paid or
set apart for payment before the payment or setting apart for payment of any
amount for, or the distribution of, any property of the Corporation to the
holders of any other equity securities of the Corporation, whether now or
hereafter authorized. The holders of the Series A Preferred Stock shall be
entitled to receive cumulative dividends at the rate of 9.375% of the
Liquidation Amount (as defined in Section 3(a) below) per annum, payable
semi-annually in United States Dollars on the date determined by the Board of
Directors, which shall accrue from the date of issue regardless

                                       -3-


of whether there are profits, surplus or other funds of the Corporation legally
available therefor and whether or not declared by the Board of Directors.

          2. VOTING POWER. No holder of Series A Preferred Stock shall have any
right to vote on any matter of the Corporation, except as required by law, in
which event, unless otherwise required by law, the holders of Series A Preferred
Stock shall have one vote for each share of Series A Preferred Stock and shall
vote along with the holders of Common Stock as a single class.

          3. LIQUIDATION, DISSOLUTION OR WINDING UP.

          (a) TREATMENT AT LIQUIDATION, DISSOLUTION OR WINDING UP. In the event
of any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, before any distribution may be made with respect to
the Common Stock or any other series of capital stock, the holders of each share
of Series A Preferred Stock shall be entitled to be paid out of the assets of
the Corporation available for distribution to holders of the Corporation's
capital stock of all classes, whether such assets are capital, surplus or
capital earnings, an amount equal to US$100,000 per share of Series A Preferred
Stock (as adjusted for stock splits, stock dividends and the like) plus all
accrued and unpaid (whether or not declared) cumulative dividends thereon shall
be tendered to the holders of the Series A Preferred Stock with respect to such
liquidation, dissolution or winding up (the "Liquidation Amount"). If, upon any
liquidation, dissolution or winding up of the Corporation, the amounts payable
with respect to the Series A Preferred Stock are not paid in full, the holders
of the Series A Preferred Stock shall share ratably in any distribution of
assets in proportion to the full respective amounts which they are otherwise
entitled to receive.

          After the payment of the Liquidation Amount shall have been made in
full to the holders of the Series A Preferred Stock, the holders of the Series A
Preferred Stock shall be entitled to no further participation in the
distribution of the assets of the Corporation, and the remaining assets of the
Corporation legally available for distribution to its stockholders shall be
distributed ratably among the holders of the Common Stock.

          (b) MERGERS, CONSOLIDATIONS AND SALES OF ASSETS. Upon the
occurrence of a consolidation, merger or acquisition of the Corporation or a
sale of all or substantially all of the assets of the Corporation (except in
which the beneficial owners of the Corporation's capital stock immediately
prior to such transaction continue to hold directly or indirectly not less
than a majority of the voting power in the resulting entity), the holders of
Series A Preferred Stock shall be paid an amount equal to the Liquidation
Amount for their shares in the manner determined pursuant to Section 3(a).
The amount deemed distributed to the holders of Series A Preferred Stock upon
any such transaction shall be the cash or the value of the property, rights
or securities distributed to such holders by the Corporation or the acquiring
person, firm or other entity. The value of such property, rights or other
securities shall be determined in good faith by the Board of Directors of the
Corporation.

          In connection with any such transaction contemplated by this Section
3(b), all consideration payable to the stockholders of the Corporation, in
connection with such a merger, consolidation or acquisition, or all
consideration payable to the Corporation, together with all other available
assets of the Corporation (net of obligations owed by the Corporation), in the
case of an asset sale, shall be paid to and deemed (to the fullest extent
permitted by law) distributed

                                       -4-


(in the case of a merger, consolidation or acquisition) or available for
distribution and payment as provided herein (in the case of a sale of assets),
as applicable, to the holders of capital stock of the Corporation in accordance
with the preferences and priorities set forth in Section 3(a), with such
preferences and priorities specifically intended to be applicable in any such
merger, consolidation, acquisition or sale transaction as if the same were a
liquidation, dissolution or winding up. If applicable, the Corporation shall
either (i) cause the agreement with respect to the merger, consolidation or
acquisition to provide as a consequence of such merger, consolidation or
acquisition for the conversion of the Series A Preferred Stock into the right to
receive an amount equal to the amounts payable under Section 3(a) in the form of
the applicable consideration for such merger, consolidation or acquisition, or
(ii) immediately concurrent with the consummation of the sale of all or
substantially all of the assets of the Corporation, cause the redemption of all
outstanding shares of the Series A Preferred Stock for an amount equal to the
amounts payable under Section 3(a) in the form of the applicable consideration
for such sale. In the event of the foregoing redemption, (i) the Corporation
shall revalue its assets and liabilities to the fullest extent permitted by law
to determine lawfully available funds for such redemption and (ii) if the
Corporation shall not have such funds available to redeem all such shares, the
Corporation shall redeem such shares to the fullest extent of available funds as
the same became available.

          FIFTH: The name and the mailing address of the incorporator are as
follows:



     NAME                               MAILING ADDRESS
     ----                               ---------------
                                     
     Richard W. Cotell                  McDermott Will & Emery LLP
                                        28 State Street
                                        Boston, MA 02109


          SIXTH: The Corporation is to have perpetual existence.

          SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
279 of Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.

          EIGHTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation, and
regulation of the powers of

                                       -5-


Corporation and of its directors and of its stockholders or any class thereof,
as the case may be, it is further provided:

               1. The management of the business and the conduct of the affairs
          of the Corporation shall be vested in its Board of Directors. The
          number of directors which shall constitute the whole Board of
          Directors shall be fixed by, or in the manner provided in, the Bylaws.
          The phrase "whole Board" and the phrase "total number of directors"
          shall be deemed to have the same meaning, to wit, the total number of
          directors that the Corporation would have if there were no vacancies.
          No election of directors need be by written ballot.

               2. After the original or other Bylaws of the Corporation have
          been adopted, amended, or repealed, as the case may be, in accordance
          with the provisions of Section 109 of the General Corporation Law of
          the State of Delaware, and, after the Corporation has received any
          payment for any of its stock, the power to adopt, amend, or repeal the
          Bylaws of the Corporation may be exercised by the Board of Directors
          of the Corporation; provided, however, that any provision for the
          classification of directors of the Corporation for staggered terms
          pursuant to the provisions of subsection (d) of 141 of the General
          Corporation Law of the State of Delaware shall be set forth in an
          initial Bylaw or in a Bylaw adopted by the stockholders entitled to
          vote of the Corporation unless provisions for such classification
          shall be set forth in this certificate of incorporation.

          NINTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of 102 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented. Any repeal or
modification of this Article shall not adversely affect any right or protection
of a director of the corporation existing at the time of such repeal or
modification.

          TENTH: The Corporation shall, to the fullest extent permitted by the
provisions of 145 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all of
the expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such person.

          ELEVENTH. From time to time any of the provisions of this certificate
of incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.

                                       -6-


IN WITNESS WHEREOF, the undersigned, being duly authorized, has signed this
amended and restated certificate of incorporation this 27 day of July, 2004.


                                        JCG HOLDINGS (USA), INC


                                        By:     /s/ Michel Coutu
                                           ---------------------------------
                                        Name:   Michel Coutu
                                        Title:  President and Secretary

EX-3.22

                                                                    Exhibit 3.22

                                     BYLAWS

                                       OF

                            JCG HOLDINGS (USA), INC.

                                    ARTICLE I

                                  STOCKHOLDERS

     1.   ANNUAL MEETING. The annual meeting of stockholders shall be held each
year at the place, date and time determined by the Board of Directors or the
President, provided that the date of the meeting is within six (6) months after
the end of the fiscal year of the corporation. The purposes for which the annual
meeting is to be held, in addition to those prescribed by law, by the
Certificate of Incorporation (as may be amended or restated from time to time,
the "Certificate of Incorporation") or by these Bylaws, may be specified by the
Board of Directors or the President. If no annual meeting has been held on the
date fixed above, a special meeting in lieu thereof may be held or there may be
action by written consent of the stockholders on matters to be voted on at the
annual meeting, and such special meeting or written consent shall have for the
purposes of these Bylaws or otherwise all the force and effect of an annual
meeting.

     2.   SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, if
any, the President or a majority of the Directors. Such request shall state the
purpose or purposes of the proposed meeting.

     3.   NOTICE OF MEETINGS. A written notice stating the place, date and hour
of all meetings of stockholders, and in the case of special meetings, the
purposes of the meeting shall be given by the Secretary (or other person
authorized by these Bylaws or by law) not less than ten (10) nor more than sixty
(60) days before the meeting to each stockholder entitled to vote thereat and
to each stockholder who, under the Certificate of Incorporation or under these
Bylaws is entitled to such notice, by delivering such notice to him or her or by
mailing it, postage prepaid, and addressed to such stockholder at his or her
address as it appears in the records of the corporation. Notice need not be
given to a stockholder if a written waiver of notice is executed before or after
the meeting by such stockholder, if communication with such stockholder is
unlawful, or if such stockholder attends the meeting in question, unless such
attendance was for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting was not lawfully
called or convened. If a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place are announced
at the meeting at which the adjournment is taken, except that if the adjournment
is for more than thirty (30) days, or if after the adjournment a new record date
is fixed for the adjourned meeting, notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

     4.   QUORUM. The holders of a majority in interest of all stock issued,
outstanding and entitled to vote at a meeting shall constitute a quorum. Any
meeting may be adjourned from time to time by a majority of the votes properly
cast upon the question, whether or not a quorum



is present. The stockholders present at a duly constituted meeting may continue
to transact business until adjournment notwithstanding the withdrawal of enough
stockholders to reduce the voting shares below a quorum.

     5.   VOTING AND PROXIES. Stockholders shall have one vote for each share of
stock entitled to vote owned by them of record according to the books of the
corporation unless otherwise provided by law or by the Certificate of
Incorporation. Stockholders may vote either in person or by written proxy or
express directly or by written proxy their consent or dissent to a
corporate action taken without a meeting, but no proxy shall be voted or acted
upon after three years from its date, unless the proxy provides for a longer
period or is irrevocable and coupled with an interest. Proxies shall be filed
with the Secretary of the meeting, or of any adjournment thereof. Except as
otherwise limited therein, proxies shall entitle the persons authorized thereby
to vote at any adjournment of such meeting.

     6.   ACTION AT MEETING. When a quorum is present, any matter before the
meeting shall be decided by vote of the holders of a majority of the shares of
stock voting on such matter except where a larger vote is required by law, by
the Certificate of Incorporation or by these Bylaws. Any election by
stockholders shall be determined by a plurality of the votes cast, except where
a larger vote is required by law, by the Certificate of Incorporation or by
these Bylaws. The corporation shall not directly or indirectly vote any share of
its own stock; provided, however, that the corporation may vote shares which it
holds in a fiduciary capacity to the extent permitted by law.

     7.   ACTION WITHOUT A MEETING. Any action required or permitted by law to
be taken at any annual or special meeting of stockholders, may be taken without
a meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
all of the outstanding shares of stock having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted and shall be
delivered to the corporation by delivery to its registered office, by hand or by
certified mail, return receipt requested or to the corporation's principal place
of business or to the officer of the corporation having custody of the minute
book. Every written consent shall bear the date of signature and no written
consent shall be effective unless, within sixty (60) days of the earliest dated
consent delivered pursuant to these Bylaws, written consents signed by a
sufficient number of stockholders entitled to take action are delivered to the
corporation in the manner set forth in these Bylaws. Prompt notice of the taking
of corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

     8.   STOCKHOLDER LISTS. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period of
at least ten (10) days prior to the meeting of stockholders, either at a place
within the city where the meeting is to be

                                       -2-


held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

                                   ARTICLE II

                                    DIRECTORS

     1.   POWERS. The business of the corporation shall be managed by or under
the direction of a Board of Directors who may exercise all the powers of the
corporation except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws. In the event of a vacancy in the Board of
Directors, the remaining Directors, except as otherwise provided by law, may
exercise the powers of the full Board until the vacancy is filled.

     2.   ELECTION AND QUALIFICATION. Unless otherwise provided in the
Certificate of Incorporation or in these Bylaws, the number of Directors which
shall constitute the whole board shall be determined by vote of the Board of
Directors or by the stockholders at the annual meeting. Directors need not be
stockholders.

     3.   VACANCIES: REDUCTION OF THE BOARD OF DIRECTORS. A majority of the
Directors then in office, although less than a quorum, or a sole remaining
Director, may fill vacancies in the Board of Directors occurring for any reason
and newly created directorships resulting from any increase in the authorized
number of Directors. In lieu of filling any vacancy the stockholders or the
Board of Directors may reduce the number of Directors.

     4.   ENLARGEMENT OF THE BOARD OF DIRECTORS. The Board of Directors may be
enlarged by the stockholders at any meeting or by vote of a majority of the
Directors then in office.

     5.   TENURE. Except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws, Directors shall hold office until their
successors are elected and qualified or until their earlier resignation or
removal. Any Director may resign by delivering his or her written resignation to
the corporation. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

     6.   REMOVAL. To the extent permitted by law, a Director may be removed
from office with or without cause by vote of the holders of a majority of the
shares of stock entitled to vote in the election of Directors. A Director may be
removed for cause only after reasonable notice and opportunity to be heard
before the body proposing to remove him or her.

     7.   MEETINGS. Regular meetings of the Board of Directors may be held
without notice at such time, date and place as the Board of Directors may from
time to time determine. Special meetings of the Board of Directors may be
called, orally or in writing, by the President, or two or more Directors,
designating the time, date and place thereof. Directors may participate in
meetings of the Board of Directors by means of conference telephone or similar
communications equipment by means of which all Directors participating in the
meeting can hear each other, and

                                       -3-


participation in a meeting in accordance herewith shall constitute presence in
person at such meeting.

     8.   NOTICE OF MEETINGS. Notice of the time, date and place of all special
meetings of the Board of Directors shall be given to each Director by the
Secretary, or Assistant Secretary, or in case of the death, absence, incapacity
or refusal of such persons, by the officer or one of the Directors calling the
meeting. Notice shall be given to each Director in person or by telephone
at least twenty-four hours in advance of the meeting, or by written notice
mailed to his or her business or home address at least forty-eight hours in
advance of the meeting. Notice need not be given to any Director if a written
waiver of notice is executed by him or her before or after the meeting, or if
communication with such Director is unlawful. A notice or waiver of notice of a
meeting of the Board of Directors need not specify the purposes of the meeting.

     9.   QUORUM. At any meeting of the Board of Directors, a majority of the
Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time and the meeting may be held as adjourned
without further notice.

            a. ACTION AT MEETING. At any meeting of the Board of Directors at
which a quorum is present, a majority of the Directors present may take any
action on behalf of the Board of Directors, unless a larger number is required
by law, by the Certificate of Incorporation or by these Bylaws.

            b. ACTION BY CONSENT. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting if a
written consent thereto is signed by all the Directors and filed with the
records of the meetings of the Board of Directors. Such consent shall be treated
as a vote of the Board of Directors for all purposes.

            c. COMMITTEES. The Board of Directors, by vote of a majority of the
Directors then in office, may establish one or more committees, each committee
to consist of one or more Directors, and may delegate thereto some or all of its
powers except those which by law, by the Certificate of Incorporation, or by
these Bylaws may not be delegated. Except as the Board of Directors may
otherwise determine, any such committee may make rules for the conduct of its
business, but in the absence of such rules its business shall be conducted so
far as possible in the same manner as is provided in these Bylaws for the Board
of Directors. All members of such committees shall hold their committee offices
at the pleasure of the Board of Directors, and the Board may abolish any
committee at any time. Each such committee shall report its action to the Board
of Directors who shall have power to rescind any action of any committee without
retroactive effect.

                                   ARTICLE III

                                    OFFICERS

     1.   ENUMERATION. The officers of the corporation shall consist of a
President, a Treasurer, a Secretary, and may consist of such other officers,
including one or more Vice Presidents, Assistant Treasurers and Assistant
Secretaries, as the Board of Directors may determine.

                                       -4-


     2.   ELECTION. The President, Treasurer and Secretary shall be elected
annually by the Board of Directors at their first meeting following the annual
meeting of stockholders. Other officers may be chosen by the Board of Directors
at such meeting or at any other meeting.

     3.   QUALIFICATION. No officer need be a stockholder or Director. Any two
or more offices may be held by the same person. Any officer may be required by
the Board of Directors to give bond for the faithful performance of his or her
duties in such amount and with such sureties as the Board of Directors may
determine.

     4.   TENURE. Except as otherwise provided by the Certificate of
Incorporation or by these Bylaws, each of the officers of the corporation shall
hold his or her office until his or her successor is elected and qualified or
until his or her earlier resignation or removal. Any officer may resign by
delivering his or her written resignation to the corporation, and such
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

     5.   REMOVAL. The Board of Directors may remove any officer with or without
cause by a vote of a majority of the entire number of Directors then in office;
provided, that an officer may be removed for cause only after reasonable notice
and opportunity to be heard by the Board of Directors.

     6.   VACANCIES. Any vacancy in any office may be filled for the unexpired
portion of the term by the Board of Directors.

     7.   PRESIDENT AND VICE PRESIDENT. The President shall be the chief
operating officer of the corporation and shall have general charge of its
business operations, subject to the direction of the Board of Directors. The
President shall preside, when present, at all meetings of stockholders and the
Board of Directors. The Board of Directors shall have the authority to appoint a
temporary presiding officer to serve at any meeting of the stockholders or Board
of Directors if the President is unable to do so for any reason.

     Any Vice President shall have such powers and shall perform such duties as
the Board of Directors may from time to time designate. In the absence of the
President or in the event of his or her inability or refusal to act, the Vice
President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated by the Directors, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers and responsible of
and be subject to all the restrictions upon the President.

     8.   TREASURER AND ASSISTANT TREASURERS. The Treasurer shall, subject to
the direction of the Board of Directors, have general charge of the financial
affairs of the corporation and shall cause to be kept accurate books of account.
He shall have custody of all funds, securities, and valuable documents of the
corporation, except as the Board of Directors may otherwise provide.

     Any Assistant Treasurer shall have such powers and perform such duties as
the Board of Directors may from time to time designate.

                                       -5-


     9.   SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall record the
proceedings of all meetings of the stockholders and the Board of Directors in
books kept for that purpose. In his or her absence from any such meeting an
Assistant Secretary, or if he is absent, a temporary secretary chosen at the
meeting, shall record the proceedings thereof.

     The Secretary shall have charge of the stock ledger (which may, however, be
kept by any transfer or other agent of the corporation) and shall have such
other duties and powers as may be designated from time to time by the Board of
Directors or the President.

     Any Assistant Secretary shall have such powers and perform such duties as
the Board of Directors may from time to time designate.

     10.  OTHER POWERS AND DUTIES. Subject to these Bylaws, each officer of the
corporation shall have in addition to the duties and powers specifically set
forth in these Bylaws, such duties and powers as are customarily incident to his
or her office, and such duties and powers as may be designated from time to time
by the Board of Directors.

                                   ARTICLE IV

                                  CAPITAL STOCK

     1.   CERTIFICATES OF STOCK. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation in such form as may from
time to time be prescribed by the Board of Directors. Such certificate shall be
signed by the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary. Such signatures may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed on such certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the time of its issue. Every
certificate for shares of stock which are subject to any restriction on transfer
and every certificate issued when the corporation is authorized to issue more
than one class or series of stock shall contain such legend with respect thereto
as is required by law. The corporation shall be permitted to issue fractional
shares.

     2.   TRANSFERS. Subject to any restrictions on transfer, shares of stock
may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate therefor properly endorsed
or accompanied by a written assignment or power of attorney properly executed,
with transfer stamps (if necessary) affixed, and with such proof of the
authenticity of signature as the corporation or its transfer agent may
reasonably require.

     3.   RECORD HOLDERS. Except as may otherwise be required by law, by the
Certificate of Incorporation or by these Bylaws, the corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect thereto, regardless of any transfer, pledge or other

                                       -6-


disposition of such stock, until the shares have been transferred on the books
of the corporation in accordance with the requirements of these Bylaws.

     It shall be the duty of each stockholder to notify the corporation of his
or her post office address.

     4.   RECORD DATE. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
shall not precede the date on which it is established, and which shall not be
more than sixty (60) nor less than ten (10) days before the date of such
meeting, more than ten (10) days after the date on which the record date for
stockholder consent without a meeting is established, nor more than sixty (60)
days prior to any other action. In such case only stockholders of record on such
record date shall be so entitled notwithstanding any transfer of stock on the
books of the corporation after the record date.

     If no record date is fixed, (a) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held, (b) the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is necessary,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by delivery
to its registered office in this state, to its principal place of business, or
to an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded, and (c) the record date
for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

     5.   REPLACEMENT OF CERTIFICATES. In case of the alleged loss, destruction
or mutilation of a certificate of stock, a duplicate certificate may be issued
in place thereof, upon such terms as the Board of Directors may prescribe.

                                    ARTICLE V

                                 INDEMNIFICATION

     1.   INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation shall
indemnify, to the fullest extent permitted by the General Corporation Law of the
State of Delaware, any person who was or is a party or is threatened to be made
a party to or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise, and whether by or in the right of the corporation,
its stockholders, a third party or otherwise (a "Proceeding"), by reason of the
fact that he is or was a Director or officer of the corporation, or is or was a
Director or officer of the corporation serving

                                       -7-


at its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against all expense
(including, but not limited to, attorneys' fees), liability, loss, judgments,
fines, excise taxes, penalties and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such Proceeding, including
expenses incurred in seeking such indemnification. In addition, the corporation
shall grant such indemnification to each of its Directors and officers with
respect to any matter in a Proceeding as to which his or her liability is
limited pursuant to Section 9 of the Certificate of Incorporation of the
corporation. However, such indemnification shall exclude (i) indemnification
with respect to any improper personal benefit which a Director or officer is
determined to have received and of the expenses of defending against an improper
personal benefit claim unless the Director or officer is successful on the
merits in said defense, and (ii) indemnification of present or former officers,
directors, employees or agents of a constituent corporation absorbed in a merger
or consolidation transaction with this corporation with respect to their
activities prior to said transaction, unless specifically authorized by the
Board of Directors or stockholders of this corporation. Such indemnification
shall include prompt payment of expenses incurred by a Director or officer in
defending a Proceeding in advance of the final disposition of such Proceeding,
upon receipt of an undertaking by or on behalf of the Director or officer to
repay such amounts if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation under this Article V, which undertaking
shall be an unsecured general obligation of the Director or officer and may be
accepted without regard to his or her ability to make repayment.

     2.   INDEMNIFICATION OF EMPLOYEES AND AGENTS. The corporation may, to the
extent authorized from time to time by the Board of Directors, grant rights to
indemnification and to an advancement of expenses, pursuant to the provisions of
this Article V, to any person who was or is a party or is threatened to be made
a party to or is otherwise involved in any Proceeding by reason of the fact that
he is or was an employee or agent of the corporation or is or was serving at the
request of the corporation, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.

     3.   NATURE OF INDEMNIFICATION RIGHTS. The indemnification rights provided
in this Article V shall be a contract right and shall not be deemed exclusive of
any other rights to which any person, whether or not entitled to be indemnified
hereunder, may be entitled under any statute, bylaw, agreement, vote of
stockholders or Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a Director, officer, employee
or agent and inure to the benefit of the heirs, executors and administrators of
such a person. A Director or officer shall be entitled to the benefit of any
amendment of the Delaware General Corporation Law which enlarges indemnification
rights hereunder, but any such amendment which adversely affects indemnification
rights with respect to prior activities shall not apply to him or her without
his or her consent unless otherwise required by law. Each person who is or
becomes a Director or officer of the corporation shall be deemed to have served
or to have continued to serve in such capacity in reliance upon the indemnity
provided for in this Article V.

     4.   AMENDMENT. The provisions of this Article may be amended as provided
in Article VI; however, no amendment or repeal of such provisions which
adversely affects the rights of a

                                       -8-


Director or officer under this Article V with respect to his or her acts or
omissions prior to such amendment or repeal, shall apply to him or her without
his or her consent.

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

     1.   FISCAL YEAR. Except as otherwise determined by the Board of Directors,
the fiscal year of the corporation shall end on the last Saturday in May of each
year.

     2.   SEAL. The Board of Directors shall have power to adopt and alter the
seal of the corporation.

     3.   EXECUTION OF INSTRUMENTS. All deeds, leases, transfers, contracts,
bonds, notes and other obligations authorized to be executed by an officer of
the corporation in its behalf shall be signed by the President or Treasurer, or
by any other officer of the corporation designated by the Board of Directors,
except as the Board of Directors may generally or in particular cases otherwise
determine.

     4.   VOTING OF SECURITIES. Unless otherwise provided by the Board of
Directors, the President or Treasurer may waive notice of and act on behalf of
this corporation, or appoint another person or persons to act as proxy or
attorney in fact for this corporation with or without discretionary power and/or
power of substitution, at any meeting of stockholders or shareholders of any
other corporation or organization, any of whose securities are held by this
corporation.

     5.   RESIDENT AGENT. The Board of Directors may appoint a resident agent
upon whom legal process may be served in any action or proceeding against the
corporation.

     6.   CORPORATE RECORDS. The original or attested copies of the Certificate
of Incorporation, Bylaws and records of all meetings of the incorporators,
stockholders and the Board of Directors and the stock and transfer records,
which shall contain the names of all stockholders, their record addresses and
the amount of stock held by each, shall be kept at the principal office of the
corporation, at the office of its counsel, or at an office of its transfer
agent.

     7.   CERTIFICATE OF INCORPORATION. All references in these Bylaws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

     8.   AMENDMENTS. These Bylaws may be amended or repealed or additional
Bylaws adopted by the stockholders or by the Board of Directors; provided, that
(a) the Board of Directors may not amend or repeal Article V or this Section 8
of Article VI or any provision of these Bylaws which by law, by the Certificate
of Incorporation or by these Bylaws requires action by the stockholders, and (b)
any amendment or repeal of these Bylaws by the Board of Directors and any Bylaw
adopted by the Board of Directors may be amended or repealed by the
stockholders.

Adopted: May 21, 2004

                                       -9-

EX-3.23

                                                                    Exhibit 3.23

                                                                       PAGE 1

                                    DELAWARE
                                 The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "JEAN COUTU GROUP HOLDINGS (USA), LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTIETH DAY OF MAY, A.D. 2004, AT
3:53 O'CLOCK P.M.

     CERTIFICATE OF CORRECTION, FILED THE EIGHTEENTH DAY OF JUNE, A.D. 2004, AT
1:39 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.


[SEAL]

3806007 8100H

040547448

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State
                                       AUTHENTICATION: 3256849

                                                 DATE: 07-27-04



                            CERTIFICATE OF FORMATION

                                       OF

                      JEAN COUTU GROUP HOLDINGS (USA), LLC

     1. The name of the limited liability company is Jean Coutu Group
Holdings(USA), LLC.

     2. The address of its registered office in the State of Delaware is
National Corporate Research, LTD, 615 South DuPont Highway, in the City of
Dover, County of Kent. The name of its registered agent at such address is
Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Jean Coutu Group Holdings (USA), LLC this 20th day of May, 2004.

                                          /s/Richard W. Cotell
                                          --------------------------------------
                                          By: Richard W. Cotell
                                          Title: Authorized Person

                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                   DELIVERED 03:53 PM 05/20/2004
                                                     FILED 03:53 EN 05/20/2004
                                                   SRV 040373359 - 3806007 FILE



                                                            [ILLEGIBLE]
                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                   DELIVERED 02:03 PM 06/18/2004
                                                     FILED 01:39 PM 06/18/2004
                                                    SRV 040451762 - 3806007 FILE

                          CERTIFICATE OF CORRECTION OF

                            CERTIFICATE OF FORMATION

                                       OF

                      JEAN COUTU GROUP HOLDINGS (USA), LLC

            It is hereby certified pursuant to Section 18-211 of the Delaware
Limited Liability Company Act that:

            1. The name of the limited liability company (hereinafter called the
"COMPANY") is:

                    Jean Coutu Group Holdings (USA), LLC

            2. The Certificate of Formation of the company, which was filed by
the Secretary of State of Delaware on May 20, 2004, is hereby corrected.

            3. The inaccuracy to be corrected in said certificate is as follows:

            "The name of its registered agent at such address is Corporation
            Service Company."

            4. The portion of the certificate in corrected form is as follows:

            "2. The address of its registered office in the State of Delaware is
            National Corporate Research, LTD, 615 South DuPont Highway, in the
            City of Dover, County of Kent. The name of its registered agent at
            such address is National Corporate Research, LTD."

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Correction of Certificate of Formation of Jean Coutu Group Holdings (USA), LLC
this 18th day of June, 2004.


                                        /s/ Richard W. Cotell
                                        ----------------------------------------
                                        Name: Richard W. Cotell
                                        Title: Authorized Person


                               DELL D-CERTIFICATE OF CORRECTION 10/98 (DELLCCOR)

EX-3.24

                                                                    Exhibit 3.24

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                      JEAN COUTU GROUP HOLDINGS (USA), LLC

                      A DELAWARE LIMITED LIABILITY COMPANY



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                           
ARTICLE I      DEFINITIONS                                                    1

          Section 1.1    Certain Definitions                                  1

ARTICLE II     NAME, OFFICE AND FORMATION OF THE COMPANY                      3

          Section 2.1    Name                                                 3

          Section 2.2    Registered Office and Agent                          3

          Section 2.3    Principal Place of Business                          3

          Section 2.4    Purpose and Powers                                   3

          Section 2.5    Term                                                 3

          Section 2.6    Certificate of Formation                             4

ARTICLE III    MEMBERS                                                        4

          Section 3.1    Membership                                           4

          Section 3.2    Annual, Regular and Special Meetings of the Members  4

          Section 3.3    Notice for Meeting of Members                        4

          Section 3.4    Waiver of Notice                                     4

          Section 3.5    Membership Quorum and Voting                         4

          Section 3.6    Action Without a Meeting                             4

          Section 3.7    Limited Liability of Members                         5

ARTICLE IV     CAPITALIZATION                                                 5

          Section 4.1    Capital Contributions                                5

          Section 4.2    Capital Accounts                                     5

          Section 4.3    Return of Capital and Waiver of Partition            5

          Section 4.4    Third Party Loans                                    5

          Section 4.5    Member Loans                                         6

ARTICLE V      ALLOCATIONS AND DISTRIBUTIONS                                  6

          Section 5.1    Allocation of Net Profits and Net Losses             6

          Section 5.2    Distributions                                        6

ARTICLE VI     MANAGEMENT                                                     6

          Section 6.1    Board of Managers                                    6

          Section 6.2    Powers of Board of Managers                          7

          Section 6.3    Election and Term of Managers                        7

          Section 6.4    Annual, Regular and Special Meetings of Managers     7


                                      - i -


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                            PAGE
                                                                          
          Section 6.5    Notice for Meeting of Managers                       8

          Section 6.6    Waiver of Notice                                     8

          Section 6.7    Board of Managers Quorum and Voting                  8

          Section 6.8    Action Without a Meeting                             8

          Section 6.9    Resignation of Managers                              8

          Section 6.10   Vacancies                                            8

          Section 6.11   Removal                                              9

          Section 6.12   Compensation                                         9

          Section 6.13   Officers                                             9

ARTICLE VII    LIMITATION ON LIABILITY                                        9

ARTICLE VIII   ADMINISTRATIVE MATTERS                                         9

          Section 8.1    Books of Account                                     9

          Section 8.2    Reports                                              9

          Section 8.3    Tax Matters Handled By the Members                   9

          Section 8.4    Fiscal Year                                         10

ARTICLE IX     TRANSFER OF MEMBERSHIP INTEREST BY MEMBERS                    10

          Section 9.1    Transfer of Membership Interest                     10

ARTICLE X      INDEMNIFICATION                                               10

          Section 10.1   Indemnification By Company                          10

          Section 10.2   Right Not Exclusive                                 10

          Section 10.3   Insurance                                           10

          Section 10.4   Amendment                                           10

ARTICLE XI     DISSOLUTION                                                   11

          Section 11.1   Events of Dissolution                               11

          Section 11.2   Winding Up                                          11

          Section 11.3   Notice of Dissolution                               11

ARTICLE XII    SALE OF ASSETS                                                11

ARTICLE XIII   MISCELLANEOUS                                                 12

          Section 13.1   Amendment                                           12

          Section 13.2   Waiver                                              12

          Section 13.3   Notices                                             12


                                     - ii -


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                            PAGE
                                                                          
          Section 13.4   Binding Agreement                                   12

          Section 13.5   Governing Law                                       12

          Section 13.6   Severability                                        12

          Section 13.7   Counterparts                                        13

          Section 13.8   Entire Agreement                                    13

          Section 13.9   Headings                                            13


                                     - iii -


                               OPERATING AGREEMENT

                                       OF

                      JEAN COUTU GROUP HOLDINGS (USA), LLC

                      a Delaware limited liability company

     THIS LIMITED LIABILITY COMPANY AGREEMENT (this "AGREEMENT") of Jean Coutu
Group Holdings (USA), LLC, a Delaware limited liability company (the "COMPANY"),
is made effective as of the ___ th day of July, 2004, as amended from time to
time, by and among the Persons set forth on the signature page hereof.

                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.1 CERTAIN DEFINITIONS. As used in this Agreement:

     "ACT" shall mean the Delaware Limited Liability Company Act, Del. Code Ann.
tit. 6 Section 18-101 et seq., as now in effect or hereafter amended.

     "AFFILIATE" shall mean any Person (other than an individual) that directly
or through one or more intermediaries controls, is controlled by or is under
common control with another Person and includes the power to direct or cause the
direction of the management and policies of a Person. With respect to an
individual, "AFFILIATE" means members of such individual's immediate family and
any trust all the beneficiaries of which are either such individual or members
of such individual's immediate family.

     "AGREEMENT" shall mean this Limited Liability Company Agreement of 395
Harding Street, LLC, a Delaware limited liability company.

     "ANNUAL MEMBER'S MEETING" shall have the meaning set forth in Section 3.2.

     "AVAILABLE CASH" means the gross cash proceeds from Company operations
(including from sales, financings and refinancings of Company property) less the
portion thereof used or to be used to pay or provide for the payment of Company
expenses, debts (including debts to the Members), replacements and
contingencies, all as determined in accordance with this Agreement.

     "BOARD OF MANAGERS" shall have the meaning set forth in Section 6.1.

     "CAPITAL ACCOUNT" shall have the meaning set forth in Section 4.2(a).

     "CARRYING VALUE" means, with respect to any asset, the asset's adjusted
basis for federal income tax purposes except as follows:



          (i)    the initial Carrying Value of any asset contributed (or deemed
     contributed) to the Company shall be such asset's gross fair market value
     at the time of such contribution;

          (ii)   the Carrying Values of all Company assets shall be adjusted to
     equal their respective gross fair market values in accordance with, and as
     permitted by, Section 1.704-l(b)(2)(iv)(f) of the Regulations;

          (iii)  if the Carrying Value of an asset has been determined pursuant
     to clause (i) or (ii) above, such Carrying Value shall thereafter be
     adjusted in the same manner, as would the asset's adjusted basis for
     federal income tax purposes.

     "CERTIFICATE OF FORMATION" shall mean the Certificate of Formation of the
Company filed with the Secretary of State of Delaware on March 5, 2003.

     "CERTIFICATE OF MEMBERSHIP INTERESTS" shall have the meaning set forth in
Section 3.1.

     "CODE" means the Internal Revenue Code of 1986, as amended.

     "COMPANY" means Jean Coutu Group Holdings (USA), LLC, a Delaware limited
liability company.

     "EVENT OF DISSOLUTION" shall have the meaning set forth in Section 11.1.

     "MEMBERSHIP INTEREST" shall have the meaning set forth in Section 9.1.

     "MANAGER" shall have the meaning set forth in Section 6.1.

     "NET PROFITS" and "NET LOSSES" shall mean the taxable income or loss, as
the case may be, for a period (or from a transaction) as determined in
accordance with Section 703(a) of the Code (for this purpose, all items of
income, gain, loss or deduction required to be separately stated pursuant to
Section 703(a)(l) of the Code shall be included in taxable income or loss)
computed with the following adjustments:

          (iv)   items of gain, loss, and deduction shall be computed based upon
     the Carrying Values of the Company's assets rather than upon the assets'
     adjusted bases for federal income tax purposes;

          (v)    the amount of any adjustments to the Carrying Values of any
     assets of the Company pursuant to Code Section 743 shall not be taken into
     account; and

          (vi)   any expenditure of the Company described in Section
     705(a)(2)(B) of the Code (including any expenditures treated as being so
     described pursuant to Treasury Regulations under Section 704(b) of the
     Code) shall be treated as a deductible expense.

                                      - 2 -


"PERSON" shall mean any natural person, company, government, political
subdivision, agency, instrumentality of a government, body corporate,
association, partnership, limited liability company, firm, joint venture, trust
or other entity recognized at law. When two or more "PERSONS" act as a
partnership, limited partnership, syndicate or other group for the purpose of
acquiring, holding or disposing of securities of an issuer, such syndicate or
group shall be deemed a "PERSON" for purposes of this definition.

     "REGULATIONS" means the Treasury Regulations promulgated under the Code, as
from time-to-time are in effect.

     "MEMBERS" shall mean the Persons listed on SCHEDULE A hereto, as amended
from time-to-time, granted a Membership Interest in the Company upon such terms
and conditions as provided in this Agreement and under the Act.

     "TRANSFER" shall mean: (a) any sale, assignment or transfer of any
Membership Interest, or any economic or voting rights associated with any
Membership Interest; (b) any sale, assignment or transfer of an economic
interest and/or a voting interest in an entity that, directly or indirectly,
holds any Membership Interest; (c) any sale, assignment or transfer of any
securities convertible into or exchangeable for any Membership Interest; (d) any
other direct or indirect, voluntary or involuntary, sale, assignment or transfer
of a Membership Interest or any interest therein.

                                   ARTICLE II
                    NAME, OFFICE AND FORMATION OF THE COMPANY

SECTION 2.1    NAME. The name of the Company shall be Jean Coutu Group Holdings
(USA), LLC.

SECTION 2.2    REGISTERED OFFICE AND AGENT. The registered office and agent of
the Company are as set forth in the Certificate of Formation, as it may be
amended from time to time.

SECTION 2.3    PRINCIPAL PLACE OF BUSINESS. The Company's principal place of
business, and the place where its books and records shall be kept, shall be 50
Service Avenue, Warwick, RI 02886 or such other place as may from time-to-time
be determined by the Members. The records of the Company will be available for
inspection and copying by the Members at such office to the extent required
under the Act during regular business hours.

SECTION 2.4    PURPOSE AND POWERS. The purpose of the Company is to hold a
beneficial interest in JCG Holdings (USA), Inc. and, in general, to have and
exercise all powers and privileges now or hereinafter granted to a limited
liability company under the provisions of the Act.

SECTION 2.5    TERM. The term of the Company shall commence as of the date the
Certificate of Formation is duly filed, and shall continue until the Company is
dissolved in accordance with this Agreement or pursuant to the Act.

                                      - 3 -


SECTION 2.6    CERTIFICATE OF FORMATION. The Certificate of Formation was
previously filed with the Secretary of State of Delaware, and agrees to, from
time-to-time, take such actions (including publication or periodic filings of
any certificate) as may be necessary for the formation or continuation of the
Company as a limited liability company under the provisions of the Act and the
terms of this Agreement.

                                   ARTICLE III
                                     MEMBERS

SECTION 3.1    CERTIFICATION OF MEMBERSHIP INTERESTS. The Company may issue to
each Member a certificate evidencing the Member's Membership Interests
("CERTIFICATE OF MEMBERSHIP INTERESTS").

SECTION 3.2    ANNUAL, REGULAR AND SPECIAL MEETINGS OF THE MEMBERS. The annual
meeting of the Members shall be held on such date and at such place and time as
the Members may designate (the "ANNUAL MEMBER'S MEETING"). If the Annual
Member's Meeting is for any reason not held on the date determined in accordance
with this Section, a special meeting in lieu of the Annual Member's Meeting may
be held with the full force and effect of such Annual Member's Meeting.

SECTION 3.3    NOTICE FOR MEETING OF MEMBERS. Except as may otherwise be
required by law, notice of any annual, regular or special meeting of the Members
shall be given by the Company to the Members by (a) hand-delivery, (b) delivery
to the Member's address on file with the Company, (c) first-class mail,
telecopier, or an internationally recognized overnight delivery service to such
address, or (d) other reasonable means of communication, such that, in any
event, the Members shall be in receipt of such notice in writing not less than
ten (10) days nor more than sixty (60) days prior to the date of such meeting.
Each notice shall state the date, time and place of the meeting, and shall
contain a description of the purpose(s) for which the meeting is called.

SECTION 3.4    WAIVER OF NOTICE. Whenever any written notice is required to be
given under this Article III, a waiver of notice signed, either before or after
the action for which notice is required, shall have the effect of written
notice. Attendance at any meeting shall also constitute a waiver of notice
unless an objection to the lack of notice is made at the beginning of the
meeting.

SECTION 3.5    MEMBERSHIP QUORUM AND VOTING. The presence of the Members shall
constitute a quorum at all meetings of the Members. The Members shall have one
(1) vote on each matter presented for action at a meeting of the Members. Except
as otherwise provided in this Agreement, when a quorum is present, any matter
shall be deemed to be approved by the Members if the Members votes in favor
thereof.

SECTION 3.6    ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the Members may be taken without a meeting if the Members consents in
writing to such action, and if such written consent is filed with the records of
the Company. Such consent shall be treated for all purposes as a vote at a
meeting.

                                      - 4 -


SECTION 3.7    LIMITED LIABILITY OF MEMBERS. The Members shall not, nor shall
any officer, director, employee or agent of the Members be, liable for any
debts, liabilities or obligations of the Company, The Members shall be
responsible:

     (a)  for the making of any contribution to the capital of the Company
required to be made by such Member pursuant to the terms of this Agreement; and

     (b)  for the amount of any distribution made to such Member that must be
returned to the Company pursuant to the Act.

                                   ARTICLE IV
                                 CAPITALIZATION

SECTION 4.1    CAPITAL CONTRIBUTIONS. The initial capital contribution of the
Members shall be as set forth opposite the Member's name on SCHEDULE B annexed
hereto. Except as otherwise provided herein, the Members shall not be entitled
to a return of its capital contributions to the Company.

SECTION 4.2    CAPITAL ACCOUNTS.

     (a)  The Company shall establish and maintain a capital account for the
Members (a "CAPITAL ACCOUNT) in accordance with the Code and the Regulations.

     (b)  The Members shall not be obligated to restore any deficit in its
Capital Account upon dissolution or liquidation.

     (c)  Upon transfer of any Capital Account, the Capital Account of the
transferee shall be adjusted to reflect the amount of the transferor's Capital
Account (or the applicable percentage interest thereof in the case of a partial
transfer) and the transferor's Capital Account shall be adjusted accordingly.

     (d)  If distributions under this Agreement are insufficient to return to
the Members the full amount of such Member's capital contributions to the
Company, such Member shall have no recourse against the Company for the return
of such capital contributions.

SECTION 4.3    RETURN OF CAPITAL AND WAIVER OF PARTITION. The Members have no
right to demand or receive from the Company any return of capital contributions
made pursuant to this Agreement, except with respect to distributions in
accordance with and during the term of this Agreement or upon dissolution of the
Company. The Members have no right to demand and receive any distribution from
the Company in any form other than cash.

SECTION 4.4    THIRD PARTY LOANS. The Company may, subject to Section 6.2,
borrow from third party lenders such amounts as the Board of Managers determines
is necessary, either for working capital or capital expenditures, on such terms
and conditions as the Board of Managers considers reasonable. The Board of
Managers may grant mortgages, security interests or other liens upon

                                      - 5 -


the assets of the Company as may be required by such third party lender to
secure any such borrowing.

SECTION 4.5    MEMBER LOANS. The Company may, subject to Section 6.2, borrow
from the Members or Affiliates of the Members such amounts as the Board of
Managers determines is necessary, either for working capital or capital
expenditures, on such terms and conditions as the Board of Managers considers
reasonable. The Board of Managers may grant mortgages, security interests or
other liens upon the assets of the Company as may be required by the Members or
Affiliate of the Members to secure any such borrowing. The Members shall not be
required to make any such loan.

                                    ARTICLE V
                          ALLOCATIONS AND DISTRIBUTIONS

SECTION 5.1    ALLOCATION OF NET PROFITS AND NET LOSSES.

     (a)  ALLOCATIONS OF NET PROFITS AND LOSSES. Except as provided in Section
5.2 and Article XII hereof, all Company Net Profits and Net Losses shall be
allocated to the Members in accordance with the provisions of this Section 5.1.

     (b)  ALLOCATION OF NET LOSSES. Net Losses of the Company available for
allocation shall be allocated to the Members in proportion to their respective
ownership of Membership Interests.

     (c)  ALLOCATION OF NET PROFITS. Net Profits of the Company available for
allocation shall be allocated to the Members.

SECTION 5.2    DISTRIBUTIONS. Available Cash of the Company available for
distribution, or a portion thereof, shall be distributed to the Members, and to
no other person without the prior written approval of the Members or its
designated affiliate, as authorized and directed by the Board of Managers in
accordance with the provisions of this Agreement; provided, however, that,
subject to any restrictions and limitations in any credit agreement with third
party lenders, if any, the Board of Managers shall, annually, authorize and
direct the distribution of a portion of the Available Cash of the Company to the
Members in an amount necessary for the payment of tax liabilities, both federal
and state, if any, arising from the Members holding Membership Interests in the
Company.

                                   ARTICLE VI
                                   MANAGEMENT

SECTION 6.1    BOARD OF MANAGERS. The overall management and control of the
business and affairs of the Company shall be vested in a Board of Managers (the
"BOARD OF MANAGERS"). The initial Board of Managers shall consist of one (1)
voting Manager (the "MANAGER"). The Members may increase or decrease the number
of Managers from time to time.

SECTION 6.2    POWERS OF BOARD OF MANAGERS. All management and other
responsibilities not specifically reserved to the Members in this Agreement
shall be vested in the Board of Managers, and the Members shall have no voting
rights except as specifically provided in this

                                      - 6 -


Agreement or as required by the Act. Each Manager shall devote such time to the
affairs of the Company as is reasonably necessary for the performance of his/her
duties hereunder. The Board of Managers shall have the right and power to
manage, operate and control the Company and to do all things necessary or
appropriate in furtherance thereof. Notwithstanding any provision of this
Agreement to the contrary, the Board of Managers shall not authorize or direct
any of the following actions without the prior written approval of the Members:

     (a)  authorize or approve the Company's establishment of any subsidiaries,
affiliates or other related companies, or any joint venture arrangements;

     (b)  authorize or approve any merger, consolidation, reorganization, or
sale or transfer of all or substantially all of the assets of the Company;

     (c)  authorize or approve any plan of dissolution of the Company, any
liquidating distribution of the Company's assets or other action related to the
dissolution or liquidation of the Company;

     (d)  authorize or approve any voluntary declaration of bankruptcy of the
Company or any consent by the Company to any involuntary bankruptcy filed
against the Company;

     (e)  amend, repeal, revise or adopt changes to the Certificate of Formation
or Limited Liability Company Agreement of the Company;

     (f)  authorize or approve any third party loans, Member loans, or other
borrowings, or grant any liens upon or security interests in any assets of the
Company with respect thereto or otherwise;

     (g)  authorize or approve the acquisition by the Company of the stock or
assets of any other business or entity; or

     (h)  increase or decrease the number of Managers.

SECTION 6.3    ELECTION AND TERM OF MANAGERS. The initial Manager shall be
Michel Coutu, and he shall serve until the first Annual Member's Meeting and
until his successor is duly elected and qualified. The first Board of Managers
shall be elected at the first Annual Member's Meeting. Each Manager elected at
the first Annual Member's Meeting shall serve for a term of one (1) year,
expiring when his/her successor is duly elected and qualified at the next
applicable Annual Member's Meeting. Nothing herein shall be construed to prevent
any of the following: (i) the election of a Manager to succeed himself/herself;
(ii) the election of a Manager for the remainder of an unexpired term of another
Manager; or (iii) an increase or decrease in the number of Managers.

SECTION 6.4    ANNUAL, REGULAR AND SPECIAL MEETINGS OF MANAGERS. The annual
meeting of the Board of Managers shall be held immediately following the Annual
Member's Meeting (the "ANNUAL MANAGER'S MEETING"). If the Annual Manager's
Meeting is for any reason not held on the date determined in accordance with
this Section, a special meeting in lieu of the Annual Manager's Meeting may be
held with the full force and effect of such Annual Manager's Meeting. Regular
meetings of the Board of Managers shall be held on such date and at such

                                      - 7 -


place and time as designated by the Board of Managers. Special meetings of the
Board of Managers may be called by the Members at any time.

SECTION 6.5    NOTICE FOR MEETING OF MANAGERS. Except as may otherwise be
required by law, notice of any annual, regular or special meeting of the Board
of Managers shall be given to a Manager by (a) hand-delivery, (b) delivery to
the Manager's address on file with the Company, (c) first-class mail or
telecopier to such address, or (d) other reasonable means of communication. Each
notice shall state the date, time and place of the meeting.

SECTION 6.6    WAIVER OF NOTICE. Whenever any written notice is required to be
given under this Article VI, a waiver of notice signed, either before or after
the action for which notice is required, shall have the effect of written
notice. Attendance at any meeting shall also constitute a waiver of notice
unless an objection to the lack of notice is made at the beginning of the
meeting.

SECTION 6.7    BOARD OF MANAGERS QUORUM AND VOTING. The presence in person of at
least fifty percent (50%) of the Managers shall constitute a quorum at all
meetings of the Board of Managers. If less than a quorum is present, any meeting
of the Board of Managers may be adjourned to a subsequent date or until a quorum
exists, without further notice, and at such adjourned meeting any business may
be transacted which might have been transacted at the original meeting. Each
Manager shall have one (1) vote on each matter presented for action at a meeting
of the Board of Managers. Except as otherwise provided in this Agreement, when a
quorum is present, any matter shall be deemed to be approved by the Board of
Managers if more than fifty percent (50%) of the Managers present at the
applicable meeting thereof vote in favor of such matter.

SECTION 6.8    ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the Board of Managers may be taken without a meeting if all those
entitled to vote thereon consent in writing to such action, and if such written
consents are filed with the records of the Company. Such consents shall be
treated for all purposes as a vote at a meeting.

SECTION 6.9    RESIGNATION OF MANAGERS. A Manager may resign at any time by
giving written notice of such resignation to the Members and the Board of
Managers. Such resignation shall be effective at the time specified in such
notice, or, if no time is specified, upon receipt of such notice by the Members
or earlier at the discretion of the Members. If the resignation is effective at
a future time, a successor may be elected before such time to take office when
the resignation becomes effective. Resignation as a Manager of the Company shall
also constitute resignation as an officer and employee of the Company.

SECTION 6.10   VACANCIES. Any vacancy among the Managers shall be filled by the
Members. Any Manager appointed to fill a vacancy shall: (a) meet the then
current conditions of eligibility to serve as Manager set forth in this
Agreement; and (b) serve until the expiration of the term of the vacancy he/she
was elected to fill. The Board shall have and may exercise all of its powers
notwithstanding the existence of one or more vacancies among the Managers.

SECTION 6.11   REMOVAL. Any Manager may be removed for any reason at any time by
the Members after written notice of such removal is given to the applicable
Manager. In any such event, the Members shall give written notice to the Board
of Managers of the name of the

                                      - 8 -


Manager so removed and the effective date of such removal. Removal as a Manager
of the Company shall also constitute removal as an officer and employee of the
Company. Election of a Manager shall not of itself create any contract rights.

SECTION 6.12   COMPENSATION. Each Manager may be paid compensation for the
performance of his/her duties as a Manager of the Company as determined by the
Members.

SECTION 6.13   OFFICERS. The Company shall have such officers as may be
appointed, from time to time, by the Board of Managers; provided, however, that
the Board of Managers shall appoint a President, a Secretary, and a Treasurer of
the Company to have such duties as the Board of Managers shall determine.

                                   ARTICLE VII
                             LIMITATION ON LIABILITY

     No current or former Manager of the Company shall be personally liable to
the Company or the Members for monetary damages for breach of fiduciary duty as
a Manager of the Company notwithstanding any provision of law imposing such
liability; provided, however, that this provision shall not eliminate liability
of a Manager: (i) for any breach of the Manager's duty of loyalty to the Company
or the Members; (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; or (iii) for any
transaction from which the Manager derived an improper personal benefit. No
amendment or repeal of this paragraph shall adversely affect any of the rights
or protection afforded to a Manager of the Company for or with respect to any
acts or omissions of such Manager occurring prior to such amendment or repeal.

                                  ARTICLE VIII
                             ADMINISTRATIVE MATTERS

SECTION 8.1    BOOKS OF ACCOUNT. At all times the Company shall maintain or
cause to be maintained true and proper books, records, reports and accounts in
accordance with generally accepted accounting principles, consistently applied,
in which shall be entered fully and accurately all transactions of the Company.
The Company shall keep vouchers, statements, receipted bills and invoices and
all other records in connection with the Company's business.

SECTION 8.2    REPORTS. The Company shall provide the Members with such reports
as may be reasonably requested and required to keep such Member advised of the
Company's current and projected operations and financial condition.

SECTION 8.3    TAX MATTERS HANDLED BY THE MEMBERS. The Members shall have
exclusive authority to negotiate with, to conclude agreements with, or to refuse
to agree with federal, state, local and foreign taxing authorities as to the
taxable income of the Company for any taxable period. The Members may also make
such elections, including, without limitation, an election under Section 754 of
the Code, as the Members may determine.

SECTION 8.4    FISCAL YEAR. The fiscal year of the Company shall end on the last
Saturday of May in each year.

                                      - 9 -


                                   ARTICLE IX
                   TRANSFER OF MEMBERSHIP INTEREST BY MEMBERS

SECTION 9.1    TRANSFER OF MEMBERSHIP INTEREST. The Members may Transfer any
part or all of its rights and interest (including, but not limited to, its
Capital Account) in the Company (each a "MEMBERSHIP INTEREST") now owned or
hereafter acquired to any Person, and the transferee of such Membership Interest
shall become a Member of the Company; provided, however, that any Person that is
a transferee of a Membership Interest as a result of an assignment thereof shall
only become a Member of the Company upon the written approval of the Members.

                                    ARTICLE X
                                 INDEMNIFICATION

SECTION 10.1   INDEMNIFICATION BY COMPANY. The Company shall indemnify, defend
and hold the Members, and each Manager, officer, employee and agent of the
Company harmless to the fullest extent permitted by law.

SECTION 10.2   RIGHT NOT EXCLUSIVE. The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article X shall not be exclusive of any other
right that any person may have or hereafter acquire under any statute, provision
of the Certificate of Formation, provision of this Agreement, vote of the
Members or otherwise.

SECTION 10.3   INSURANCE. The Company may maintain insurance, at its expense, to
protect itself, the Members, or any Manager, officer, employee or agent of the
Company against any expense, liability or loss, whether or not the Company would
have the power to indemnify such Person against such expense, liability or loss
by law.

SECTION 10.4   AMENDMENT. Any amendment, repeal or modification of any provision
of this Article X shall not adversely affect any right or protection of the
Members, or any Manager, employee or agent of the Company existing at the time
of such amendment, repeal or modification.

                                   ARTICLE XI
                                   DISSOLUTION

SECTION 11.1   EVENTS OF DISSOLUTION. Notwithstanding any provision of the Act
to the contrary, the Company shall only be dissolved within sixty (60) days
after the occurrence of any of the following events (each an "Event of
Dissolution"), unless within said sixty (60) day period the Members agrees in
writing to continue the Company:

     (a)  the written agreement to dissolve the Company of the Members;

     (b)  when the Company is declared bankrupt;

     (c)  the sale or other disposition of all or substantially all the assets
of the Company; or

                                     - 10 -


     (d)  the entry of a decree of judicial dissolution of the Company.

SECTION 11.2   WINDING UP. Upon the happening of an Event of Dissolution, the
Company shall not conduct business or engage in any activity not necessary or
appropriate to winding-up its business and liquidating, and shall proceed
promptly to wind up its affairs in an orderly manner, to liquidate its assets,
to satisfy the claims of its creditors, and to distribute its remaining assets
to the Members. The Members shall be responsible for supervising the winding-up
and liquidation of the Company and shall dispose of the assets of the Company as
promptly as is consistent with obtaining fair value therefore. The proceeds of
the disposition of the assets of the Company shall be applied in the following
order of priority:

     (a)  First, to the payment, in order of priority, of all Company debts to
creditors other than the Members;

     (b)  Next, to the payment, in the order of priority, and, thereafter, pro
rata, of the debts of the Company owed to the Members;

     (c)  Next, to the Members in accordance with the balance in its Capital
Account; and

     (d)  Any balance to the Members.

SECTION 11.3   NOTICE OF DISSOLUTION. Within thirty (30) days of the happening
of an Event of Dissolution, the Company shall give written notice thereof to the
Members, to all creditors of the Company, to the banks and other financial
institutions with which the Company does business, and to all other parties with
whom the Company conducts business, and shall publish notice of dissolution in
accordance with the provisions of the Act.

                                   ARTICLE XII
                                 SALE OF ASSETS

     Upon the sale or other disposition of all or substantially all of the
Company's assets the Net Profits arising thereof shall be distributed in
accordance with the terms of Section 5.1 of this Agreement, and the proceeds
thereof shall be distributed in accordance with the terms of Section 11.2 of
this Agreement.

                                  ARTICLE XIII
                                  MISCELLANEOUS

SECTION 13.1   AMENDMENT. This Agreement may be amended by the Members by
written action.

SECTION 13.2   WAIVER. Any waiver of any of the terms hereof shall be in
writing, shall be effective only for the instance for which it is given and
shall not constitute a waiver of a subsequent occurrence or of any other
provision hereof.

SECTION 13.3   NOTICES. Except as otherwise set forth herein, all notices,
requests, demands and other communications made with respect to this Agreement
or any other agreements executed in connection herewith shall be in writing, and
personally delivered, sent by registered or certified

                                     - 11 -


mail (postage prepaid), by telecopier or by prepaid internationally recognized
overnight delivery service, and shall be deemed to be effective on the day that
such writing is delivered or, if given by registered or certified mail, ten (10)
days after being deposited in the mails, postage prepaid, in accordance with
this Section 13.3. All such notices shall be addressed as follows:

if to the Company:

               JCG Holdings (USA), LLC
               Attn: Michel Coutu
               50 Service Avenue
               Warwick, RI 02886
               Facsimile: (401)825-3997

if to the Members, at the address of such member set forth in SCHEDULE A hereto
or to such other address as may be specified in a notice given to the other
parties hereto in accordance with this Section 13.3.

SECTION 13.4   BINDING AGREEMENT. This Agreement shall be binding upon the
executors, administrators, estates, heirs and legal successors of the parties
hereto.

SECTION 13.5   GOVERNING LAW. This Agreement and all questions arising hereunder
shall be resolved in accordance with the laws of The State of Delaware, except
for any choice of law provisions of Delaware law that would result in the
application of the substantive laws of another jurisdiction.

SECTION 13.6   SEVERABILITY. If one or more provisions of this Agreement is held
or found to be invalid, illegal or unenforceable in any respect, the
provision(s) shall be given effect to the extent permitted by law, and the
invalidity, illegality or unenforceability thereof shall not affect the validity
or enforceability of the remaining provisions of this Agreement.

SECTION 13.7   COUNTERPARTS. This Agreement may be executed in several
counterparts, and all counterparts so executed shall constitute one agreement,
binding on all the parties hereto, notwithstanding that all the parties hereto
are not signatory to the original or the same counterpart.

SECTION 13.8   ENTIRE AGREEMENT. This Agreement is intended by the Members to
constitute the "limited liability company agreement" of the Company within the
meaning of the Act. This Agreement contains the entire understanding of the
Members with respect to the subject matter hereof.

SECTION 13.9   HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning thereof.

                            [SIGNATURE PAGE FOLLOWS]

                                     - 12 -


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.

WITNESS                                 THE JEAN COUTU GROUP (PJC) USA, INC.


By: /s/ DEBRA LEVIN                     By: /s/ MICHEL COUTU
   ----------------------------------      ----------------------------------
Name:                                   Name: Michel Coutu
                                        Its:  President



                                   SCHEDULE A



MEMBER                                      ADDRESS
- ------                                      -------
                                     
The Jean Coutu Group (PJC) USA, Inc.    50 Service Avenue
                                        Warwick, RI 02886




                                   SCHEDULE B



MEMBER                                  INITIAL CAPITAL CONTRIBUTION
- ------                                  ----------------------------
                                         
The Jean Coutu Group (PJC)                  $  1.00
USA, Inc.

EX-3.25

                                                                    Exhibit 3.25

                                                                          PAGE 1

                                    DELAWARE

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "MAXI DRUG NORTH, INC. " AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D.
2001, AT 9 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-SEVENTH DAY OF
MAY, A.D. 2003, AT 2:41 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


[SEAL]

3474265 8100H

040547037

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State
                                       AUTHENTICATION:  3256530

                                                     DATE: 07-27-04



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 12/28/2001
                                                          010676134 - 3474265

                          CERTIFICATE OF INCORPORATION
                                       OF
                              MAXI DRUG NORTH, INC.

FIRST: The name of the Corporation is Maxi Drug North, Inc.

SECOND: The address of the Corporation's registered office in the State of
Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County
of New Castle. The name and address of the Corporation's registered agent at
such address is Corporation Service Company.

THIRD: The nature of the business and purposes to be conducted or promoted by
the Corporation are as follows:

To own and operate pharmacies and to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware, whether or not related to the foregoing, and to have and
exercise all of the powers conferred by the laws of the State of Delaware upon
corporations incorporated or organized under such Law.

FOURTH: The total number of shares of capital stock which the Corporation has
authority to issue is 3,000 shares of Common Stock with $0.01 par value per
share.

FIFTH: The name and mailing address of the sole incorporator are as follows;



Name                                Mailing Address
- ----                                ----------------
                                 
Julianne M. Ells                    Sullivan & Worcester LLP
                                    One Post Office Square
                                    Boston, Massachusetts 02109


SIXTH: In furtherance and not in limitation of powers conferred by statute, it
is further provided:

     (a) Election of directors need not be by written ballot unless so provided
in the By-Laws of the Corporation.

     (b) The Board of Directors is expressly authorized to adopt, amend or
repeal the By-Laws of the Corporation.

SEVENTH: The Corporation shall have and may exercise, to the fullest extent
permitted by Delaware law, and as provided in the By-laws as in effect from time
to time, the power to indemnify its officers, directors, employees and agents,
and persons acting at the request of the Corporation as directors, officers,
partners, members, trustees, employees or agents of other entities, whether
corporations, partnerships, joint ventures, limited liability companies, trusts
or other enterprises, or non-profit entities.

                                       -1-


EIGHTH: No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except to the extent that exculpation from liability is not permitted under the
General Corporation Law of the state of Delaware as in effect when such breach
occurred. Neither the amendment nor repeal of this Article EIGHTH nor the
adoption of any provision of this Certificate of Incorporation inconsistent with
this Article EIGHTH shall reduce, eliminate or adversely affect the effect of
this Article EIGHTH in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article EIGHTH, would accrue or arise, prior to
the effectiveness of such amendment, repeal or adoption.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein
are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto set my hand on December 28, 2001.

                                                /s/ Julianne M. Ells
                                                ------------------------
                                                Julianne M. Ells
                                                Sole Incorporator

                                       -2-

EX-3.26

                                                                    Exhibit 3.26

                                     BY-LAWS

                                       OF

                              MAXI DRUG NORTH, INC.
                            (a Delaware Corporation)

                           Adopted December 28, 2001



                                TABLE OF CONTENTS



                                                                                                   Page
                                                                                                   ----
                                                                                                  
ARTICLE I OFFICES AND SEAL............................................................................1
SECTION 1. Registered Office..........................................................................1
SECTION 2. Other Offices..............................................................................1
SECTION 3. Seal.......................................................................................1

ARTICLE II MEETINGS OF STOCKHOLDERS...................................................................1
SECTION 1. Place of Meeting...........................................................................1
SECTION 2. Annual Meeting.............................................................................1
SECTION 3. Special Meetings...........................................................................1
SECTION 4. Notice.....................................................................................2
SECTION 5. Presiding Officer..........................................................................2
SECTION 6. Quorum and Adjournments....................................................................2
SECTION 7. Votes; Proxies.............................................................................3
SECTION 8. Action Without Meeting.....................................................................3

ARTICLE III DIRECTORS.................................................................................4
SECTION 1. General Powers.............................................................................4
SECTION 2. Number and Election........................................................................4
SECTION 3. Term of Office.............................................................................5
SECTION 4. Vacancies..................................................................................5
SECTION 5. Removal by Stockholders....................................................................5
SECTION 6. Resignation of Directors...................................................................5
SECTION 7. Compensation...............................................................................5

ARTICLE IV MEETINGS OF DIRECTORS......................................................................5
SECTION 1. Time and Place of Meetings of New Board....................................................5
SECTION 2. Regular Meetings...........................................................................6
SECTION 3. Presiding Officer..........................................................................6
SECTION 4. Votes......................................................................................6
SECTION 5. Quorum and Adjournment.....................................................................6
SECTION 6. Action Without Meeting.....................................................................7
SECTION 7. Limitation of Liability....................................................................7
SECTION 8. Participation via Communications Equipment.................................................7
SECTION 9. Minutes....................................................................................7

ARTICLE V COMMITTEES OF DIRECTORS.....................................................................7
SECTION 1. Executive Committee........................................................................7
SECTION 2. Audit Committee............................................................................9
SECTION 3. Other Committees...........................................................................9
SECTION 4. Term of Office............................................................................10


                                        i


                                TABLE OF CONTENTS
                                  (continued)



                                                                                                   Page
                                                                                                   ----
                                                                                                  
ARTICLE VI NOTICES...................................................................................10
SECTION 1. How Made..................................................................................10
SECTION 2. Waiver of Notice..........................................................................10

ARTICLE VII OFFICERS.................................................................................11
SECTION 1. Officers..................................................................................11
SECTION 2. How Elected...............................................................................11
SECTION 3. Tenure........................................................................... ........11
SECTION 4. Removal...................................................................................11
SECTION 5. Resignation...............................................................................11
SECTION 6. Compensation..............................................................................11
SECTION 7. Vacancies.................................................................................11
SECTION 8. Chairman of the Board.....................................................................11
SECTION 9. President.................................................................................12
SECTION 10. Executive Vice Presidents and Vice Presidents............................................12
SECTION 11. Secretary................................................................................12
SECTION 12. Assistant Secretaries....................................................................12
SECTION 13. Treasurer................................................................................12
SECTION 14. Assistant Treasurers.....................................................................13
SECTION 15. Controller...............................................................................13
SECTION 16. Assistant Controllers............................................................. ......13
SECTION 17. Subordinate Officers.....................................................................13

ARTICLE VIII CERTIFICATES OF STOCK...................................................................13
SECTION 1. Form and Execution of Certificates........................................................13
SECTION 2. Transfer of Shares........................................................................14
SECTION 3. Closing of Transfer Books.................................................................14
SECTION 4. Fixing Date for Determination of Stockholders of Record...................................15
SECTION 5. Lost or Destroyed Certificates............................................................15
SECTION 6. Uncertificated Shares.....................................................................16
SECTION 7. Stock Ledger..............................................................................16
SECTION 8. Close Corporation.........................................................................16

ARTICLE IX EXECUTION OF DOCUMENTS....................................................................16
SECTION 1. Execution of Checks, Notes, etc...........................................................16
SECTION 2. Execution of Contracts, Assignments, etc..................................................17
SECTION 3. Execution of Proxies......................................................................17

ARTICLE X INSPECTION OF BOOKS........................................................................17


                                       ii


                                TABLE OF CONTENTS
                                   (continued)



                                                                                                   Page
                                                                                                   ----
                                                                                                  
ARTICLE XI FISCAL YEAR...............................................................................17

ARTICLE XII AMENDMENTS...............................................................................17

ARTICLE XIII INDEMNIFICATION.........................................................................18
SECTION 1. Indemnification of Officers, Directors and Others.........................................18
SECTION 2. Authorization.............................................................................19
SECTION 3. Expense Advance...........................................................................20
SECTION 4. Nonexclusivity............................................................................20
SECTION 5. Insurance.................................................................................20
SECTION 6. "The Corporation".........................................................................20
SECTION 7. Other Indemnification.....................................................................20
SECTION 8. Other Definitions.........................................................................21
SECTION 9. Continuation of Indemnification...........................................................21
SECTION 10. Amendment or Repeal......................................................................21

ARTICLE XIV MISCELLANEOUS............................................................................21
SECTION 1. Annual Statements.........................................................................21
SECTION 2. Checks, etc...............................................................................21
SECTION 3. Licenses and Permits......................................................................21


                                      iii


                              MAXI DRUG NORTH, INC.
                            (a Delaware Corporation)

                                     BY-LAWS

                                    ARTICLE I

                                OFFICES AND SEAL

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be located in Wilmington, County of New Castle, State of Delaware, and the
name of the resident agent in charge thereof shall be Corporation Service
Company.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places, within or without the State of Delaware, as the Board of Directors
may from time to time appoint or the business of the Corporation may require.

     SECTION 3. SEAL. The seal of the Corporation shall, subject to alteration
by the Board of Directors, consist of a flat-faced circular die with the word
"Delaware", together with the name of the Corporation and the year of
incorporation, cut or engraved thereon. The seal may be used by causing it, or a
facsimile thereof to be affixed, impressed, reproduced or used in any other
manner permitted by law.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETING. Meetings of the stockholders shall be held
either within or without the State of Delaware at such place as the Board of
Directors may fix from time to time, or if the Board of Directors does not fix
the place, by the person or group calling the meeting, and as stated in the
notice of meeting.

     SECTION 2. ANNUAL MEETING. Beginning with the first calendar year after the
year of incorporation, an annual meeting of the stockholders shall be held on
the last Friday of September each year (or if that be a legal holiday in the
place where the meeting is to be held, on the next succeeding business day). The
purposes for which the annual meeting is to be held in addition to those
prescribed by law, the Certificate of Incorporation or these By-Laws, shall be
specified by the director(s) or the President. If no annual meeting is held in
accordance with this Section, a special meeting may be held in lieu thereof, and
any action taken at such a meeting shall have the same effect as if taken by the
annual meeting.

     SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose or purposes may be called by the Chairman of the Board of Directors, if
there be one, the President,



and special meetings shall be called by the President or the Secretary at the
request in writing of at least half of the Board of Directors or of holders
often percent (10%) or more of the shares entitled to vote at the meeting. Such
request of stockholders shall state the purpose or purposes of the proposed
meeting. The business transacted at any special meeting of the stockholders
shall be limited to the purpose or purposes stated in the notice of the meeting,
unless otherwise agreed by all stockholders present in person or by proxy and
entitled to vote at the meeting.

     SECTION 4. NOTICE. Written or printed notice of every meeting of
stockholders, annual or special, stating the hour, date and place thereof, and
the purpose or purposes in general terms for which the meeting is called shall,
not less than ten (10) days, or such longer period as shall be provided by law,
the Certificate of Incorporation, these By-Laws, or otherwise, and not more than
sixty (60) days before such meeting. Such notice shall be given in the manner
set forth in Article VI.

     SECTION 5. PRESIDING OFFICER. The President shall preside at all meetings
of the stockholders, unless the Board of Directors shall have elected a person
other than the President to serve as Chairman; in the absence of the President,
the Chairman of the Board, if any, shall preside. In the absence of both the
Chairman of the Board and the President, a presiding officer shall be selected
by vote of the holders of a majority of the shares of stock whose holders are
present in person or by proxy and entitled to vote at the meeting.

     SECTION 6. QUORUM AND ADJOURNMENTS. Except as otherwise provided by law or
by the Certificate of Incorporation, the presence in person or by proxy at any
meeting of stockholders of the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote
thereat, shall be requisite and shall constitute a quorum. If two or more
classes of stock are entitled to vote as separate classes upon any question,
then, in the case of each such class, a quorum for the consideration of such
question shall, except as otherwise provided by law or by the Certificate of
Incorporation, consist of a majority in interest of all stock of that class
issued, outstanding and entitled to vote. If a majority of the shares of capital
stock of the Corporation issued and outstanding and entitled to vote thereat or,
where a larger quorum is required, such quorum, shall not be represented at any
meeting of the stockholders regularly called, the holders of a majority of the
shares present or represented by proxy and entitled to vote thereat shall have
power to adjourn the meeting to another time, or to another time and place,
without notice other than announcement of adjournment at the meeting, and there
may be successive adjournments for like cause and in like manner until the
requisite amount of shares entitled to vote at such meeting shall be
represented; provided, however, that if the adjournment is for more than thirty
(30) days, notice of the hour, date and place of the adjourned meeting shall be
given to each stockholder entitled to vote thereat. Subject to the requirements
of law and the Certificate of Incorporation, on any issue on which two or more
classes of stock are entitled to vote separately, no adjournment shall be taken
with respect to any class for which a quorum is present unless the Chairman of
the meeting otherwise directs. At any meeting held to consider matters which
were subject to adjournment for want of a quorum at which the requisite amount
of shares entitled to vote thereat shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed.

                                       -2-


     SECTION 7. VOTES; PROXIES. Except as otherwise provided in the Certificate
of Incorporation, at each meeting of stockholders, every stockholder of record
at the closing of the transfer books, if closed, or on the date set by the Board
of Directors for the determination of stockholders entitled to vote at such
meeting, shall have one vote for each share of stock entitled to vote which is
registered in such stockholder's name on the books of the Corporation, and, in
the election of directors, may vote cumulatively to the extent, if any, and in
the manner authorized in the Certificate of Incorporation.

     At each such meeting every stockholder entitled to vote shall be entitled
to do so in person, by electronic means or by proxy appointed by an instrument
in writing or as otherwise permitted by law subscribed by such stockholder and
bearing a date not more than three (3) years prior to the meeting in question,
unless said instrument provides for a longer period during which it is to remain
in force. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or any interest in the Corporation generally. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing with the Secretary of the Corporation
an instrument in writing or as otherwise permitted by law revoking the proxy or
another duly executed proxy bearing a later date. No proxy be valid after 11
months from its date, unless otherwise provided therein.

     Voting at meetings of stockholders need not be by written ballot and,
except as otherwise provided by law, need not be conducted by inspectors of
election unless so determined by the Chairman of the meeting or by the holders
of shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or represented by proxy at such meeting. If it is required or
determined that inspectors of election be appointed, the Chairman shall appoint
two inspectors of election, who shall first take and subscribe an oath or
affirmation faithfully to execute the duties of inspectors at such meeting with
strict impartiality and according to the best of their ability. The inspectors
so appointed shall take charge of the polls and, after the balloting, shall make
a certificate of the result of the vote taken. No director or candidate for the
office of director shall be appointed as such inspector. At all meetings of the
stockholders, all questions relating to the qualification of voters shall be
decided by the presiding officer of the meeting.

     At any meeting at which a quorum is present, a plurality of the votes
properly cast for election to fill any vacancy on the Board of Directors shall
be sufficient to elect a candidate to fill such vacancy, and a majority of the
votes properly cast upon any other question shall decide the question, except in
any case where a larger vote is required by law, the Certificate of
Incorporation, these By-Laws, or otherwise.

     SECTION 8. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation, any action required or permitted by the Delaware
General Corporation Law to be taken at any annual or special meeting of the
stockholders of the Corporation, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not

                                       -3-


less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested.

     Every written consent shall bear the date of signature of each stockholder
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the
earliest dated consent delivered in the manner required by this section to the
Corporation, written consents signed by a sufficient number of stockholders to
take action are delivered to the Corporation by delivery to its registered
office in Delaware, its principal place of business, or an officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.

     Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing. In the event that the action which is consented
to is such as would have required the filing of a certificate under any section
of the Delaware General Corporation Law other than Section 228 thereof, if such
action had been voted on by stockholders at a meeting thereof, the certificate
filed under such other section shall state, in lieu of any statement required by
such section concerning any vote of stockholders, that written consent has been
given in accordance with Section 228 of the Delaware General Corporation Law,
and that written notice has been given as provided in such Section 228.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors, which may
exercise all of the powers of the Corporation except such as are by law, the
Certificate of Incorporation, or these By-Laws conferred upon or reserved to the
stockholders.

     SECTION 2. NUMBER AND ELECTION. The Board of Directors shall number no less
than one (1) nor greater than seven (7). Directors elected by a majority vote,
may nominate successor directors, unless only one director is in office. Until
the first meeting of the directors is held, the Board of Directors shall consist
of the persons named as such in the written consent of the Sole Incorporator.
Thereafter, and at such subsequent annual meeting of the stockholders, the
stockholders shall elect Directors and determine the number of members of the
Board of Directors.

     At any time during any year, except as otherwise provided by law, the
Certificate of

                                       -4-


Incorporation, these By-Laws, or otherwise, the number of directors may be
increased or reduced, in each case by vote of a majority of the stock issued and
outstanding and present in person or represented by proxy and entitled to vote
for the election of directors.

     SECTION 3. TERM OF OFFICE. Each director shall hold office until the next
annual meeting of stockholders, provided that if he or she is not re-elected or
if his or her successor is not elected thereat and there remains a vacancy in
the Board of Directors, he or she shall serve until his or her successor is duly
elected and qualified or until his or her earlier death or resignation, subject
to the right of the stockholders at any time to remove any director or directors
as provided in Section 4 of this Article. Directors need not be stockholders of
the Corporation.

     SECTION 4. VACANCIES. If any vacancy shall occur among the directors, or if
the number of directors shall at any time be increased, the directors then in
office, although less than a quorum, by a majority vote may fill the vacancies
or newly-created directorships, or in the absence of any such director, by the
holders of stock of each class acting at special meeting of stockholders. A
director elected to fill a vacancy shall hold office during the remainder of the
term of the director he or she replaces.

     SECTION 5. REMOVAL BY STOCKHOLDERS. Except as otherwise provided by law,
the Certificate of Incorporation or otherwise, the holders of record of the
capital stock of the Corporation entitled to vote for the election of directors
may, by a majority vote, remove any director or directors, with or without
cause, and, in their discretion, elect a new director or directors in place
thereof.

     SECTION 6. RESIGNATION OF DIRECTORS. A Director may resign at any time by
giving written notice of his or her resignation to the Chairman of the Board of
Directors or the President. His or her resignation shall take effect at the time
received unless another time is specified in the notice.

     SECTION 7. COMPENSATION. Directors shall receive compensation for their
services, as such, and for service on any Committee of the Board of Directors,
as fixed by resolution of the Board of Directors and for expenses of attendance
at each regular or special meeting of the Board or any Committee thereof.
Nothing in this Section shall be construed to preclude a director from serving
the Corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                              MEETINGS OF DIRECTORS

     SECTION 1. TIME AND PLACE OF MEETINGS OF NEW BOARD. The first meeting of
each newly elected Board of Directors shall be held at such time and place as
are fixed by the vote of the stockholders at the annual meeting, and no notice
of such meeting shall be necessary in order legally to constitute the meeting,
provided a quorum is present. If the stockholders fail to fix the time or place
of the newly elected Board of Directors, or if such meeting is not held at the
time

                                       -5-


and place so fixed by the stockholders, the meeting may be held at such time and
place as are specified in a notice given as hereinafter provided for special
meetings of the Board.

     SECTION 2. REGULAR MEETINGS. Meetings of the Board of Directors shall be
held at such place, within or without the State of Delaware, as may from time to
time be fixed by resolution of the Board of Directors or by the Chairman of the
Board, if there be one, or by the President, and as may be specified in the
notice or waiver of notice of any meeting. Meetings may be held at any time upon
the call of the Chairman of the Board, if there be one, or the President or any
two (2) of the directors in office by oral, telegraphic, telex, telecopy or
other form of electronic transmission, or written notice, duly served or sent or
mailed to each director not less than twenty-four (24) hours before such
meeting, except that, if mailed, not less than seventy two (72) hours before
such meeting.

     Meetings may be held at any time and place without notice if all the
directors are present and do not object to the holding of such meeting for lack
of proper notice or if those not present shall, in writing or by telegram,
telex, telecopy or other form of electronic transmission, waive notice thereof.
A regular meeting of the Board may be held without notice immediately following
the annual meeting of stockholders at the place where such meeting is held.
Regular meetings of the Board may also be held without notice at such time and
place as shall from time to time be determined by resolution of the Board.
Except as otherwise provided by law, the Certificate of Incorporation or
otherwise, neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors or any committee thereof
need be specified in any written waiver of notice.

     Members of the Board of Directors or any committee thereof may participate
in a meeting of such Board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other and participation in a meeting pursuant to the
foregoing provisions shall constitute presence in person at the meeting.

     SECTION 3. PRESIDING OFFICER. The Chairman of the Board, or if he or she
has not been elected, the President, shall preside at all meetings of the Board
of Directors. In the absence of the Chairman of the Board and the President, a
presiding officer shall be selected by a majority vote of the members of the
Board present at the meeting.

     SECTION 4. VOTES. Except as otherwise provided by law, the Certificate of
Incorporation or otherwise, the vote of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.

     SECTION 5. QUORUM AND ADJOURNMENT. Except as otherwise provided by law, the
Certificate of Incorporation or otherwise, a majority of the directors shall
constitute a quorum for the transaction of business. If at any meeting of the
Board there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time without notice other than announcement of
the adjournment at the meeting, and at such adjourned meeting at which a quorum
is present any business may be transacted which might have been transacted at
the meeting as originally noticed. The directors present at a duly called or
held meeting at which

                                       -6-


a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum,
unless a majority of present members object.

     SECTION 6. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee. Such consent shall be
treated as a vote adopted at a meeting for all purposes. Such consents may be
executed in one or more counterparts and not every Director or committee member
need sign the same counterpart.

     SECTION 7. LIMITATION OF LIABILITY. No director shall be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such liability;
provided, however, that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for any transaction from which the director derived an improper personal
benefit.

     SECTION 8. PARTICIPATION VIA COMMUNICATIONS EQUIPMENT. Directors may
participate in a meeting of the Board of Directors or of any Committee of the
Board of Directors by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
and speak to each other, and such participation in the meeting shall constitute
presence in person at such meeting.

     SECTION 9. MINUTES. Minutes shall be kept of all meetings of the Board of
Directors. If the Secretary of the Corporation is not present at the meeting,
the minutes shall be kept by a person designated by the Chairman of the meeting
and shall be filed with the Secretary. Minutes of meetings of a Committee shall
be distributed to the Board of Directors in accordance with resolutions
establishing such Committee.

                                    ARTICLE V

                             COMMITTEES OF DIRECTORS

     SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors may, by resolution
passed by a majority of the whole Board, appoint an Executive Committee of one
(1) or more members, to serve during the pleasure of the Board, to consist of
such directors as the Board may from time to time designate. The Board of
Directors shall designate the Chairman of the Executive Committee.

     (a)  PROCEDURE. The Executive Committee shall, by a vote of a majority of
          its members, fix its own times and places of meeting, determine the
          number of its members constituting a quorum for the transaction of
          business, and prescribe its

                                       -7-


          own rules of procedure, no change in which shall be made save by a
          majority vote of its members.

     (b)  RESPONSIBILITIES. During the intervals between the meetings of the
          Board of Directors, except as otherwise provided by the Board of
          Directors in establishing such Committee or otherwise, the Executive
          Committee shall possess and may exercise all the powers of the Board
          in the management and direction of the business and affairs of the
          Corporation; provided, however, that the Executive Committee shall
          not, except to the extent the Certificate of Incorporation or the
          resolution providing for the issuance of shares of stock adopted by
          the Board of Directors as provided in Section 151(a) of the Delaware
          General Business Corporation Law, have the power:

          (i)    to amend or authorize the amendment of the Certificate of
                 Incorporation or these By-Laws;

          (ii)   to authorize the issuance of stock;

          (iii)  to authorize the payment of any dividend;

          (iv)   to adopt an agreement of merger or consolidation of the
                 Corporation or to recommend to the stockholders the sale, lease
                 or exchange of all or substantially all the property and
                 business of the Corporation;

          (v)    to recommend to the stockholders a dissolution, or a revocation
                 of a dissolution, of the Corporation;

          (vi)   to adopt a certificate of ownership and merger pursuant to
                 Section 253 of the Delaware Business Corporation Law;

          (vii)  to fill a vacancy on the Board of Directors, remove a director,
                 fix the compensation of the directors for serving on the Board
                 of Directors, or amend or repeal any resolution of the Board of
                 Directors that is not by its terms so amendable or repealable;
                 or

          (viii) to elect any of the principal officers or remove any of the
                 officers elected by the Board of Directors.

     (c)  REPORTS. The Executive Committee shall keep regular minutes of its
          proceedings, and all action by the Executive Committee shall be
          reported promptly to the Board of Directors. Such action shall be
          subject to review, amendment and repeal by the Board, provided that no
          rights of third parties shall be adversely affected by such review,
          amendment or repeal.

     (d)  APPOINTMENT OF ADDITIONAL MEMBERS. In the absence or disqualification
          of any member of the Executive Committee, the member or members
          thereof present at

                                       -8-


          any meeting and not disqualified from voting, whether or not
          constituting a quorum, may unanimously appoint another member of the
          Board of Directors to act at the meeting in place of any such absent
          or disqualified member.

     SECTION 2. AUDIT COMMITTEE. The Board of Directors may, by resolution
passed by a majority of the whole Board, appoint an Audit Committee of one (1)
or more members who shall not be officers or employees of the Corporation to
serve during the pleasure of the Board. The Board of Directors shall designate
the Chairman of the Audit Committee.

     (a)  PROCEDURE. The Audit Committee, by a vote of a majority of its
          members, shall fix its own times and places of meeting, shall
          determine the number of its members constituting a quorum for the
          transaction of business, and shall prescribe its own rules of
          procedure, no change in which shall be made save by a majority vote of
          its members.

     (b)  RESPONSIBILITIES. The Audit Committee shall review the annual
          financial statements of the Corporation prior to their submission to
          the Board of Directors, shall consult with the Corporation's
          independent auditors, and may examine and consider such other matters
          in relation to the internal and external audit of the Corporation's
          accounts and in relation to the financial affairs of the
          Corporation and its accounts, including the selection and retention of
          independent auditors, as the Audit Committee may, in its discretion,
          determine to be desirable.

     (c)  REPORTS. The Audit Committee shall keep regular minutes of its
          proceedings, and all action by the Audit Committee shall, from time to
          time, be reported to the Board of Directors as it shall direct. Such
          action shall be subject to review, amendment and repeal by the Board,
          provided that no rights of third parties shall be adversely affected
          by such review, amendment or repeal.

     (d)  APPOINTMENT OF ADDITIONAL MEMBERS. In the absence or disqualification
          of any member of the Audit Committee, the member or members thereof
          present at any meeting and not disqualified from voting, whether or
          not constituting a quorum, may unanimously appoint another member of
          the Board of Directors to act at the meeting in place of any such
          absent or disqualified member.

     SECTION 3. OTHER COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, at any time appoint one or more other
committees from and outside of its own number. Every such committee must include
at least one (1) member of the Board of Directors. The Board may from time to
time designate or alter, within the limits permitted by law, the Certificate of
Incorporation and this Article, if applicable, the duties, powers and number of
members of such other committees or change their membership, and may at any time
abolish such other committees or any of them.

     (a)  PROCEDURE. Each committee, appointed pursuant to this Section, shall,
          by a vote of a majority of its members, fix its own times and places
          of meeting, determine the number of its members constituting a quorum
          for the transaction of business,

                                       -9-


          and prescribe its own rules of procedure, no change in which shall be
          made save by a majority vote of its members.

     (b)  RESPONSIBILITIES. Each committee, appointed pursuant to this Section,
          shall exercise the powers assigned to it by the Board of Directors in
          its discretion.

     (c)  REPORTS. Each committee appointed pursuant to this Section shall keep
          regular minutes of proceedings, and all action by each such committee
          shall, from time to time, be reported to the Board of Directors as it
          shall direct. Such action shall be subject to review, amendment and
          repeal by the Board, provided that no rights of third parties shall be
          adversely affected by such review, amendment or repeal.

     (d)  APPOINTMENT OF ADDITIONAL MEMBERS. In the absence or disqualification
          of any member of each committee, appointed pursuant to this Section,
          the member or members thereof present at any meeting and not
          disqualified from voting, whether or not constituting a quorum, may
          unanimously appoint another member of the Board of Directors (or, to
          the extent permitted, another person) to act at the meeting in place
          of any such absent or disqualified member.

     SECTION 4. TERM OF OFFICE. Each member of a committee shall hold office
until the first meeting of the Board of Directors following the annual meeting
of stockholders (or until such other time as the Board of Directors may
determine, either in the vote establishing the committee or at the election of
such member or otherwise) and until his or her successor is elected and
qualified, or until he or she sooner dies, resigns, is removed, is replaced by
change of membership or becomes disqualified by ceasing to be a director (where
membership on the Board is required), or until the committee is sooner abolished
by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. HOW MADE. Any notice required by law, the Certificate of
Incorporation, or these By-Laws to be given to stockholders or directors shall
be in writing. Such notice to a stockholder or director shall be either
presented to him personally, or left at his residence or usual place of
business, or transmitted by prepaid telegram, fax, or other mode of record
communication, or mailed postage prepaid, to him at his address as it appears on
the records of the Corporation. Notice by mail shall be deemed to have been
given on the day after its deposit in the United States mail. Notice by
telegram, fax, or other mode of record communication shall be deemed to have
been given at the time of dispatch. A notice of meeting need not state the
purpose of the meeting except to the extent required by law, the Articles of
Organization, or these By-Laws.

     SECTION 2. WAIVER OF NOTICE. Whenever any notice of the time, place, or
purpose of any meeting of the stockholders, the Board of Directors, or a
Committee of the Board is required to be given by law, the Articles of
Organization or these By-Laws, a written waiver thereof, signed by a person
entitled to such notice either before, at, or after the meeting and filed with

                                      -10-


records of the meeting, or actual attendance in person at a meeting of the Board
or a Committee for the express purpose of objecting to the transacting of any
business because the meeting is not lawfully called or convened shall not
constitute a waiver of notice.

                                   ARTICLE VII

                                    OFFICERS

     SECTION 1. OFFICERS. The Board of Directors shall elect a President, a
Secretary and a Treasurer, and, in their discretion, may elect a Chairman of the
Board, a Vice Chairman of the Board, a Controller, and one or more Executive
Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers
and Assistant Controllers as deemed necessary or appropriate. The powers and
duties of more than one office may be exercised and performed by the same
person.

     SECTION 2. HOW ELECTED. The principal officers shall be elected by the
Board of Directors and the election shall be ratified by the shareholders. Other
officers shall be elected by the Board, or appointed, pursuant to authority
granted by the Board.

     SECTION 3. TENURE. The tenure of all officers except for the President,
Treasurer, and Secretary shall be one year unless a shorter term is specified in
the vote choosing or appointing them. Other officers shall serve until
resignation or removal or until successors are elected or appointed.

     SECTION 4. REMOVAL. Any officer may be removed by action of the Board of
Directors whenever, in the judgment of the Board, the best interests of the
Corporation shall be served thereby. Removal of an officer shall be without
prejudice to his contractual rights.

     SECTION 5. RESIGNATION. Any officer may resign his office at any time by
giving written notice of his resignation to the Chairman of the Board or to the
President. His resignation shall take effect at the time received unless another
time is specified in the notice.

     SECTION 6. COMPENSATION. The salaries or other compensation of all officers
elected by the Board of Directors shall be fixed from time to time by the Board.

     SECTION 7. VACANCIES. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors, at any regular or
special meeting.

     SECTION 8. CHAIRMAN OF THE BOARD. A Chairman of the Board may be elected
from among the directors at the first meeting of the Board of Directors
following each annual meeting of the stockholders, by a vote of the majority of
the directors in office, to serve at the pleasure of the Board of Directors or
until his or her successor is elected. The Chairman of the Board shall, if
present, preside at all meetings of the Board and at all meetings of the
stockholders. He or she shall perform such other duties as from time to time may
be assigned to him or her by the Board. The Chairman of the Board shall be
eligible to serve as the officer of the Corporation designated as Chairman, as
President, or as any other officer of the Corporation.

                                      -11-


     SECTION 9. PRESIDENT. The President shall be the chief executive officer of
the Corporation. Subject to the directions of the Board of Directors, the
President shall have and exercise direct charge of and general supervision over
the business and affairs of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He or she shall
perform all duties incident to the office of the chief executive officer of a
corporation and other duties as from time to time may be assigned to him or her
by the Board of Directors. The President may but need not be a member of the
Board of Directors.

     SECTION 10. EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS. Each Executive
Vice President and Vice President if appointed by the Board of Directors, shall
in the absence or disability of the President, perform the duties and exercise
the powers of the President as assigned by the Board of Directors and shall have
and exercise such powers and shall perform such duties as from time to time may
be assigned to him or to her by the Board of Directors or the President. The
Executive Vice President, if one is appointed by the Board of Directors, shall
be Senior to any Vice Presidents elected by the Board of Directors or appointed
pursuant to authority granted by the Board of Directors.

     SECTION 11. SECRETARY. The Secretary shall keep the minutes of all meetings
of the stockholders and of the Board of Directors in books provided for the
purpose; shall see that all notices are duly given in accordance with the
provisions of law and these By-Laws; the Secretary shall be custodian of the
records and of the corporate seal or seals of the Corporation; shall see that
the corporate seal is affixed to all documents the execution of which, on behalf
of the Corporation under its seal, is duly authorized, and, when the seal is so
affixed, he or she may attest the same; the Secretary may sign, with the
President, an Executive Vice President or a Vice President, certificates of
stock of the Corporation; and, in general, the Secretary shall perform all
duties incident to the office of Secretary of a corporation, and such other
duties as from time to time may be assigned to him or her by the Board of
Directors.

     SECTION 12. ASSISTANT SECRETARIES. The Assistant Secretaries in order of
their seniority shall, in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors shall prescribe or as from time to time may be
assigned by the Secretary.

     SECTION 13. TREASURER. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all monies or other valuable effects in such banks, trust companies
or other depositaries as shall, from time to time, be selected by the Board of
Directors; may endorse for collection on behalf of the Corporation checks, notes
and other obligations; may sign receipts and vouchers for payments made to the
Corporation; may sign checks of the Corporation, singly or jointly with another
person as the Board of Directors may authorize, and pay out and dispose of the
proceeds under the direction of the Board; the Treasurer shall render to the
President and to the Board of Directors, whenever requested, an account of the
financial condition of the Corporation; the Treasurer may sign, with the
President, or an Executive Vice President or a Vice President, certificates of
stock of the Corporation; and in general, shall perform all the duties incident
to the office of treasurer of a corporation, and

                                      -12-


such other duties as from time to time may be assigned by the Board of
Directors. Unless the Board of Directors shall otherwise determine, the
Treasurer shall be the chief financial officer of the Corporation.

     SECTION 14. ASSISTANT TREASURERS. The Assistant Treasurers in order of
their seniority shall, in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties as the Board of Directors shall prescribe or as from time to time may be
assigned by the Treasurer.

     SECTION 15. CONTROLLER. The Controller, if elected, shall be the chief
accounting officer of the Corporation and shall perform all duties incident to
the office of a controller of a corporation, and, in the absence of or
disability of the Treasurer or any Assistant Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties as the
Board of Directors shall prescribe or as from time to time may be assigned by
the President or the Treasurer.

     SECTION 16. ASSISTANT CONTROLLERS. The Assistant Controllers in order of
their seniority shall, in the absence or disability of the Controller, perform
the duties and exercise the powers of the Controller and shall perform such
other duties as the Board of Directors shall prescribe or as from time to time
may be assigned by the Controller.

     SECTION 17. SUBORDINATE OFFICERS. The Board of Directors may appoint such
subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority and perform such duties as the Board
of Directors may prescribe. The Board of Directors may, from time to time,
authorize any officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

     SECTION 1. FORM AND EXECUTION OF CERTIFICATES. The interest of each
stockholder of the Corporation shall be evidenced by a certificate or
certificates for shares of stock in such form as the Board of Directors may from
time to time prescribe. The certificates of stock of each class shall be
consecutively numbered and signed by the Chairman or Vice Chairman of the Board,
if any, the President, an Executive Vice President or a Vice President and by
the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer
of the Corporation, and may be countersigned and registered in such manner as
the Board of Directors may by resolution prescribe, and shall bear the corporate
seal or a printed or engraved facsimile thereof. Where any such certificate is
signed by a transfer agent or transfer clerk acting on behalf of the
Corporation, the signatures of any such Chairman, Vice Chairman, President,
Executive Vice President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be facsimiles, engraved or printed. In case
any officer or officers, who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates, shall
cease to be such officer or officers, whether because of death, resignation or
otherwise, before such

                                      -13-


certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be issued and delivered by the
Corporation as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer or officers.

     In case the corporate seal which has been affixed to, impressed on, or
reproduced in any such certificate or certificates shall cease to be the seal of
the Corporation before such certificate or certificates have been delivered by
the Corporation, such certificate or certificates may nevertheless be issued and
delivered by the Corporation as though the seal affixed thereto, impressed
thereon or reproduced therein had not ceased to be the seal of the Corporation.

     Every certificate for shares of stock which are subject to any restriction
on transfer pursuant to law, the Certificate of Incorporation, these By-Laws, or
any agreement to which the Corporation is a party, shall have the restriction
noted conspicuously on the certificate, and shall also set forth, on the face or
back, either the full text of the restriction or a statement of the existence of
such restriction and (except if such restriction is imposed by law) a statement
that the Corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.

     Every certificate issued when the Corporation is authorized to issue more
than one class or series of stock shall set forth on its face or back either the
full text of the preferences, voting powers, qualifications, and special and
relative rights of the shares of each class and series authorized to be issued,
or a statement of the existence of such preferences, powers, qualifications and
rights, and a statement that the Corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.

     SECTION 2. TRANSFER OF SHARES. The shares of the stock of the Corporation
shall be transferred on the books of the Corporation by the holder thereof in
person or by his or her attorney lawfully constituted, upon surrender for
cancellation of certificates for the same number of shares, with an assignment
and power of transfer endorsed thereon or attached thereto, duly executed, with
such proof or guaranty of the authenticity of the signature as the Corporation
or its agents may reasonably require. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person
whether or not it shall have express or other notice thereof, save as expressly
provided by law or by the Certificate of Incorporation. It shall be the duty of
each stockholder to notify the Corporation of his or her post office address.

     SECTION 3. CLOSING OF TRANSFER BOOKS. The stock transfer books of the
Corporation may, if deemed appropriate by the Board of Directors, be closed for
such length of time not exceeding fifty (50) days as the Board may determine,
preceding the date of any meeting of stockholders or the date for the payment of
any dividend or the date for the allotment of rights or the date when any
issuance, change, conversion or exchange of capital stock shall go into effect,
during which time no transfer of stock on the books of the Corporation may be
made.

                                      -14-


     SECTION 4. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
directors and which record date: (a) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, the Certificate of
Incorporation or otherwise, not be more than sixty (60) nor less than ten (10)
days before the date of such meeting; (b) in the case of determination of
stockholders entitled to express consent to corporate action in writing without
a meeting, shall, unless otherwise required by law, the Certificate of
Incorporation or otherwise, not be more than ten (10) days from the date upon
which the resolution fixing the record date is adopted by the Board of
Directors; and (c) in the case of any other action, shall not be more than sixty
(60) days prior to such other action. If no record date is fixed: (a) the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held; (b) the record
date for determining stockholders entitled to express consent to corporate
action in writing without a meeting when no prior action of the Board of
Directors is required by law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation in accordance with applicable law, or, if prior action by the
Board of Directors is required by law, shall be at the close of business on the
day on which the Board of Directors adopts the resolution taking such prior
action; and (c) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto provided that if the resolution
relates to the payment of a dividend or allotment of rights such payment or
allotment shall be made not more than sixty (60) days after the date of the
adoption of the resolution. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

     SECTION 5. LOST OR DESTROYED CERTIFICATES. In case of the loss or
destruction of any certificate of stock, a new certificate may be issued under
the following conditions:

     (a)  The owner of said certificate shall file with the Secretary or any
          Assistant Secretary of the Corporation an affidavit giving the facts
          in relation to the ownership, and in relation to the loss or
          destruction of said certificate, stating its number and the number of
          shares represented thereby; such affidavit shall be in such form and
          contain such statements as shall satisfy the President, any Executive
          Vice President, Vice President, the Secretary, any Assistant
          Secretary, the Treasurer or any Assistant Treasurer, that said
          certificate has been accidentally destroyed or lost, and that a new
          certificate ought to be issued in lieu thereof. Upon being so
          satisfied, any such officer may require such owner to furnish the

                                      -15-


          Corporation a bond in such penal sum and in such form as he or she may
          deem advisable, and with a surety or sureties approved by him or her,
          to indemnify and save harmless the Corporation from any claim, loss,
          damage or liability which may be occasioned by the issuance of a new
          certificate in lieu thereof. Upon such bond being so filed, if so
          required, a new certificate for the same number of shares shall be
          issued to the owner of the certificate so lost or destroyed; and the
          transfer agent and registrar, if any, of stock shall countersign and
          register such new certificate upon receipt of a written order signed
          by any such officer, and thereupon the Corporation will save harmless
          said transfer agent and registrar in the premises. In case of the
          surrender of the original certificate, in lieu of which a new
          certificate has been issued, or the surrender of such new certificate,
          for cancellation, the bond of indemnity given as a condition of the
          issue of such new certificate may be surrendered; or

     (b)  The Board of Directors of the Corporation may by resolution authorize
          and direct any transfer agent or registrar of stock of the Corporation
          to issue and register respectively from time to time without further
          action or approval by or on behalf of the Corporation new certificates
          of stock to replace certificates reported lost, stolen or destroyed
          upon receipt of an affidavit of loss and bond of indemnity in form and
          amount and with surety satisfactory to such transfer agent or
          registrar in each instance or upon such terms and conditions as the
          Board of Directors may determine.

     SECTION 6. UNCERTIFICATED SHARES. The Board of Directors of the Corporation
may by resolution provide that one or more of any or all classes or series of
the stock of the Corporation shall be uncertificated shares, subject to the
provisions of Section 158 of the Delaware General Corporation Law.

     SECTION 7. STOCK LEDGER. The Corporation shall maintain in its principal
office for the transaction of business an original or duplicate stock ledger
containing the names and addresses of all stockholders and the number of shares
of each class held by each stockholder. The stock ledger may be in written form
or any other form capable of being converted into written form within a
reasonable time for visual inspection.

     SECTION 8. CLOSE CORPORATION. There shall not be more than thirty
shareholders. The Corporation shall make no offering of any of its stock of any
class which would constitute a public offering within the meaning of the United
States Securities Act of 1933, as amended.

                                   ARTICLE IX

                             EXECUTION OF DOCUMENTS

     SECTION 1. EXECUTION OF CHECKS, NOTES, ETC. All checks and drafts on the
Corporation's bank accounts and all bills of exchange and promissory notes, and
all acceptances, obligations and other instruments for the payment of money,
shall be signed by such officer or

                                      -16-


officers, or agent or agents, as shall be thereunto authorized from time to time
by the Board of Directors, which may in its discretion authorize any such
signatures to be facsimile.

     SECTION 2. EXECUTION OF CONTRACTS, ASSIGNMENTS, ETC. Unless the Board of
Directors shall have otherwise provided generally or in a specific instance, all
contracts, agreements, endorsements, assignments, transfers, stock powers, or
other instruments shall be signed by the President, any Executive Vice
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer. The Board of Directors may, however, in
its discretion, require any or all such instruments to be signed by any two or
more of such officers, or may permit any or all of such instruments to be signed
by such other officer or officers, agent or agents, as it shall be thereunto
authorize from time to time.

     SECTION 3. EXECUTION OF PROXIES. The President, any Executive Vice
President or any Vice President, and the Secretary, the Treasurer, any Assistant
Secretary or any Assistant Treasurer, or any other officer designated by the
Board of Directors, may sign on behalf of the Corporation proxies to vote upon
shares of stock of other companies standing in the name of the Corporation.

                                    ARTICLE X

                               INSPECTION OF BOOKS

     The Board of Directors shall determine from time to time whether, and if
allowed, to what extent and at what time and places and under what conditions
and regulations, the accounts and books of the Corporation (except such as may
by law be specifically open to inspection) or any of them, shall be open to the
inspection of the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the Corporation, except as conferred
by the laws of the State of Delaware, unless and until authorized so to do by
resolution of the Board of Directors or of the stockholders of the Corporation.

                                   ARTICLE XI

                                   FISCAL YEAR

     The fiscal year of the Corporation shall end on May 31st unless otherwise
fixed by resolution of the Board of Directors, and may be changed by resolution
of the Board of Directors if they deem it desirable.

                                   ARTICLE XII

                                   AMENDMENTS

     These By-Laws may be altered, amended, changed or repealed and new By-Laws
adopted at a meeting of the stockholders called for that purpose by a vote of
not less than fifty one percent (51%) of the stockholders present or represented
and voting on such matters. The call for the meeting, or waiver thereof, shall
state the proposed alteration or amendment in

                                      -17-


general terms. Any by-law, whether made, altered, amended, changed or repealed
by the stockholders may be repealed, amended, changed, further amended, changed,
repealed or reinstated, as the case may be, as herein provided.

                                  ARTICLE XIII

                                 INDEMNIFICATION

     INDEMNIFICATION

     SECTION 1. Indemnification of Officers, Directors and Others.

     (a)  ACTIONS BY THIRD PARTIES. The Corporation shall indemnify and hold
          harmless, to the fullest extent permitted by applicable law as it
          presently exists or may hereafter be amended, any person who was or is
          a party or is threatened to be made a party to, or is otherwise
          involved in, any threatened, pending or completed action, suit or
          proceeding, whether civil, criminal, administrative or investigative
          (other than an action by or in the right of the Corporation) by reason
          of the fact that he or she is or was a director, officer, employee or
          agent of the Corporation, or is or was serving at the request of the
          Corporation as a director, officer, partner, member, trustee, employee
          or agent of another corporation, partnership, joint venture, limited
          liability company, trust or other enterprise or non-profit entity
          against all liability, losses, expenses (including attorneys' fees),
          judgments, fines, and amounts paid in settlement actually and
          reasonably incurred by him or her in connection with such action, suit
          or proceeding if such person acted in good faith and in a manner he or
          she reasonably believed to be in or not opposed to the best interest
          of the Corporation, and, with respect to any criminal action or
          proceeding, had no reasonable cause to believe his or her conduct was
          unlawful. The termination of any action, suit or proceeding against
          any such person by judgment, order, settlement, conviction, or upon a
          plea of NOLO CONTENDERE or its equivalent, shall not, of itself,
          create a presumption that he or she did not act in good faith and in a
          manner which he or she reasonably believed to be in or not opposed to
          the best interest of the Corporation, and, with respect to any
          criminal action or proceeding, had reasonable cause to believe that
          his or her conduct was unlawful.

     (b)  ACTIONS BY THE CORPORATION. The Corporation shall indemnify any person
          who was or is a party or is threatened to be made a party to any
          threatened, pending or completed action or suit by or in the right of
          the Corporation to procure a judgment in its favor by reason of the
          fact that he or she is or was a director, officer, employee or agent
          of the Corporation, or is or was serving at the request of the
          Corporation as a director, officer, partner, member, trustee, employee
          or agent of another corporation, partnership, joint venture, limited
          liability company, trust or other enterprise or non-profit entity
          against expenses (including attorneys' fees) actually and reasonably
          incurred by him or her in connection with the

                                      -18-


          defense or settlement of such action or suit if such person acted in
          good faith and in a manner he or she reasonably believed to be in or
          not opposed to the best interests of the Corporation; except that no
          indemnification shall be made in respect of any claim, issue or matter
          as to which such a person shall have been adjudged to be liable for
          negligence or misconduct in the performance of his or her duty to the
          Corporation unless and only to the extent that the Court of Chancery
          of the State of Delaware or the court in which such action or suit was
          brought shall determine upon application that despite the adjudication
          of liability but in view of all the circumstances of the case, such
          person is fairly and reasonably entitled to indemnity for such
          expenses which the Court of Chancery of the State of Delaware or such
          other court shall deem proper.

     (c)  INDEMNIFICATION FOR EXPENSES. To the extent that any present or former
          director or officer of this Corporation has been successful on the
          merits or otherwise in defense of any action, suit or proceeding
          referred to in subsections (a) or (b) of this Section 1, or in defense
          of any claim, issue or matter therein, he or she shall be indemnified
          against expenses (including attorneys' fees) actually and reasonably
          incurred by him or her in connection with such defense.

     (d)  LIMITATION ON INDEMNIFICATION. No indemnification provided hereunder
          shall cover liabilities or expenses in connection with any matter
          which shall be disposed of through a compromise payment by such
          Director, officer, employee or agent, pursuant to the consent decree
          or otherwise, unless such compromise shall first be approved as in the
          best interests of the Corporation (a) by a vote of Directors in which
          no interested Director participates, or (b) by a vote or the written
          approval of the holders of a majority of the outstanding stock at the
          time having the right to vote for Directors, not counting as
          outstanding any stock owned by any interested Director, officer,
          employee or agent of the Corporation and may include payment by the
          Corporation of expenses incurred in defending a civil or criminal
          action or proceeding in advance of the final disposition of such
          action or proceeding; upon receipt of an agreement by the person
          indemnified, to repay such payment if he shall be finally adjudicated
          to be not entitled to such indemnification.

     SECTION 2. AUTHORIZATION. Any indemnification under subsection (a) or (b)
of Section 1 of this Article XIII (unless ordered by a court) shall be made by
the Corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, partner,
member, trustee, employee or agent is proper in the circumstances because such
person has met the applicable standard of conduct set forth in subsection (a) or
(b), as the case may be. Such determination shall be made, with respect to a
person who is a director or officer of the Corporation at the time of such
determination: (i) by a majority vote of the directors who were not parties to
such action, suit or proceeding, even though less than a quorum, or (ii) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (iii) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (iv)
by the stockholders.

                                      -19-


     SECTION 3. EXPENSE ADVANCE. Expenses (including attorneys' fees) incurred
by a present or former officer or director of the Corporation in defending any
civil, criminal, administrative or investigative action, suit or proceeding may
be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding, as authorized in one of the manners provided in Section 2 of
this Article XIII, upon receipt of an undertaking by or on behalf of such person
to repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Corporation as authorized in this Article
XIII. Such expenses (including attorneys' fees) incurred by other employees or
agents of the Corporation may be so paid upon such terms and conditions, if any,
as the Corporation deems appropriate.

     SECTION 4. NONEXCLUSIVITY. The indemnification and advancement of expenses
provided by, or granted pursuant to, the other Sections of this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any statute,
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in an official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, partner, member, trustee, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

     SECTION 5. INSURANCE. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, member, trustee, employee or agent
of another corporation, partnership, joint venture, limited liability company,
trust or other enterprise or non-profit entity against any liability asserted
against and incurred by him or her in any such capacity, or arising out of his
or her status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this
Article or Section 145 of the Delaware General Corporation Law.

     SECTION 6. "THE CORPORATION". For the purposes of this Article, references
to "the Corporation" shall include the resulting corporation and, to the extent
that the Board of Directors of the resulting corporation so decides, all
constituent corporations (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers and
employees or agents so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was serving at the
request of such constituent corporation as director, officer, partner, member,
trustee, employee or agent of another corporation, partnership, joint venture,
limited liability company, trust or other enterprise or non-profit entity shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation if its separate existence had continued.

     SECTION 7. OTHER INDEMNIFICATION. The Corporation's obligation, if any, to
indemnify any person who was or is serving at its request as a director,
trustee, partner, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or non-profit entity shall
be reduced by any amount such person may collect as indemnification from such

                                      -20-


other corporation, partnership, joint venture, trust or other enterprise or
non-profit entity or from insurance.

     SECTION 8. OTHER DEFINITIONS. For purposes of this Article, references to
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, trustee, officer, employee or agent of
the Corporation which imposes duties on, or involves services by, such director,
trustee, officer, employee, or agent with respect to an employee benefit plan,
its participants, or beneficiaries; and a person who acted in good faith and in
a manner he or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article.

     SECTION 9. CONTINUATION OF INDEMNIFICATION. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, trustee, partner, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators of
such a person.

     SECTION 10. AMENDMENT OR REPEAL. Neither the amendment nor repeal of this
Article nor the adoption of any provision of these By-Laws inconsistent with
this Article shall reduce, eliminate or adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
effectiveness of such amendment, repeal or adoption.

                                   ARTICLE XIV

                                  MISCELLANEOUS

     SECTION 1. ANNUAL STATEMENTS. The Board of Directors shall prepare or cause
to be prepared full and correct statements of the affairs of the Corporation for
each fiscal year, including a balance sheet and a financial statement of
operations for that fiscal year, and shall present such statements at the next
annual meeting of the stockholders held in the next fiscal year.

     SECTION 2. CHECKS, ETC. All checks, drafts, orders for the payment of
money, notes and other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers or other employee or
employees as may from time to time be designated by the Board of Directors.

     SECTION 3. LICENSES AND PERMITS. All applications for permits, licenses,
registrations, qualifications, and other rights directed to any department of
agency of the government of the United States or of any state, district, or
municipality thereby may be signed by the President or by such other officers as
the Board of Directors may from time to time designate.

                                      -21-

EX-3.27

                                                                    Exhibit 3.27

                                                                          PAGE 1

                                    DELAWARE
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "MAXI DRUG SOUTH, L.P." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF LIMITED PARTNERSHIP, FILED THE SECOND DAY OF JANUARY, A.D.
2002, AT 9 O'CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED PARTNERSHIP.


[SEAL]

3474349 8100H

040547041

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State
                                       AUTHENTICATION: 3256532

                                                  DATE: 07-27-04



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 01/02/2002
                                                          020002511 - 3474349

                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                             MAXI DRUG SOUTH, L.P.

     This Certificate of Limited Partnership of Maxi Drug South, L.P. (the
"PARTNERSHIP") is made as of January 2, 2002.

     1.   The name of the Partnership is Maxi Drug South, L.P.

     2.   The address of the registered office of the Partnership in the State
of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The
name and address of the registered agent for service of process on the
Partnership are Corporation Service Company, 2711 Centerville Road, Suite 400,
Wilmington, Delaware 19808.

     3.   The name and business address of the general partner of the
Partnership are as follows:

                    Maxi Drug, Inc.
                    50 Service Avenue
                    Warwick, Rhode Island 02886

     IN WITNESS WHEREOF, the undersigned has caused this Certificate of Limited
Partnership to be executed in its capacity as the general partner of Maxi Drug
South, L.P. as of the date first above written.

                                      MAXI DRUG, INC.
                                      General Partner


                                      BY: /s/ Randy Wyrofsky
                                          ----------------------------
                                          Randy Wyrofsky
                                          Vice President

                                       -1-

EX-3.28

                                                                    Exhibit 3.28

                              MAXI DRUG SOUTH, L.P.
                        AGREEMENT OF LIMITED PARTNERSHIP

                           Dated as of January 8, 2002

                                       -1-


                              MAXI DRUG SOUTH, L.P.
                        AGREEMENT OF LIMITED PARTNERSHIP

     THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of January 8, 2002 (this
"Agreement"), of Maxi Drug South, L.P. (the "PARTNERSHIP") is entered into by
and among Maxi Drug, Inc., a Delaware corporation, as general partner (the
"GENERAL PARTNER"), and Maxi Drug North, Inc., a Delaware corporation and the
other signatories hereto from time to time admitted as limited partners (the
"LIMITED PARTNERS").

                                    RECITAL:

     WHEREAS, the General Partner and the Limited Partners desire to form a
limited partnership under and pursuant to the Delaware Revised Uniform Limited
Partnership Act, 6 DEL. C. Section 17-101 ET SEQ. (as from time to time amended
and including any successor statute of similar import, the "ACT"):

     NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto do hereby agree as follows:

                                   ARTICLE 1.
                                   DEFINITIONS

     Certain capitalized terms used in this Agreement shall have the meanings
set forth below or in the Section of this Agreement referred to below:

     "ACCOUNTANTS" shall mean Arthur Andersen LLP, Boston, Massachusetts or any
successor firm of independent certified public accountants selected by the
General Partner.

     "ACT" - Recital.

     "ADJUSTED CAPITAL ACCOUNT BALANCE" shall mean, with respect to any Partner
for any Fiscal Period, the balance, if any, in such Partner's Capital Account as
of the end of such Fiscal Period, after giving effect to the following
adjustments: (i) credit to such Capital Account any amounts that such Partner is
obligated to restore under this Agreement or otherwise, or is deemed obligated
to restore as described in the penultimate sentences of Regulations Section
1.704-2(g)(l) and Regulations Section 1.704-2(i)(5); and (ii) debit to such
Capital Account the items described in Regulations Section
1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted
Capital Account Balance is intended to comply with the provisions of Regulations
Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

     "AFFILIATE" shall mean, as to any Person, any other Person directly or
indirectly controlling, controlled by or under common control with such Person,
which shall include any other Person that owns beneficially, directly or
indirectly, 25% or more of the outstanding



capital stock, shares or equity interests of such Person or of any other Person
controlling, controlled by or under common control with such Person.

     "AGREEMENT" - Preamble.

     "BOOK GAIN" or "BOOK LOSS" shall mean the gain or loss recognized by the
Partnership for book purposes in any Fiscal Period by reason of the sale,
exchange or other disposition of any Partnership asset. Such Book Gain or Book
Loss shall be computed by reference to the Book Value of such asset as of the
date of such sale, exchange or other disposition, rather than by reference to
the tax basis of such asset as of such date, and each and every reference herein
to "gain" or "loss" shall be deemed to refer to Book Gain or Book Loss, rather
than to tax gain or tax loss, unless the context manifestly requires otherwise.

     "BOOK VALUE" of an asset shall mean, as of any particular date, the value
at which the asset is properly reflected on the books and records of the
Partnership as of such date. The initial Book Value of each asset shall be its
cost, unless such asset was contributed to the Partnership by a Partner, in
which case the initial Book Value shall be the fair market value of such asset
as stated in Section 3.1 (or, if no such value is stated in Section 3.1, as
otherwise reasonably determined by the General Partner), and such Book Value
shall thereafter be adjusted for Depreciation with respect to such asset rather
than for the cost recovery deductions to which the Partnership is entitled for
income tax purposes with respect thereto. The Book Values of all Partnership
assets shall be adjusted to equal their respective fair market values, as
determined by the General Partner, as of the following times: (i) the
acquisition of an additional interest in the Partnership by any new or
existing Partner in exchange for more than a de minimis additional Capital
Contribution; (ii) the distribution by the Partnership to a Partner of more than
a de minimis amount of Partnership assets, including money, if, as a result of
such distribution, such Partner's interest in the Partnership is reduced; and
(iii) except as provided in Regulations Section 1.704-1(b)(2)(iv)(l), the
liquidation of the Partnership within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g).

     "BUSINESS" - Section 2.6.

     "BUSINESS DAY" shall mean a day on which banks are open for business in
Providence, Rhode Island.

     "CAPITAL ACCOUNT" - Section 3.3.

     "CAPITAL CONTRIBUTION" shall mean the amount of cash and the agreed fair
market value of any property contributed to the Partnership by a Partner.

     "CERTIFICATE" - the Certificate of Limited Partnership of the Partnership
as filed with the Secretary of State of the State of Delaware, as it shall be
amended and in effect from time to time.

                                       -3-


     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any subsequent federal law of similar import, and, to the extent
applicable, any Regulations promulgated thereunder.

     "DEPRECIATION" shall mean, for each Fiscal Period, an amount equal to the
depreciation, amortization or other cost recovery deduction allowable with
respect to an asset for such year or other period for federal income tax
purposes, except that if the Book Value of an asset differs from its adjusted
basis for federal income tax purposes at the beginning of any such year or other
period, Depreciation shall be an amount that bears the same relationship to the
Book Value of such asset as the depreciation, amortization, or other cost
recovery deduction computed for tax purposes with respect to such asset for the
applicable period bears to the adjusted tax basis of such asset at the beginning
of such period, or if such asset has a zero adjusted tax basis, Depreciation
shall be an amount determined under any reasonable method selected by the
General Partner.

     "EFFECTIVE DATE" shall mean the date of this Agreement.

     "ENTITY" shall mean any general partnership, limited partnership, limited
liability partnership, corporation, joint venture, limited liability company,
trust, business trust, cooperative or association.

     "FISCAL PERIOD" shall mean an accounting period for which the Profit or
Loss of the Partnership is computed. The first fiscal period of the Partnership
shall commence on the date hereof. Each Fiscal Period thereafter shall commence
on the day immediately following the last day of the immediately preceding
Fiscal Period. Each Fiscal Period shall end on the earliest to occur after the
commencement of such Fiscal Period of (i) the end of a fiscal year of the
Partnership, (ii) immediately prior to (a) the "liquidation" (within the meaning
of Regulations Section 1.704-1(b)(2)(ii)(g)) of any Partner's interest in the
Partnership, or (b) a change in the interest of any Partner in the Partnership,
or (iii) the date on which the Partnership is terminated pursuant to the
provisions of Article 10.

     "GENERAL PARTNER" - shall mean Maxi Drug, Inc., a Delaware corporation, or
any Person who subsequently becomes an additional or substitute General Partner
in accordance with this Agreement, in such Person's capacity as a general
partner of the Partnership.

     "LIMITED PARTNERS" shall mean Maxi Drug North, Inc., a Delaware
corporation, together with any Person who becomes a substituted or additional
Limited Partner as provided herein and is listed as a Limited Partner of the
Partnership in the books and records of the Partnership.

     "NOTICE" shall have the meaning set forth in Section 11.1.

     "PARTNER" shall mean any General or Limited Partner.

     "PARTNERSHIP" shall mean the limited partnership formed and operated in
accordance

                                       -4-


with this Agreement, as said limited partnership may from time to time be
constituted.

     "PERCENTAGE INTEREST" shall mean the percentage interest of a Partner in
the Partnership at any particular time (but excluding any claims which such
Partner may have against the Partnership as a creditor), as from time to time
reflected on Schedule A hereto, as amended.

     "PERSON" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such individual
or Entity where the context so admits.

     "PROFIT" and "LOSS" shall mean, for each Fiscal Period, an amount equal to
the Partnership's taxable income or loss for such year or period, determined in
accordance with Section 703(a) of the Code (for this purpose, all items of
income, gain, 1oss, or deduction required to be stated separately pursuant to
Section 703(a)(1) of the Code shall be included in taxable income or loss), with
the following adjustments:

          (i) any income of the Partnership that is exempt from federal income
     tax and not otherwise taken into account in computing Profit or Loss
     pursuant to this provision shall be added to such taxable income or loss;

          (ii) any expenditures of the Partnership described in Section
     705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B)
     expenditures pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations,
     and not otherwise taken into account in computing Profit or Loss pursuant
     to this provision, shall be subtracted from such taxable income or loss;

          (iii) Book Gain or Book Loss from the sale or other disposition of any
     asset of the Partnership shall be taken into account in lieu of any tax
     gain or tax loss recognized by the Partnership by reason of such sale or
     other disposition;

          (iv) in lieu of the depreciation, amortization and other cost recovery
     deductions taken into account in computing such taxable income or loss,
     there shall be taken into account Depreciation for such Fiscal Period,
     computed as provided in this Agreement; and

          (v) excluding any amounts specially allocated under Section 5.5 or
     5.6,

     If the Partnership's taxable income or loss for such Fiscal Period, as
adjusted in the manner provided above, is a positive amount, such amount shall
be the Partnership's Profit for such Fiscal Period, and if negative, such amount
shall be the Partnership's Loss for such Fiscal Period.

     In the event that the Book Value of the Partnership assets is adjusted
pursuant to the last sentence of the definition of Book Value, the amount of
such adjustment shall be included in

                                       -5-


computing Profit or Loss. If any Partnership asset is distributed in kind
(whether in connection with the liquidation of the Partnership or otherwise),
the Partnership shall be deemed to have realized Profit or Loss thereon in the
same manner as if the Partnership had sold such asset for an amount equal to
its fair market value on the date of distribution, as determined by the General
Partner.

     "REGULATIONS" shall mean the federal income tax regulations promulgated
under the Code, as such Regulations may be amended from time to time. All
references herein to specific sections of the Regulations shall be deemed also
to refer to any corresponding provisions of succeeding Regulations, and all
references to temporary Regulations shall be deemed also to refer to any
corresponding provisions of final Regulations.

     "REGULATORY ALLOCATIONS" shall have the meaning set forth in Section 5.6.

                                   ARTICLE 2.
                        FORMATION OF LIMITED PARTNERSHIP

     2.1.    FORMATION. The parties, by execution of this Agreement, hereby
enter into and join together in, and do hereby form, the Partnership as a
limited partnership under and pursuant to the Act. Each party hereto represents
and warrants that it is duly authorized to join in this Agreement and that the
Person executing this Agreement on its behalf is duly authorized to do so.

     2.2.    PARTNERSHIP NAME. The name of the Partnership shall be "Maxi Drug
South, L.P.". The Business of the Partnership shall be conducted under such name
or such other name or names as the General Partner shall from time to time
select.

     2.3.    THE CERTIFICATE, ETC. The Partners hereby agree to execute, and the
General Partner agrees to file and record, all such certificates and documents,
including amendments to the Certificate, and to do such other acts as may be
appropriate to comply with all requirements for the formation, continuation and
operation of a limited partnership, the ownership of property, and the conduct
of business under the laws of the State of Delaware or Rhode Island and any
other jurisdiction in which the Partnership may own property or conduct
business, including, without limitation, qualification of the Partnership as a
foreign limited partnership in any state in which such qualification is
required.

     2.4.    PRINCIPAL BUSINESS OFFICE, REGISTERED OFFICE AND REGISTERED AGENT.
The principal business office of the Partnership will be located at 50 Service
Avenue, Warwick, Rhode Island 02886, or at such other location as may hereafter
be determined by the General Partner. The registered office of the Partnership
will be 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The
registered agent for service of process on the Partnership will be Corporation
Service Company, whose address is 2711 Centerville Road, Suite 400,

                                       -6-


Wilmington, Delaware 19808. The registered office and the registered agent of
the Partnership may be changed by the General Partner from time to time in
accordance with the then applicable provisions of the Act and any other
applicable laws. The Limited Partners shall be notified by the General Partner
of any change in such principal business office, registered office or registered
agent for service of process within fifteen (15) Business Days of the date of
such change.

     2.5.    TERM OF PARTNERSHIP. The term of the Partnership commenced on the
date of the initial filing of the Certificate with the office of the Secretary
of State of the State of Delaware, and unless the Partnership is sooner
dissolved and terminated pursuant to the provisions of Section 10.1, shall be
perpetual.

     2.6.    PURPOSES. The purposes of the Partnership are to acquire, develop,
improve, lease, maintain, own, operate, manage, mortgage, hold, sell, exchange,
dispose of and otherwise deal in and with the business of owning and operating
pharmacies, and to conduct all activities necessary or convenient in connection
therewith (such activities, the "BUSINESS").

     2.7.    POWERS. In furtherance of its purposes, but subject to all of the
provisions of this Agreement, the Partnership shall have the power and is hereby
authorized:

             (a)    to acquire, including from Affiliates, real and/or personal
property as may be necessary, appropriate, convenient or incidental to the
accomplishment of the purposes of the Partnership;

             (b)    to borrow money and issue evidences of indebtedness,
including from and to Affiliates, in furtherance of any or all of the purposes
of the Partnership, and secure the same by mortgage, pledge or other lien on any
assets of the Partnership;

             (c)    to invest, including in Affiliates, any funds of the
Partnership pending distribution or payment of the same pursuant to the
provisions of this Agreement;

             (d)    to prepay in whole or in part, refinance, recast, increase,
modify or extend any indebtedness of the Partnership, and in connection
therewith execute any extensions, renewals or modifications relating thereto;

             (e)    to engage Persons to provide services to the Partnership and
to enter into contracts and agreements with such Persons, including Affiliates,
in furtherance of the purposes of the Partnership;

             (f)    to enter into partnerships or other ventures with other
Persons, including Affiliates, in furtherance of the purposes of the
Partnership; and

             (g)    to do such other things and engage in such other activities
related to the foregoing as may be necessary, convenient or advisable with
respect to the conduct of the

                                       -7-


Business of the Partnership, and have and exercise all of the powers and rights
conferred upon limited partnerships formed pursuant to the Act.

                                   ARTICLE 3.
                                 CAPITALIZATION

     3.1.    CAPITAL CONTRIBUTIONS.

             (a)    GENERAL PARTNER. The General Partner has, as of the
Effective Date, transferred to the Partnership certain assets which shall
constitute the General Partner's initial Capital Contribution hereunder, in
exchange for the Percentage Interest reflected on Schedule A hereto.

             (b)    LIMITED PARTNER. The Limited Partner has, as of the
Effective Date, transferred to the Partnership certain assets which shall
constitute the Limited Partner's initial Capital Contribution hereunder, in
exchange for the Percentage Interest reflected on Schedule A hereto.

     3.2.    ADDITIONAL CAPITAL CONTRIBUTIONS; LOANS. The Partners may, from
time to time, if the General Partner determines that additional funds or
property are required by the Partnership for any reason, make additional Capital
Contributions to the Partnership and correspondingly amend the Percentage
Interests reflected on Schedule A hereto. The General Partner may, if it deems
it appropriate to do so, make loans to the Partnership or cause or permit
Affiliates of the General Partner to make loans to the Partnership, on such
terms as the General Partner deems advisable.

     3.3.    CAPITAL ACCOUNTS. A separate capital account (a "CAPITAL ACCOUNT")
shall be established and maintained for each Partner, including any substituted
or additional Partner who shall hereafter acquire an interest in the
Partnership, in accordance with the following provisions:

             (a)    To each Partner's Capital Account there shall be credited
the amount of cash and the fair market value of any other property actually
contributed to the Partnership by such Partner in accordance with Section 3.1 or
3.2, such Partner's allocable share of Profit, the amount of any Partnership
liabilities that are assumed by such Partner or that are secured by any
Partnership property distributed to such Partner, and (to the extent not already
included in Profit) any items in the nature of income or gain which are
specially allocated to such Partner pursuant to Section 5.5 or 5.6 hereof.

             (b)    To each Partner's Capital Account there shall be debited the
amount of cash and the fair market value of any Partnership property distributed
to such Partner pursuant to any provision of this Agreement (but excluding
amounts paid to a Partner in its capacity as a creditor of the Partnership),
such Partner's allocable share of Loss, the amount of any liabilities of such
Partner that are assumed by the Partnership or that are secured by any property
contributed by such Partner to the Partnership, and (to the extent not already
included in Loss) any items in the nature of expenses or losses which are
specially allocated to such Partner pursuant to Section 5.5 or 5.6 hereof.

                                       -8-


             (c)    The provisions of this Agreement relating to the maintenance
of Capital Accounts are intended to comply with Regulations Sections 1.704-1(b)
and 1.704-2, and shall be interpreted and applied in a manner consistent with
such Regulations.

             (d)    A Partner shall not be entitled to withdraw any part of the
Capital Account of such Partner or to receive any distributions from the
Partnership except as provided in Article 6; nor shall a Partner be entitled to
make any loan or Capital Contribution to the Partnership other than as expressly
provided herein. No loan made to the Partnership by any Partner shall constitute
a Capital Contribution to the Partnership for any purpose, and no payments
of interest, principal or premium thereon shall constitute a distribution out of
a Capital Account.

             (e)    Except as expressly required by this Agreement or the Act,
no Partner shall have any liability for the return of the Capital Contribution
of any other Partner. A Partner who has more than one interest in the
Partnership shall have a single Capital Account that reflects all such
interests, regardless of the class of interest owned and regardless of the time
or manner in which the interests were acquired.

     3.4.    TRANSFER OF CAPITAL ACCOUNTS. In the event all or any portion of an
interest in the Partnership is transferred in accordance with the terms of this
Agreement, the transferee shall succeed to the Capital Account of the transferor
to the extent it relates to the transferred interest in the Partnership, and
reference in this Agreement to a Capital Contribution of or an allocation or
distribution to a transferee Partner shall include a Capital Contribution of or
allocation or distribution previously made to its transferor Partner on account
of the transferred Partnership interest.

     3.5.    DEFICIT CAPITAL ACCOUNTS. Except as required by the Act, no Partner
with a deficit in its Capital Account shall be obligated to restore such deficit
balance or make a Capital Contribution to the Partnership solely by reason of
such deficit.

     3.6.    ADDITIONAL LIMITED PARTNERS. The General Partner may admit any
additional limited partners to the Partnership from time to time on terms and
conditions that the General Partner deems fair and reasonable, in each such
case without the prior consent of the Limited Partners.

                                   ARTICLE 4.
                     BOOKS; REPORTS; TAX ELECTIONS; ACCOUNTS

     4.1.    BOOKS AND RECORDS. The General Partner shall keep, or cause to be
kept, complete and accurate books of account and records of the Partnership. The
books of the Partnership shall be kept on the accrual basis of accounting and
all such books and records shall at all times be maintained or made available at
the principal business office of the Partnership. The General Partner shall also
maintain all such other books and records as shall from time to time be required
by the Act.

     4.2.    FILING OF RETURNS AND OTHER WRITINGS; TAX MATTERS PARTNER. The
General Partner shall

                                       -9-


cause the preparation and timely filing of all Partnership tax returns and
shall, on behalf of the Partnership, timely file all other writings required by
any governmental authority having jurisdiction to require such filing. The
General Partner shall serve as the "tax matters partner" for purposes of Section
6231 of the Code, and shall make such tax elections and other determinations as
it deems appropriate.

     4.3.    FISCAL YEAR. Except as may be otherwise determined from time to
time by the General Partner or as otherwise required by the Code, the fiscal
year of the Partnership shall end on May 31 of each year.

                                   ARTICLE 5.
                                  ALLOCATIONS

     5.1.    ALLOCATION OF PROFIT AND LOSS. Subject to the special allocations
set forth in Section 5.5 or 5.6, Profit and Loss of the Partnership for each
Fiscal Period shall be allocated in accordance with each Partner's Percentage
Interest.

     5.2.    ALLOCATIONS FOR TAX AND BOOK PURPOSES. Except as otherwise
provided herein, any allocation to a Partner for a Fiscal Period of a portion of
the Profit or Loss, or of a specially allocated item, shall be determined to be
an allocation to that Partner of the same proportionate part of each item of
income, gain, loss, deduction, actual or deemed Code Section 705(a)(2)(B)
expenditure, tax exempt income or credit, as the case may be, as is earned,
realized or available by or to the Partnership for federal (and, if applicable,
state and local income) tax purposes.

     5.3.    CERTAIN ACCOUNTING MATTERS. For purposes of determining the Profit,
Loss or any other items allocable to any period, Profit, Loss and any such other
items shall be allocated on a daily, monthly or other basis, as determined by
the General Partner using any permissible method under Section 706 of the Code
and the Regulations thereunder.

     5.4.    TAX ALLOCATIONS: CODE SECTION 704(c). In accordance with Code
Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction
with respect to any property contributed to the capital of the Partnership
shall, solely for income tax purposes, be allocated among the Partners so as to
take account of any variation between the adjusted basis of such property to the
Partnership for federal income tax purposes and its fair market value at the
time of contribution. In the event that the Book Value of any Partnership asset
is subsequently adjusted in accordance with the last sentence of the definition
of Book Value, any allocation of income, gain, loss and deduction with respect
to such asset shall thereafter take account of any variation between the
adjusted tax basis of the asset to the Partnership and its Book Value in the
same manner as under Section 704(c) of the Code and any Regulations promulgated
thereunder. Any elections or other decisions relating to such allocations shall
be made by the General Partner in its sole and absolute discretion. Allocations
pursuant to this Section are solely for purposes of federal, state, and local
taxes and shall not affect, or in any way be taken into account in computing,
any Partner's Capital Account or share of Profit, Loss or distributions pursuant
to any provision of this Agreement.

                                      -10-


     5.5.    COMPLIANCE WITH SECTION 704(b).

             (a)    QUALIFIED INCOME OFFSET. If any Partner unexpectedly
receives an adjustment, allocation or distribution described in Regulations
Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and
gain shall be specially allocated to such Partner in accordance with the
requirements of Regulations Section 1.704-1(b)(2)(ii)(d). This Section 5.5(a) is
intended to comply with the qualified income offset provision of such
Regulations Section, and shall be interpreted consistently therewith.

             (b)    GROSS INCOME ALLOCATION. If any Partner would otherwise have
an Adjusted Capital Account Balance deficit as of the last day of any Fiscal
Period, items of income and gain of the Partnership shall be specially allocated
to such Partner (in the manner specified in Section 5.5(a) hereof) so as to
eliminate such Adjusted Capital Account Balance deficit as quickly as possible,
provided that an allocation pursuant to this Section 5.5(b) shall be made only
if and to the extent that such Partner would have an Adjusted Capital Account
Balance deficit after all other allocations provided for in this Agreement have
been tentatively made as if this Section 5.5(b) were not in this Agreement.

             (c)    LIMITATION ON LOSS ALLOCATIONS. No item of deduction or loss
of the Partnership shall be allocated to a Partner if such allocation would
cause or increase an Adjusted Capital Account Balance deficit. In the event that
some but not all of the Partners would have Adjusted Capital Account Balance
deficits as a result of an allocation of Loss pursuant to this Article 5, the
limitation set forth in this Section 5.5(c) shall be applied on a Partner by
Partner basis so as to allocate the maximum permissible Loss to each Partner
under Regulations Section 1.704-1(b)(2)(ii)(d).

             (d)    MINIMUM GAIN CHARGEBACK. Notwithstanding any other provision
of this Article 5, if there is a net decrease in partnership minimum gain or
partner minimum gain (as such terms are defined in Regulations Section 1.704-2)
during any Fiscal Period, prior to any other allocation pursuant hereto, items
of Partnership income and gain for such Fiscal Period (and, if necessary, for
subsequent fiscal years or periods) shall be specially allocated among the
Partners in accordance with Regulations Sections 1.704-2(f) and (i). The items
to be so allocated shall be determined in accordance with Regulations Sections
1.704-2(f)(6) and (j)(2).

             (e)    PARTNER NONRECOURSE DEDUCTIONS. "Partner nonrecourse
deductions" (as such term is defined in Regulations Section 1.704-2(i)) for any
Fiscal Period shall be specially allocated to the Partners in accordance with
the requirements of such Regulations Section.

             (f)    NONRECOURSE DEDUCTIONS. "Nonrecourse deductions" (as such
term is defined in Regulations Section 1.704-2(b)) for any Fiscal Period shall
be allocated among the Partners in proportion to their Percentage Interests or
as otherwise required by such Regulations Section.

     5.6.    CURATIVE ALLOCATIONS. The allocations set forth in Section 5.5 (the
"REGULATORY ALLOCATIONS") are intended to comply with certain requirements of
Regulations Sections 1.704-

                                      -11-


1(b) and 1.704-2. The Regulatory Allocations may not be consistent with the
manner in which the Partners intend to divide Profits, Losses and similar items.
Accordingly, Profit, Loss and other items will be reallocated among the Partners
(in the same Fiscal Period, and to the extent necessary, in subsequent Fiscal
Periods) in a manner consistent with Regulations Sections 1.704-1(b) and 1.704-2
so as to prevent the Regulatory Allocations from distorting the manner in which
Profit, Loss and other items are intended to be allocated among the Partners
pursuant to Article 5.

                                   ARTICLE 6.
                                 DISTRIBUTIONS

     6.1.    DISTRIBUTIONS OTHER THAN UPON LIQUIDATION. The General Partner
shall make distributions to the Partners in proportion to the Partners'
Percentage Interests, in cash or property, at such times and in such amounts as
the General Partner shall determine, provided that no Partner's Adjusted Capital
Account Balance shall fall below zero (or become more negative) as a result of
such distribution.

     6.2.    DISTRIBUTIONS IN LIQUIDATION. At the close of the term of the
Partnership, or upon its earlier liquidation and dissolution in accordance with
Section 10.1, the Partnership's assets, including the proceeds from the sale,
exchange or other disposition thereof, shall be applied and distributed in the
following order of priority:

             (i)    to the payment of any debts and liabilities of the
     Partnership (including debts and liabilities to Partners);

             (ii)   to the setting up of reserves to provide for any contingent,
     conditional or unmatured liabilities or obligations of the Partnership; and

             (iii)  to the Partners in proportion to and to the extent of the
     positive balances of the Capital Accounts of the Partners (after reflecting
     in such Capital Accounts all adjustments thereto necessitated by all
     Partnership transactions for the fiscal year or other period of the
     Partnership in which the liquidation of the Partnership occurs prior to or
     simultaneously with such distribution).

     All payments under this Section 6.2 shall be made as soon as reasonably
practicable and in any event by the end of the fiscal year in which such
liquidation or winding up occurs or, if later, within ninety (90) days after the
date of such liquidation or the date such winding up occurs.

                                   ARTICLE 7.
                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

     7.1.    LIMITED LIABILITY. No Limited Partner shall be personally liable
for any of the debts, liabilities, obligations or contracts of the Partnership,
nor shall a Limited Partner be required to

                                      -12-


lend any funds to the Partnership. A Limited Partner shall only be liable to
make payment of such Limited Partner's Capital Contributions as and when due
hereunder. If and to the extent a Limited Partner's Capital Contributions shall
be fully paid, the Limited Partner shall not, except as required by the express
provisions of the Act regarding repayment of sums wrongfully distributed to the
Limited Partner, be required to make any further contributions to the
Partnership.

     7.2.    NO CONTROL. No Limited Partner shall participate in the management
or control of the business of, or transact any business for, the Partnership. No
Limited Partner shall have the power to sign for or bind the Partnership. No
Limited Partner shall have the right to have the Partnership dissolved or
liquidated or to have its Capital Contributions returned except as provided in
this Agreement.

                                   ARTICLE 8.
                   RIGHTS AND OBLIGATIONS OF GENERAL PARTNER

     8.1.    IN GENERAL. The General Partner shall have complete and exclusive
discretion in the management and control of the affairs and business of the
Partnership and all powers necessary, desirable, convenient or appropriate to
carry out the purposes, conduct the business, exercise the powers and administer
the affairs of the Partnership. The General Partner shall possess and enjoy,
subject to the provisions of this Agreement, with respect to the Partnership all
of the rights and powers of a partner of a partnership without limited partners
to the extent permitted by Delaware law.

     8.2.    DELEGATION OF POWERS AND DUTIES. Except as otherwise provided under
this Agreement or by law, the General Partner may delegate all or any of its
duties to any of its officers, employees, partners, and agents and in
furtherance of such delegation may elect, employ, contract or deal with any
Person (including any Affiliate of the General Partner).

     8.3.    RELIANCE BY THIRD PARTIES. No person dealing with the Partnership,
or its assets, whether as mortgagee, assignee, purchaser, lessee, grantee or
otherwise shall be required to investigate the authority of the General Partner
in purchasing, selling, assigning, leasing, mortgaging, conveying or otherwise
dealing with any Partnership asset nor shall any such purchaser, seller,
assignee, lessee, mortgagee, grantee or other Person entering into a contract
with the Partnership be required to inquire as to whether the approval of the
Partners for any such purchase, sale, assignment, lease, mortgage, transfer or
other transaction has been first obtained. Any such Person shall be conclusively
protected in relying upon a certificate of authority or any other material fact
signed by the General Partner, or in accepting any instrument signed by the
General Partner in the name and on behalf of the Partnership or the General
Partner.

     8.4.    LIABILITY FOR ACTS OR OMISSIONS AND INDEMNIFICATION. Subject to the
fiduciary duties of a general partner to a limited partner as provided by law,
the General Partner and its Affiliates shall have no liability to the
Partnership or to any Partner for any loss suffered by the Partnership which
arises out of any action or inaction of the General Partner or its Affiliates if

                                      -13-


the General Partner or its Affiliates, in good faith, determined that such
course of conduct is in, or not opposed to, the best interest of the
Partnership, and such course of conduct did not constitute gross negligence or
willful misconduct of the General Partner or its Affiliates. To the fullest
extent permitted by law, the General Partner and its Affiliates shall be
indemnified by the Partnership against any losses, judgments, liabilities,
expenses and amounts paid in settlement of any claims sustained by them in
connection with the Partnership, provided that the same were not the result of
gross negligence or willful misconduct on the part of the General Partner or its
Affiliates. Any claim for indemnification shall be paid from, and only to the
extent of, the Partnership's assets and no Partners shall have any personal
liability on account thereof.

     8.5.    OTHER INTERESTS OF THE GENERAL PARTNER AND ITS AFFILIATES. Except
as otherwise provided in this Agreement, the General Partner and any Affiliates
of the General Partner may engage in or possess an interest in other business
ventures (not connected with the Partnership) of every kind and description,
independently or with others. Neither the Partnership nor the Limited Partners
shall have any rights in and to such other accounts, partnerships or other
ventures or the income or profits therefrom by reason of the General Partner's
position with the Partnership.

                                   ARTICLE 9.
                       TRANSFERS OF PARTNERSHIP INTERESTS

     9.1.    ASSIGNMENT. No Limited Partner may assign all or any part of its
interest in the) Partnership without the consent of the General Partner.

     9.2.    SUBSTITUTION. The General Partner shall admit to the Partnership as
a substitute Limited Partner any permitted assignee of a Limited Partner's
interest in the Partnership.

     9.3     RIGHTS OF SUCCESSORS OF A LIMITED PARTNER ON BANKRUPTCY,
INSOLVENCY, ETC. The bankruptcy, insolvency, dissolution or other termination of
any Limited Partner shall not dissolve the Partnership. In such event, the legal
representative or successor in interest to such Limited Partner shall have all
the rights and be subject to all the same limitations as the Limited Partner
under this Agreement, including without limitation the right to assign the
Limited Partner's interest in the Partnership, subject to the provisions of this
Article 9, and to become a substitute Limited Partner.

     9.4.    STATUS OF AN ASSIGNING LIMITED PARTNER. Any Limited Partner who
shall assign all of its Limited Partner interest in the Partnership in
accordance with Section 9.1 shall cease to be a Limited Partner of the
Partnership, and shall no longer have any of the rights or privileges of a
Limited Partner, except that unless and until a substitute Limited Partner is
admitted in its stead, such assigning Limited Partner shall retain the statutory
rights of an assignor of a limited partnership interest under the Act.

     9.5.    WITHDRAWAL OF LIMITED PARTNERS. Except upon transfer of a Limited
Partner's entire

                                      -14-


Limited Partner interest in the Partnership and the admission of the transferee
as a substituted Limited Partner in compliance with the terms hereof, no Limited
Partner shall have the right to withdraw from the Partnership except with the
consent of all of the Partners.

                                   ARTICLE 10.
                                  TERMINATION

     10.1.   DISSOLUTION AND WINDING UP. The Partnership shall be dissolved and
its affairs wound up on the first to occur of the following:

             (a)    an election to dissolve the Partnership made in writing by
the General Partner with the consent of a majority of the Limited Partners;

             (b)    the sale or other disposition of all or substantially all of
the assets of the Partnership, unless the General Partner elects to continue the
Partnership business solely for the purpose of the receipt and collection of a
note and payments thereon or the collection of any other consideration to be
received in exchange for the assets of the Partnership (which activities shall
be deemed to be a part of such sale or other dispositions and the winding-up of
the affairs of the Partnership) or, with the approval of a majority of the
Limited Partners, for any other purpose;

             (c)    the expiration of the term specified in Section 2.5
(including any extension, if applicable); or

             (d)    any other event which causes the dissolution and/or
winding-up of the Partnership under the Act.

     Dissolution of the Partnership shall be effective on the day on which the
event occurs giving rise to the dissolution, but the Partnership shall not
terminate until the assets of the Partnership shall have been distributed as
provided herein and a certificate of cancellation shall have been filed with the
Secretary of State of the State of Delaware.

     10.2.   DISTRIBUTIONS UPON DISSOLUTION. Upon the dissolution of the
Partnership, the General Partner, or if there is none, such other Person as is
required by law to wind up the Partnership's affairs, shall proceed with the
liquidation of the Partnership. During the period of dissolution and winding up
of the Partnership, the General Partner or any Person performing such action may
exercise all of the powers granted to the General Partner herein, and may adopt
such plan, method or procedure as may be deemed reasonable in order to
effectuate an orderly winding-up.

                                   ARTICLE 11.
                                  MISCELLANEOUS

     11.1.   NOTICES. Any notices, consents, approvals, offers, elections and
other communications required or permitted under this Agreement ("NOTICE") shall
be deemed adequately given only if

                                      -15-


in writing and the same shall be delivered either in hand or by mail or Federal
Express or similar expedited commercial carrier, addressed to the recipient of
the notice, postpaid and registered or certified with return receipt requested
(if by mail), or with all freight charges prepaid (if by Federal Express or
similar carrier).

     11.2.   WORD MEANINGS. The words such as "herein", "hereinafter", "hereof"
and "hereunder" refer to this Agreement as a whole and not merely to a
subdivision in which such words appear unless the context otherwise requires.
The singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, unless the context otherwise requires.

     11.3.   BINDING PROVISIONS. The covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the heirs, legal
representatives, successors and assigns of the respective parties hereto.

     11.4.   APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware. In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control and take precedence.

     11.5.   SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall
be considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

     11.6.   SECTION TITLES. Section titles are for descriptive purposes only
and shall not control or alter the meaning of this Agreement as set forth in
the text.

     11.7.   FURTHER ASSURANCES. The Partners shall execute and deliver such
further instruments and do such further acts and things as may be required to
carry out the intent and purposes of this Agreement.

     11.8.   ENTIRE AGREEMENT. This Agreement and the schedules and exhibits
attached hereto constitute the entire agreement between the parties hereto with
respect to the transactions contemplated herein, and supersede all prior
understandings or agreements between the parties.

     11.9.   WAIVER. The failure by any party hereto to insist upon or to
enforce any of its rights shall not constitute a waiver thereof, and nothing
shall constitute a waiver of such party's right to insist upon strict compliance
with the provisions hereof. No delay in exercising any right, power or remedy
created hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or remedy by any such party preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy. No waiver by any party hereto to any breach of or default in any term or
condition of this Agreement shall constitute a

                                      -16-


waiver of or assent to any succeeding breach of or default in the same or any
other term or condition hereof. Each party hereto may waive the benefit of any
provision or condition for its benefit contained in this Agreement, but only if
such waiver is evidenced by a writing signed by such party.

     11.10.  AMENDMENTS. The Agreement may not be amended except by an
instrument in writing signed by all the Partners.

     11.11.  AGREEMENT IN COUNTERPARTS. This Agreement may be executed in
multiple counterparts, each of which shall be considered an original and all
shall constitute one and the same Agreement, binding upon all of the parties
hereto, notwithstanding that all of the parties may not be signatories to the
same counterpart.

     11.12.  PARTITION. No Partner nor any successor-in-interest to any Partner
shall have the right while this Agreement remains in effect to have any property
of the Partnership partitioned, or to file a complaint or institute any
proceeding at law or in equity to have such property of the Partnership
partitioned and each Partner, on behalf of such Partner and such Partner's
successors, representatives, heirs and assigns, hereby waives any such right. It
is the intention of the Partners that the rights of the parties hereto and their
successors-in-interest to Partnership property, as among themselves, shall be
governed by the terms of this Agreement, and that the rights of the Partners and
their successors-in-interest to assign, transfer, sell or otherwise dispose of
any interest in the Partnership shall be subject to the limitations and
restrictions set forth in this Agreement.

                                      -17-


         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement under seal as of the day and year first above written.

                                       GENERAL PARTNER:

                                       MAXI DRUG, INC.


                                       By: /s/ Michel Coutu
                                           -------------------------------
                                           Michel Coutu
                                           President and Chief Executive Officer

                                       LIMITED PARTNER:

                                       MAXI DRUG NORTH, INC.


                                       By: /s/ Michel Coutu
                                           -------------------------------
                                           Michel Coutu
                                           President and Chief Executive Officer

                                      -18-


                              MAXI DRUG SOUTH, L.P.

                                   SCHEDULE A

               NAMES, ADDRESSES AND SUBSCRIPTIONS OF THE PARTNERS



Name and Address                Contribution            Percentage Interest
- ----------------                ------------            -------------------
                                                  
Maxi Drug, Inc.                 $ 500                   50%
50 Service Avenue
Warwick, RI 02886

Maxi Drug North, Inc.           $ 500                   50%
142 Main Street
Salem, NH 02079


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -19-


                                TABLE OF CONTENTS
                                   (continued)



                                                                                        Page
                                                                                        ----
                                                                                     
ARTICLE 1.     DEFINITIONS                                                              1
ARTICLE 2.     FORMATION OF LIMITED PARTNERSHIP                                         5
     2.1.      Formation                                                                5
     2.2.      Partnership Name                                                         5
     2.3.      The Certificate, Etc                                                     5
     2.4.      Principal Business Office, Registered Office and Registered Agent        5
     2.5.      Term of Partnership                                                      6
     2.6.      Purposes                                                                 6
     2.7.      Powers                                                                   6
ARTICLE 3.     CAPITALIZATION                                                           7
     3.1.      Capital Contributions.                                                   7
     3.2.      Additional Capital Contributions; Loans                                  7
     3.3.      Capital Accounts                                                         7
     3.4.      Transfer of Capital Accounts                                             8
     3.5.      Deficit Capital Accounts                                                 8
     3.6.      Additional Limited Partners                                              8
ARTICLE 4.     BOOKS; REPORTS; TAX ELECTIONS; ACCOUNTS                                  9
     4.1.      Books and Records                                                        9
     4.2.      Filing of Returns and Other Writings; Tax Matters Partner                9
     4.3.      Fiscal Year                                                              9
ARTICLE 5.     ALLOCATIONS                                                              9
     5.1.      Allocation of Profit and Loss                                            9
     5.2.      Allocations for Tax and Book Purposes                                    9
     5.3.      Certain Accounting Matters                                               9
     5.4.      Tax Allocations: Code Section 704(c)                                     9
     5.5.      Compliance With Section 704(b)                                           10
     5.6.      Curative Allocations                                                     11
ARTICLE 6.     DISTRIBUTIONS                                                            11
     6.1.      Distributions Other Than Upon Liquidation                                11
     6.2.      Distributions in Liquidation                                             11
ARTICLE 7.     RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS                               12
     7.1.      Limited Liability                                                        12
     7.2.      No Control                                                               12
ARTICLE 8.     RIGHTS AND OBLIGATIONS OF GENERAL PARTNER                                12
     8.1.      In General                                                               12
     8.2.      Delegation of Powers and Duties                                          12
     8.3.      Reliance by Third Parties                                                13
     8.4.      Liability for Acts or Omissions and Indemnification                      13
     8.5.      Other Interests of the General Partner and its Affiliates                13


                                      -20-


                                TABLE OF CONTENTS
                                   (continued)



                                                                                        Page
                                                                                        ----
                                                                                     
ARTICLE 9.     TRANSFERS OF PARTNERSHIP INTERESTS                                       13
     9.1.      Assignment                                                               13
     9.2.      Substitution                                                             13
     9.3.      Rights of Successors of a Limited Partner on Bankruptcy, Insolvency, Etc 14
     9.4.      Status of an Assigning Limited Partner                                   14
     9.5.      Withdrawal of Limited Partners                                           14
ARTICLE 10.    TERMINATION                                                              14
     10.1.     Dissolution and Winding Up                                               14
     10.2.     Distributions Upon Dissolution                                           15
ARTICLE 11.    MISCELLANEOUS                                                            15
     11.1.     Notices                                                                  15
     11.2.     Word Meanings                                                            15
     11.3.     Binding Provisions                                                       15
     11.4.     Applicable Law                                                           15
     11.5.     Separability of Provisions                                               15
     11.6.     Section Titles                                                           16
     11.7.     Further Assurances                                                       16
     11.8.     Entire Agreement                                                         16
     11.9.     Waiver                                                                   16
     11.10.    Amendments                                                               16
     11.11.    Agreement in Counterparts                                                16
     11.12.    Partition                                                                16


                                      -21-

EX-3.29

                                                                    Exhibit 3.29

                                                                          PAGE 1

                                    DELAWARE
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "MAXI DRUG, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-EIGHTH DAY OF NOVEMBER, A.D.
1990, AT 3:30 O'CLOCK P.M.

     CERTIFICATE OF MERGER, FILED THE THIRD DAY OF DECEMBER, A.D. 1990, AT 10
O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWELFTH DAY OF MAY,
A.D. 1998, AT 5 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


[SEAL]

2247780 8100H

040547046

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State
                                        AUTHENTICATION: 3256537

                                                  DATE: 07-27-04



       [ILLEGIBLE]
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:30 PM 11/28/1990
   730332017 - 2247780

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 Maxi Drug, Inc.

                               A CLOSE CORPORATION

                                    * * * * *

     1.     The name of the corporation is

                                 Maxi Drug, Inc.

     2.     The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

     3.     The nature of the business or purposes to be conducted or promoted
is to operate pharmaceutical centers including sale of prescription and non
prescription drugs, optical and orthopedic goods and the sale of goods and
services at retail usually associated with such establishments; to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

     4.     The total number of shares of stock which the corporation shall have
authority to issue is seventy five thousand (75,000) and the par value of each
of such shares is One Dollar ($1.00) amounting in the aggregate to Seventy-Five
Thousand Dollars ($75,000.00).



     The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof are as follows:

     Shares of stock of this corporation are to be issued and held by each and
every stockholder of this corporation upon and subject to the following terms
and conditions:

     All of the issued and outstanding stock of all classes shall be held of
record by not more than 30 persons, as defined in section 342 of the General
Corporation Law; and the corporation shall make no offering of any of its stock
of any class which would constitute a "public offering" within the meaning of
the United States Securities Act of 1933, as it may be amended from time to
time; and the consent of the directors of the corporation shall be required to
approve the issuance or transfer of any shares as being in compliance with the
foregoing restrictions.

     The power to fix the consideration for issuance of shares without par value
is conferred upon the board of directors and the stockholders.

     5.     The name and mailing address of each incorporator is as follows:



     NAME                                    MAILING ADDRESS
     ----                                    ---------------
                                          
     J. L. Austin                            1209 Orange Street
                                             Wilmington, Delaware 19801

     M. C. Kinnamon                          1209  Orange Street
                                             Wilmington, Delaware 19801

     T. L. Ford                              1209  Orange Street
                                             Wilmington, Delaware 19801




     6.     The corporation is to have perpetual existence.

     7.     In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.

     7.     In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     By a majority of the whole hoard, to designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. The by-laws may provide that in the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not



disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
or in the by-laws of the corporation, shall have and may exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or by-laws, expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.

     When and as authorized by the stockholders in accordance with statute, to
sell, lease or exchange all or substantially all of the property and assets of
the corporation, including its good will and its corporate franchises,



upon such terms and conditions and for such consideration, which may consist in
whole or in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.

     8.     Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.

     Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

     9.     The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     10.    A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's



duty of loyalty to the corporation or its stockholders, (ii) for acts or
ommissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived any
improper personal benefit.

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 28th day of November, 1990.


                                                /s/ J. L. Austin
                                                --------------------------------
                                                J. L. Austin

                                                /s/ M. C. Kinnamon
                                                --------------------------------
                                                M. C. Kinnamon

                                                /s/ T. L. Ford
                                                --------------------------------
                                                T. L. Ford



    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 12/03/1990
   720337074 - 2247780

                             CERTIFICATE OF MERGER

                                       OF

                        MAXI DRUG OF MASSACHUSETTS, INC.

                                      INTO

                                MAXI DRUG, INC.

                                  * * * * * * *

     The undersigned corporation

     DOES HEREBY CERTIFY:

     FIRST:    That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:



     NAME                                              STATE OF INCORPORATION
                                                        
     MAXI DRUG OF MASSACHUSETTS, INC.                      Massachusetts

     MAXI DRUG, INC.                                         Delaware


     SECOND:   That an Agreement of Merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware.

     THIRD:    That the name of the surviving corporation of the merger is MAXI
DRUG, INC., a Delaware corporation.

     FOURTH:   That the Certificate of Incorporation of MAXI DRUG, INC., a
Delaware corporation which is surviving the merger, shall be the Certificate of
Incorporation of the surviving corporation.

     FIFTH:    That the executed Agreement of Merger is on file at the principal
place of business of the surviving corporation, the



address of which is 99 Westfield Street, West Springfield, Massachusetts  01089.

     SIXTH:    That a copy of the Agreement of Merger will be furnished on
request and without cost to any stockholder of any constituent corporation.

     SEVENTH:  the authorized capital stock of each foreign corporation which is
a party to the merger is as follows:



                                                             Par value per share
                                                              or statement that
                                                             shares are without
  Corporation       Class           Number of Shares              par value
                                                    
MAXI DRUG of      Common           30,000                    $ .10
Massachusetts,
Inc.


     EIGHTH:   That this Certificate of Merger shall be effective on
December 3, 1990.

Dated: November 30, 1990

                                                MAXI DRUG, INC.


                                                By  /s/ Michel Coutu
                                                   -----------------------------
                                                   Michel Coutu, President

ATTEST:


BY /s/ [ILLEGIBLE]
   -------------------------------------
     (Assistant) Secretary

EX-3.30

                                                                    Exhibit 3.30

                                MAXI DRUG, INC.

                                    BY-LAWS

                           Adopted November 29, 1990

                                    ARTICLE I

                                OFFICES AND SEAL

     Section 1.01.  REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware. The
Corporation shall continuously maintain a registered agent at such office.

     Section 1.02.  OTHER OFFICES. The Corporation may have its principal
office for the transaction of business, and other offices or places of business,
at any place within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Corporation may require.

     Section 1.03.  SEAL. The corporate seal shall contain the name of the
Corporation, the year of Incorporation, and the word "Delaware." The seal may be
used by causing it or a facsimile thereof to be affixed, impressed, or
reproduced, or used in any other manner permitted by law.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 2.01.  PLACE OF MEETINGS. Meetings of the stockholders shall be
held at such places within or without the State of Delaware as may be fixed by
the Board of Directors or, if the Board does not fix the place, by the person or
group calling the meeting, and as stated in the notice of the meeting.

     Section 2.02.  ANNUAL MEETING. Beginning with the first calendar year
after the year of incorporation, an annual meeting of the stockholders shall be
held on the last Friday of September each year (or if that be a legal holiday in
the place where the meeting is to be held, on the next succeeding business day).
The purposes for which the annual meeting is to be held in addition to those
prescribed by law, the Articles of Organization or these By-Laws, shall be
specified by the Director(s) or the President. If no annual meeting is held in
accordance with this Section, a special meeting may be held in lieu thereof, and
any action taken at such a meeting shall have the same effect as if taken at the



annual meeting.

     Section 2.03.  SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, may be called by the Chairman of the Board or the
President. A special meeting of the stockholders shall also be called by the
Clerk at the request in writing of at least half of the Board of Directors or of
holders of ten percent (10%) or more of the shares entitled to vote at the
meeting. The notice shall state the purpose or purposes of the proposed meeting.
The business transacted at any special meeting of the stockholders shall be
limited to the purpose or purposes stated in the notice of the meeting, unless
otherwise agreed by all stockholders present in person or by proxy and entitled
to vote at the meeting.

     Section 2.04.  NOTICE TO STOCKHOLDERS. Not less than ten (10) nor more than
sixty (60) days before the date of any meeting of the stockholders, the Clerk
shall give to each stockholder entitled to vote at the meeting written notice
stating the time and place of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. Such notice shall be
given in the manner set forth in Article V.

     Section 2.05.  PRESIDING OFFICER. The President shall preside at all
meetings of the stockholders, unless the Board shall have elected a person other
than the President to serve as Chairman; in the absence of the President the
Chairman of the Board, if any, shall preside. In the absence of both the
Chairman of the Board and the President, a presiding officer shall be selected
by vote of the holders of a majority of the shares of stock whose holders are
present in person or by proxy and entitled to vote at the meeting.

     Section 2.06.  QUORUM. At any meeting of the stockholders, the presence in
person or by proxy of the holders of a majority of the shares of stock shall be
necessary to constitute a quorum. If at any meeting of the stockholders a quorum
is not present, the holders of a majority of the shares shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting (except as provided in Section 2.07), until a quorum is present. At
such adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted at the meeting as originally noticed.

     Section 2.07.  ADJOURNMENT. Any meeting of the stockholders may be
adjourned from time to time by the holders of a majority of the shares, though
less than a quorum. If an adjournment is for more than thirty (30) days, or if
after an adjournment a new record date is fixed for the adjourned meeting, the
Clerk shall give notice of the adjourned meeting to the stockholders of record
entitled to vote at the meeting in the manner provided in these By-Laws for
stockholders' meetings generally.



     Section 2.08.  VOTING. At any meeting of the stockholders duly called and
at which a quorum is present, an affirmative vote of the holders of a majority
of the shares in person, by electronic means, or by proxy and entitled vote
shall be necessary and sufficient to take or authorize action upon any matter
that may properly come before the meeting, except when a greater percentage is
required by applicable law, the Articles of Organization or these By-Laws. For
each outstanding share of stock the holder thereof shall be entitled to one vote
on each matter submitted to a vote at a meeting of the stockholders. A
stockholder entitled to vote may vote in person or may be represented and vote
by proxy appointed by an instrument in writing subscribed by the stockholder or
by his duly authorized attorney-in-fact. No such instrument shall be valid after
eleven (11) months from its date, unless otherwise provided therein. At all
meetings of the stockholders, all questions relating to the qualification of
voters shall be decided by the presiding office of the meeting.

     Section 2.09.  ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting if a
consent in writing setting forth such action is signed by stockholders entitled
to vote thereon having not less than the minimum number of votes that would be
necessary authorize or take such action at a meeting at which all of the
stockholders entitled to vote thereat were present and voted. If action is so
taken by less than unanimous written consent, prompt notice thereof shall be
given to the stockholders who have not consented in writing.

                                  ARTICLE III

                                   DIRECTORS

     Section 3.01.  GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors, which may
exercise all of the powers of the Corporation except such as are by law, the
Certificate of Incorporation, or these By-Laws conferred upon or reserved to the
stockholders.

     Section 3.02.  NUMBER AND ELECTION. The Board of Directors shall number no
less than one (1) nor greater than seven (7). Directors elected by a majority
vote, may nominate successor Directors, unless only one Director is in office.
Until the first meeting of the directors is held, the Board shall consist of the
persons named as such in the Statement of Incorporators. Thereafter, and at each
subsequent annual meeting of the stockholders, the stockholders shall elect
Directors and determine the number of members of the Board of Directors. Each
Director shall hold office for a term that expires at the next annual meeting,
provided that if he or she is not re-elected or his or her successor is not
elected thereat and there remains a vacancy



in the Board of Directors, he or she shall continue to serve until his or her
successor is elected or until his or her earlier death, resignation, or removal.
Directors need not be stockholders of the Corporation.

     Section 3.03.  VACANCIES. Any vacancy occurring in the Board of Directors
between annual meetings of the stockholders shall be filled by the remaining
Director or Directors, or, in the absence of any such Director, by the holders
of stock of each class acting at a special meeting of stockholders. A Director
elected to fill a vacancy shall hold office during the remainder of the term of
the Director he or she replaces.

     Section 3.04.  RESIGNATION OF DIRECTORS. A Director may resign at any time
by giving written notice of his or her resignation to the Chairman of the Board
or the President. His or her resignation shall take effect at the time received
unless another time is specified in the notice.

     Section 3.05.  COMPENSATION OF DIRECTORS. Each Director, in consideration
of his or her serving as such, shall be entitled to receive from the Corporation
such amount per annum or such fees for the attendance at meetings of the Board
of Directors, or both, as the Board may from time to time determine, together
with the reimbursement for the reasonable expenses incurred by him or her in
connection with the performance of his or her duties. Each Director who serves
as a member of any Committee of the Board, in consideration of his or her
serving as such, shall be entitled to such additional amount per annum or such
fees for attendance at committee meetings, or both, as the Board may from time
to time determine, together with the reimbursement for the reasonable expenses
incurred by him or her in connection with the performance of his or her duties.
Nothing in this Section shall preclude any Director from serving the Corporation
or its subsidiaries in any other capacity and receiving proper compensation
therefor.

     Section 3.06.  COMMITTEES OF THE BOARD. (a) The Board of Directors may, by
resolution passed by a majority of the Board, establish one or more Committees
of the Board, each such Committee to consist of one or more of the Directors.
The Board may designate any Director as an alternate member of any Committee,
which designation shall entitle him or her to act in the place of any absent or
disqualified member at any meeting of the Committee. In the absence or
disqualification of a member of a Committee and/or any alternate member to act
in his or her place, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or she or they constitute a
quorum, may by unanimous vote appoint another Director to act at the meeting in
the place of the absent or disqualified member.

     (b) Any Committee of the Board, to the extent provided in the resolution of
the Board establishing it, shall have and may exercise all the powers and
authority of the Board in the



management or direction of the business and affairs of the Corporation, and may
authorize the seal of the Corporation, to be affixed to all papers that may
require it, provided that (1) no such Committee shall have power or authority in
reference to amending the Certificate of Incorporation, adopting an agreement or
merger or consolidation, recommending to the stockholders the sale, lease, or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, filling a vacancy on the Board, removing a
Director, fixing the compensation of the Board for serving on the Board,
amending or repealing any resolution of the Board that is not by its terms so
amendable or repealable, or amending the By-Laws, and (2) unless the resolution
establishing it expressly so provides, no such Committee shall have power or
authority to declare any dividend, authorize the issuance of stock, or elect any
of the principal officers or remove any of the officers elected by the Board.

     Section 3.07.  CHAIRMAN OF THE BOARD. A Chairman of the Board may be
elected from among the Directors at the first meeting of the Board of Directors
following each annual meeting of the stockholders, by a vote of the majority of
the Directors in office, to serve at the pleasure of the Board or until his or
her successor is elected. The Chairman of the Board shall, if present, preside
at all meetings of the Board and at all meetings of the stockholders. He or she
shall perform such other duties as from time to time may be assigned to him or
her by the Board. The Chairman of the Board shall be eligible to serve as the
officer of the Corporation designated as Chairman, as President, or as any other
officer of the Corporation, as provided in Section 6.01.

     Section 3.08.  LIMITATION OF LIABILITY. No Director shall be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director notwithstanding any provision of law imposing such liability;
provided, however, that such provision shall not eliminate or limit the
liability of a Director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for any transaction from which the Director derived an improper personal
benefit.

                                   ARTICLE IV

                              MEETINGS OR DIRECTORS

     Section 4.01.  TIME AND PLACE OF MEETINGS OF NEW BOARD. The first meeting
of each newly elected Board of Directors shall be held at such time and place as
are fixed by the vote of the stockholders at the annual meeting, and no notice
of such meeting shall be necessary in order legally to constitute the meeting,
provided a quorum is present. If the stockholders fail to fix the



time or place of the newly elected Board, or if such meeting is not held at the
time and place so fixed by the stockholders, the meeting may be held at such
time and place as are specified in a notice given as hereinafter provided for
special meetings of the Board.

     Section 4.02.  REGULAR MEETINGS OF THE BOARD. Regular meetings of the Board
of Directors may be held without notice at such times and places, within or
without the Commonwealth of Massachusetts, as are from time to time determined
by resolution of the Board.

     Section 4.03.  SPECIAL MEETINGS OF THE BOARD. Special meetings of the Board
of Directors may be called at any time by the Chairman of the Board, by the
President, or by any two Directors. Notice of the time and place of a special
meeting of the Board shall be given to each Director in the manner specified in
Article V at least five (5) days before the date of the meeting if given by mail
or at least two (2) days before the date if otherwise given.

     Section 4.04.  PRESIDING OFFICER. The President, or if he or she has been
elected, the Chairman of the Board, shall preside at all meetings of the Board
of Directors. In the absence of the Chairman of the board and the President, a
presiding officer shall be selected by a majority vote of the members of the
Board present at the meeting.

     Section 4.05. QUORUM. At all meetings of the Board of Directors, or of
Committees of the Board, the presence of a majority of the Directors or members
of the Committee shall be necessary to constitute a quorum for the transaction
of business. If a quorum is not present at any meeting, the Directors present
may by a majority vote adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present. The Directors
or Committee members present at a duly called or held meeting at which a quorum
is present may continue to do business until adjournment, notwithstanding the
withdrawal of enough Directors or Committee members to leave less than a quorum,
unless a majority of present members object. At all meetings of any Committee of
the Board a quorum shall be constituted by that number of Directors specified in
the Resolution establishing the Committee.

     Section 4.06.  VOTING. At all meetings of the Board of Directors at which a
quorum is present, voting shall be by a simple majority except as otherwise
determined by the Board.

     Section 4.07.  ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or any Committee of the Board
may be taken without a meeting if a written consent to such action is signed by
all members of the board or of the Committee. Such written consents may be
signed on separate instruments. Each such written consent shall be filed



with the minutes of proceedings of the Board or of the Committee.

     4.08. PARTICIPATION VIA COMMUNICATIONS EQUIPMENT. Directors may participate
in a meeting of the Board of Directors or of any Committee of the Board by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear and speak to each other, and
such participation in the meeting shall institute presence in person at such
meeting.

     4.09. MINUTES. Minutes shall be kept of all meetings of the Board of
directors. If the Clerk of the Corporation is not present at the meeting, the
minutes shall be kept by a person designated by the Chairman of the meeting and
shall be filed with the Clerk. Minutes of meetings of a Committee shall be
distributed to the Board in accordance with resolutions establishing such
Committee.

                                    ARTICLE V

                                     NOTICES

     Section 5.01.  HOW MADE. Any notice required by law, the Certificate of
Incorporation, or these By-Laws to be given to stockholders or Directors shall
be in writing. Such notice to a stockholder or Director shall be either
presented to him personally, or left at his residence or usual place of
business, or transmitted by prepaid telegram, telex, or other mode of record
communication, or mailed postage prepaid, to him at his address as it appears on
the records of the Corporation. Notice by mail shall be deemed to have been
given on the day after its deposit in the United States mail. Notice by
telegram, telex, or other mode of record communication shall be deemed to have
been given at the time of dispatch. A notice of meeting need not state the
purpose of the meeting except to the extent required by law, the Articles of
Organization, or these By-Laws.

     Section 5.02.  WAIVER OF NOTICE. Whenever any notice of the time, place, or
purpose of any meeting of the stockholders, the Board of Directors, or a
Committee of the Board is required to be given by law, the Articles of
Organization or these By-Laws, a written waiver thereof, signed by a person
entitled to such notice either before, at, or after the meeting and filed with
records of the meeting, or actual attendance in person at a meeting of the Board
or of a Committee, shall be deemed equivalent to the giving of such notice to
such person. However, attendance of a Director at a meeting of the Board or of a
Committee for the express purpose of objecting to the transacting of any
business because the meeting is not lawfully called or convened shall not
constitute a waiver of notice.



                                   ARTICLE VI

                                    OFFICERS

     Section 6.01.  ENUMERATION. The Corporation shall have as principal
officers a President, a Secretary and a Treasurer. The Corporation may have such
other officers, including an Executive Vice President, additional Vice
Presidents, a Controller, Assistant Secretaries, Assistant Treasurers, and
Assistant Controllers, as the board of Directors may specify or authorize. A
Chairman may be selected from among the Directors. Any two or more offices may
be held by the same person, provided that the President and the Clerk shall not
be the same person. Any person who holds more than one office may execute,
acknowledge, or verify in more than one capacity any instrument required to be
executed, acknowledged, or verified by the holders of two or more offices.

     Section 6.02.  HOW ELECTED. The principal officers shall be elected by the
Board of Directors and the election shall be ratified by the shareholders. Other
officers shall be elected by the Board, or appointed, pursuant to authority
granted by the Board.

     Section 6.03.  TENURE. The tenure of all officers except for the President,
Treasurer, and Secretary shall be one year unless a shorter term is specified in
the vote choosing or appointing them. Other officers shall serve until
resignation or removal or until successors are elected or appointed.

     Section 6.04.  REMOVAL. Any officer may be removed by action of the Board
of Directors whenever, in the judgment of the Board, the best interests of the
Corporation shall be served thereby. Removal of an officer shall be without
prejudice to his contractual rights.

     Section 6.05.  RESIGNATION. Any officer may resign his office at any time
by giving written notice of his resignation to the Chairman of the Board or to
the President. His resignation shall take effect at the time received unless
another time is specified in the notice.

     Section 6.06.  COMPENSATION. The salaries or other compensation of all
officers elected by the Board of Directors shall be fixed from time to time by
the Board.

     Section 6.07.  PRESIDENT. The President shall be the chief executive
officer of the Corporation. He or she shall have general and active supervision
over the management of the business, affairs, and property of the Corporation,
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. He or she shall have all general powers and duties normally
vested in the chief executive officer of a Corporation and, in addition, shall
have such other powers and perform such



other duties as may be prescribed from time to time by the Board.

     Section 6.08.  VICE PRESIDENTS. Vice Presidents, if appointed by the Board,
shall in the absence of disability of the President, perform the duties and
exercise the powers of the President as assigned by the Board, and shall perform
such other duties and powers as the Board of Directors, the Chairman, or the
President may from time to time prescribe. Vice Presidents may be given such
designation as, for example, Vice President - Research, as the Board may
determine. The Executive Vice President, if one is appointed by the Board, shall
be senior to any Vice Presidents elected by the Board or appointed pursuant to
authority granted by the Board.

     Section 6.09.  SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and shall record all the
proceedings of all such meetings in a book to be kept for that purpose. He or
she shall give, or cause to be given, notice of all meetings of the stockholders
and special meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board, the Chairman and Managing Director, or
the President, under whose supervision he or she shall be. He or she shall keep
in safe custody the seal of the Corporation and, when authorized, shall affix
the same to any instrument requiring it, and when the seal is so affixed, is
shall be attested by his signature.

     Section 6.10.  TREASURER. The Treasurer shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He or she
shall disburse such funds of the Corporation as may be ordered by the Board, the
Chairman and Managing Director, or the President, taking proper vouchers for
such disbursements, and shall render to the Chairman and Managing Director and
President, and to the Board at its regular meetings or whenever the Board so
requires, an account of all his or her transactions as Treasurer and of the
financial condition of the Corporation. He or she shall sign such documents as
require the signature of the Treasurer and such other duties as may from time to
time be assigned by the Board. He shall give the Corporation a bond in such sum
and with such surety or sureties as may be required by the Board for the
faithful performance of the duties of his office and for the resignation,
retirement, or removal from office, of all books, papers, vouchers, money, and
other property of whatever kind in his possession or under his control belonging
to the Corporation.

     Section 6.11.  OTHER OFFICERS. Officers other than the principal officers
shall have such duties as may be specified by the Board of Directors or by the
person appointing them pursuant to authority granted by the Board.



                                  ARTICLE VII

                         ISSUANCE AND TRANSFER OF STOCK

     Section 7.01.  CERTIFICATE OF STOCK. Each stockholder shall be entitled to
a certificate or certificates evidencing the number of shares of stock of the
corporation owned by him. Each certificate shall be signed by the President and
countersigned by the Clerk or the Treasurer, which signatures may be facsimiles
if the certificate is countersigned by manual signature of a duly authorized
employee or a duly appointed registrar or transfer agent, and shall be sealed
with the corporate seal or a facsimile thereof. Certificates shall be numbered
and registered in the order in which they are issued. If any certificate bears
the signature of an officer of the Corporation who has ceased to be such officer
before the certificate is issued, the certificate may nevertheless be issued by
the Corporation with the same effect as if the officer had not ceased to be such
officer as of the date of its issuance.

     Section 7.02.  THEFT, LOSS, OR DESTRUCTION OF CERTIFICATES. The owner of
any shares of stock of the Corporation shall immediately give notice to the
Corporation of any theft, loss, or destruction of the certificate therefor. Upon
the making of an affidavit of the fact of theft, loss, or destruction by such
owner, or upon furnishing by the holder or other proof of the fact satisfactory
to the officers, the officers may cause a new certificate or certificates to be
issued in place of the certificate alleged to have been stolen, lost, or
destroyed. When so causing the issuance of a new certificate, the officers may,
as a condition precedent to its delivery, require the owner of the stolen, lost,
or destroyed certificate, or his legal representative, to advertise the same in
such sufficient surety, to the Corporation to indemnify it against any loss or
claim that may arise by reason of the issuance and delivery of the new
certificate.

     Section 7.03.  TRANSFER OF SHARES. Transfer of shares of stock of the
Corporation shall be made on the books of the Corporation by order of the holder
of the shares, in person or by his duly authorized attorney-in-fact, upon
surrender and cancellation of a certificate or certificates for a like number of
shares. Upon surrender to the Corporation or to a transfer agent of the
Corporation of a certificate for shares, duly endorsed or accompanied by proper
evidence or succession, assignment, or authority to transfer, it shall be the
duty of the Corporation to issue or cause the transfer agent to issue a new
certificate to the person entitled thereto, cancel the old certificate, and
record the transaction upon its books, subject to Section 7.04.

     Section 7.04.  STATEMENTS REQUIRED IN CERTIFICATES. Every certificate for
shares of stock of the Corporation shall set forth



upon the face or back of the certificate a full statement of the restrictions
and limitations on the transferability of the shares adopted by the
shareholders, or a reference thereto, pursuant to Delaware Corporation Law
Section 202.

     Section 7.05.  FIXING RECORD DATE. The Board of Directors may fix, in
advance, a date as the record date for the purpose of determining stockholders
entitled to notice or to vote at any meeting of the stockholders, or
stockholders entitled to receive payment of any dividend or the allotment of any
rights, or in order to make a determination of stockholders for any other proper
purpose. Such date, in any case, shall be not more than sixty (60) days, and in
case of a meeting of the stockholders not less than ten (10) days, before the
date on which the particular action requiring such determination of stockholders
is to be taken. A determination of stockholders of record entitled to notice of
or to vote at a meeting of the stockholders shall apply to any adjournment of
the meeting, provided that the Board may fix a new record date for the adjourned
meeting.

     Section 7.06.  CLOSING TRANSFER BOOKS. In lieu of fixing a record date for
the purpose of any determination pursuant to Section 7.50, the Board of
Directors may direct that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, twenty (20) days. If the stock transfer
books are closed for the purpose of determining stockholders entitled to notice
or to vote at a meeting of the stockholders, such books shall be closed for a
least ten (10) days immediately preceding the meeting.

     Section 7.07.  RECORD DATE WHERE NONE IS FIXED. If the Board of Directors
neither fixes a record date in advance nor directs the closing of the stock
transfer books, then (a) the record date for determining stockholders entitled
to notice of or to vote at a meeting of the stockholders shall be at the close
of business on the day on which notice of the meeting is given or the day thirty
(30) days before the meeting, whichever is closer to the date of the meeting,
and (b) the record date for the determination of stockholders entitled to
receive payment of a dividend or an allotment of any rights shall be at the
close of business on the day on which the resolution of the Board declaring the
dividend or allotment of rights is adopted, provided that the payment or
allotment date shall not be more than sixty (60) days after the date of the
adoption of the resolution.

     Section 7.08.  REGISTERED STOCKHOLDERS. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of a share or shares to receive dividends and to vote as such owner. The
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it has express or other notice thereof, except as otherwise provided by the laws
of Massachusetts.



     Section 7.09.  STOCK LEDGER. The Corporation shall maintain in its
principal office for the transaction of business an original or duplicate stock
ledger containing the names and addresses of all stockholders and the number of
shares of each class held by each stockholder. The stock ledger may be in
written form or any other form capable of being converted into written form
within a reasonable time for visual inspection.

     Section 7.10.  CLOSE CORPORATION. There shall not be more than thirty
shareholders. The Corporation shall make no offering of any of its stock of any
class which would constitute a public offering within the meaning of the United
States Securities Act of 1933, as amended.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

     Section 8.01.  DIVIDENDS. Dividends upon the stock of the Corporation may
be declared by the Board of Directors, at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of law and of the Certificate of
Incorporation.

     Section 8.02.  INDEMNIFICATION. The Corporation shall, to the extent
legally permissible, indemnify each of its Directors, officers, employees and
agents of the Corporation against all liabilities, including expenses, imposed
upon or reasonably incurred by him in connection with any action, suit or other
proceeding in which he may be involved or with which he may be threatened by
reason of his acts or omissions as such Director, officer, employee, or agent,
unless in such action, suit or other proceeding he shall be finally adjudged not
to have acted in good faith in the reasonable belief that his action was in the
best interests of the Corporation; PROVIDED, HOWEVER, that such indemnification
shall not cover liabilities or expenses in connection with any matter which
shall be disposed of through a compromise payment by such Director, officer,
employee or agent, pursuant to the consent decree or otherwise, unless such
compromise shall first be approved as in the best interests of the Corporation
(a) by a vote of Directors in which no interested Director participates, or (b)
by a vote or the written approval of the holders of a majority of the
outstanding stock at the time having the right to vote for Directors, not
counting as outstanding any stock owned by any interested Director, officer,
employee or agent of the Corporation and may include payment by the Corporation
of expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding; upon receipt of
an agreement by the person indemnified, to repay such payment if he shall be
finally adjudicated to be not entitled to such indemnification. As used in this
paragraph, the terms "Director," "officer," "employee" and



"agent" include their respective heirs, executors and administrators, and an
"interested" Director, officer, employee or agent is one against whom as such
the action, suit or other proceeding in question or other action or suit or
other proceeding on the the same or similar grounds is then pending or
threatened.

     Section 8.03.  ANNUAL STATEMENTS. The Board of Directors shall prepare or
cause to be prepared full and correct statements of the affairs of the
Corporation for each fiscal year, including a balance sheet and a financial
statement of operations for that fiscal year, and shall present such statements
at the next annual meeting of the stockholders held in the next fiscal year.

     Section 8.04.  CHECKS, ETC. All checks, drafts, orders for the payment of
money, notes, and other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers or other employee or
employees as may from time to time be designated by the Board of Directors.

     Section 8.05.  BONDS, DEEDS, AND CONTRACTS. In the absence of special
authorization from the Board of Directors, all bonds, deeds, mortgages, leases,
contracts, and other instruments to which the Corporation is authorized by the
Board to be a party shall be signed by the President and countersignee by the
Clerk or the Treasurer, and the officers may affix, or cause to be affixed, the
seal of the Corporation to any such instrument if required. Whenever the Board
expressly authorizes a particular officer of the Corporation to execute any
bond, deed, mortgage, lease, contract, or other instrument on behalf of the
Corporation, the officer who has been so designated may, without further
resolution, sign the name of the Corporation and affix its seal to such
instrument.

     Section 8.06.  LICENSES AND PERMITS. All applications for permits,
licenses, registrations, qualifications, and other rights directed to any
department or agency of the government of the United States or of any state,
district, or municipality thereby may be signed by the President or by such
other officers as the Board of Directors may from time to time designate.

     Section 8.07.  FISCAL YEAR. The fiscal year of the corporation shall end on
May 31st unless otherwise fixed by resolution of the Board of Directors, and may
be changed by resolution of the Board if the Board determines that a change
would be desirable.

                                   ARTICLE IX

                                   AMENDMENTS

     Section 9.01   AMENDMENTS Thes By-laws may be amended by at any meeting of
the Stockholders called for that purpose by an



affirmative vote of not less than fifty-one percent (51%) of the stock present
or represented and voting on such a matter. The call for the meeting, or the
waiver thereof, shall state the proposed alteration or amendment in general
terms. Notice and conduct of meetings shall be as otherwise provided in these
By-Laws.


     The undersigned, being the Secretary of the Corporation hereby certifies
the foregoing to be the By-Laws of that Corporation as adopted at a meeting of
the Stockholder held on November 29th, 1990.

Dated: November 29, 1990.


                                                /s/ Michel Coutu
                                                -----------------------------
                                                Michel Coutu
                                                Secretary


                                    BY-LAWS

EX-3.31

                                                                    Exhibit 3.31

                                STATE OF VERMONT

                          OFFICE OF SECRETARY OF STATE

[GRAPHIC]

I, DEBORAH L. MARKOWITZ, SECRETARY OF STATE OF THE STATE OF VERMONT, DO HEREBY
CERTIFY THAT THE ATTACHED IS A CERTIFIED COPY OF.


                             CORPORATION DDOCUMENTS

                                      FOR
                                MAXI GREEN INC.


                                                JULY 23, 2004


                                                GIVEN UNDER MY HAND AND THE SEAL
                                                OF THE STATE OF VERMONT, AT
                                                MONTPELIER, THE STATE CAPITAL


                                                /s/ Deborah L. Markowitz

                                                DEBORAH L. MARKOWITZ
[SEAL]                                          SECRETARY OF STATE



                            ARTICLES OF INCORPORATION

                                       OF

                                 MAXI GREEN INC.



                                STATE OF VERMONT

                           Secretary of State's Office

                               Filed May 21, 2003                  VERMONT
                                                              SECRETARY OF STATE
                                 /s/ [ILLEGIBLE]
                              ----------------------        2003 MAY 21 AM 8:39
                                SECRETARY OF STATE


                        Filing Fee of $75 has been paid



                           ARTICLES OF INCORPORATION

                                       OF

                                MAXI GREEN INC.

                                   ARTICLE I

                                      NAME

     The name of the corporation shall be Maxi Green Inc.

                                   ARTICLE II

                     REGISTERED OFFICE AND REGISTERED AGENT

     The initial registered office of the corporation shall be One Church
Street, City of Burlington, County of Chittenden, State of Vermont 05401, and
the initial registered agent at such address shall be Paul, Frank & Collins a
Professional Corporation.

                                   ARTICLE III

                                 OPERATING YEAR

     The fiscal year end of the corporation shall be May 31, or as fixed by the
board of directors from time to time.

                                   ARTICLE IV

                               GENERAL CORPORATION

     This corporation is a Vermont general corporation, formed pursuant to Title
11A of Vermont Statutes Annotated, which is entitled the "Vermont Business
Corporation Act."

                                        1


                                    ARTICLE V

                                AUTHORIZED SHARES

     The aggregate number of shares the corporation shall have authority to
issue is ten thousand (10,000) shares of one class of shares, no par value per
share, said class consisting of voting common shares. The sole class of shares
shall have unlimited voting rights and shall be entitled to receive the net
assets of the corporation upon dissolution.

                                   ARTICLE VI

                       SHAREHOLDER ACTION WITHOUT MEETING

     Action required or permitted to be taken by the shareholders of the
corporation at a shareholders' meeting may be taken without a meeting if the
action is taken by the holders of at least a majority of all of the shares
entitled to vote on the action, and if each shareholder is given prior notice of
the action proposed to be taken. Each action must be evidenced by one or more
written consents describing the action taken, signed by the holders of at least
a majority of the shares, and filed in the corporate minute book. Prompt notice
of any action taken by less than unanimous written consent in lieu of a meeting
shall be given to all shareholders entitled to vote on such action.

                                   ARTICLE VII

             GREATER QUORUM OR VOTING REQUIREMENTS FOR SHAREHOLDERS

     The shareholders of the corporation may adopt or amend a bylaw that fixes a
greater quorum or voting requirement for shareholders (or voting groups of
shareholders) than is required by the Vermont Business Corporation Act.

                                  ARTICLE VIII

                               DIRECTOR LIABILITY

     To the extent permitted by Section 2.02(b)(4) of the Vermont Business
Corporation Act, as the same may be supplemented and amended, no director of the
corporation shall be personally liable to the corporation or its shareholders
for money damages for any action taken, or any failure to take any action,
solely as a director, based on a failure to discharge his or her own duties in
accordance with Section 8.30 of the Vermont Business Corporation Act, as the
same may be supplemented and amended.

                                        2


                                   ARTICLE IX

                           INITIAL BOARD OF DIRECTORS

     Initially the corporation shall have two directors. The following
individuals shall serve as the corporation's initial directors:



NAME                      ADDRESS
- ----                      -------
                       
Michel Coutu              199 Grotto Avenue
                          Providence, RI 02906

Randy A, Wyrofsky         105 Weeks Hill Road
                          Coventry, RI 02816


                                    ARTICLE X

                                  INCORPORATOR

     The name and address of the sole incorporator is:



NAME                                      ADDRESS
- ----                                      -------
                                       
Christopher J. Leff, Esq.                 337 College Street, #12
                                          Burlington, VT 05401


     Executed by the undersigned incorporator as of this 16th day of May, 2003.


                                          INCORPORATOR:


                                          /s/ Christopher J. Leff
                                          -----------------------------------
                                          Christopher J. Leff, Esq

                                        3

EX-3.32

                                                                    Exhibit 3.32

                                     BYLAWS

                                       OF

                                 MAXI GREEN INC.

                               ARTICLE I. OFFICES

SECTION 1.1 BUSINESS OFFICE.

     The principal office of the corporation shall be located at any place
either within or outside the State of Vermont as designated in the corporation's
most current annual report filed with the Vermont Secretary of State. The
corporation may have such other offices, either within or without the State of
Vermont as the board of directors may designate or as the business of the
corporation may require from time to time. The corporation shall maintain at its
principal office a copy of certain records, as specified in Section 2.14 of
these bylaws.

SECTION 1.2 REGISTERED OFFICE.

     The registered office of the corporation shall be located within Vermont
and may be, but need not be, identical with the principal office (if located
within Vermont). The address of the registered office may be changed from time
to time.

                            ARTICLE II. SHAREHOLDERS

SECTION 2.1 ANNUAL SHAREHOLDER MEETING.

     The annual meeting of the shareholders shall be held on any business day,
as shall be fixed by the board of directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State of Vermont, such meeting shall be held on the next succeeding business
day.

     If the election of directors shall not be held on the day designated for
any annual meeting of the shareholders, or at any subsequent continuation after
adjournment thereof, the board of directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as is convenient.

SECTION 2.2 SPECIAL SHAREHOLDER MEETINGS.

     Special meetings of the shareholders, for any purpose or purposes described
in the meeting notice, may be called by the president, or by the board of
directors or by the secretary, and shall be called by the president or secretary
at the request of the holders of not less than one-tenth of all outstanding
votes of the corporation entitled to be cast on any issue at the meeting;

                                        1


provided that such request for a special meeting must be in writing and signed
and dated by holders of the required number of shares.

SECTION 2.3 PLACE OF SHAREHOLDER MEETING; TELECOMMUNICATIONS.

     The board of directors or the notice of meeting may designate any place,
either within or without the State of Vermont, as the place of meeting for any
annual or any special meeting of the shareholders, unless by written consents
(which may be in the form of waivers of notice or otherwise), all shareholders
entitled to vote at the meeting designate a different place, either within or
without the State of Vermont, as the place for the holding of such meeting. If
no designation is made by either the directors or unanimous action of the voting
shareholders, the place of meeting shall be the principal office of the
corporation in the State of Vermont. Rather than holding a meeting at a
designated location, any annual or special meeting of the shareholders may be
conducted by means of any telecommunications mechanism, including
video-conference telecommunication.

SECTION 2.4 NOTICE OF SHAREHOLDER MEETING.

     (a) REQUIRED NOTICE. Written notice stating the date, time and place of any
annual or special shareholder meeting shall be delivered not less than 10 nor
more than 60 days before the date of the meeting, either personally or by mail,
by or at the direction of the president, the board of directors, or other
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting and to any other shareholder entitled by the Vermont Business
Corporation Act or the articles of incorporation to receive notice of the
meeting. Notice shall be deemed to be effective at the earliest of: (1) when
deposited in the United States mail, correctly addressed to the shareholder at
his or her address as shown on the corporation's then current record of
shareholders, with first class postage thereon prepaid; (2) on the date shown on
the return receipt if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee; (3) when
received; or (4) five days after deposit in the United States mail, if mailed
postpaid and correctly addressed to an address other than that shown in the
corporation's then current record of shareholders.

     (b) ADJOURNED MEETING. If any shareholder meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
and place if the new date, time, and place are announced at the meeting before
adjournment. However, if a new record date for the adjourned meeting is, or must
be fixed (see Section 2.5), then notice must be given pursuant to the
requirements of paragraph (a) of this Section 2.4 to those persons who are
shareholders as of the new record date

     (c)  WAIVER OF NOTICE. The shareholder may waive notice of the meeting (or
any notice required by the Vermont Business Corporation Act, articles of
incorporation, or bylaws) by a writing signed by the shareholder entitled to the
notice, which is delivered to the corporation (either before or after the date
and time stated in the notice) for inclusion in the minutes or filing with the
corporate records.

                                        2


          A shareholder's attendance at a meeting:

          (1)  waives objection to lack of notice or defective notice of the
               meeting, unless the shareholder at the beginning of the meeting
               objects to holding the meeting or transacting business at the
               meeting; and
          (2)  waives objection to consideration of a particular matter at the
               meeting that is not within the purpose or purposes described in
               the meeting notice, unless the shareholder makes timely objection
               to considering the matter when it is presented, or when the
               shareholder thereafter becomes aware that the matter has been
               presented.

     (d)  CONTENTS OF NOTICE. The notice of each special shareholder meeting
shall include a description of the purpose or purposes for which the meeting is
called. Except as provided in this Section 2.4(d), or as provided in the
corporation's articles, or otherwise in the Vermont Business Corporation Act,
the notice of an annual shareholder meeting need not include a description of
the purpose or purposes for which the meeting is called.

          If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the articles of incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property other than in the usual and
regular course of business; (4) the dissolution of the corporation; or (5) the
removal of a director, the notice must so state and be accompanied by a copy or
summary, as the case may be, of the: (1) articles of amendment; (2) plan of
merger or share exchange; or (3) transaction for disposition of all the
corporation's property. If the proposed corporate action creates dissenters'
rights, the notice must state that shareholders are or may be entitled to assert
dissenters' rights, and must be accompanied by a copy of Chapter 13 of the
Vermont Business Corporation Act. If the corporation issues, or authorizes the
issuance of shares for promissory notes, the corporation shall report in writing
to all the shareholders the number of shares authorized or issued, and the
consideration received with or before the notice of the next shareholder
meeting. Likewise, if the corporation indemnifies or advances expenses to a
director, such action shall be reported to all the shareholders with or before
notice of the next shareholder meeting.

SECTION 2.5 FIXING OF RECORD DATE.

     For the purpose of determining shareholders of any voting group entitled to
notice of or to vote at any meeting of shareholders, or shareholders entitled to
receive payment of any distribution or dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may fix in advance a date as the record date. Such record date shall
not be less than 10 nor more than 70 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no record date is so fixed by the board for the determination of shareholders
entitled to notice of, or to vote at a meeting of shareholders, or shareholders
entitled to receive a share dividend or distribution, the record date for
determination of such shareholders shall be at the close of business on:

                                        3


     (a)  With respect to an annual shareholder meeting or any special
          shareholder meeting called by the board or any person specifically
          authorized by the board or these bylaws to call such a meeting, the
          day before the first notice is delivered to shareholders;
     (b)  With respect to a special shareholder meeting demanded by the
          shareholders, the date the first shareholder signs the demand;
     (c)  With respect to the payment of a share dividend, the date the board
          authorizes the share dividend;
     (d)  With respect to actions taken in writing without a meeting (pursuant
          to Section 2.12), the date the first shareholder signs a consent; and
     (e)  With respect to a distribution to shareholders, (other than one
          involving a repurchase or reacquisition of shares), the date the board
          authorizes the distribution.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the board of directors fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.

SECTION 2.6 SHAREHOLDER LIST.

     The officer or agent having charge of the stock transfer books for shares
of the corporation shall make a complete record of the shareholders entitled to
vote at each meeting of shareholders thereof, arranged in alphabetical order,
with the address of and the number of shares held by each. The list must be
arranged by voting group (if such exists) and within each voting group by class
or series of shares. The shareholder list must be available for inspection by
any shareholder, beginning two business days after notice of the meeting is
given for which the list was prepared and continuing through the meeting. The
list shall be available at the corporation's principal office or at a place
identified in the meeting notice in the city where the meeting is to be held. A
shareholder, his or her agent, or attorney is entitled on written demand to
inspect and, subject to the requirements of Section 2.14, to copy the list
during regular business hours and at his or her expense, during the period it is
available for inspection. The corporation shall maintain the shareholder list in
written form or in another form capable of conversion into written form within a
reasonable time.

SECTION 2.7 SHAREHOLDER QUORUM AND VOTING REQUIREMENTS.

     If the articles of incorporation or the Vermont Business Corporation Act
provides for voting by a single voting group on a matter, action on that matter
is taken when voted upon by that voting group.

     Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation, a bylaw adopted pursuant to
Section 2.8, or the Vermont Business Corporation Act provides otherwise, a
majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter.

                                        4


     If the articles of incorporation or the Vermont Business Corporation Act
provides for voting by two or more voting groups on a matter, action on that
matter is taken only when voted upon by each of those voting groups counted
separately. Action may be taken by one voting group on a matter even though no
action is taken by another voting group entitled to vote on the matter.

     Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

     If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation, a bylaw adopted pursuant to Section 2.8, or the
Vermont Business Corporation Act requires a greater number of affirmative votes.

SECTION 2.8 INCREASING QUORUM OR VOTING REQUIREMENTS.

     For purposes of this Section 2.8, a "supermajority quorum" is a requirement
that more than a majority of the votes of the voting group be present to
constitute a quorum; and a "supermajority voting requirement" is any requirement
that requires the vote of more than a majority of affirmative votes of a voting
group at a meeting.

     The shareholders, but only if specifically authorized to do so by the
articles of incorporation, may adopt, amend, or delete a bylaw which fixes a
supermajority quorum or supermajority voting requirement.

     The adoption or amendment of a bylaw that adds, changes, or deletes a
supermajority quorum or supermajority voting requirement for shareholders must
meet the same quorum requirement and be adopted by the same vote and voting
groups required to take action under the quorum and voting requirement then in
effect or proposed to be adopted, whichever is greater.

     A bylaw that fixes a supermajority quorum or supermajority voting
requirement for shareholders may not be adopted, amended, or repealed by the
board of directors.

SECTION 2.9 PROXIES.

     At all meetings of shareholders, a shareholder may vote in person, or vote
by proxy which is executed in writing by the shareholder or which is executed by
his or her duly authorized attorney-in-fact. Such proxy shall be filed with the
secretary of the corporation or other person authorized to tabulate votes before
or at the time of the meeting. No proxy shall be valid after 11 months from the
date of its execution unless otherwise provided in the proxy. Every proxy shall
be revocable at the pleasure of the shareholder executing it, except where the
proxy conspicuously states that it is irrevocable and the proxy is coupled with
an interest.

                                        5


SECTION 2.10 VOTING OF SHARES.

     Unless otherwise provided in the articles of incorporation, each
outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.

     Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation are held by the corporation, shall be voted
at any meeting or counted in determining the total number of outstanding shares
at any given time for purposes of any meeting. Provided, however, the prior
sentence shall not limit the power of the corporation to vote any shares,
including its own shares, held by it in a fiduciary capacity.

     Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.

SECTION 2.11 CORPORATION'S ACCEPTANCE OF VOTES.

     (a)  If the name signed on a vote, consent, waiver, or proxy appointment
          corresponds to the name of a shareholder, the corporation, if acting
          in good faith, is entitled to accept the vote, consent, waiver, or
          proxy appointment and give it effect as the act of the shareholder.

     (b)  If the name signed on a vote, consent, waiver, or proxy appointment
          does not correspond to the name of its shareholder, the corporation,
          if acting in good faith, is nevertheless entitled to accept the vote,
          consent, waiver, or proxy appointment and give it effect as the act of
          the shareholder if:

          (1)  the shareholder is an entity as defined in the Vermont Business
               Corporation Act and the name signed purports to be that of an
               officer or agent of the entity;
          (2)  the name signed purports to be that of an administrator,
               executor, guardian, or conservator representing the shareholder
               and, if the corporation requests, evidence of fiduciary status
               acceptable to the corporation has been presented with respect to
               the vote, consent, waiver, or proxy appointment;
          (3)  the name signed purports to be that of a receiver or trustee in
               bankruptcy of the shareholder and, if the corporation requests,
               evidence of this status acceptable to the corporation has been
               presented with respect to the vote, consent, waiver, or proxy
               appointment;

                                        6


          (4)  the name signed purports to be that of a pledgee, beneficial
               owner, or attorney-in-fact of the shareholder and, if the
               corporation requests, evidence acceptable to the corporation of
               the signatory's authority to sign for the shareholder has been
               presented with respect to the vote, consent, waiver, or proxy
               appointment; or
          (5)  two or more persons are the shareholder as co-tenants or
               fiduciaries and the name signed purports to be the name of at
               least one of the co-owners and the person signing appears to be
               acting on behalf of all the co-owners.

     (c)  The corporation is entitled to reject a vote, consent, waiver, or
          proxy appointment if the secretary or other officer or agent
          authorized to tabulate votes, acting in good faith, has reasonable
          basis for doubt about the validity of the signature on it or about the
          signatory's authority to sign for the shareholder.

     (d)  The corporation and its officer or agent who accepts or rejects a
          vote, consent, waiver, or proxy appointment in good faith and in
          accordance with the standards of this section are not liable in
          damages to the shareholder for the consequences of the acceptance or
          rejection.

     (e)  Corporate action based on the acceptance or rejection of a vote,
          consent, waiver, or proxy appointment under this section is valid
          unless a court of competent jurisdiction determines otherwise.

SECTION 2.12 INFORMAL ACTION BY SHAREHOLDERS.

     Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more consents in writing,
setting forth the actions so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof and are delivered to
the corporation for inclusion in the minute book. If the act to be taken
requires that notice be given to non-voting shareholders, the corporation shall
give the non-voting shareholders written notice of the proposed action at least
10 days before the action is taken, which notice shall contain or be accompanied
by the same material that would have been required if a formal meeting had been
called to consider the action.

     Action may be taken by consent of the holders of a majority of the shares
entitled to vote thereon to the extent permitted, and in accordance with the
procedures set forth, in the articles of incorporation.

     A consent signed under this section has the effect of a meeting vote and
may be described as such in any document.

SECTION 2.13 VOTING FOR DIRECTORS.

     Unless otherwise provided in the articles of incorporation, directors are
elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present.

                                        7


SECTION 2.14 SHAREHOLDER'S RIGHTS TO INSPECT CORPORATE RECORDS.

     (a)  MINUTES AND ACCOUNTING RECORDS. The corporation shall keep as
          permanent records minutes of all meetings of its shareholders and
          board of directors, a record of all actions taken by the shareholders
          or board of directors without a meeting, and a record of all actions
          taken by a committee of the board of directors in place of the board
          of directors on behalf of the corporation. The corporation shall
          maintain appropriate accounting records.

     (b)  ABSOLUTE INSPECTION RIGHTS OF RECORDS REQUIRED AT PRINCIPAL OFFICE. If
          a shareholder gives the corporation written notice of his or her
          demand at least five business days before the date on which the
          shareholder wishes to inspect and copy, the shareholder (or his or her
          agent or attorney) has the right to inspect and copy, during regular
          business hours, any of the following records, all of which the
          corporation is required to keep at its principal office (or, if such
          office is not in Vermont, at its registered office in Vermont):

          (1)  its articles or restated articles of incorporation and all
               amendments to them currently in effect;
          (2)  its bylaws or restated bylaws and all amendments to them
               currently in effect;
          (3)  resolutions adopted by its board of directors creating one or
               more classes or series of shares, and fixing their relative
               rights, preferences, and limitations, if shares issued pursuant
               to those resolutions are outstanding;
          (4)  the minutes of all shareholders' meetings, and records of all
               action taken by shareholders without a meeting;
          (5)  all written communications to shareholders generally within the
               past three years, including the financial statements furnished
               for the past three years to the shareholders;
          (6)  a list of the names and business addresses of its current
               directors and officers; and
          (7)  its most recent annual report delivered to the Secretary of
               State.

     (c)  CONDITIONAL INSPECTION RIGHT. In addition, if a shareholder gives the
          corporation a written demand made in good faith and for a proper
          purpose at least five business days before the date on which he or she
          wishes to inspect and copy, he or she describes with reasonable
          particularity his or her purpose and the records he or she desires to
          inspect, and the records are directly connected with his or her
          purpose, a shareholder of the corporation (or his or her agent or
          attorney) is entitled to inspect and copy, during regular business
          hours at a reasonable location specified by the corporation, any of
          the following records of the corporation:

          (1)  accounting records of the corporation; and
          (2)  the record of shareholders (compiled no earlier than the date of
               the shareholder's demand)

                                        8


     (d)  COPY COSTS. The right to copy records includes, if reasonable, the
          right to receive copies made by photographic, xerographic, or other
          means. The corporation may impose a reasonable charge, covering the
          costs of labor and material, for copies of any documents provided to
          the shareholder. The charge may not exceed the estimated cost of
          production or reproduction of the records.

     (e)  SHAREHOLDER INCLUDES BENEFICIAL OWNER. For purposes of this Section
          2.14, the term "shareholder" shall include a beneficial owner whose
          shares are held in a voting trust or by a nominee on his or her
          behalf.

SECTION 2.15 FINANCIAL STATEMENTS SHALL BE FURNISHED TO THE SHAREHOLDERS.

     (a)  The corporation shall furnish its shareholders annual financial
          statements (which may be consolidated or combined statements of the
          corporation and one or more of its subsidiaries, as appropriate) that
          include a balance sheet as of the end of the fiscal year, an income
          statement for that year, and a statement of changes in shareholders'
          equity for the year unless that information appears elsewhere in the
          financial statements. If financial statements are prepared for the
          corporation on the basis of generally accepted accounting principles,
          the annual financial statements for the shareholders also must be
          prepared on that basis.

     (b)  If the annual financial statements are reported upon by a public
          accountant, his or her report must accompany them. If not reported
          upon by a public accountant, the statements must be accompanied by a
          statement of the president or the person responsible for the
          corporation's accounting records:

          (1)  stating his or her reasonable belief whether the statements were
               prepared on the basis of generally accepted accounting principles
               and, if not, describing the basis of preparation; and
          (2)  describing any respect in which the statements were not prepared
               on a basis of accounting consistent with the statements prepared
               for the preceding year.

     (c)  The corporation shall mail the annual financial statements to each
          shareholder within 120 days after the close of each fiscal year.
          Thereafter, on written request from a shareholder who was not mailed
          the statements, the corporation shall mail to the shareholder the
          latest financial statements.

SECTION 2.16 DISSENTERS' RIGHTS.

     Shareholders shall have the right to dissent from and obtain payment of the
fair value of their shares when so authorized by the Vermont Business
Corporation Act, the articles of incorporation, these bylaws, or in a resolution
of the board of directors.

                                        9


                         ARTICLE III. BOARD OF DIRECTORS

SECTION 3.1 GENERAL POWERS.

     Unless the articles of incorporation have dispensed with or limited the
authority of the board of directors by describing who will perform some or all
of the duties of a board of directors, all corporate powers shall be exercised
by or under the authority of, and the business and affairs of the corporation
shall be managed under the direction of, the board of directors.

SECTION 3.2 NUMBER, TENURE, AND QUALIFICATIONS OF DIRECTORS.

     Unless otherwise provided in the articles of incorporation, the number of
directors of the corporation shall be at least one (1) person, the exact number
to be determined by the shareholders at any meeting; provided that, if the
number of shareholders is less than three (3), the number of directors may be a
minimum number equal to the number of shareholders. If the articles of
incorporation do not name the initial directors, the incorporators shall
determine the number of directors on the initial board. Each director shall hold
office until the next annual meeting of shareholders or until removed. However,
if his or her term expires, the director shall continue to serve until his or
her successor shall have been elected and qualified or until there is a decrease
in the number of directors. Directors need not be residents of the State of
Vermont or shareholders of the corporation unless so required by the articles of
incorporation.

SECTION 3.3 REGULAR MEETINGS OF THE BOARD OF DIRECTORS.

     A regular meeting of the board of directors shall be held without other
notice than this bylaw immediately after, and at the same place as, the annual
meeting of shareholders. The board of directors may provide, by resolution, the
time and place (which may be within or without the State of Vermont) for the
holding of additional regular meetings without other notice than such
resolution. As is provided by Section 3.7 of these bylaws, any such regular
meeting may be held by telephone.

SECTION 3.4 SPECIAL MEETINGS OF THE BOARD OF DIRECTORS.

     Special meetings of the board of directors may be called by or at the
request of the president or any one director. The person authorized to call
special meetings of the board of directors may fix any place either within or
without the State of Vermont as the place for holding any special meeting of the
board of directors. As is provided by Section 3.7 of these bylaws, such meeting
may be held by telephone.

SECTION 3.5 NOTICE OF, AND WAIVER OF NOTICE FOR, SPECIAL DIRECTOR MEETINGS.

     Unless the articles of incorporation provide for a longer or shorter
period, notice of any special director meeting shall be given at least two
business days prior thereto either orally or in writing. If mailed, notice of
any director meeting shall be deemed to be effective at the earliest of: (1)
when received; (2) five days after deposited in the United States mail,
addressed to the director's business office, with postage thereon prepaid; or
(3) the date shown on the return

                                       10


receipt if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the director. Any director may waive
notice of any meeting. Except as provided in the next sentence, the waiver must
be in writing, signed by the director entitled to the notice, and filed with the
minutes or corporate records. The attendance (including participation by
telephone) of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business and at the beginning of the
meeting (or promptly upon his or her arrival) objects to holding the meeting or
transacting business at the meeting, and does not thereafter vote for or assent
to action taken at the meeting. Unless required by the articles of
incorporation, neither the business to be transacted at, nor the purpose of, any
special meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.

SECTION 3.6 DIRECTOR QUORUM.

     A majority of the number of directors shall constitute a quorum for the
transaction of business at any meeting of the board of directors, unless the
articles of incorporation require a greater number. Any amendment to this quorum
requirement is subject to the provisions of Section 3.8 of these bylaws.

SECTION 3.7 DIRECTORS, MANNER OF ACTING.

     The act of a majority of the directors present at a meeting at which a
quorum is present when the vote is taken shall be the act of the board of
directors unless the articles of incorporation require a greater percentage. Any
amendment which changes the number of directors needed to take action is subject
to the provisions of Section 3.8 of these bylaws.

     Unless the articles of incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.

     A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed to
have assented to the action taken unless: (1) the director objects at the
beginning of the meeting (or promptly upon his or her arrival) to holding it or
transacting business at the meeting; or (2) his or her dissent or abstention
from the action taken is entered in the minutes of the meeting; or (3) the
director delivers written notice of his or her dissent or abstention to the
presiding officer of the meeting before its adjournment. The right of dissent or
abstention is not available to a director who votes in favor of the action
taken.

SECTION 3.8 ESTABLISHING A SUPERMAJORITY QUORUM OR VOTING REQUIREMENT FOR THE
               BOARD OF DIRECTORS.

     For the purposes of this Section 3.8, a "supermajority quorum" is a
requirement that more than a majority of the directors in office must be present
to constitute a quorum, and a "supermajority

                                       11


voting requirement" is any requirement that requires the vote of more than a
majority of those directors present at a meeting at which a quorum is present in
order to be the act of the directors.

     A bylaw that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:

          (1)  if originally adopted by the shareholders, only by the
               shareholders (unless otherwise provided by the shareholders); or
          (2)  if originally adopted by the board of directors, either by the
               shareholders or by the board of directors.

     A bylaw adopted or amended by the shareholders that fixes a supermajority
quorum or supermajority voting requirement for the board of directors may
provide that it may be amended or repealed only by a specified vote of either
the shareholders or the board of directors.

     Subject to the provisions of the preceding paragraph, action by the board
of directors to adopt, amend, or repeal a bylaw that changes the quorum or
voting requirement for the board of directors must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.

SECTION 3.9 DIRECTOR ACTION WITHOUT A MEETING.

     Unless the articles of incorporation provide otherwise, any action required
or permitted to be taken by the board of directors at a meeting may be taken
without a meeting if all the directors take the action, each one signs a written
consent describing the action taken, and the consents are filed with the records
of the corporation. Action taken by consent is effective when the last director
signs the consent, unless the consent specifies a different effective date. A
signed consent has the effect of a meeting vote and may be described as such in
any document.

SECTION 3.10 REMOVAL OF DIRECTORS.

     The shareholders may remove one or more directors at a meeting called for
that purpose if notice has been given that a purpose of the meeting is such
removal. The removal may be with or without cause unless the articles of
incorporation provide that directors may be removed only for cause. If a
director is elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove him or her. If
cumulative voting is authorized, a director may not be removed if the number of
votes sufficient to elect him or her under cumulative voting is voted against
his or her removal. If cumulative voting is not authorized, a director may be
removed only if the number of votes cast to remove him or her exceeds the number
of votes cast not to remove him or her.

SECTION 3.11 BOARD OF DIRECTOR VACANCIES.

     Unless the articles of incorporation provide otherwise, if a vacancy occurs
on the board of directors, including a vacancy resulting from an increase in the
number of directors, the

                                       12


shareholders may fill the vacancy. During such time that the shareholders fail
or are unable to fill such vacancies, then and until the shareholders act:

          (1)  the board of directors may fill the vacancy; or
          (2)  if the directors remaining in office constitute fewer than a
               quorum of the board, they may fill the vacancy by the affirmative
               vote of a majority of all the directors remaining in office.

     If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders.

     A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

     The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. Despite the expiration of
his or her term, the director shall continue to serve until his or her successor
is elected and qualifies or until there is a decrease in the number of
directors.

SECTION 3.12 DIRECTOR COMPENSATION.

     Unless otherwise provided in the articles of incorporation, by resolution
of the board of directors each director may be paid his or her expenses, if any,
of attendance at each meeting of the board of directors and may be paid a stated
salary as director or a fixed sum for attendance at each meeting of the board of
directors or both. No such payment shall preclude any director from serving the
corporation in any capacity and receiving compensation therefor.

SECTION 3.13 DIRECTOR COMMITTEES.

          (a)  CREATION OF COMMITTEES. Unless the articles of incorporation
               provide otherwise, the board of directors may create one or more
               committees and appoint members of the board of directors to serve
               on them. Each committee must have two or more members, who serve
               at the pleasure of the board of directors.

          (b)  SELECTION OF MEMBERS. The creation of a committee and appointment
               of members to it must be approved by the greater of (1) a
               majority of all the directors in office when the action is taken,
               or (2) the number of directors required by the articles of
               incorporation to take such action (or, if not specified in the
               articles, the numbers required by Section 3.7 to take action).

                                       13


          (c)  REQUIRED PROCEDURES. Sections 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 of
               these bylaws, which govern meetings, action without meetings,
               notice and waiver of notice, quorum and voting requirements of
               the board of directors, apply to committees and their members.

          (d)  AUTHORITY. Unless limited by the articles of incorporation, each
               committee may exercise those aspects of the authority of the
               board of directors which the board of directors confers upon such
               committee in the resolution creating the committee; provided,
               however, a committee may not:

               (1)  authorize distributions;
               (2)  approve or propose to shareholders action that the Vermont
                    Business Corporation Act requires be approved by
                    shareholders;
               (3)  fill vacancies on the board of directors or on any of its
                    committees;
               (4)  amend the articles of incorporation pursuant to the
                    authority of directors to do so granted by the Vermont
                    Business Corporation Act;
               (5)  adopt, amend, or repeal bylaws;
               (6)  approve a plan of merger not requiring shareholder approval;
               (7)  authorize or approve reacquisition of shares, except
                    according to a formula or method prescribed by the board of
                    directors; or
               (8)  authorize or approve the issuance or sale or contract for
                    sale of shares, or determine the designation and relative
                    rights, preferences, and limitations of a class or series of
                    shares, except that the board of directors may authorize a
                    committee (or a senior executive officer of the corporation)
                    to do so within limits specifically prescribed by the board
                    of directors.

                              ARTICLE IV. OFFICERS

SECTION 4.1 NUMBER OF OFFICERS.

     The officers of the corporation shall be a president and a secretary, each
of whom shall be appointed by the board of directors. Such other officers and
assistant officers as may be deemed necessary, including a treasurer and any
vice presidents, may be appointed by the board of directors. If specifically
authorized by the board of directors, an officer may appoint one or more
officers or assistant officers. The same individual may simultaneously hold more
than one office in the corporation, except that the offices of president and
secretary may not be held by the same person.

SECTION 4.2 APPOINTMENT AND TERM OF OFFICE.

     The officers of the corporation shall be appointed by the board of
directors for a term as determined by the board of directors. (The designation
of a specified term grants to the officer no contract rights, and the board
shall have the right to remove the officer at any time prior to the

                                       14


termination of such term.) If no term is specified, they shall hold office until
they resign, die, or until they are removed in the manner provided in Section
4.3.

SECTION 4.3 REMOVAL OF OFFICERS.

     Any officer or agent may be removed by the board of directors at any time,
with or without cause. Such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Appointment of an officer or agent
shall not of itself create contract rights.

SECTION 4.4 THE PRESIDENT.

     The president shall be the principal executive officer of the corporation
and, subject to the control of the board of directors, shall in general
supervise and control all of the business and affairs of the corporation. The
president shall, when present, preside at all meetings of the shareholders and
of the board of directors. The president may sign, with the secretary or any
other proper officer of the corporation so authorized by the board of directors,
certificates for shares of the corporation and deeds, mortgages, bonds,
contracts, or other instruments which the board of directors has authorized to
be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the board of directors or by these bylaws to some other
officer or agent of the corporation, or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties incident to the
office of president and such other duties as may be prescribed by the board of
directors from time to time.

SECTION 4.5 THE VICE PRESIDENTS.

     If appointed, in the absence of the president or in the event of his or her
death, inability or refusal to act, the vice president (or in the event there be
more than one vice president, the vice presidents in the order designated at the
time of their appointment, or in the absence of any designation, then in the
order of their appointment) shall perform the duties of the president and, when
so acting, shall have all the powers of and be subject to all the restrictions
upon the president. (If there is no vice president, then the treasurer, if any,
shall perform such duties of the president.) Any vice president may sign, with
the secretary or an assistant secretary, certificates for shares of the
corporation the issuance of which have been authorized by resolution of the
board of directors; and shall perform such other duties as from time to time may
be assigned to him or her by the president or by the board of directors.

SECTION 4.6 THE SECRETARY.

     The secretary shall: (a) keep the minutes of the proceedings of the
shareholders and of the board of directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (c) be custodian of the
corporate records and of any seal of the corporation and, if there is a seal of
the corporation, see that it is affixed to all documents the execution of which
on behalf of the corporation requires its seal; (d) when requested or required,
authenticate any records of the corporation; (e) keep a register of the post
office address of each shareholder which shall be

                                       15


furnished to the secretary by such shareholder; (f) sign with the president, or
a vice-president, certificates for shares of the corporation, the issuance of
which shall have been authorized by resolution of the board of directors; (g)
have general charge of the stock transfer books of the corporation; and (h) in
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him or her by the president or by
the board of directors.

SECTION 4.7 THE TREASURER.

     If appointed, the treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation; (b) receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies, or other depositaries as shall be selected by the board
of directors; and (c) in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him or her by the president or by the board of directors. If required by the
board of directors, the treasurer shall give a bond for the faithful discharge
of his or her duties in such sum and with such surety or sureties as the board
of directors shall determine.

SECTION 4.8 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.

     The assistant secretaries, when authorized by the board of directors, may
sign with the president or a vice president certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the board of directors. The assistant treasurers shall, if required by the board
of directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer, respectively, or by
the president or the board of directors.

SECTION 4.9 SALARIES.

     The salaries of the officers shall be fixed from time to time by the board
of directors.

               ARTICLE V. INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              AGENTS, AND EMPLOYEES

SECTION 5.1 INDEMNIFICATION OF DIRECTORS.

     Unless otherwise provided in the articles of incorporation, the corporation
shall indemnify any individual made a party to a proceeding because the
individual is or was a director of the corporation, against liability incurred
in the proceeding, but only if the corporation has authorized the payment in
accordance with Section 8.55 of the Vermont Business Corporation Act and a
determination has been made in accordance with the procedures set forth in
Section 8.55 of the Vermont Business Corporation Act that the director met the
standards of conduct and other requirements set forth in paragraphs (a), (b),
and (c) below.

                                       16


          (a)  STANDARD OF CONDUCT

               The individual shall demonstrate that:

               (1)  the director conducted himself or herself in good
                    faith; and
               (2)  the director reasonably believed:

                    (i)   in the case of conduct in his or her official capacity
                          with the corporation, that his or her conduct was in
                          the corporation's best interests;
                    (ii)  in all other cases, that his or her conduct was at
                          least not opposed to the corporation's best interests;
                          and

               (3)  in the case of any proceeding brought by a governmental
                    entity, the director had no reasonable cause to believe his
                    or her conduct was unlawful, and the director is not finally
                    found to have engaged in a reckless or intentional unlawful
                    act.

          (b)  NO INDEMNIFICATION PERMITTED IN CERTAIN CIRCUMSTANCES

               The corporation shall not indemnify a director under this
               Section 5.1:

                    (i)   in connection with a proceeding by or in the right of
                          the corporation in which the director was adjudged
                          liable to the corporation; or
                    (ii)  in connection with any other proceeding charging
                          improper personal benefit to the director, whether or
                          not involving action in his or her official capacity,
                          in which the director was adjudged liable on the basis
                          that personal benefit was improperly received by him
                          or her.

          (c)  INDEMNIFICATION IN DERIVATIVE ACTIONS LIMITED

               Indemnification permitted under this Section 5.1 in connection
               with a proceeding by or in the right of the corporation is
               limited to reasonable expenses incurred in connection with the
               proceeding.

SECTION 5.2 ADVANCE EXPENSES FOR DIRECTORS.

     If a determination is made, following the procedures of Section 8.55 of the
Vermont Business Corporation Act that the director has met the following
requirements; and if an authorization of payment is made, following the
procedures and standards set forth in Section 8.55 of the Vermont Business
Corporation Act, then, unless otherwise provided in the articles of
incorporation, the corporation shall pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding, if:

                                       17


               (1)  the director furnishes the corporation a written affirmation
                    of his or her good faith belief that the director has met
                    the standard of conduct described in Section 5.1 of these
                    bylaws;

               (2)  the director furnishes the corporation a written
                    undertaking, executed personally or on his or her behalf, to
                    repay the advance if it is ultimately determined that the
                    director did not meet the standard of conduct (which
                    undertaking must be an unlimited general obligation of the
                    director but need not be secured and may be accepted without
                    reference to financial ability to make repayment); and

               (3)  a determination is made that the facts then known to those
                    making the determination would not preclude indemnification
                    under Section 5.1 of these bylaws or Chapter 8, Subchapter 5
                    of the Vermont Business Corporation Act.

SECTION 5.3 INDEMNIFICATION OF OFFICERS, AGENTS, AND EMPLOYEES WHO ARE NOT
              DIRECTORS.

     Unless otherwise provided in the articles of incorporation, the board of
directors may indemnify and advance expenses to any officer, employee, or agent
of the corporation, who is not a director of the corporation, to the same extent
as a director, as determined by the general or specific action of the board of
directors.

SECTION 5.4 MANDATORY INDEMNIFICATION.

     Unless limited by the articles of incorporation, a corporation shall
indemnify a director and an officer of the corporation in accordance with
Sections 8.52 and 8.56 of the Vermont Business Corporation Act.

SECTION 5.5 INSURANCE.

     Notwithstanding the foregoing, no individual for whom indemnification is
intended hereunder shall be indemnified for any cost or liability for which
coverage and reimbursement are provided under an insurance policy.

SECTION 5.6 NOTICE TO SHAREHOLDERS REGARDING INDEMNIFICATION.

     If the corporation indemnifies or advances expenses to a director in
connection with a proceeding by or in the right of the corporation, the
corporation shall report the indemnification or advance in writing to the
shareholders with or before the notice of the next shareholders' meeting.

                                       18


             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 6.1 CERTIFICATES FOR SHARES.

          (a)  CONTENT

               Certificates representing shares of the corporation shall, at a
               minimum, state on their face the name of the issuing corporation
               and that it is organized under the laws of Vermont; the name of
               the person to whom issued; and the number and class of shares and
               the designation of the series, if any, the certificate
               represents; and be in such form as determined by the board of
               directors. Certificates shall state conspicuously, either on
               their face or on their back, the existence of restrictions on
               transfer of shares, if any. Such certificates shall be signed
               (either manually or by facsimile) by the president or a vice
               president and by the secretary or an assistant secretary or the
               treasurer and may be sealed with a corporate seal or a facsimile
               thereof.

          (b)  LEGEND AS TO CLASS OR SERIES

               If the corporation is authorized to issue different classes of
               shares or different series within a class, the designations,
               relative rights, preferences, and limitations applicable to each
               class; and the variations in rights, preferences, and limitations
               determined for each series (and the authority of the board of
               directors to determine variations for future series); and the
               corporation's right, if any, to make distributions pursuant to
               Section 6.40(c)(2) of the Vermont Business Corporation Act which
               may impair preferential rights must be summarized on the front or
               back of each certificate. Alternatively, each certificate may
               state conspicuously on its front or back that the corporation
               will furnish the shareholder the above-listed information on
               request in writing and without charge.

          (c)  SHAREHOLDER LIST

               The name and address of the person to whom the shares represented
               thereby are issued, with the number of shares and date of issue,
               shall be entered on the stock transfer books of the corporation.

          (d)  TRANSFERRING SHARES

               All certificates surrendered to the corporation for transfer
               shall be cancelled and no new certificate shall be issued until
               the former certificate for a like number of shares shall have
               been surrendered and cancelled, except that in the case of a
               lost, destroyed, or mutilated certificate, a new one may be
               issued therefor upon such terms and indemnity to the corporation
               as the board of directors may prescribe.

                                       19


SECTION 6.2 SHARES WITHOUT CERTIFICATES.

          (a)  ISSUING SHARES WITHOUT CERTIFICATES

               Unless the articles of incorporation provide otherwise, the board
               of directors may authorize the issue of some or all of the shares
               of any or all of its classes or series without certificates. The
               authorization does not affect shares already represented by
               certificates until they are surrendered to the corporation.

          (b)  INFORMATION STATEMENT REQUIRED

               Within a reasonable time after the issue or transfer of shares
               without certificates, and at least annually thereafter, the
               corporation shall send the shareholder a written statement
               containing at a minimum:

               (1)  the name of the issuing corporation and that it is organized
                    under the laws of Vermont;
               (2)  the name of the person to whom issued;
               (3)  the number and class of shares and the designation of the
                    series, if any, of the issued shares; and
               (4)  the existence of restrictions on transfer of the issued
                    shares.

               If the corporation is authorized to issue different classes of
               shares or different series within a class, the written statement
               shall describe the designations, relative rights, preferences,
               and limitations applicable to each class; and the variations in
               rights, preferences, and limitations determined for each series
               (and the authority of the board of directors to determine
               variations for future series); and the corporation's right, if
               any, to make distributions pursuant to Section 6.40(c)(2) of the
               Vermont Business Corporation Act which may impair preferential
               rights.

SECTION 6.3 REGISTRATION OF THE TRANSFER OF SHARES.

     Registration of the transfer of shares of the corporation shall be made
only on the stock transfer books of the corporation. In order to register a
transfer, the record owner shall surrender the shares to the corporation for
cancellation, properly endorsed by the appropriate person or persons with
reasonable assurances that the endorsements are genuine and effective. Unless
the corporation has established a procedure by which a beneficial owner of
shares held by a nominee is to be recognized by the corporation as the owner,
the person in whose name shares stand on the books of the corporation shall be
deemed by the corporation to be the owner thereof for all purposes.

                                       20


SECTION 6.4 RESTRICTIONS ON TRANSFER OF SHARES PERMITTED.

     The articles of incorporation, bylaws, an agreement among shareholders, or
an agreement between shareholders and the corporation may impose restrictions on
the transfer or registration of transfer of shares (including any security
convertible into or carrying a right to subscribe for or acquire shares). A
restriction does not affect shares issued before the restriction was adopted
unless the holders of such shares agree in writing to the restriction or voted
in favor of the restriction.

     A restriction on the transfer or registration of transfer of shares may be
authorized:

               (1)  to maintain the corporation's status when it is dependent on
                    the number or identity of its shareholders;
               (2)  to preserve exemptions under federal or state securities
                    law;
               (3)  for any other reasonable purpose.

     A restriction on the transfer or registration of transfer of shares may:

               (1)  obligate the shareholder first to offer the corporation or
                    other persons (separately, consecutively, or simultaneously)
                    an opportunity to acquire the restricted shares;
               (2)  obligate the corporation or other persons (separately,
                    consecutively, or simultaneously) to acquire the restricted
                    shares;
               (3)  require the corporation, the holders of any class of its
                    shares, or another person to approve the transfer of the
                    restricted shares, if the requirement is not manifestly
                    unreasonable;
               (4)  prohibit the transfer of the restricted shares to designated
                    persons or classes of persons, if the prohibition is not
                    manifestly unreasonable.

     A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this Section 6.4 and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by Section 6.2 of these bylaws with regard to
shares issued without certificates. Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.

SECTION 6.5 ACQUISITION OF SHARES.

     The corporation may acquire its own shares and shares so acquired
constitute authorized but unissued shares.

     If the articles of incorporation prohibit the reissue of acquired shares,
the number of authorized shares is reduced by the number of shares acquired,
effective upon amendment of the articles of incorporation, which amendment shall
be adopted by the shareholders or by the board

                                       21


of directors without shareholder action. The articles of amendment must be
delivered to the Vermont Secretary of State and must set forth:

               (1)  the name of the corporation;
               (2)  the reduction in the number of authorized shares, itemized
                    by class and series; and
               (3)  the total number of authorized shares, itemized by class and
                    series, remaining after reduction of the shares.

                           ARTICLE VII. DISTRIBUTIONS

SECTION 7.1 DISTRIBUTIONS.

     The board of directors may authorize, and the corporation may make,
distributions (including dividends on its outstanding shares) in the manner and
upon the terms and conditions provided by law and in the corporation's articles
of incorporation.

                    ARTICLE VIII. CORPORATE SEAL; FISCAL YEAR

SECTION 8.1 CORPORATE SEAL.

     The board of directors may provide a corporate seal which may be circular
in form and have inscribed thereon any designation including the name of the
corporation, Vermont as the state of incorporation, and the words "Corporate
Seal."

SECTION 8.2 FISCAL YEAR.

     The fiscal year of the corporation shall end May 31 of each year, unless
otherwise fixed by the Board of Directors from time to time, subject to
applicable law.

                             ARTICLE IX. AMENDMENTS

SECTION 9.1 AMENDMENTS.

     The corporation's board of directors may amend or repeal the corporation's
bylaws unless:

               (1)  the articles of incorporation or the Vermont Business
                    Corporation Act reserve this power exclusively to the
                    shareholders in whole or part; or

                                       22


               (2)  the shareholders in adopting, amending, or repealing a
                    particular bylaw provide expressly that the board of
                    directors may not amend or repeal that bylaw; or

               (3)  the bylaw either establishes, amends, or deletes a
                    supermajority shareholder quorum or voting requirement (as
                    defined in Section 2.8 of these bylaws).

     Any amendment that changes the voting or quorum requirement for the board
must comply with Section 3.8 of these bylaws, and for the shareholders, must
comply with Section 2.8 of these bylaws.

     The corporation's shareholders may amend or repeal the corporation's bylaws
even though the bylaws may also be amended or repealed by its board of
directors.

                            ARTICLE X. MISCELLANEOUS

SECTION 10.1 REFERENCES TO VERMONT ACT

     All references in these bylaws to the Vermont Business Corporation Act and
sections thereof shall mean and include said Act and sections as they may be
amended, supplemented or replaced.

SECTION 10.2 EFFECT OF SHAREHOLDERS' AGREEMENT.

     To the extent permitted by law, in the event that these bylaws are
inconsistent with provisions of an agreement among all or some of the
shareholders and the corporation, the provisions of such agreement shall govern
to the extent of any inconsistency, and the inconsistent provisions of these
bylaws shall be deemed to be replaced thereby.

                                       23

EX-3.33

                                                                    Exhibit 3.33

Filing Fee $150.00

                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                        OFFICE OF THE SECRETARY OF STATE
                              CORPORATIONS DIVISION
                              100 NORTH MAIN STREET
                              PROVIDENCE, RI 02903

                                                   Corp. I.D.# _________________

                              BUSINESS CORPORATION

                                   ----------

                  DUPLICATE ORIGINAL ARTICLES OF INCORPORATION

                                   ----------

          The undersigned acting as incorporator(s) of a corporation under
     Chapter 7-1.1 of the General Laws, 1956, as amended, adopt(s) the
     following Articles of Incorporation for such corporation:

          FIRST.   The name of the corporation is MC WOONSOCKET, INC.
     (A close corporation pursuant to Section 7-1.1-51 of the General Laws,
     1956, as amended) (strike if inapplicable)

          SECOND.  The period of its duration is (if perpetual, so state)
     perpetual

          THIRD.   The purpose or purposes for which the corporation is
     organized are:

     Primarily, to purchase, own, and hold the stock of other corporations, and
to do every act and thing covered generally by the denomination "holding
corporation," and especially to direct the operations of other corporations
through the ownership of stock therein; to purchase, subscribe for, acquire,
own, hold, sell, exchange, assign, transfer, create security interests in,
pledge, or otherwise dispose of shares or voting trust certificates for shares
of the capital stock, or any bonds, notes, securities, or evidences of
indebtedness created by any other corporation or corporations organized under
the laws of this state or any other state or district or country, nation, or
government and also bonds or evidences of indebtedness of the United States or
of any state, district, territory, dependency or country or subdivision or
municipality thereof; to issue in exchange therefor shares of the capital stock,
bonds, notes, or other obligations of the Corporation and while the owner
thereof to exercise all the rights, powers, and privileges of ownership
including the right to vote on any shares of stock or voting trust certificates
so owned; to promote, lend money to, and guarantee the dividends, stocks, bonds,
notes, evidences of indebtedness, contracts, or other obligations of, and
otherwise aid in any manner which shall be lawful, any corporation or
association of which any bonds, stocks, voting trust certificates, or other
securities evidences of indebtedness shall be held by or for this Corporation,
or in which, or in the welfare of which, this Corporation shall have any
interest, and to do any acts and things permitted by law and designed to
protect, preserve, improve, or enhance the value of any such bonds, stocks, or
other securities or evidences of indebtedness or the property of this
Corporation, and for any other lawful purpose for which a corporation may be
formed under the Rhode Island General Laws (1956), as amended.

                                    RECEIVED
                               SECRETARY OF STATE
                                CORPORATIONS DIV.

                                APR 4 3 07 PH '96



          FOURTH. The aggregate number of shares which the corporation shall
     have authority to issue is:

          (a)  IF ONLY ONE CLASS: Total number of shares 8,000, $1.00 par value
                   (If the authorized shares are to consist of one class only,
               state the par value of such shares or a statement that all of
               such shares are to be without par value.)

                                       or

          (b)  IF MORE THAN ONE CLASS: Total number of shares ________________.
                   (State (A) the number of shares of each class thereof that
               are to have a par value and the par value of each share of each
               class, and/or (B) the number of such shares that are to be
               without par value, and (C) a statement of all or any of the
               designations and the powers, preferences and rights, including
               voting rights, and the qualifications, limitations or
               restrictions thereof, which are permitted by the provisions of
               title 7 of the General Laws in respect of any class or classes of
               stock of the corporation and the fixing of which by the articles
               of association is desired, and an express grant of such authority
               as it may then be desired to grant to the board of directors to
               fix by vote or votes any thereof that may be desired but which
               shall not be fixed by the articles.)

          FIFTH.   Provisions (if any) dealing with the preemptive right of
     shareholders pursuant to Section 7-1.1-24 of the General Laws, 1956, as
     amended:

     None

        [ILLEGIBLE]                                       [ILLEGIBLE]



          SIXTH.   Provisions (if any) for the regulation of the internal
     affairs of the corporation:

     None

          SEVENTH. The address of the initial registered office of the
     corporation is 50 Service Avenue, Warwick, RI 02886 (add Zip Code) and the
     name of its initial registered agent at such address is: Parasearch, Inc.

     ------------------------------------
         SIGNATURE OF REGISTERED AGENT

          EIGHTH.   The number of directors constituting the initial board of
     directors of the corporation is one and the names and addresses of the
     persons who are to serve as directors until the first annual meeting of
     shareholders or until their successors are elected and shall qualify are:
          (If this is a close corporation pursuant to Section 7-1.1-51 of the
     General Laws, 1956, as amended, state the name(s) and address(es) of the
     officers of the corporation.)

               NAME                                       ADDRESS
          Michel Coutu                           8 Tamarack Drive
                                                 East Greenwich, RI 02818

          NINTH.   The name and address of each incorporator is:

               NAME                                       ADDRESS
          Amedeo C. Merolla                      123 Dyer Street
                                                 Providence, RI 02903


          TENTH.   Date when corporate existence to begin (not more than 30
     days after filing of these articles of incorporation):

      As of filing.

     Dated      April 4, 1996

                                                 /s/ [ILLEGIBLE]
                                       --------------------------------------
                                           SIGNATURE OF EACH INCORPORATOR

                                       --------------------------------------

                                       --------------------------------------



STATE OF RHODE ISLAND             City
                        In the             of Providence
COUNTY OF Providence
in said County this 4th day of April, A.D. 1996 then personally appeared before
me Amedeo C. Merolla each and all known to me and known by me to be the parties
executing the foregoing instrument, and they severally acknowledged said
instrument by them subscribed to be their free act and deed.

                                                   /s/ [ILLEGIBLE]
                                       --------------------------------------
                                                     NOTARY PUBLIC

                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                        OFFICE OF THE SECRETARY OF STATE
                          CERTIFICATE OF INCORPORATION
                                       OF

                               MC WOONSOCKET, INC.

          I, Jane Berthiaume, Acting Deputy Secretary of State, hereby certify
that duplicate originals of Articles of Incorporation for the incorporation of
MC WOONSOCKET, INC. duly signed and verified pursuant to the provisions of
Chapter 7-1.1 of the General Laws, 1956, as amended, have been received in this
office and are found to conform to law, and that the foregoing is a duplicate
original of the Articles of Incorporation.

                                       WITNESS my hand and the seal of the State
                                       of Rhode Island this fourth
                                       day of April, 1996
                                                   /s/ [ILLEGIBLE]
                                       --------------------------------------
                                            ACTING DEPUTY SECRETARY OF STATE

[SEAL]

                                                          FILED
                                                       APR 4 1996
                                                   By /s/ [ILLEGIBLE]
                                                      ---------------
                                                         [ILLEGIBLE]

EX-3.34

                                                                    Exhibit 3.34

                                     BY-LAWS

                                       OF

                               MC WOONSOCKET, INC.

                           ARTICLE I.: IDENTIFICATION

          SECTION 1.   NAME. The name of the Corporation is MC Woonsocket, Inc.
(the "Corporation").

          Section 2.   SEAL. Upon the seal of the Corporation shall appear the
name of the Corporation and the state and year of incorporation, and the words
"Corporate Seal, Rhode Island." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

          SECTION 3.   OFFICES. The registered office of the Corporation shall
be located in the City of Warwick, Rhode Island The Corporation may also have
other offices at such other places, either within or without the State of Rhode
Island, as the Board may determine or as the activities of the Corporation may
require.

                      ARTICLE II.: MEETINGS OF SHAREHOLDERS

          SECTION 1.   PLACE OF MEETINGS. Meetings of the shareholders of the
Corporation shall be held at the principal office of the Corporation at 50
Service Road, Warwick, Rhode Island, or at such other place, either within or
without the State of Rhode Island, as may be fixed by the Board of Directors and
stated in the notice of meeting or in a duly executed waiver of notice thereof.

          SECTION 2.   ANNUAL MEETING. An annual meeting of the shareholders for
the election of directors and the transaction of such other business as may
properly come before the meeting, shall be held each year on such date in the
first six months of the Corporation's fiscal year as shall be designated by the
president, or in the absence of such designation, on the first Tuesday of the
seventh month of the fiscal year, if not a legal holiday, and if a legal
holiday, then on the next succeeding business day, or on such other date as
shall be fixed by the Board of Directors.

          SECTION 3.   SPECIAL MEETINGS. Special meetings of the shareholders,
for any purpose or purposes, other than those regulated by statute or by the
articles of incorporation, may be called by the president, the Board of
Directors, or the holders of not less than one-tenth of all the shares entitled
to vote at the meeting. Business transacted at all special meetings shall be
limited to the purpose stated in the notice.

          SECTION 4.   NOTICE. Written notice of each meeting of shareholders,
stating the place, day and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
not less



                                                                               2

than ten days nor more than sixty days prior to each meeting, by leaving such
notice with him personally or by transmitting such notice with confirmed
delivery (including, by telex, cable or other form of recorded communication,
provided that delivery of such notice in written form is confirmed in a writing)
to his residence or usual place of business, or by depositing such notice in the
mails in a postage prepaid envelope addressed to him at his post office address
as it appears on the corporate records of the Corporation, by or at the
direction of the president, the secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting

          SECTION 5.   WAIVER OF NOTICE. Notice of any shareholders meeting may
be waived, in writing, by any shareholder, either before or after the time
stated therein and, if any shareholder entitled to vote is present at a
shareholders meeting and does not protest, prior to or at the commencement of
the meeting, the lack of receipt of proper notice, such shareholder shall be
deemed to have waived notice of such meeting.

          SECTION 6.   VOTING LIST. For the purpose of determining shareholders
entitled to notice of, or to vote at, any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment of dividends,
or for any other proper purpose, the Board of Directors may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the board of Directors may fix in advance a date as the record date for any such
determination of shareholders, which shall not be a date earlier than the date
on which such action is taken by the Board of Directors, nor more than sixty,
nor less than ten days before the particular event requiring such determination
of shareholders. If the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination.

          The corporate officer responsible for the share transfer books shall
make, or cause to be made, at least ten days before each meeting of
shareholders, a list or other record of the shareholders entitled to vote at
such meeting, with the address of, and the number and class of shares held by
each, which list for a period of ten days prior to such meeting, shall be kept
on file at the principal office of the Corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a duplicate thereof,
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any meeting of the
shareholders.



                                                                               3

          SECTION 7.   QUORUM AND REQUIRED VOTE. The holders of a majority of
the stock entitled to vote, represented in person or by proxy, shall constitute
a quorum at a meeting of shareholders except as otherwise specially provided by
the By-Laws, by the Articles of Incorporation or by statute. If, however, such
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders entitled to vote thereat, present in person or by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.

          The affirmative vote, at a meeting of shareholders duly held and at
which a quorum is present, of a majority of the voting power of the shares
represented at such meeting which are entitled to vote on the subject matter
shall be the act of the shareholders, except as is otherwise specially provided
by a By-Law, by the Articles of Incorporation or law. The holders of a majority
of the voting power of the shares entitled to vote represented at a meeting may
adjourn such meeting from time to time.

          SECTION 8.   VOTING. Each holder of voting stock shall be entitled to
vote in person or by proxy at each meeting, and he shall have one vote for each
share of voting stock registered in his name. However, a proxy shall not be
valid after eleven months from its date of execution, unless it specifies the
length of time for which it shall continue in force or limits its use to a
particular meeting not yet held.

          SECTION 9.   ACTION WITHOUT A MEETING. Any action which may be taken
at a meeting of shareholders may be taken without a meeting, if consent in
writing, selling forth such action, is signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.

                        ARTICLE III.: BOARD OF DIRECTORS

          The business affairs of the Corporation shall be managed by its Board
of Directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised or done
by the shareholders.

          SECTION 1.   NUMBER. The number of directors who will constitute the
entire Board of Directors shall be not less than one (1) nor more than three
(3). Directors need not be residents of the State of Rhode Island nor
shareholders of the Corporation.

          SECTION 2.   ELECTION. Members of the initial Board of Directors as
elected at the organization meeting shall hold office until the first annual
meeting of shareholders and until their respective successors shall have been
duly elected and qualified. At each annual meeting of shareholders, directors
shall be elected to hold office



                                                                               4

until the next succeeding annual meeting and until their respective successors
have been duly elected and qualified.

          SECTION 3.   REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held with or without notice at such time and place as the Board
may from time to time determine, except that the first meeting of each newly
elected Board of Directors shall be held at such time and place as shall be
fixed by the vote of the shareholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present, or it may convene
at such place and time as shall be fixed by the consent in writing of all of the
directors.

          SECTION 4.   SPECIAL MEETINGS. Special meetings of the Board may be
called by the president on at least two days' notice to each director, given
either by mail, by telex, telegraph, cable or other form of recorded
communication or orally, in person or by telephone. Special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of two directors. Said notice may be waived by a written waiver
signed by all of the directors who receive no such notice of meeting. Attendance
by a director at a meeting, without protesting, prior to or at the commencement
of the meeting, the lack of proper notice, shall be deemed to be a waiver by
such director of notice of such meeting.

          SECTION 5.   WAIVER OF NOTICE. Attendance of a director at any
meeting, regular or special, shall constitute a waiver of notice of such
meeting, except where a director attends for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

          SECTION 6.   QUORUM. At all meetings of the Board of Directors, a
majority of directors shall constitute a quorum for the transaction of business,
unless a greater number is required by law or by the Articles of Incorporation
of by theses By-Laws. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors
unless a greater number is specially required by the By-Laws, by the Articles of
Incorporation or by law. A meeting may be adjourned by less than a quorum if a
quorum is not present at the meeting. A director may participate at a meeting of
the Board of Directors by means of a conference telephone or similar
communications equipment, provided such equipment enables all directors at a
meeting to hear one another.

          SECTION 5.   COMMITTEES OF DIRECTORS. The Board of Directors, by
resolution adopted by a majority of the entire Board, may designate two or more
directors to constitute an executive committee or other committee and may
appoint or provide for the appointment of one or more directors as alternate
members of any such committee, who may replace any absent or disqualified member
at any meeting of the



                                                                               5

committee. Any such committee shall have and may exercise the powers of the
Board of Directors in the management of the business, property and affairs of
the Corporation, as shall be provided in these By-Laws or in the resolution of
the Board constituting the committee. All committees shall keep records of their
acts and proceedings and report the same to the Board of Directors as and when
required. Any director may be removed from a committee with or without cause by
the affirmative vote of a majority of the entire Board of Directors.

          SECTION 6.   ACTION WITHOUT A MEETING. If all of the directors or all
members of a committee of the Board of Directors, as the case may be, severally
or collectively, consent in writing to any action taken or to be taken by the
Corporation, and the number of such directors or members constitutes a quorum
for such action, such action shall be as valid corporate action as though it had
been authorized at a meeting of the Board of Directors or committee, as the case
may be.

          SECTION 7.   RESIGNATION AND REMOVAL. Unless otherwise provided in any
contract with the Corporation, any director may resign or be removed at any
time. A director who intends to resign shall give written notice to the
president or to the secretary. Removal of a director, with or without cause, may
be effected by the affirmative vote of the holders of a majority of the stock
entitled to vote.

          SECTION 8.   VACANCIES. Any vacancy occurring on the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board. A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor and until his
successor is duly chosen.

          Any directorship to be filled by reason of an increase in the number
of directors may be filled by the affirmative vote of a majority of the
directors present at a meeting at which a quorum is present. A director elected
to fill a newly created directorship shall serve until the next succeeding
annual meeting of shareholders and until his successor is duly chosen.

          SECTION 9.   COMPENSATION OF DIRECTORS. The Board of Directors, by the
affirmative vote of a majority of the directors then in office, and irrespective
of any personal interest of any of its members, shall have authority to
establish reasonable compensation of all directors for services to the
Corporation as directors, officers or otherwise.

          SECTION 10.  RECORDS. The directors may keep the books of the
Corporation, except such as are required by law to be kept within the State,
outside of the State of Rhode Island, at such place or places as they may from
time to time determine.

                              ARTICLE IV.: OFFICERS



                                                                               6

          SECTION 1.   ELECTION. A president, a secretary, a treasurer and, when
deemed necessary by the Board of Directors, a Chairman of the Board, one or more
vice presidents and such other officers and assistant officers, none of whom
need to be a member of the Board, shall be elected by the Board of Directors to
hold office until their respective successors are duly elected and qualified.
Any two or more offices may be held by the same person.

          SECTION 2.   CHAIRMAN OF THE BOARD. The chairman of the Board of
Directors, if one shall be elected, shall preside at all meetings of the Board
and shall have and perform such other duties as from time to time may be
assigned to him by the Board of Directors.

          SECTION 3.   PRESIDENT. The president shall have the general powers
and duties of supervision and management usually vested in the office of
president of a corporation. In the absence or nonelection of a chairman, the
president shall preside at all meetings of the Board of Directors and
shareholders, discharging the duties incumbent upon a presiding officer. In
addition, the president shall have the direction of all other officers, agents
and employees of the Corporation and shall see that all orders and resolutions
of the Board are carried into effect. The president shall also perform such
other duties and exercise such other powers as the By-Laws may provide or the
Board of Directors may assign.

          SECTION 4.   VICE PRESIDENT. Vice presidents, when elected, shall have
such powers and perform such duties as the president or the Board may from time
to time assign and shall perform such other duties as may be prescribed by these
By-Laws. At the request of the president, or in case of his absence or inability
to act, the vice president, so appointed, shall perform the duties of the
president and, when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the president.

          SECTION 5.   SECRETARY. The secretary shall keep true and complete
records of the proceedings of the meetings of the shareholders, the Board of
Directors and any committees of directors and shall file any written consents of
the shareholders, the Board of Directors and any committees of directors with
these records. It shall be the duty of the secretary to be custodian of the
records and of the seal of the Corporation and he, or an assistant secretary,
shall have authority to affix the seal to any instrument requiring it and when
so affixed it may be attested by his signature or by the signature of such
assistant secretary. The Board may give general authority to any other officer
to affix the seal of the Corporation and to attest the affixing by his
signature. The secretary shall also attend to the giving of all notices and
shall perform such other duties as the By-Laws may provide or the Board of
Directors may assign.

          SECTION 6.   ASSISTANT SECRETARY. If one shall be elected, the
assistant secretary shall have such powers and perform such duties as the
president, secretary or the Board may from time to time assign and shall perform
such other duties as may be prescribed by these By-Laws. At the request of the
secretary, or in case of his



                                                                               7

absence or inability to act, the assistant secretary shall perform the duties of
the secretary and, when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the secretary.

          SECTION 7.   TREASURER. The treasurer shall keep correct and complete
records of account showing accurately at all times the financial condition of
the Corporation. The treasurer shall also act as legal custodian of all moneys,
notes, securities, and other valuables that may from time to time come into the
possession of the Corporation, and shall promptly deposit all funds of the
Corporation coming into his hands in the bank or other depository designated by
the Board of Directors and shall keep this bank account in the name of the
Corporation. Whenever requested by the Board of Directors, the treasurer shall
furnish a statement of the financial condition of the Corporation and shall
perform such other duties as the By-Laws may provide and the Board of Directors
may assign. If required by the Board of Directors, he shall give the Corporation
a bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the Corporation.

          SECTION 8.   ASSISTANT TREASURER. If one shall be elected, the
assistant treasurer shall have such powers and perform such duties as the
president, treasurer or Board may from time to time assign and shall perform
such other duties as may be prescribed by these By-Laws. At the request of the
treasurer, or in case of his absence or inability to act, the assistant
treasurer shall perform the duties of the treasurer and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
treasurer.

          SECTION 9.   OTHER OFFICERS. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

          SECTION 10.  TRANSFER OF AUTHORITY. In case of the absence of any
officer of the Corporation or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may transfer the powers or duties of
that officer to any other officer or to any director or employee of the
Corporation, provided that a majority of the entire Board of Directors approves.

          SECTION 11.  RESIGNATION AND REMOVAL. Unless otherwise provided in any
contract with the Corporation, any officer may resign or be removed at any time.
An officer who intends to resign shall give written notice to the Board of
Directors in care of the president or the secretary. Removal of an officer, with
or without cause, may be effected by the Board of Directors.



                                                                               8

          SECTION 12.  VACANCIES. A vacancy occurring in any office may be
filled for the unexpired portion of the term of office by the Board of
Directors.

          SECTION 13.  COMPENSATION OF OFFICERS. The salaries of all officers
and agents of the Corporation shall be fixed by the Board of Directors.

                            ARTICLE V.: CAPITAL STOCK

          SECTION 1.   CONSIDERATION AND PAYMENT. The capital stock may be
issued for such consideration as may be fixed from time to time by the Board of
Directors, provided, however, that the consideration may not be less than the
par value of any of such stock having a par value. Payment of such consideration
may be made, in whole or in part, in (a) cash, securities or other property of
any description, or any interest therein, (b) labor or services rendered to or
for the benefit of the Corporation, or (c) shares, securities or other
obligations of the Corporation actually surrendered, cancelled or reduced,
provided such payment is not prohibited by law, the Articles of Incorporation or
these By-Laws. No certificate shall be issued for any shares until such shares
are fully paid.

          SECTION 2.   CERTIFICATES REPRESENTING SHARES. Each holder of the
capital stock of the Corporation shall be entitled to a certificate signed by
the president or a vice president and the secretary or an assistant secretary
except that such signatures may be facsimile. Upon each such certificate shall
appear such legend or legends as may be required by law or by any contract or
agreement to which the Corporation is a party. No certificate shall be valid
without such signatures and legends as are required hereby.

          When the Corporation is authorized to issue shares of more than one
class there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the Corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations and relative rights of the shares of each
class authorized to be issued and, if the Corporation is authorized to issue any
preferred or special class in series, the variations in the relative rights and
preferences between the shares of each such series so far as the same have been
fixed and determined and the authority of the Board of Directors to fix and
determine the relative rights and preferences of subsequent series.

          SECTION 3.   LOST CERTIFICATES. Whenever a person shall request the
issuance of a certificate of stock to replace a certificate alleged to have been
lost by theft, destruction or otherwise, the Board of Directors shall require
that such person make an affidavit to the fact of such loss before the Board
shall authorize the requested issuance. Before issuing a new certificate, the
Board may also require a bond of indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost.



                                                                               9

          SECTION 4.   TRANSFER OF STOCK. The Corporation or its transfer agent
shall register a transfer of a stock certificate, issue a new certificate and
cancel the old certificate upon presentation for transfer of a stock certificate
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer if there has been compliance with any applicable tax law
relating to the collection of taxes and after the Corporation or its agent has
discharged any duty to inquire into any adverse claims of which the Corporation
or agent has notice. Notwithstanding the foregoing, no such transfer shall be
effected by the Corporation or its transfer agent if such transfer is prohibited
by law, by the Articles of Incorporation or a By-Law of the Corporation or by
any contract or agreement to which the Corporation is a party.

          SECTION 5.   REGISTERED SHAREHOLDERS. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
notice thereof, except as expressly provided by the laws of Rhode Island.

                       ARTICLE VI.: DIVIDENDS AND RESERVES

          SECTION 1.   DIVIDENDS. Subject to any limitations or conditions
contained in the Articles of Incorporation, dividends may be declared by a
resolution duly adopted by the Board of Directors and may be paid in cash,
property or in shares of the capital stock of the Corporation.

          SECTION 2.   RESERVES. Before payment of any dividend or making any
distribution of profits, the Board of Directors may set aside out of any funds
available for dividends such sum or sums as the Board, in its absolute
discretion, may determine as a reserve or reserves to meet contingencies, to
equalize dividends, to repair or maintain property or to serve other purposes
conducive to the interests of the Corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.

                      ARTICLE VII.: SPECIAL CORPORATE ACTS

          SECTION 1.   All checks, drafts, notes, bonds, bills of exchange, and
orders for the payment of money of the Corporation; all deeds, mortgages and
other written contracts and agreements to which the Corporation shall be a
party; and all assignments or endorsements of stock certificates, registered
bonds or other securities owned by the Corporation shall be signed by the
president, and, if required by law, attested by the secretary or an assistant
secretary, unless otherwise directed by the Board of Directors or otherwise
required by law.



                                                                              10

                           ARTICLE VIII.: FISCAL YEAR

          SECTION 1.   The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors

                          ARTICLE IX.: INDEMNIFICATION

          SECTION 1.   The Corporation shall have the power to indemnify and
reimburse shareholders, directors, officers, employees and agents as provided
for in Section 7-1.1-4.1 of the Business Corporation Act of the State of Rhode
Island, including any amendment to or substitutions for such Section which may
be made from time to time.

                        ARTICLE X.: AMENDMENT OF BY-LAWS

          SECTION 1.   These By-Laws may be amended or repealed or new By-Laws
may be adopted by the affirmative vote of the holders of a majority of the stock
entitled to vote at any meeting of shareholders or by the affirmative vote of
directors holding a majority of the directorships at any meeting of directors
provided that notice of such amendment, repeal or adoption of new By-Laws be
included in the notice of such meeting.

EX-3.35

                                                                    Exhibit 3.35

                                                                          PAGE 1

                                    DELAWARE

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "P.J.C. DISTRIBUTION, INC. " AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE NINTH DAY OF DECEMBER, A.D. 1992,
AT 10 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE FOURTEENTH DAY OF MAY,
A.D. 1998, AT 5:30 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


                                      /s/ Harriet Smith Windsor
                                      -------------------------
                                      Harriet Smith Windsor, Secretary of State
2318301   8100H  [SEAL]               AUTHENTICATION:  3256549

040547063                                         DATE:  07-27-04



    STATE OF DLAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10.00 AM 12/09/1992
  722344086 - 2318301

                          CERTIFICATE OF INCORPORATION
                                       OF
                            P.J.C. DISTRIBUTION, INC.

1.   The name of the corporation is P.J.C. Distribution, Inc.

2.   The address of its registered office in the State of Delaware is 1209
Orange Street, Wilmington, New Castle County, Delaware. The registered agent at
such address is The Corporation Trust Company.

3.   The nature of the business or purpose to be conducted or promoted is to
operate a distribution business and in general to engage in any lawful activity
or business for which corporations may be organized under the provisions of the
General Corporation Law of Delaware.

4.   The total number of shares of stock which the corporation shall have
authority to issue is 2000 shares of no par common stock

5.   The name and mailing address of each incorporator:

                        Michel Coutu        440 George Washington Highway
                                            Smithfield, RI 02917

6.   The corporation is to have perpetual existence.

7.   In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized to make, alter or repeal the
by-laws of the corporation.

8.   Meeting of the stockholders may be held within or without the State of
Delaware, as the bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of the directors or in the by-laws of the corporation.

     I, the undersigned, being the sole incorporator for the purpose of forming
a corporation pursuant to the General Corporation Law of the State of Delaware,
do make this certificate hereby declaring and certifying that this is my free
act and deed and the information contained herein is true.

Dated: November 20, 1992.


                                             /s/ Michel Coutu
                                             ------------------------------
                                             Michel Coutu

EX-3.36

                                                                    Exhibit 3.36

                                                                       Exhibit A

                                     BY-LAWS

                                       OF

                             P.J.C DISTRIBUTION, INC.


                            ARTICLE I: IDENTIFICATION

     SECTION 1. NAME. The name of the corporation is P.J.C. Distribution, Inc.
(the "CORPORATION").

     SECTION 2. SEAL. Upon the seal of the Corporation shall appear the name of
the Corporation and the state and year of incorporation, and the words
"Corporate Seal."

     SECTION 3. OFFICES. The registered office of the Corporation shall be in
the City of Dover, County of Kent, State of Delaware. The Corporation may also
have other offices at such other places, either within or without the State of
Delaware, as the Board of Directors may determine or as the activities of the
Corporation may require.

                      ARTICLE II: MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. Meetings of the stockholders shall be held at
such place, either within or without the State of Delaware, as may be fixed from
time to time by the Board of Directors and stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETING. An annual meeting of the stockholders for the
election of directors and the transaction of such other business as may properly
come before the meeting shall be held each year on such date in the first six
months of the Corporation's fiscal year as shall be designated by the President,
or in the absence of such designation, on the first Tuesday of the seventh month
of the fiscal year, if not a legal holiday, and if a legal holiday, then on the
next succeeding business day, or on such other date and time as shall be
designated from time to time by the Board of Directors.



                                                                               2

     SECTION 3. SPECIAL MEETING. Special meetings of the stockholders may be
called by the Board of Directors or the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors. Such request shall state the purpose or purposes of the proposed
meeting.

     SECTION 4. NOTICE AND WAIVER. Written notice of each meeting of
stockholders, stating the place, day and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the meeting is called,
shall be given not less than ten nor more than 60 days prior to each meeting, to
each stockholder of record entitled to vote at such meeting by leaving such
notice with him personally or by transmitting such notice with confirmed
delivery (including by telex, cable or other form of recorded communication,
provided that delivery of such notice in written form is confirmed in a writing)
to his residence or usual place of business, or by depositing such notice in the
mails in a postage-prepaid envelope addressed to him at his post office address
as it appears on the corporate records of the Corporation. Notice of any meeting
of stockholders may be waived in writing by all stockholders entitled to vote at
such meeting. Attendance at a meeting by any stockholder shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

     SECTION 5. STOCKHOLDER LIST. The officer who has charge of the stock ledger
of the Corporation shall, at least ten days before each meeting of stockholders,
prepare a complete alphabetically addressed list of the stockholders entitled to
vote at the meeting, with the number of shares held by each. Said list shall be
open to the examination of any stockholder for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall be
available for inspection at the meeting. Upon the willful neglect or refusal of
the directors to produce



                                                                               3

such a list at any meeting for the election of directors, they shall be
ineligible for election to any office at such meeting.

     SECTION 6. QUORUM AND REQUIRED VOTE. The holders of a majority of the stock
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of stockholders except as otherwise specifically provided by these
By-Laws, by the Certificate of Incorporation or by statute. The affirmative
vote, at a meeting of stockholders duly held and at which a quorum is present,
of a majority of the voting power of the shares represented at such meeting
which are entitled to vote on the subject matter shall be the act of the
stockholders, except as is otherwise specifically provided by these By-Laws, by
the Certificate of Incorporation or by statute. If less than a majority of such
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice of
the adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the Corporation may
transact any business which might have been transacted at the original meeting.
If the adjournment is for more than 30 days, or, if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

     SECTION 7. VOTING. Unless otherwise provided in the Certificate of
Incorporation, each holder of voting stock shall be entitled to vote in person
or by proxy at each meeting and he shall have one vote for each share of voting
stock registered in his name. However, no proxy shall be voted three years after
the date thereof, unless the proxy provides for a longer period.

     SECTION 8. ACTION WITHOUT A MEETING. Any action which may be taken at a
meeting of stockholders may be taken without a meeting, if a consent or consents
in writing, setting forth such action, are signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its



                                                                               4

principal place of business, or an officer or agent of the Corporation having
custody of the Corporation's minute book. Deliveries made to the Corporation's
registered office shall be by hand or by certified mail, return receipt
requested. Such consents shall bear the date of signature of each stockholder
who signs the consent and such consents shall not be effective to take the
action referred to therein unless, within 60 days of the earliest dated consent
delivered in the manner referred to above in this Article II, Section 8, written
consents signed by a sufficient number of stockholders to take such action are
delivered in the same manner. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous consent shall be given to those
stockholders who have not so consented.

                             ARTICLE III: DIRECTORS

     SECTION 1. NUMBER. The number of directors who will constitute the
 entire Board of Directors shall not be less than one (1) nor more than eleven
 (11) and the number of directors presently authorized is one (1). The number of
 directorships at any time shall be that number most recently fixed by action of
 the Board of Directors or stockholders, or absent such action, shall be the
 number of directors elected at the preceding annual meeting of stockholders, or
 the meeting held in lieu thereof, plus the number elected since any such
 meeting to account for any increase in the size of the Board of Directors.

     SECTION 2. ELECTION. Members of the initial Board of Directors as elected
at the organization meeting shall hold office until the first annual meeting of
stockholders and until their successors shall have been elected and qualified.
At each annual meeting of stockholders, directors shall be elected to hold
office until their successors are elected and qualified or until their earlier
resignation or removal.

     SECTION 3. REGULAR MEETINGS. A regular meeting of a newly-elected Board of
Directors shall be held immediately after, and at the same place as, the annual
meeting of stockholders. Other regular meetings of the Board of Directors may be
held without notice at such time and place as the Board of Directors may from
time to time determine. A director may participate at a meeting of the Board of
Directors by means of a conference



                                                                               5

telephone or similar communications equipment provided such equipment enables
all directors at the meeting to hear one another.

     SECTION 4. OTHER MEETINGS. Other meetings of the Board of Directors may be
called by the President on two days' notice to each director, either personally
or by telephone, telex, telegram or other form of recorded communication, or by
mail. Said notice may be waived by a written waiver signed by any director who
does not receive notice of such meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.

     SECTION 5. QUORUM. At all meetings of the Board of Directors, a majority of
directors shall constitute a quorum for the transaction of business. The act of
a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless a greater number is
specifically required by the By-Laws, by the Certificate of Incorporation or by
statute.

     SECTION 6. COMMITTEES OF DIRECTORS. The Board of Directors, by resolution
adopted by a majority of the entire Board of Directors, may designate one or
more directors to constitute a committee. Such committee, to the extent provided
in the resolution of the Board of Directors, shall have and may exercise the
powers of the Board of Directors in the management of the business, property and
affairs of the Corporation, and shall keep records of its acts and proceedings
and report the same to the Board of Directors as and when required; but no such
committee shall have the power or authority to amend the Corporation's
Certificate of Incorporation or By-Laws, adopt an agreement of merger or
consolidation, recommend to the stockholders the sale, lease or exchange of all
or substantially all of the Corporation's property and assets or the dissolution
of the Corporation, or declare a dividend or authorize the issuance of stock.

     SECTION 7. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting if all members of the Board of Directors or
committee, as the case may



                                                                               6

be, consent thereto in writing, and such written consent is filed with the
minutes of proceedings of the Board of Directors or committee.

     SECTION 8. RESIGNATION AND REMOVAL. Unless otherwise provided in any
contract with the Corporation, any director may resign or be removed at any
time. A director who intends to resign shall give written notice to the chief
executive officer, the president, the secretary, or the Board of Directors of
the Corporation. Removal of a director, with or without cause, may be effected
by the affirmative vote of the holders of a majority of the stock entitled to
vote.

     SECTION 9. VACANCIES. Any vacancy occurring in the Board of Directors,
including a vacancy resulting from an increase in the number of directors, may
be filled by the affirmative vote of a majority of the remaining directors
although less than a quorum of the Board of Directors. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor and
until his successor is duly chosen.

     SECTION 10. COMPENSATION. The directors may be reimbursed for any expenses
incurred by them in attendance at any meeting of the Board of Directors or of
any of its committees. Every director may be paid a stated salary as director
and/or a fixed sum for attendance at each meeting at which he is present. No
payments or reimbursements described herein shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.

                              ARTICLE IV; OFFICERS

     SECTION 1. ELECTION. A President, a Secretary, and when deemed necessary by
the Board of Directors, a Chairman of the Board of Directors, one or more Vice
Presidents, a Treasurer and other officers and assistant officers shall be
elected by the Board of Directors to hold office until their successors are
elected and qualified or until their earlier removal or resignation. More than
two offices may be held by the same person.

     SECTION 2. PRESIDENT. The powers and duties of the President, except to the
extent delegated by the Board of Directors to the Chairman of the Board of
Directors if one shall be elected, shall include active executive management of
the operations of the



                                                                               7

Corporation, subject to the control of the Board of Directors, and
responsibility for carrying out all orders and directions of the Board of
Directors. The President shall also preside at meetings of stockholders and
directors, discharging all dudes incumbent upon a presiding officer, and shall
perform such other duties as the By-Laws provide and as the Board of Directors
may prescribe.

     SECTION 3. VICE PRESIDENT. Vice Presidents, when elected, shall have such
powers and perform such duties as the President or the Board of Directors may
from time to time assign and shall perform such other duties as may be
prescribed by these By-Laws. At the request of the President, or in case of his
absence or inability to act, the Vice President, so appointed, shall perform the
duties of the President and, when so acting, shall have all the powers of, and
be subject to all the restrictions upon, the President.

     SECTION 4. SECRETARY. The Secretary shall have the duty to keep true and
complete records of the proceedings of the meetings of the shareholders, the
Board of Directors and any committees of directors and shall file any written
consents of the shareholders, the Board of Directors and any committees of
directors with these records. It shall be the duty of the Secretary to be
custodian of the records and of the seal of the Corporation. The Secretary shall
also attend to the giving of all notices and shall perform such other duties as
the By-Laws may provide or the Board of Directors may assign.

     SECTION 5. ASSISTANT SECRETARY. If one shall be elected, the Assistant
Secretary shall have such powers and perform such duties as the President,
Secretary or the Board of Directors may from time to time assign and shall
perform such other duties as may be prescribed by these By-Laws. At the request
of the Secretary, or in case of his absence or inability to act, the Assistant
Secretary shall perform the duties of the Secretary and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
Secretary.

     SECTION 6. TREASURER. If one shall be elected, the Treasurer shall keep
correct and complete records of account showing accurately at all times the
financial condition of the Corporation. The Treasurer shall also act as legal
custodian of all moneys, notes, securities and other valuables that may from
time to time come into the possession of the



                                                                               8

Corporation, and shall promptly deposit all funds of the Corporation coming into
his hands in the bank or other depository designated by the Board of Directors
and shall keep this bank account in the name of the Corporation. Whenever
requested by the Board of Directors, the Treasurer shall furnish a statement of
the financial condition of the Corporation and shall perform such other duties
as the By-Laws may provide and the Board of Directors may assign.

     SECTION 7. ASSISTANT TREASURER. If one shall be elected, the Assistant
Treasurer shall have such powers and perform such duties as the President,
Treasurer or Board of Directors may from time to time assign and shall perform
such other duties as may be prescribed by these By-Laws. At the request of the
Treasurer, or in case of his absence or inability to act, the Assistant
Treasurer shall perform the duties of the Treasurer and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
Treasurer.

     SECTION 8. OTHER OFFICERS. Such other officers as are appointed shall
exercise such duties and have such powers as the Board of Directors may assign.

     SECTION 9. TRANSFER OF AUTHORITY. In case of the absence of any officer of
the Corporation or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may transfer the powers or duties of that
officer to any other officer or to any director or employee of the Corporation,
provided that a majority of the entire Board of Directors approves.

     SECTION 10. RESIGNATION AND REMOVAL. Unless otherwise provided in any
contract with the Corporation, any officer may resign or be removed at any time.
An officer who intends to resign shall give written notice to the President or
to the Secretary. Removal of an officer, with or without cause, may be effected
by the Board of Directors.

     SECTION 11. VACANCIES. A vacancy occurring in any office may be filled by
the Board of Directors.



                                                                               9

                            ARTICLE VI: CAPITAL STOCK

     SECTION 1. CONSIDERATION AND PAYMENT. The capital stock may be issued for
such consideration, having a value not less than the par value of any such stock
expressed in dollars, as shall be determined by the Board of Directors. Payment
of such consideration may be made, in whole or in part, in money, other tangible
or intangible property, labor or services performed. No certificate shall be
issued for any share until the share is fully paid.

     SECTION 2. STOCK CERTIFICATES. Every holder of the capital stock of the
Corporation shall be entitled to a certificate signed by, or in the name of, the
Corporation by the Chairman or Vice Chairman, if any, or the President or a Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer. Any of or all the signatures on the certificate may be a
facsimile. Upon each such certificate shall appear such legend or legends as may
be required by law or by any contract or agreement to which the Corporation is a
party. No certificate shall be valid without such signatures or legends as are
required hereby.

     SECTION 3. LOST CERTIFICATE. Whenever a person shall request the issuance
of a certificate of stock to replace a certificate alleged to have been lost by
theft, destruction or otherwise, the Board of Directors shall require that such
person make an affidavit to the fact of such loss before the Board of Directors
shall authorize the requested issuance. Before issuing a new certificate, the
Board of Directors may also require a bond sufficient to indemnify it against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost.

     SECTION 4. TRANSFER OF STOCK. The Corporation or its transfer agent shall
register a transfer of a stock certificate, issue a new certificate and cancel
the old certificate upon presentation for transfer of a stock certificate duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer if there has been compliance with any applicable tax law
relating to the collection of taxes and after the Corporation or its agent has
discharged any duty to inquire into any adverse claims of which the Corporation
or agent has notice. Notwithstanding the foregoing, no such transfer shall be
effected by the Corporation or its transfer agent if such transfer is



                                                                              10

prohibited by statute, by the Certificate of Incorporation or these By-Laws of
the Corporation or by any contract or agreement to which the Corporation is a
party.

                       ARTICLE VII: DIVIDENDS AND RESERVES

     SECTION 1. DIVIDENDS. Subject to any limitations or conditions contained in
the Certificate of Incorporation, dividends may be declared by a resolution duly
adopted on behalf of the Corporation and may be paid in cash, property or in
shares of the capital stock of the Corporation.

     SECTION 2. RESERVES. Before payment of any dividend, the Board of Directors
may set aside out of any funds available for dividends such sum or sums as the
Board of Directors, in its absolute discretion, deems proper as a reserve fund
to meet contingencies or for equalizing dividends or to repair or maintain
property or to serve such other purposes conducive to the interests of the
Corporation.

                            ARTICLE VIII: FISCAL YEAR

     SECTION 1. The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.

                           ARTICLE IX: INDEMNIFICATIQN

     SECTION 1. (a) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and,



                                                                              11

with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of NOLO
CONTENDERE or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

          (b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

          (c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Subsections (a) and (b) of this
Section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

          (d) Any indemnification under Subsections (a) and (b) of this Section
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case



                                                                              12

upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Subsections (a) and (b). Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

          (e) Expenses incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount if it
shall be ultimately determined that he is not entitled to be indemnified by the
Corporation as authorized in this Section.

          (f) The indemnification provided by this Section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          (g) The Corporation is authorized, according to the discretion of the
Board of Directors, to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation must indemnify him against such liability under the provisions of
this Section.

          (h) For purposes of this Section, references to "the Corporation"
shall include, in addition to the Corporation, any constituent corporation
(including any



                                                                              13

constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Section with respect to the resulting corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

                         ARTICLE X: AMENDMENT OF BY-LAWS

          These By-Laws may be altered, amended or repealed or new By-Laws may
be adopted by the stockholders at any annual or special meeting of stockholders
or by the Board of Directors at any meeting of the Board of Directors, provided
that notice of such amendment, repeal or adoption of new By-Laws be included in
the notice of such meeting.

EX-3.37

                                                                   Exhibit 3.37

                                    DELAWARE                             PAGE 1


                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "P.J.C, REALTY CO., INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE SIXTH DAY OF FEBRUARY, A.D. 1987,
AT 1 O'CLOCK P.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWELFTH DAY OF MAY,
A.D. 1998, AT 5 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


                                      /s/ Harriet Smith Windsor
                                      -------------------------
                                      Harriet Smith Windsor, Secretary of State
2116958   8100H  [SEAL]               AUTHENTICATION:  3256588

040547143                                       DATE:  07-27-04



                          CERTIFICATE OF INCORPORATION     FILED
                                                           FEB 6 1987
                                                           1 PM
                                       OF                  /S/ [ILLEGIBLE]
                                                           SECRETARY OF STATE
                             P.J.C. Realty Co., Inc.

     1.    The name of the corporation is
                           P.J.C. Realty Co., Inc.

     2.    The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

     3.    The nature of the business or purposes to be conducted or promoted
is:

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     4.    The total number of sharas of stock which the corporation shall have
authority to issue is Three thousand (3,000); all of such shares shall be
without par value.



Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

     9.    The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 6th day of February, 1987.


                                            /s/ K. L. Husfelt
                                            ------------------------------
                                            K. L. Husfelt


                                            /s/ J. A. Grodzicki
                                            ------------------------------
                                            J. A. Grodzicki


                                            /s/ S. J. Queppet
                                            -----------------------------
                                            S. J.  Queppet

EX-3.38

                                                                    Exhibit 3.38

                             P.J.C. Realty Co., Inc.

                                    * * * * *

                                     BY - LAWS

                                    * * * * *

                                    ARTICLE I

                                     OFFICES

        Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

        Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

        Section 1. All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
board of directors, or at such other place either within or without the State of



address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

        Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

        Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the



Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

        Section 2. Annual meetings of stockholders, commencing with the year 19
, shall be held at such date and time as shall be designated from time to time
by the board of directors and stated in the notice of the meeting, at which they
shall elect by a plurality vote a board of directors, and transact such other
business as may properly be brought before the meeting.

        Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting.

        Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the



purpose or purposes for which the meeting is called, shall be given not less
than ten nor more than sixty days before the date of the meeting, to each
stockholder entitled to vote at such meeting.

        Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

        Section 8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new



record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

        Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

        Section 10. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

        Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any



annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
wore present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

        Section 1. The number of directors which shall constitute the whole
board shall be not less than one nor more than eleven. The first board shall
consist of two directors. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the board of directors
or by the stockholders at the annual meeting. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office



until his successor is elected and qualified. Directors need not be
stockholders.

        Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.



        Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

        Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

        Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be



specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.

        Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

        Section 7. Special meetings of the board may be called by the president
at any time on or before the second day before the day of the meeting with
notice to each director, either personally or by mail or by telegram; special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of two directors unless the board consists of
only one director; in which case special meetings shall be called by the
president or secretary in like manner and on like notice on the written request
of the sole director.

        Section 8. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be



otherwise specifically provided by statute or by the certificate of
incorporation. If a quorum shall not be present at any meeting of the board of
directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

        Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.

        Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.



                            COMMITTEES OF DIRECTORS

        Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

        In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

        Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, (except
that a committee may, to the extent authorized in



the resolution or resolutions providing for the issuance of shares of stock
adopted by the board of directors as provided in Section 151(a) fix any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
corporation) adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock or to
adopt a certificate of ownership and merger. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the board of directors.



        Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

        Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

        Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.



                                   ARTICLE IV

                                     NOTICES

        Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

        Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

        Section 1. The officers of the corporation shall



be chosen by the board of directors and shall be a president, a vice-president,
a secretary and a treasurer. The board of directors may also choose additional
vice-presidents, and one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide.

        Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, one or more vice-presidents, a
secretary and a treasurer.

        Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

        Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

        Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a



majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT

        Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

        Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

        Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-



president, the vice-presidents in the order designated by the directors, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. The
vice-presidents shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

        Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring



it and when so affixed, it may be attested by his signature or by the signature
of such assistant secretary. The board of directors may give general authority
to any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

        Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

        Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.



        Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

        Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

        Section 14. The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the board of directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the treasurer or in the event of his inability or refusal to
act, perform the duties and



exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                   ARTICLE VI

                             CERTIFICATES FOR SHARES

        Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation.

        Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement
that the corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative participating,
optional or other special rights of each class of stock or



series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

        Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

        Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the



owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                                TRANSFER OF STOCK

        Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be cancelled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.



                               FIXING RECORD DATE

        Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

        Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to



vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

        Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

        Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for



equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive
to the interest of the corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.

                                ANNUAL STATEMENT

        Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS

        Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

        Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.



                                      SEAL

        Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                 INDEMNIFICATION

        Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Law of
Delaware.

                                  ARTICLE VIII

                                   AMENDMENTS

        Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the



power to adopt, amend or repeal by-laws is conferred upon the board of directors
by the certificate of incorporation it shall not divest or limit the power of
the stockholders to adopt, amend or repeal by-laws.

EX-3.39

                                                                    Exhibit 3.39

                       DATED January 15, A.D. 1934


                               Province of Ontario

                                 Letters Patent

                                  incorporating

                                   Paterson's
                                  Drug Stores,
                                     Limited


                           DEPARTMENT OF THE SECRETARY
                            AND REGISTRAR OF ONTARIO

Toronto, February 23, 1955.

I hereby certify the within to be a true and faithful copy of the record of the
Letters Patent as entered in Liber 310, as Number 1.


/s/ [ILLEGIBLE]
[ILLEGIBLE]
Deputy Provincial Secretary.


                          PROVINCIAL SECRETARY'S OFFICE
                                TORONTO, ONTARIO.



[SEAL]

                               Province of Ontario

By the Honourable

                             GEORGE HOLMES CHALLIES,

                                                  Provincial Secretary,

To all to whom these Presents shall Come

                                                                        Greeting

Whereas The Companies Act provides that with the exceptions therein mentioned
the Lieutenant-Governor may by Letters Patent create and constitute bodies
corporate and politic for any of the purposes to which the authority of the
Legislature of Ontario extends;

And Whereas by the said Act it is further provided that the Provincial Secretary
may under the Seal of his office have, use, exercise, and enjoy any power,
right, or authority conferred by the said Act on the Lieutenant-Governor;

And Whereas by their Petition in that behalf the persons herein mentioned have
prayed for a Letters Patent constituting them a body corporate and politic for
the due carrying out of the undertaking hereinafter set forth;

And Whereas it has been made to appear that the said persons have complied with
the conditions precedent to the grant of the desired Letters Patent and that the
said undertaking is within the scope of the said Act;



     Now Therefore Know Ye that under the authority of the hereinbefore in part
recited Act I do by these Letters Patent constitute the Persons hereinafter
named that is to say:

Oliver Mowat Paterson,
Theron Melville Bryson and
Edmund Nathaniel Smith, Druggists, and
Allie Mabel Paterson, Married Woman, all of the Town of Sandwich, in the County
of Essex and Province of Ontario; and Charles Edwin Dobson, of the City of
Windsor, in the said County of Essex, Druggist; and any others who have become
subscribers to the memorandum of agreement of the Company, and persons who
hereafter become shareholders therein, a corporation under the name of

                             Paterson's Drug Stores,
                                     Limited

for the following purposes and objects, that is to say:

Subject to the provisions of The Pharmacy Act:

(a) TO carry on a retail drug and general merchandising business and to do and
perform all acts and services pertaining to such business; and

(b) TO buy, sell and deal in goods, wares and merchandise, including, but
without limiting the generality of the foregoing, drugs, druggists' supplies and
sundries, chemicals and medicines of all kinds, physicians', hospital and
sick-room supplies, soaps, perfumes, toilet articles and fancy goods, tobacco,
cigars, cigarettes and all other forms of tobacco, proprietary articles, candy
and all forms of confectionery, newspapers, books, magazines, ice cream, soft
drinks and novelties;

THE CAPITAL of the Company to be Forty Thousand dollars divided



into Four Hundred shares of One Hundred dollars each, of which One Hundred
shares shall be preference shares;

THE HEAD OFFICE of the Company to be situate at the said Town of Sandwich; and

THE PROVISIONAL DIRECTORS of the Company to be
Oliver Mowat Paterson, Allie Mabel Paterson, Theron Melville Bryson, Edmund
Nathaniel Smith and Charles Edwin Dobson, hereinbefore mentioned;

AND IT IS HEREBY ORDAINED AND DECLARED THAT (1) The said preference shares shall
be entitled to cumulative dividends out of the net earnings before dividends are
paid upon any other shares to the extent of seven per centum (7%) per annum upon
the par value thereof, and both as to dividends and as to the distributive share
of the assets on the dissolution or winding up of the Company shall have
preference over any other shares; and (2) The said preference shares shall be
non-voting and may be redeemed by the Company at any time after three years from
the date of issue thereof upon payment of par plus a premium of Five dollars
($5.00) on each of the said shares.

Given under my hand and Seal of office at the City of Toronto in the said
Province of Ontario this fifteenth day of January in the year of Our Lord one
thousand nine hundred and thirty-four.

                                                  Geo. H. Challies.
                                                  Provincial Secretary.



                               PROVINCE OF ONTARIO

     BY THE HONOURABLE

                JOHN YAREMKO,

                                                           PROVINCIAL SECRETARY

TO ALL TO WHOM THESE PRESENTS SHALL COME

                                                                        GREETING

WHEREAS The Corporations Act, 1953 provides that the Lieutenant-Governor may
in his discretion issue Supplementary Letters Patent to any Corporation that
applies therefor amending or otherwise altering or modifying the Letters
Patent or prior Supplementary Letters Patent of the Corporation;

AND WHEREAS by the said Act it is further provided that the Provincial Secretary
may in his discretion and under the Seal of his office have, use, exercise and
enjoy any power, right or authority conferred by the said Act on the
Lieutenant-Governor;

AND WHEREAS by its application in that behalf the Corporation herein named has
applied for Supplementary Letters Patent for the purpose hereinafter set out;

AND WHEREAS it has been made to appear that the said Corporation has complied
with the conditions precedent to the issue of the desired Supplementary Letters
Patent;



                NOW THEREFORE KNOW YE that I,

                                  JOHN YAREMKO,

                                                           PROVINCIAL SECRETARY,

under the authority of the hereinbefore in part recited Statute

DO BY THESE SUPPLEMENTARY LETTERS PATENT to

                             Paterson's Drug Stores,
                                     Limited
                    incorporated by Letters Patent dated the
                      fifteenth day of January, A. D. 1934

     (a) CHANGE the name of the Company to

                         Paterson's Pharmacies Limited;

     (b) CHANGE the One Hundred and Sixty-six (166) issued and the One Hundred
     and Thirty-four (134) unissued common shares of the Company with a par
     value of One Hundred dollars ($100) each into One Hundred and Sixty-six
     (166) issued and One Hundred and Thirty-four (134) unissued common shares
     without par value respectively;

     (c) SUBDIVIDE the One Hundred and Sixty-six (166) issued and the One
     Hundred and Thirty-four (134) unissued common shares of the Company without
     par value hereinbefore mentioned into One Thousand Four Hundred and
     Ninety-four (1,494) issued and One Thousand Two Hundred and Six (1,206)
     unissued common shares without par value respectively; provided that the
     Two Thousand Seven Hundred (2,700) common shares without par value
     resulting from the change and subdivision shall not be issued for a
     consideration exceeding in amount or value the sum of Two Hundred and
     Seventy Thousand dollars ($270,000) or such greater amount as the board of
     directors of the Company deems expedient on payment to the Treasurer of
     Ontario of the fees payable on such greater amount and on the issuance by
     the Provincial Secretary of a certificate of such payment; and



     (d) CONVERT the Company into a PRIVATE COMPANY and PROVIDE that the
     following provisions shall apply thereto; (1) The right to transfer shares
     of the Company shall be restricted in that no shares shall be transferred
     to any person who is not a shareholder without the express consent of a
     majority of the directors to be signified by a resolution passed by the
     board;(2) The number of shareholders of the Company, exclusive of persons
     who are in the employment of the Company, is hereby limited to fifty (50),
     two (2) or more persons holding one (1) or more shares jointly being
     counted as a single shareholder; and (3) Any invitation to the public to
     subscribe for any shares or securities of the Company is hereby prohibited.


GIVEN under my hand and Seal of office at the City of Toronto in the said
Province of Ontario this twenty-second day of March in the year of Our Lord one
thousand nine hundred and sixty-one.

                                John Yaremko

                                        PROVINCIAL SECRETARY
                                John Yaremko



                                 March 22, 1961


                             Paterson's Drug Stores,
                                     Limited

                              Changing its name to
                          Paterson's Pharmacies Limited

                        and for the other purposes
                        therein set forth.


                                Grace C. Dunsford
                                Recording Officer



                            Dated March 22, A.D. 1961

                               PROVINCE OF ONTARIO
                                  SUPPLEMENTARY
                                 LETTERS PATENT
                             Paterson's Drug Stores,
                                     Limited

Changing its name to
Paterson's Pharmacies Limited

and for the other purposes
therein set forth.


Recorded the 28th
day of April A.D. 1961
[ILLEGIBLE] 37
[ILLEGIBLE] 1041

        /s/ Grace C. Dunsford
        Grace C. Dunsford
        -----------------
        Recording Officer
        -----------------

                          PROVINCIAL SECRETARY'S OFFICE
                                TORONTO, ONTARIO.




[SEAL]


                               PROVINCE OF ONTARIO

BY THE HONOURABLE

                                  JOHN YAREMKO,

                                                      PROVINCIAL SECRETARY

TO ALL TO WHOM THESE PRESENTS SHALL COME
                                                                       GREETING

WHEREAS THE CORPORATIONS ACT 1963 PROVIDES THAT THE LIEUTANANT-GOVERNOR MAY IN
HIS DISCRETION ISSUE SUPPLEMENTARY LETTERS PATENT TO ANY CORPORATIONS THAT
APPLIES THEREFOR, ALTERING OR MODIFYING THE LETTERS PATENT OR PRIOR
SUPPLEMENTARY LETTERS PATENT OF THE CORPORATION;

AND WHEREAS BY THE SAID ACT IT IS FURTHER PROVIDED THAT THE PROVINCIAL SECRETARY
MAY IN HIS DISCRETION AND UNDER THE SEAL OF HIS OFFICE HAVE, USE, EXERCISE AND
ENJOY ANY POWER, RIGHT, OR AUTHORITY CONFERRED BY THE SAID ACT ON THE
LIEUTENANT-GOVERNOR;

AND WHEREAS BY ITS APPLICATION IN THAT BEHALF THE CORPORATION HEREIN NAMED
HAS APPLIED FOR SUPPLEMENTARY LETTERS PATENT FOR THE PURPOSE HEREINAFTER SET
OUT;

AND WHEREAS IT HAS BEEN MADE TO APPEAR THAT THE SAID CORPORATION HAS COMPLIED
WITH THE CONDITIONS PRECEDENT TO THE ISSUE OF THE DESIRED SUPPLEMENTARY LETTERS
PATENT;



                          NOW THEREFORE KNOW YE THAT I;

                                  JOHN YAREMKO,

                                                          PROVINCIAL SECRETARY,

UNDER THE AUTHORITY OF THE HEREINBEFORE IN PART RECITED STATUTE

DO BY THESE SUPPLEMENTARY LETTERS PATENT TO

                             Paterson's Drug Stores,

                                     Limited

                    incorporated by Letters Patent dated the
                      fifteenth day of January, A. D. 1934

(a) CHANGE the name of the Company to

                         Paterson's Pharmacies Limited;

(b) CHANGE the One Hundred and Sixty-six (166) issued and the One Hundred and
Thirty-four (134) unissued common shares of the Company with a par value of One
Hundred dollars ($100) each into One Hundred and Sixty-six (166) issued and One
Hundred and Thirty-four (134) unissued common shares without par value
respectively;

(c) SUBDIVIDE the One Hundred and Sixty-six (166) issued and the One Hundred and
Thirty-four (134) unissued common shares of the Company without par value
hereinbefore mentioned into One Thousand Four Hundred and Ninety-four (1,494)
issued and One Thousand Two Hundred and Six (1,206) unissued common shares
without par value respectively; provided that the Two Thousand Seven Hundred
(2,700) common shares without par value resulting from the change and
subdivision shall not be issued for a consideration exceeding in amount or value
the sum of the Two Hundred and Seventy Thousand dollars ($270,000) or such
greater amount as the board of directors of the Company deems expedient on
payment to the Treasurer of Ontario of the fees payable on such greater amount
and on the issuance by the Provincial Secretary of a certificate of such
payment; and



(d) CONVERT the Company into a PRIVATE COMPANY and PROVIDE that the following
provisions shall apply thereto: (1) The right to transfer shares of the Company
shall be restricted in that no shares shall be transferred to any person who is
not a shareholder without the express consent of a majority of the directors to
be signified by a resolution passed by the board; (2) The number of
shareholders of the Company, exclusive of persons who are in the employment of
the Company, is hereby limited to fifty (50), two (2) or more persons holding
one (1) or more shares jointly being counted as a single shareholder; and (3)
Any invitation to the public to subscribe for any shares or securities of the
Company is hereby prohibited.

GIVEN UNDER MY HAND AND SEAL OF OFFICE AT THE CITY OF TORONTO IN THE SAID
PROVINCE OF ONTARIO THIS twenty-second DAY OF March IN THE YEAR OF OUR LORD
ONE THOUSAND-NINE HUNDRED AND sixty-one.

[SEAL]

                                                     /s/ John Yaremko
                                                     John Yaremko
                                                     PROVINCIAL SECRETARY

EX-3.40

                                                                    Exhibit 3.40

                          PATERSON'S PHARMACIES LIMITED

                                  BY-LAW No. 1A

                         A by-law relating generally to
                 the transaction of the business and affairs of

                          PATERSON'S PHARMACIES LIMITED

                     (hereinafter called "the Corporation")

                                   HEAD OFFICE

     1.     The directors may from time to time by resolution fix the location
of the head office of the Corporation within the place in Ontario designated as
such by the articles of the Corporation or by special by-law of the Corporation.

                                      SEAL

     2.     The Corporation shall have a seal which shall be adopted and may be
changed by resolution of the directors.

                             MEETING OF SHAREHOLDERS

     3.     ANNUAL MEETING - The annual meeting of the shareholders shall be
held, subject to the provisions of paragraph 20 hereof, at such place within
Ontario or at such place outside of Ontario designated by the articles of the
Corporation, at such time and on such day in each year as the board, or the
president, or a vice-president who is a director may from time to time by
resolution determine, for the purpose of hearing and receiving the reports and
statements required by The Business Corporations Act to be read and laid before
the Corporation at an annual meeting, electing directors, appointing, if
necessary, the auditor and fixing or authorizing the board to fix his
remuneration and for the transaction of such other business as may properly be
brought before the meeting.



     4.     GENERAL MEETINGS - The board or the president or a vice-president
who is a director shall have power at any time to call a general meeting of the
shareholders of the Corporation to be held at such time and at such place within
Ontario or at such place outside of Ontario designated by the articles of the
Corporation as may be determined by the board or the person calling the meeting.
The phrase "meeting of shareholders" wherever it occurs in this by-law shall
mean and include an annual meeting of shareholders and a general meeting of
shareholders and shall also include a meeting of any class or classes of
shareholders.

     5.     NOTICES - No public notice or advertisement of any meeting of
shareholders shall be required, but notice of the time and place of each such
meeting shall be given not less than ten days before the day on which the
meeting is to be held to the auditor, if any, of the Corporation and to each
shareholder of record at the close of business on the day prior to the day on
which the notice is given who is entered on the books of the Corporation as the
holder of one or more shares carrying the right to vote at the meeting. Notice
of a general meeting of shareholders shall state the general nature of the
business which is to be transacted. A meeting of shareholders may be held at any
time without notice if all the shareholders entitled to vote thereat are present
or represented by proxy or those not so present or represented by proxy have
waived notice and if the auditor, if any, is present or has waived such notice,
and at such meeting any business may be transacted which the Corporation at an
annual or general meeting of the shareholders may transact.

     6.     REPORTS TO SHAREHOLDERS - Subject to the provisions of The Business
Corporations Act, a copy of the financial statement and a copy of the auditor's
report shall be furnished to every shareholder on demand.

     7.     PERSONS ENTITLED TO BE PRESENT - The only persons entitled to attend
a meeting of shareholders shall be those entitled to vote thereat and the
auditor, if any, of the Corporation and others who although



not entitled to vote are entitled or required under any provision of The
Business Corporations Act or by-laws of the Corporation to be present at the
meeting. Any other person may be admitted only on the invitation of the chairman
of the meeting or with the consent of the meeting.

     8.     QUORUM - Two persons present in person and each entitled to vote
thereat shall constitute a quorum for the transaction of business at any meeting
of shareholders.

     9.     RIGHT TO VOTE - At each meeting of shareholders every shareholder
shall be entitled to vote who is, subject to paragraph 62, entered on the books
of the Corporation as the holder of one or more shares carrying the right to
vote at such meeting; save that, if the share or shares in question have been
mortgaged or hypothecated, the person who mortgaged or hypothecated such share
or shares (or his proxy) may nevertheless represent the shares at meetings and
vote in respect thereof unless in the instrument creating the mortgage or
hypothec he has expressly empowered the holder of such mortgage or hypothec to
vote thereon, in which case such holder (or his proxy) may attend meetings and
vote in respect of such shares upon filing with the secretary of the meeting
sufficient proof of the terms of such instrument.

     10.    REPRESENTATIVES - An executor, administrator, commit tee of a
mentally incompetent person, guardian or trustee and where a Corporation is such
executor, administrator, committee, guardian or trustee of a testator,
intestate, mentally incompetent person, ward or CESTUI QUE TRUST, any person
duly appointed a proxy for such corporation, upon filing with the secretary of
the meeting sufficient proof of his appointment, shall represent the shares in
his or its hands at all meetings of the shareholders of the Corporation and may
vote accordingly as a shareholder in the same manner and to the same extent as
the shareholder of record. If there be more than one executor, administrator,
committee, guardian or trustee, the provisions of clause 12 shall apply.



     11.    PROXIES - Every shareholder, including a corporate share holder,
entitled to vote at meetings of shareholders may by instrument in writing
appoint a proxy, who need not be a shareholder, to attend and act at the meeting
in the same manner, to the same extent and with the same power as if the
shareholder were present at the meeting in the manner, to the extent and with
the power conferred by the proxy. The instrument appointing a proxy shall be in
writing under the hand of the appointer or his attorney, authorized in writing,
or if the appointer is a corporation, under the corporate seal or under the hand
of an officer or attorney so authorized, and shall cease to be valid after the
expiration of one year from the date thereof. The instrument appointing a proxy
may be in such form as the directors may from time to time prescribe or in such
other form as the chairman of the meeting may accept as sufficient, and shall be
deposited with the secretary of the meeting before any vote is cast under its
authority, or at such earlier time and in such manner as the board may prescribe
in accordance with The Business Corporations Act.

     12.    JOINT SHAREHOLDERS - If shares are held jointly by two or more
persons, any one of them present or represented by proxy at a meeting of the
shareholders of the Corporation, may, in the absence of the other or others vote
thereon, but if more than one of them are present or represented by proxy they
shall vote together as one on the shares jointly held by them.

     13.    SCRUTINEERS - At each meeting of shareholders one or more
scrutineers may be appointed by a resolution of the meeting or by the chairman
with the consent of the meeting to serve at the meeting. Such scrutineers need
not be shareholders of the Corporation.

     14.    VOTES TO GOVERN - At all meetings of shareholders every question
shall, unless otherwise required by the articles or by-laws of the Corporation
or by law, be decided by the majority of the votes duly cast on the question.



     18.    ADJOURNMENT - The chairman at a meeting of shareholders may, with
the consent of the meeting and subject to such conditions as the meeting may
decide, adjourn the meeting from time to time and from place to place.

     19.    TRANSACTION OF BUSINESS BY SIGNATURE - Resolutions may be consented
to at any time by the signatures of all the shareholders of the Corporation
entitled to vote at a meeting of shareholders and such resolutions are as valid
and effective as if passed at a meeting of the shareholders duly called,
constituted and held for that purpose. By-laws or resolutions passed by the
directors of the Corporation may at any time, in lieu of confirmation at a
general meeting of shareholders, be confirmed in writing by all the shareholders
entitled to vote at such meeting.

     20.    ONE SHAREHOLDER - Where the Corporation has only one shareholder,
all business which the Corporation may transact at an annual or general meeting
of shareholders shall be transacted in the manner provided for in paragraph 19
hereof.

                                    DIRECTORS

     21.    POWERS OF DIRECTORS - The affairs of the Corporation shall be
managed or the management shall be supervised by its board of directors. Until
changed by special by-law or amending articles the number of the directors of
the Corporation shall be five and, unless the provisions of paragraph 40 apply
three shall constitute a quorum for the transaction of business at any meeting
of the directors. Notwithstanding vacancies, the remaining directors may
exercise all the powers of the board so long as

     22.    QUALIFICATIONS - Each director shall be eighteen or more years of
age and no undischarged bankrupt or mentally incompetent person shall be a
director. If a director, becomes bankrupt or a mentally incompetent person, he
thereupon shall cease to be a director.

     22A.   RESIDENT CANADIANS - A majority of the directors shall be resident
Canadians and no business shall be transacted by the Board of Directors unless a
majority of the directors present are resident Canadians.



     23.    ELECTION AND TERM - Directors shall be elected yearly to hold office
until the next annual meeting of shareholders and until their successors shall
have been duly elected. The whole board shall be elected at each annual meeting,
and all the directors then in office shall retire, but, if qualified, are
eligible for re-election. The election may be by a show of hands or by
resolution of the shareholders unless a ballot be demanded by any shareholder.

     24.    REMOVAL OF DIRECTORS - The shareholders may, by resolution passed by
a majority of the votes cast at a general meeting of shareholders of which
notice specifying the intention to pass such resolution has been given, remove
any director before the expiration of his term of office and may, by a majority
of the votes cast at that meeting, elect any person in his stead for the
remainder of his term.

     25.    VACANCIES - Vacancies on the board may be filled for the remainder
of its term of office by qualified persons, either by the shareholders at a
general meeting called for the purpose or, by the remaining directors if
constituting a quorum; otherwise such vacancies shall be filled at the next
meeting of the shareholders at which directors for the ensuing year are elected.
If the number of directors is increased a vacancy or vacancies in the board to
the number of the authorized increase shall thereby he deemed to have occurred
which may be filled in the manner above provided, or by the shareholders at a
general meeting called for the [ILLEGIBLE]

     26.    CONSENT OF DIRECTORS - No directors shall be elected or appointed to
hold office at a meeting of shareholders or, where a vacancy exists on the
board, by the remaining directors unless such person was present at the meeting
when he was elected or appointed and did not refuse at the meeting to act as a
director or where he was not present at the meeting when he was elected or
appointed, he consented to act as a director in writing before his election or
appointment or within ten (10) days thereafter.

     27.    CALLING OF MEETINGS - Meetings of the board shall be held from time
to time at such place, at such time and on such day as the



president or a vice-president who is a director or any two directors may
determine, and the secretary shall call meetings when directed or authorized by
the president or by a vice-president who is a director or by any two directors.
Notice of every meeting so called shall be given to each director not less than
forty-eight (48) hours (excluding any part of a Saturday or a holiday as defined
by the INTERPRETATION ACT OF CANADA for the time being in force) before the
time when the meeting is to be held, and such notice shall specify the general
nature of any business to be transacted, save that no notice of a meeting shall
be necessary if all the directors are present or if those absent have waived
notice of or have otherwise signified their consent to the holding of such
meeting.

     28.    REGULAR MEETINGS - The board may appoint a day or days in any month
or months for regular meetings at a place and hour to be named. A copy of any
resolution of the board fixing the place and time of regular meetings of the
board shall be sent to each director forthwith after being passed, but no other
notice shall be required for any such regular meeting.

     29.    FIRST MEETING OF NEW BOARD - Each newly elected board may without
notice hold its first meeting for the purpose of organization and the election
and appointment of officers immediately following the meeting of shareholders at
which such board was elected, provided a quorum of directors be present.

     30.    PLACE OF MEETING - Meetings of the board may be held at the head
office of the Corporation or any other place within or outside of Ontario. In
any financial year of the Corporation, however, a majority of the meetings of
the Board of Directors shall be held at a place within Canada.

     30A. MEETINGS BY TELEPHONE - With the unanimous consent of all the
directors, any director may participate in a meeting of the Board of Directors
by means of conference telephone or other communication equipment by means of
which all persons participating in the meeting can hear each other and a
director participating in a meeting pursuant to the provisions of this paragraph
shall be deemed to be present in person at that meeting. If a majority of the
directors participating in a meeting held pursuant to the pro- [ILLEGIBLE]
the meeting shall be deemed to have been held in Canada.

     31.    VOTES TO GOVERN - At all meetings of the board every question shall
be decided by a majority of the votes cast on the question; and in case of an
equality of votes the chairman of the meeting shall be entitled to a second or
casting vote.



     32.    REMUNERATION OF DIRECTORS - Any remuneration payable to a director
who is also an officer or employee of the Corporation or who is counsel or
solicitor to the Corporation or otherwise serves it in a professional capacity
shall be in addition to his salary as such officer or to his professional fees
as the case may be. The directors shall also be paid such sums in respect of
their out of pocket expenses incurred in attending board, committee or
shareholders meetings or otherwise in respect of the performance by them of
their duties as the board may from time to time determine.

     33.    INTEREST OF DIRECTORS IN CONTRACTS - Provided that the provisions of
paragraph 34 have been complied with, no director shall be disqualified by his
office from contracting with the Corporation nor shall any contract or
arrangement entered into by or on behalf of the Corporation with any director or
in which any director is in any way interested be liable to be voided nor shall
any director so contracting or being so interested be liable to account to the
Corporation for any profit realized by any such contract or arrangement by
reason of such director holding that office or of the fiduciary relationship
thereby established.

     34.    DECLARATION OF INTEREST - It shall be the duty, however, of every
director of the Corporation who is in any way, whether directly or indirectly,
interested in a contract or arrangement with the Corporation to declare the
nature and extent of such interest to the extent, in the manner and at the time
required by the applicable provisions of The Business Corporations Act for the
time being in force and to refrain from voting in respect of the contract or
arrangement or proposed contract or arrangement if and when prohibited by The
Business Corporations Act.

     35.    PROTECTION OF DIRECTORS AND OFFICERS - No director or officer of the
Corporation shall be liable for the acts, receipts, neglects or defaults of any
other director or officer, or for joining in any receipts or other act for
conformity, or for any loss or expense happening to the Corporation through the
insufficiency or deficiency of title to any property acquired by order of the
board for or on behalf of the Corporation, or for the insufficiency or
deficiency of any security in or upon which any of the moneys



of the Corporation shall be invested, or for any loss or damage arising from the
bankruptcy, insolvency or tortious act of any person with whom any of the
moneys, securities or effects of the Corporation shall be deposited, or for any
loss occasioned by any error of judgment or oversight on his part, or for any
other loss, damage or misfortune whatever which shall happen in the execution of
the duties of his office or in relation thereto unless in or as a result of any
action, suit or proceeding he is adjudged to be in breach of any duty or
responsibility imposed upon him under The Business Corporations Act or under any
other statute.

     36.    INDEMNITY OF DIRECTORS AND OFFICERS - Every director or officer of
the Corporation and his heirs, executors and administrators, and estate and
effects, respectively, shall, from time to time and at all times, be indemnified
and saved harmless, subject to the provisions of The Business Corporations Act,
out of the funds of the Corporation, from and against;

     (a)    any liability and all costs, charges and expenses that he sustains
     or incurs in respect of any action, suit or proceeding that is proposed or
     commenced against him for or in respect of anything done or permitted by
     him in respect of the execution of the duties of his office; and

     (b)    all other costs, charges and expenses that he sustains or incurs in
     respect of the affairs of the Corporation;

[LINE ELLEGIBLE]
by it in respect of any liability, costs, charges or expenses that he sustains
or incurs in or about any action, suit or other proceeding as a result of which
he is adjudged to be in breach of any duty or responsibility imposed upon him
under The Business Corporations Act or under any other statute unless, in an
action brought against him in his capacity as director or officer, he has
achieved complete or substantial success as a defendant.

     37.    INSURANCE FOR DIRECTORS AND OFFICERS - The board may purchase and
maintain insurance for the benefit of a director or officer of the Corporation
against liabilities, costs, charges and expenses sustained



or incurred by such director or officer in respect of the execution of the
duties of his office or in respect of the affairs of the Corporation, except
insurance against a liability, cost, charge or expense sustained or incurred as
a result of a contravention by such director or officer of section 144 of The
Business Corporations Act.

     38.    LOANS TO SHAREHOLDERS - The directors of the Corporation may from
time to time:

     (a)    make loans to BONA FIDE full-time employees of the Corporation,
     whether or not they are shareholders or directors, with a view to enabling
     them to purchase dwelling houses for their own occupation, and may take
     from such employees mortgages or other securities for the repayment of such
     loan; or

     (b)    provide, in accordance with a scheme for the time being in force,
     money by way of loan for the purchase by trustees of fully paid shares of
     the Corporation, to be held by or for the benefit of BONA FIDE employees of
     the Corporation, whether or not they are shareholders or directors; or

     (c)    make loans to BONA FIDE employees of the Corporation other than
     directors, whether or not they are shareholders, with a view to enabling
     them to purchase fully paid shares of the Corporation to be held by them by
     way of beneficial ownership.

     39.    TRANSACTION OF BUSINESS BY SIGNATURE - By-laws or resolutions may be
consented to at any time by the signatures of all the directors of the
Corporation and such by-laws or resolutions are as valid and effective as if
passed at a meeting of the directors duly called, constituted and held for that
purpose.

     40.    ONE DIRECTOR - Where the Corporation has only one director, the
affairs of the Corporation shall be managed or the management shall be
supervised by such director and all business which may be transacted at a
meeting of the board of directors shall be transacted by such director in the
manner provided for in paragraph 39 hereof.



                                    OFFICERS

     41.    ELECTED OFFICER - At the first meeting of the board after each
election of directors the board shall elect a president. The prior incumbent, if
a member of the board, shall continue to hold office until the election at such
meeting and, in default of such election, shall continue to hold office after
such meeting. In case the office, of president becomes vacant at any time, such
vacancy may be filled by the board.

     42.    APPOINTED OR ELECTED OFFICERS - At the first meeting of the board
after each election of directors, the board shall appoint or elect a secretary,
and may appoint or elect one or more vice-presidents, a general manager, a
treasurer, and such other officers as the board may deternine including one or
more assistants to any of the officers so appointed or elected. The officers so
appointed or elected may but need not be members of the board. One person may
hold more than one office, and if the same person holds both the office of
secretary and the office of treasurer, he may be known as secretary-treasurer.

     43.    TERM OF OFFICE AND REMUNERATION - In the absence of written
agreement to the contrary the board may remove at its pleasure any officer of
the Corporation. Each prior officer shall continue to hold office until the
appointment of officers at such meeting and, in default of the appointment of
officers at such meeting, shall continue to hold office after such meeting. The
terms of employment and remuneration of the president and other officers elected
or appointed by it shall be settled from time to time by the board.

     44.    PRESIDENT - The president shall, when present, preside at all
meetings of the shareholders and of the board and shall be charged with the
general supervision of the business and affairs of the Corporation. Except when
the board has appointed a general manager or managing director, the president
shall also have the powers and be charged with the duties of that office. The
president may but need not be a member of the board.



     45.    VICE-PRESIDENT - During the absence or inability of the president
his duties may be performed and his powers may be exercised by the
vice-president, or if there are more than one, by the vice-presidents in order
of seniority (as determined by the board) save that no vice-president shall
preside at a meeting of the board or at a meeting of shareholders who is not
qualified to attend the meeting as a director, as the case may be. If a
vice-president exercises any such duty or power, the absence or inability of the
president shall be presumed with reference thereto. A vice-president shall also
perform such duties and exercise such powers as the president may from time to
time delegate to him or the board may prescribe.

     46.    GENERAL, MANAGER - The general manager, if one be appointed, shall
have the general management and direction, subject to the authority of the board
and the supervision of the president, of the Corporation's business and affairs
and the power to appoint and remove any and all officers, employees and agents
of the Corporation not elected or appointed directly by the board and to settle
the terms of their employment and remuneration. If and so long as the general
manager is a director, he may but need not be known as the managing director.

     47.    SECRETARY - The secretary shall give, or cause to be given, all
notices required to be given to shareholders, directors, auditors and members
of committees; he shall attend all meetings of the directors and of the
shareholders and shall enter or cause to be entered in books kept for that
purpose minutes of all proceedings at such meetings; he shall be the custodian
of the stamp or mechanical device generally used for affixing the corporate seal
of the Corporation and of all books, papers, records, documents and other
instruments belonging to the Corporation; and he shall perform such other duties
as may from time to time be prescribed by the board.

     48.    TREASURER - The treasurer shall keep full and accurate books of
account in which shall be recorded all receipts and disbursments of the
Corporation and, under the direction of the board, shall control the deposit of
money, the safekeeping of securities and the disbursement of the



funds of the Corporation; he shall render to the board at the meetings thereof,
or whenever required of him an account of all his transactions as treasurer and
of the financial position of the Corporation; and he shall perform such other
duties as may from time to time be prescribed by the board.

     49.    OTHER OFFICERS - The duties of all other officers of the Corporation
shall be such as the terms of their engagement call for or the board requires of
them. Any of the powers and duties of an officer to whom an assistant has been
appointed may be exercised and performed by such assistant, unless the board
otherwise directs.

     50.    VARIATION OF DUTIES - From time to time the board may vary, add to
or limit the powers and duties of any officer or officers.

     51.    AGENTS AND ATTORNEYS - The board shall have power from time to time
to appoint agents or attorneys for the Corporation in or out of Ontario with
such powers of management or otherwise (including the power to sub-delegate) as
may be thought fit.

     52.    FIDELITY BONDS - The board may require such officers, employees and
agents of the Corporation as the board deems advisable to furnish bonds for the
faithful discharge of their duties, in such form and with such surety as the
board may from time to time prescribe.

                      BANKING ARRANGEMENTS, CONTRACTS, etc.

     53.    BANKING ARRANGEMENTS - The banking business of the Corporation, or
any part thereof, shall be transacted with such bank, trust company or other
firm or corporation carrying on a banking business as the board may designate,
appoint or authorize from time to timeby resolution and all such banking
business or any part thereof, shall be transacted on the Corporation's behalf by
such one or more officers and/or other persons as the board may designate,
direct or authorize from time to time by resolution and to the extent therein
provided, including, but without restricting the generality of the foregoing,
the operation of the Corporation's accounts; the



making, signing, drawing, accepting, endorsing, negotiating, lodging,
depositing, or transferring of any cheques, promissory notes, drafts,
acceptances, bills of exchange and orders for the payment of money; the giving
of receipts for and orders relating to any property of the Corporation; the
execution of any agreement relating to any banking business and defining the
rights and powers of the parties thereto; and the authorizing of any officer of
such banker to do any act or thing on the Corporation's behalf to facilitate
such banking business.

     54.    EXECUTION OF INSTRUMENTS - Deeds, transfers, assignments, contracts
and obligations on behalf of the Corporation may be signed by the President and
Secretary and the corporate seal shall be affixed to such instruments as require
the same.

     Notwithstanding any provision to the contrary contained in the by-laws of
the Corporation, the board may at any time and from time to time direct the
manner in which and the person or persons by whom any particular deed, transfer,
contract or obligation or any class of deeds, transfers, contracts or
obligations of the Corporation may or shall be signed.

                                     SHARES

     55.    ALLOTMENT - The board may from time to time allot or grant options
to purchase the whole or any part of the authorized and unissued shares in the
capital stock of the Corporation, including any shares created by the amending
articles increasing or otherwise varying the capital stock of the Corporation,
to such person or persons or class of persons as the board shall by resolution
determine.

     56.    PAYMENT OF COMMISSIONS - The board may pay commissions to persons
in consideration of their subscribing or agreeing to subscribe, whether
absolutely or conditionally, for shares in the capital stock of the Corporation,
or procuring or agreeing to procure subscriptions, whether



absolute or conditional for such shares, but no such commission shall exceed
twenty-five percent of the amount of the subscription, except where the business
of the Corporation is that of a mining, gas or oil corporation or, where at
least seventy-five (75%) percent of the assets of the Corporation are of a
wasting character.

     57.    SHARE CERTIFICATES - Every shareholder shall be entitled, without
payment, to a share certificate stating the number and class of shares held by
him as shown by the books of the Corporation. Share certificates shall be in
such form or forms as the board shall from time to time approve. Unless
otherwise ordered by the board, they shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and need not be
under the corporate seal; provided that certificates representing shares in
respect of which a transfer agent and registrar (which term shall include a
branch transfer agent and registrar) have been appointed shall not be valid
unless countersigned by or on behalf of such transfer agent and registrar. If
authorized by resolution of the board, the corporate seal of the Corporation and
the signature of one of the signing officers, or in the case of share
certificates representing shares in respect of which a transfer agent and regis-
trar have been appointed, the signatures of both signing officers, may be
printed, engraved, lithographed, or otherwise mechanically reproduced in
facsimile upon share certificates and every such facsimile signature shall

[LINE ILLEGIBLE]

it reproduces and shall be valid notwithstanding that one or both of the
officers whose signature (whether manual or facsimile) appears thereon no longer
holds office at the date of issue or delivery of the certificate.

     58.    REPLACEMENT OF SHARE CERTIFICATES - The board may by resolution
prescribe, either generally or in a particular case, reasonable conditions upon
which a new share certificate may be issued in lieu of and upon cancellation of
the share certificate which has become mutilated or in substitution for a
certificate which has been lost, stolen or destroyed.



     59.    TRANSFER AGENT AND REGISTRAR - The directors may from time to time
by resolution appoint or remove a transfer agent and a registrar (who may, but
need not be the same individual or corporation) and one or more branch transfer
agents and registrars (who may, but need not be the same individual or
corporation) for the shares in the capital stock of the Corporation and may
provide for the transfer of shares in one or more places and may provide that
shares will be interchangeably transferable or otherwise.

     60.    TRANSFER OF SHARES - Transfers of shares in the capital stock of the
Corporation shall be registerable on the register of transfers or on one of the
branch registers of transfers (if any) kept by or for the Corporation in respect
thereof, upon surrender of the certificate representing such shares properly
endorsed subject to the provisions of The Business Corporations Act and subject
to the restrictions on transfer set forth in the articles of the Corporation.

     61.    REFUSAL TO REGISTER TRANSFER - The board may refuse to permit the
registration of a transfer of shares in the capital stock of the Corporation
registered in the name of a shareholder who is indebted to the Corporation
unless such shares are listed on a recognized stock exchange.

     62. CLOSING REGISTER - The board may by resolution close the register of
transfers and the branch register or registers of transfers, if any, for a
period of time not exceeding forty-eight hours exclusive of [LINE ILLEGIBLE]
time being in force) immediately preceding any meeting of the shareholders.

     63.    RECORD DATE - The board may fix in advance a date preceding by not
more than fourteen (14) days the date for the payment of any dividend or the
date for the issue of any warrant or other evidence of right to subscribe for
shares in the capital stock or securities of the Corporation as a record date
for the determination of the persons entitled to receive payment of such
dividend or to exercise the right to subscribe for such shares or securities, as
the case may be, and in every such case only such persons as shall be
shareholders of record at the close of business on the date so fixed



shall be entitled to receive payment of such dividend or to exercise the right
to subscribe for such shares or securities and to receive the warrant or other
evidence in respect of such right, as the case may be, notwithstanding the
transfer of any shares after any such record date fixed as aforesaid.

     64.    JOINT SHAREHOLDERS - If two or more persons are registered as joint
holders of any share, any one of such persons may give effectual receipts for
the certificate issued in respect thereof and for any dividend, bonus, return of
capital or other money payable or warrant issuable in respect of such share.

                                    FINANCIAL

     65.    FINANCIAL YEAR - Unless otherwise determined by resolution of the
board, the fiscal year of the Corporation shall terminate on the 28th day of
February in each year.

     66.    DIVIDENDS - The board may from time to time declare dividends
payable to the shareholders according to their respective rights and interests
in the Corporation. A dividend payable in cash shall be paid by cheque drawn on
the Corporation's bankers or one of them to the order of each registered holder
of shares of the class in respect of which it has been declared and mailed by
ordinary mail, postage prepaid, to such registered holder at his last address
appearing on the books of the Corporation. In the case of joint holders the
cheque shall, unless such joint holders otherwise direct, be made payable to the
order of all of such joint holders and if more than one address appears on the
books of the Corporation in respect of such joint holding the cheque shall be
mailed to the first address so appearing. The mailing of such cheque as
aforesaid shall satisfy and discharge all liability for the dividend to the
extent of the sum represented thereby, unless such cheque be not paid at par on
due presentation. In the event of non-receipt of any cheques for dividend by the
person to whom it is so sent as aforesaid,



the Corporation on proof of such non-receipt and upon satisfactory indemnity
being given to it, shall issue to such person a replacement cheque for a like
amount.

     67.    PURCHASE OF BUSINESS AS OF PAST DATE - Where any business is bought
by the Corporation as from a past date (whether such date be before or after the
incorporation of the Corporation) upon terms that the Corporation shall as from
that date take the profits and bear the losses of the business, such profits or
losses as the case may be shall, at the discretion of the directors, be
credited or debited wholly or in part to revenue account, and in that case the
amount so credited or debited shall, for the purpose of ascertaining the fund
available for dividend, be treated as a profit or loss arising from the business
of the Corporation.

                                     NOTICES

     68.    METHOD OF GIVING - Any notice, communication or other document to be
given by the Corporation to a shareholder, director, officer, or auditor of the
Corporation under any provision of the articles or by-laws shall be sufficiently
given if delivered personally to the person to whom it is to be given or if
delivered to his last address as recorded in the books of the Corporation or if
mailed by prepaid ordinary or air mail in a sealed envelope addressed to him at
his last address as recorded in the books of the Corporation or if sent by any
means of wire or wireless or any other form of transmitted or recorded
communication. The secretary may change the address on the books of the
Corporation of any shareholder in accordance with any information believed by
him to be reliable. A notice, communication or document so delivered shall be
deemed to have been given when it is delivered personally or at the address
aforesaid; and a notice, communication or document so mailed shall be deemed to
have been given when deposited in a post office or public letter box; and a
notice sent by any means of wire or wireless or any other form of transmitted
or recorded communication shall be deemed to have been given when delivered to
the appropriate communication company or agency or its representative for
dispatch.



     69.    COMPUTATION OF TIME - In computing the date when notice must be
given under any provision of the articles or by-laws requiring a specified
number of days, notice of any meeting or other event, the date of giving the
notice and the date of the meeting or other event shall be excluded.

     70.    OMISSIONS AND ERRORS - The accidental omission to give any notice to
any shareholder, director, officer, or auditor, or the non-receipt of any notice
by any shareholder, director, officer, or auditor or any error in any notice not
effecting the substance thereof shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon.

     71.    NOTICE TO JOINT SHAREHOLDERS - All notices with respect to any
shares registered in more than one name may if more than one address appears on
the books of the Corporation in respect of such joint holding, be given to such
joint shareholders at the first address so appearing, and notice so given shall
be sufficient notice to all the holders of such shares.

     72.    PERSONS ENTITLED BY DEATH OR OPERATION OF LAW - Every person who by
operation of law, transfer, death of a shareholder or by any other means
whatsoever, shall become entitled to any share or shares, shall be bound by
every notice in respect of such share or shares which shall have been duly given
to the person from whom he derives his title to such

[LINE ILLEGIBLE]

books of the Corporation (whether it be before or after the happening of the
event upon which he became so entitled).

     73.    WAIVER OF NOTICE - Any shareholder (or his duly appointed proxy),
director, officer or auditor may waive any notice required to be given under any
provision of the articles or by-laws of the Corporation or of The Business
Corporations Act, and such waiver, whether given before or after the meeting or
other event of which notice is required to be given, shall cure any default in
giving such notice.



                                 INTERPRETATION

     74.    In this by-law and all other by-laws of the Corporation, words
importing the singular number only shall include the plural and vice-versa;
words importing the masculine gender shall include the feminine and neuter
genders; words importing persons shall include companies, corporations,
partnerships and any number or aggregate of persons; "board" shall mean the
board of directors of the 'Corporation'; "articles" shall include amending
articles and any restatement of articles; "The Business Corporations Act" shall
mean The Business Corporations Act, 1970 (Ontario) as amended from time to time
or any Act that may hereafter be substituted therefor.

                                 EFFECTIVE DATE

     75.    This by-law shall come into force when passed by the board of
directors, save that paragraphs 21, 32, 38 and 56 shall not come into force
until confirmed by the shareholders in accordance with The Business Corporations
Act, namely by at least two-thirds of the votes cast at a general meeting of
shareholders duly called for that purpose or by the consent in writing of all
the shareholders.

[LINE ILLEGIBLE]

Witness the corporate seal of the Corporation.


/s/ [ILLEGIBLE]                                 /s/ [ILLEGIBLE]
- ---------------                                 ---------------
President                                       Secretary



                          PATERSON'S PHARMACIES LIMITED

                                  BY-LAW NO. 1A

                               NEW GENERAL BY-LAWS

WHEREAS the enactment of The Business Corporations Act requires certain
amendments to the by-laws of the Corporation;

AND WHEREAS it is necessary and desirable to repeal By-law No. 1 of the
Corporation and substitute in its place and stead the following by-law as the
general by-laws of the Corporation;

NOW THEREFORE BE IT ENACTED AND IT IS HEREBY ENACTED AS A BY-LAW OF THE
CORPORATION THAT:

1.   By-law No. 1 of the by-laws of the Corporation be and the same is hereby
     repealed as of the effective date of the coming into force of this By-law
     No.1A without prejudice to any action heretofore taken thereunder.

2.   The following By-law No.lA be and it is hereby substituted in the place and
     stead thereof in accordance with the effective date or dates of coming into
     force.

3.   Such repeal shall not affect the previous operation of such By-law No. 1 or
     affect the validity of any act done or right, privilege, obligation or
     liability acquired or incurred under or the validity of any contract
     or agreement made pursuant to any such by-law prior to its repeal. All
     officers and persons acting under said By-law No. 1 so repealed shall
     continue to act as if appointed under the provisions of this by-law, and
     all resolutions with continuing effect of the board or shareholders passed
     under such repealed by-law shall continue to be good and valid except to
     the extent inconsistant with this by-law.



                                  BY-LAW NO. 2.

        Respecting the borrowing of money by the Company.

            WHEREAS, it is necessary for the purposes of the Company to borrow
money on the credit of the Company from time to time from one of the chartered
banks of Canada:

            THEREFORE BE IT  ENACTED by  the Directors of Paterson's Drug Stores
Limited as a By-law thereof:

1.          That the Directors of the Company be and they are hereby authorized
to borrow money from time to time from the Imperial Bank of Canada upon the
credit of the Company either by creating an overdraft or otherwise.

2.          That promissory notes or other negotiable paper may be signed on
behalf of the Company by the President-Treasurer or other officer of the Company
authorized from time to time to sign negotiable instruments on its behalf for
the money so borrowed and interest thereon as may be agreed upon, and the same
and all renewals thereof shall be binding upon the Company.

3.          That the Directors may from time to time, if they see fit so to do,
mortgage hypothecate or pledge all or any of the assets of the Company as
security for the said advances or any of them, and all such securities shall be
valid and binding upon the Company if signed by any of the officers authorized
to sign negotiable instruments on the Company's behalf.

4.          The Directors may from time to time authorize any officer or
officers of the Company to make arrangements with with the said Bank with
reference to the moneys from time to time to be borrowed as aforesaid and as to
the terms and conditions of the loan thereof and as to the securities to be
given therefor, and every such officer shall have authority from time to time to
vary or modify such arrangements, terms and conditions, and to give additional
security for any moneys remaining due.

5.          All contracts, deeds, grants, assurances and documents reasonably
required by said Bank or its counsel for all or any of the purposes aforesaid
shall be executed and carried into effect by the proper officers of the Company,
and when necessary the Seal of the Company shall be affixed

6.          This By-law when sanctioned by the Shareholders shall be irrevocable
until a By-law repealing the same shall have been sanctioned by the Shareholders
and a copy thereof duly certified under the Seal of the Company delivered to the
said Bank, and meanwhile all the powers and authorities hereby conferred shall
continue in force.

            PASSED this 29th day  of January, 1934.

AS WITNESS the Corporate seal of the Company


                                                 /s/ [ILLEGIBLE]
                                                 -------------------------
                                                 President.


Corporate Seal.

                                                 /s/ [ILLEGIBLE]
                                                 ------------------------
                                                 Secretary.



                                      -2-

the notice thereof may be waived by any director.

            After the election of directors at a general meeting for the first
meeting of the board of directors to be held immediately following such meeting
or in the case of a director elected to fill a vacancy on the board no notice of
such meeting shall be necessary to the newly elected director or directors in
order to legally constitute the meeting provided a quorum of directors be
present.

8.          Three of the directors shall form a quorum for the transaction of
business.

9.          Questions arising at any meeting of directors shall be decided by a
majority of votes. In the case of an equality of votes the Chairman in addition
to his original vote shall have a second or casting vote.

                                  Remuneration.
10.         The remuneration, if any, to be paid the directors shall be such as
the board shall from time to time determine. The remuneration which may be paid
to the managers of the several stores at which the Company carries on business
shall not be considered director's remuneration even though such managers may at
the same time be directors of the Company.

                                    Officers.
11.         The officers of the Company shall be a President, Secretary and
Treasurer or such other officers as the directors may from time to time deem
advisable, and any two of such offices may be combined.

12.         The Board of directors at its first general meeting after election
shall elect from among their own number the said officers of the Company.

13.         The remuneration of all officers, if any, shall be determined from
time to time by resolution of the Board of directors. All officers, in the
absence of an agreement to the contrary shall be subject to removal by
resolution of the board at any time, with or without cause, provided that a
majority of the board shall vote in favour thereof.

     14.    In case of the absence of the President, or of any other officer of
the Company or for any other reason that the board may deem sufficient, the
board may delegate the powers of such officer to any other officer or to any
director for the time being provided that a majority of [LINE ILLEGIBLE]
therein.

15.         The President shall be the chief executive officer of the Company.
He shall if present preside at all meetings of the shareholders and directors;
he shall sign all instruments which require his signature and shall perform all
duties incident to his office and shall have such other powers and duties as may
from time to time be assigned to him by the board.

16.         The Secretary shall issue or cause to be issued notices for all
meetings of the board of directors and Shareholders when directed so to do;
have charge of the minute book stock book and other books and documents of the
Company;



                                       -3-

sign with the President or other signing officer or officers of the Company such
instruments as require her signature.

17.         The Treasurer shall have the care and custody of all the funds and
securities of the Company and deposit the name in the name of the Company in
such Bank or banks or in such depository or depositories as the board of
directors may direct unless provided by resolution of the directors; he shall
sign all cheques, drafts, notes, orders for the payment of money and he shall
pay out and dispose of the same under the direction of the board of directors;
and shall perform such other duties as the terms of his engagement call for or
as the board of directors may from time to time properly require of him.

18.         The Board of Directors may from time to time appoint a general
manager or manager who may but need not be one of the directors of the Company
and may delegate to him full authority to manage and direct the business and
affairs of the company and to employ and discharge agents and employees of the
Company or may delegate to him any lesser power.

                             Shareholders meetings.
19.         The annual meeting of the shareholders shall be held at the Town of
Sandwich or elsewhere as may be determined by the board of directors and on such
day in each year as the board of directors may determine.

20.         Other meetings of the shareholders, whether special or general, may
be convened by order of the President or the board at any time and for any
place.

21.         A written notice of the time and place of meeting and the general
nature of the business to be transacted shall be mailed to the last known
address of each shareholder, provided, however, that a meeting of shareholders
may be held for any purpose at any time and at any place without notice if all
the shareholders are present in person or represented thereat by proxy or waive
notice.

     22.    The accidental omission to give notice of any meeting or the
non-receipt of any notice by any shareholder [ILLEGIBLE] shall not invalidate
any resolution passed or any proceedings taken at any meeting.

23.         Votes may be given either personally or by proxy. Every share holder
present in person or by proxy shall have one vote for each share held by him.
The instrument appointing a proxy shall be in writing and shall be filed with
the Secretary before the opening of the meeting.

24.         The Chairman may with the consent of any meeting adjourn the same
from time to time, and no notice of such adjournment need be given to the
shareholders. Any business may be brought before or dealt with at any adjourned
meeting which might have been brought before or dealt with at the original
meeting in accordance with the notice calling the same.

25.         Two shareholders personally present shall be a quorum of any
meeting of shareholders for the choice of a Chairman and the adjournment of the
meeting; for all other purposes a quorum for any meeting shall be shareholders
personally present not being less than two in number and holding or representing
by proxy not less than fifty-one



                                       -4-

per centum of the issued shares of the Company.

                              Shares and transfers.

26.         Shares of the Company's capital stock shall be allotted by
resolution of the board of directors on such terms and conditions and to such
persons as the directors shall deem advisable.

27.         Share Certificates and the blank endorsement thereon shall be in
such form as the board of directors may by resolution approve and such
certificates shall be under the seal of the Company and shall be signed by the
President and Secretary holding office at the time of signing and
notwithstanding any change in the persons holding said offices between the time
of actual signing and the issuance of the certificate and notwithstanding that
the President and Secretary may not have held office at the date of the issuance
of the certificate, certificates so signed shall be valid and binding upon the
Company. The signature of the President may be written printed, engraved or
lithographed on the share certificates, and such written printed, engraved or
lithographed signatures shall for all purposes be deemed the signatures of such
President.

28.         In the case of the loss, defacement or destruction of a certificate
for shares held by a shareholder, the Company may issue a new certificate to the
said shareholder to take the place of the one lost, defaced or destroyed upon
complying with such requirements as may be directed by the board of directors.

                                   Dividends.

29.         The directors may from time to time by resolution declare dividends
and pay the same out of the funds of the Company available for that purpose,
subject to the provisions (if any) of the letters patent.

                            Execution of Instruments.

30.         Contracts, documents or any instruments in writing (except trade
contracts made in the ordinary course of the Company's business) requiring the
signature of the Company shall be signed by the President and by the Secretary,
and all contracts, documents and instruments in writing so signed shall be
binding upon the Company without any further authorization or formality. The
board of directors shall have power from time to time by resolution to appoint
any other [LINE ILLEGIBLE] contracts, documents and instruments in writing
generally or to sign specific contracts, documents, or instruments in writing.

            The seal of the Company may when required be affixed to contracts,
documents and instruments in writing signed as aforesaid.

            ENACTED this 29th day of January, 1934.

            WITNESS the corporate seal of the Company.


                                                /s/ [ILLEGIBLE]
                                                -----------------------
                                                            President.

Corporate Seal.


                                                /s/ [ILLEGIBLE]
                                                -----------------------
                                                            Secretary.



                          PATERSON'S PHARMACIES LIMITED

                                  BY-LAW NO. 3

                       being a special by-law reducing the
                     number of directors of the Corporation.

BE IT ENACTED as a by-law of this Corporation as follows:

(1)  Until changed in accordance with the relevant statutes, the board shall
     consist of one director of whom one shall constitute a quorum for the
     transaction of business.

(2)  All proper by-laws, resolutions and proceedings of the corporation
     inconsistent herewith are hereby amended, modified and revised in order to
     give effect to this special by-law.

     ENACTED the 16th day of May, 1983.


     /s/ [ILLEGIBLE]                            /s/ [ILLEGIBLE]
     -------------------------                  -------------------------
     President                                  Secretary



                          PATERSON'S PHARMACIES LIMITED

                                  BY-LAW NO. 4

                     A special by-law changing the location
                     of the head office of the corporation.

BE IT ENACTED as a special by-law of the Corporation as follows:

(1)  The head office of the Corporation is hereby changed from the City of
     Windsor, in the County of Essex to the City of Cornwall, in the County of
     Stormont.

(2)  All prior by-laws, special by-laws, resolutions and proceedings of the
     Corporation inconsistent herewith are hereby amended, modified and revised
     in order to give effect to this by-law.

ENACTED the 16th day of May, 1983.


/s/ [ILLEGIBLE]                                 /s/ [ILLEGIBLE]
- -----------------------------                   -------------------------
President                                       Secretary



                        RESOLUTION DU SEUL ADMINISTRATEUR

                                       DE


                  Le Soussigne, etant le seul administrateur de

                          PATERSON'S PHARMACIES LIMITED

compagnie [ILLEGIBLE] Business Corporations Act, 1982, [ILLEGIBLE]

1'article 129 de ladite loi, la resolution suivante, avec la [LINE ILLEGIBLE]

ETABLISSEMENT DU REGLEMENT NO 5 (etant un reglement special [ILLEGIBLE]

            Que ce qui suit soit et est, par les presentes, decrete, edicte et
promulgue, comme etant le reglement no 5

                               REGLEMENT NO 5

[ILLEGIBLE]


de l'exercice financier de la Compagnie)

[ILLEGIBLE] exercice financier de la Compagnie se termine administrateurs
peuvent determiner par voie de resolution;

[ILLEGIBLE]



precede, sont, par les presentes, amendes, modifies et [LINE ILLEGIBLE]

            Par les presentes, le reglement precite est adopte decembre 1983,
tel qu'en fait foi la signature du seul administrateur [ILLEGIBLE]


                                        /s/ [ILLEGIBLE]


                                 ADMINISTRATEUR



                        RESOLUTION DU SEUL ADMINISTRATEUR

                                       DE

                          PATERSON'S PHARMACIES LIMITED

                          En date du 11 septembre 1989


            Le soussigne, etant le seul administrateur de

                          PATERSON'S PHARMACIES LIMITED

compagnie regie par la Loi de 1982 sur les compagnies de l'Ontario, adopte, par
les presentes, conformement aux dispositions de l'article 104 de ladite loi, les
resolutions suivantes, avec la meme valeur que si elles avaient ete adoptees a
une reunion dument convoquee et tenue:

DEMISSION DU PRESIDENT ET SECRETAIRE

                  Attendu que M. Gilles Raymond a presente sa demission a titre
de president et secretaire de la Compagnie.

IL EST RESOLU:

                  Que la demission de M. Gilles Raymond a titre de president et
secretaire de la Compagnie soit et elle est, par les presentes, acceptee.

ELECTION ET NOMINATION D'UN NOUVEAU PRESIDENT ET SECRETAIRE

IL EST RESOLU:

                  Que M. Jean Coutu soit et il est, par les presentes elu
president et nomme secretaire de la Compagnie, telle election et nomination
devant prendre effet immediatement.

ETABLISSEMENT DU REGLEMENT NO 6 (EMPRUNT - BANQUE NATIONALE DU CANADA)

IL EST RESOLU:

                  Que ce qui suit soit et est, par les presentes, decrete,
edicte et promulgue, comme etant le reglement no 6 de la Compagnie:



                                 REGLEMENT NO 6

IL EST RESOLU QUE:

Le Conseil d'administration soit autorise a:

     a)     Emprunter de l'argent et obtenir des avances de la Banque Nationale
du Canada (ci-apres appelee la "Banque") sur le credit de la Corporation a
telles epoques, pour tels montants et a telles conditions qu'il jugera a propos,
soit en escomptant ou en faisant escompter des effets et instruments negociables
faits, tires, acceptes ou endosses par la Corporation, soit en decouvrant le
compte de banque, soit en faisant des arrangements de credit, soit en obtenant
des prets ou avances, soit de toute autre maniere;

     b)     Emettre des obligations, debentures ou autres valeurs de la
Corporation, les donner en garantie a la Banque ou les lui autrement ceder, le
tout aux termes, conditions et considerations qu'il jugera appropries;

     c)     Hypothequer, nantir, gager, ceder, transporter ou affecter de
quelque maniere que ce soit, la totalite ou une partie des biens reels ou
personnels, meubles ou immeubles, entreprises ou droits, presents ou futurs, de
la Corporation, pour garantir lesdites obligations, debentures ou valeurs
emises, ou pour garantir tous emprunts, dettes, responsabilites ou engagements
quelconques, presents ou futurs, directs ou indirects, de la Corporation a
l'endroit de la Banque;

     d)     Deleguer en tout temps par resolution a un ou plusieurs
administrateurs, dirigeants ou autres employes de la Corporation, ou a toute
autre personne, a la discretion du conseil d'administration, une partie ou la
totalite des pouvoirs ci-dessus mentionnes.

            Les pouvoirs mentionnes dans le present reglement sont en sus de
ceux que les administrateurs ou dirigeants de la Corporation pourraient
autrement detenir en vertu de la loi ou de ses statuts.

            Le present reglement demeurera en vigueur et aura plein effet a
l'egard de la Banque jusqu'a ce qu'un avis ecrit de son abrogation ou de sa
modification ait ete donne a la Banque et que celle-ci en ait accuse reception
par ecrit.

RESOLUTION BANCAIRE (BANQUE NATIONALE DU CANADA)

IL A ETE RESOLU:

     1)     SIGNATURE DES CONVENTIONS RELATIVES AUX COMPTES

            Que les affaires bancaires de la Corporation soient transigees a la
 Banque Nationale du Canada (ci-apres



appelee la "Banque") et que deux (2) de Jean Coutu, Francois-Jean Coutu, Jacques
Masse, Yvon Bechard, Carole Bouthillette (nom et/ou titre de chaque mandataire)
soit (soient) autorise(s) a signer toute convention relative aux comptes de la
Corporation;

     2)     SIGNATURE ET ENDOSSEMENT DES EFFETS DE COMMERCE

            Que la Banque soit et elle est par les presentes autorisee a payer
et accepter tous cheques, billets, lettres de change, mandats ou ordres de
paiement et autres effets signes, tires, acceptes ou endosses pour la
Corporation par deux (2) de Jean Coutu, Francois-Jean Coutu, Jacques Masse, Yvon
Bechard, Carole Bouthillette (nom et/ou titre de chaque mandataire) et, de plus,
a accepter en depot au credit de la Corporation tous cheques, billets, lettres
de change, mandats ou ordres de paiement et autres effets endosses au nom de la
Corporation par ces memes personnes, ou portant la mention, apposee au moyen
d'un tampon ou autrement, "POUR DEPOT AU COMPTE DU BENEFICIAIRE" ou toute autre
mention equivalente;

     3)     SIGNATURE DES CONVENTIONS RELATIVES A L'OBTENTION D'EMPRUNTS ET A
            L'OCTROI DE GARANTIES

            Que deux (2) de Jean Coutu,  Francois-Jean  Coutu, Jacques Masse,
Yvon Bechard, Carole Bouthillette (nom et/ou titre de chaque mandataire)
soit(soient) autorise(s) a exercer au nom de la Corporation, les droits et
pouvoirs mentionnes au reglement d'emprunt no 6 de la Corporation, et plus
specialement, a faire des arrangements ou conventions avec la Banque concernant
toute question relative aux prets ou autres credits consentis par la Banque a la
Corporation, y compris les decouverts de compte, et a signer tous actes et
documents aux fins mentionnees ci-dessus ou dans ledit reglement, dont
notamment, et sans limitation, toutes conventions de pret ou de credit, tous
billets et billets-grille ainsi que tous actes ou documents conferant a la
Banque une garantie, un titre ou des droits quelconques a l'egard de la totalite
ou d'une partie des biens meubles et immeubles, corporels et incorporels,
presents et futurs de la Corporation, y compris, tout acte ou clause de dation
en paiement juge approprie;

     4)     SIGNATURE DES CHEQUES PAR PROCEDE MECANIQUE

            Que la Banque soit et elle est par les presentes autorisee et
requise d'honorer, de payer et de debiter au compte de la Corporation, tous
cheques et autres effets portant la signature imprimee ou apposee mecaniquement
de deux (2) de Jean Coutu, Francois-Jean Coutu, Jacques Masse, Yvon Bechard,
Carole Bouthillette (nom et/ou titre de chaque mandataire) et dont des specimens
de signatures seront fournis a la Banque;



            Que la Banque soit liberee de toute responsabilite ou reclamation
resultant de l'emploi irregulier ou non autorise de tout appareil ayant servi a
imprimer ou apposer mecaniquement la signature de ces personnes, la
responsabilite de la Banque devant etre limitee a s'assurer que les signatures
imprimees ou apposees mecaniquement sont apparemment conformes aux specimens
fournis a la Banque;

     5)     LOCATION DE COFFRETS DE SURETE

            Que la Corporation et la Banque soient parties a tous contrats
relatifs a la location de coffrets de surete dans les voutes de la Banque, le
tout suivant les termes et conditions arretes dans la formule de la Banque, et
que deux (2) de Jean Coutu, Francois-Jean Coutu, Jacques Masse, Yvon Bechard,
Carole Bouthillette (nom et/ou titre de chaque mandataire) soit(soient)
autorise(s) a signer tels contrats pour et au nom de la Corporation et a nommer
des fondes de pouvoir pour les fins de ces contrats;

     6)     USAGE DU SERVICE DE DEPOTS A TOUTE HEURE

            Que la Corporation et la Banque soient parties a tous contrats
relatifs a l'usage du service de depots a toute heure de la Banque, le tout
suivant les termes et conditions arretes dans la formule de la Banque et que
deux (2) de Jean Coutu, Francois-Jean Coutu, Jacques Masse, Yvon Bechard, Carole
Bouthillette (nom et/ou titre de chaque mandataire) soit(soient) autorise(s) a
signer tels contrats pour et au nom de la Corporation et a nommer des fondes de
pouvoir pour les fins de ces contrats;

     7)     USAGE D'AUTRES SERVICES BANCAIRES

            Que deux (2) de Jean Coutu, Francois-Jean Coutu, Jacques Masse, Yvon
Bechard, Carole Bouthillette (nom et/ou titre de chaque mandataire) soit(soient)
autorise(s) a transiger et regler toutes affaires bancaires avec la Banque et a
signer pour et au nom de la Corporation toutes conventions a cette fin, y
compris, sans limitation, toute convention relative a l'usage des services de
verification de depots, de depot de salaires, de garde de valeurs ou de tous
autres services offerts par la Banque, a l'exclusion de ceux prevus aux autres
paragraphes de la presente, le tout suivant les termes et conditions arretes
dans les formules de la Banque ou, selon le cas, suivant les termes et
conditions qu'il(s) jugera(jugeront) satisfaisants, avec pouvoir de nommer des
fondes de pouvoir pour les fins desdites conventions;



     8)     REMISE DES RELEVES DE COMPTE ET DES EFFETS DEBITES

            Que les personnes autorisees aux termes des paragraphes 1 a 7
ci-dessus et chacune d'elles separement, soient autorisees a recevoir les
releves de compte, les cheques payes et autres effets portes au debit du compte
de la Corporation, et a certifier tous comptes et tous soldes de compte entre la
Corporation et la Banque;

     9)     REMISE D'UNE LISTE DES ADMINISTRATEURS, OFFICIERS ET MANDATAIRES
            AUTORISES

            Qu'il soit fourni a la Banque une liste des noms des
administrateurs, officiers et autres mandataires de la Corporation autorises aux
fins ci-dessus, leur titre et une description de leurs mandats respectifs, ainsi
qu'un specimen de leurs signatures, et que la Banque soit avisee par ecrit de
tous changements qui pourraient survenir concernant ces personnes; telle liste,
lorsque recue par la Banque, liera la Corporation jusqu'a ce qu'un avis ecrit
a l'effet contraire soit donne a la Banque et que celle-ci en ait accuse
reception;

     10)    TRANSACTIONS PAR LA CORPORATION SOUS DIFFERENTES RAISONS SOCIALES

            Qu'advenant le cas ou la Corporation ferait affaires sous une ou
plusieurs raisons sociales, la presente resolution s'appliquera egalement aux
transactions effectuees pour la Corporation sous tels noms ou raisons sociales
par les mandataires ci-dessus mentionnes.

     11)    DISPOSITIONS GENERALES

            Que tous les effets, garanties, conventions, actes et documents
signes, faits, tires, acceptes ou endosses tel que ci-dessus stipule seront
valides et lieront la Corporation;

            Que communication de la presente resolution soit donnee a la Banque
et qu'elle reste en vigueur et ait plein effet jusqu'a ce qu'un avis ecrit a
l'effet contraire soit donne a la Banque et que celle-ci en ait accuse
reception.

            Les resolutions precitees sont, par les presentes adoptees par le
seul administrateur de la Compagnie, ce lle jour de septembre 1989

                                    * * * * *

                                   /s/ Jean Coutu
                             ---------------------------
                                   Jean Coutu

                                ADMINISTRATEUR

EX-3.41

                                                                    Exhibit 3.41

                                                                          PAGE 1

                                    DELAWARE
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PJC ARLINGTON REALTY LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE EIGHTH DAY OF JANUARY, A.D. 2002, AT 9
O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SEVENTH DAY OF MAY, A.D. 2003,
AT 3:42 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.


                                      /s/ Harriet Smith Windsor
                                      -------------------------
                                      Harriet Smith Windsor, Secretary of State
3477746   8100H  [SEAL]               AUTHENTICATION:  3256604

040547164                                       DATE:  07-27-04



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 01/08/2002
                                                          020014178 - 3477746

                            CERTIFICATE OF FORMATION

                                       OF

                            PJC ARLINGTON REALTY LLC

     This Certificate of Formation of PJC ARLINGTON REALTY LLC (the "COMPANY"),
dated as of January 8, 2002, is being duly executed and filed by the
undersigned, as authorized person, to form a limited liability company under the
Delaware Limited Liability Company Act (6 DEL. C. Sec. 18-101, ET SEQ.).

     FIRST. The name of the limited liability company formed hereby is PJC
Arlington Realty LLC.

     SECOND. The address of the registered office in the State of Delaware is
2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.
The name of its Registered Agent at such address is Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.


                                             /s/ Julianne M. Ells
                                      -----------------------------------
                                      Julianne M. Ells, Authorized Person



                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                   DELIVERED 05:04 PM 05/27/2003
                                                     FILED 03:42 PM 05/27/2003
                                                   SRV 030343830 - 3477746 FILE

                            CERTIFICATE OF AMENDMENT

                                       OF

                            CERTIFICATE OF FORMATION

                                       OF

                            PJC ARLINGTON REALTY LLC

                        PURSUANT TO SECTION 18-202 OF THE
                     DELAWARE LIMITED LIABILITY COMPANY ACT

                                     * * * *

1)   The name of the Limited Liability Company is PJC Arlington Realty LLC.

2)   The Certificate of Amendment is hereby amended to change Article "2" of the
     Certificate of Formation to read as follows:

     "2, The address of the registered office in the State of Delaware is 615
     South DuPont Highway, in the City of Dover, County of Kent, 19901. The name
     of its registered agent at such address is NATIONAL CORPORATE RESEARCH,
     LTD."

     The undersigned, an authorized person of the limited liability company,
executes this Certificate of Amendment on May 27,2003.

                                            /s/ Randy Wyrofsky
                                            ------------------------
                                            Authorized Person

EX-3.42

                                                                    Exhibit 3.42

                            PJC ARLINGTON REALTY LLC

                       LIMITED LIABILITY COMPANY AGREEMENT

                           Dated as of January 8, 2002



                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                            PJC ARLINGTON REALTY LLC

        THIS LIMITED LIABILITY COMPANY AGREEMENT of PJC ARLINGTON REALTY LLC,
dated as of January 8, 2002, entered into by PJC SPECIAL REALTY HOLDINGS, INC.,
a Delaware corporation with its principal office at 50 Service Avenue, Warwick,
Rhode Island 02886 ("PJC SPECIAL"), as the sole Member and Manager of PJC
ARLINGTON REALTY LLC (the "COMPANY"),

                                WITNESSETH THAT:

        WHEREAS, the Company shall be formed as a limited liability company
pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Sections
18-101 ET SEQ. (as from time to time amended and including any successor statute
of similar import, the "ACT") as of and by the filing of a Certificate of
Formation (the "CERTIFICATE") in the office of the Secretary of State of
Delaware; and

        WHEREAS, PJC Special wishes to set out its rights, obligations and
duties as the sole Member and Manager with respect to the Company and its
business, management and operations;

        NOW, THEREFORE, the sole Member hereby constitutes a limited liability
company for the purposes and on the terms and conditions set forth in this
Agreement as follows:

                                    ARTICLE 1
                                   DEFINITIONS

        Capitalized terms used in this Agreement shall have the meanings set
forth below or in the section of this Agreement referred to below:

        "ACT" shall have the meaning set forth in the recitals to this
Agreement.

        "AFFILIATE" shall mean, with respect to any Person, (i) in the case of
any such Person which is a partnership, any partner in such partnership; (ii)
any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent
with respect to such Person or to one or more of the Persons referred to in
preceding clause (i); and (iii) any other Person who is an officer, director,
trustee or employee of, or partner in, such Person or any Person referred to in
the preceding clauses (i) and (ii); PROVIDED, HOWEVER, that such term shall not
include within its meaning the Company itself or a Subsidiary of the Company.

        "AGREEMENT" shall mean this Limited Liability Company Agreement,
including all schedules and exhibits hereto, as it and they may be amended,
restated or supplemented from time to time as herein provided.

        "AVAILABLE CASH" shall mean the excess of (i) the cash and short term
investments of the

                                      - 2 -


Company over (ii) any reserves established from time to time in accordance with
SECTION 4.3.

        "CERTIFICATE" shall mean the Certificate of Formation of Limited
Liability Company of the Company as provided for pursuant to the Act, as
originally filed with the office of the Secretary of State of Delaware, as
amended and restated from time to time as herein provided.

        "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any subsequent Federal law of similar import, and, to the
extent applicable, any Treasury Regulations promulgated thereunder.

        "COMPANY" shall mean the limited liability company hereby established in
accordance with this Agreement, as such limited liability company may from time
to time be constituted.

        "COMPANY INTEREST" shall mean the interest of the sole Member in the
Company, as expressed on Schedule A opposite such Member's name.

        "ENTITY" shall mean any general partnership, limited partnership,
corporation, joint venture, trust, limited liability company, business trust,
cooperative, association, or governmental unit.

        "FISCAL YEAR" shall mean the fiscal year of the Company and shall be the
same as the taxable year of its sole Member. Each Fiscal Year shall commence on
the day immediately following the last day of the immediately preceding Fiscal
Year.

        "LIQUIDATING TRANSACTION" shall have the meaning set forth in SECTION
6.2.

        "MANAGER" shall mean PJC Special.

        "MEMBER" shall mean PJC Special.

        "PARENT" shall mean, with respect to any Person, any Person which owns
directly, or indirectly through one or more Subsidiaries, twenty percent (20%)
or more of the voting or beneficial interest in, or otherwise has the right or
power (whether by contract, through ownership of securities or otherwise) to
control, such Person.

        "PERSON" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so admits.

        "SUBSIDIARY" shall mean, with respect to any Person, any Entity (i) in
which such Person owns directly, or indirectly through one or more Subsidiaries,
twenty percent (20%) or more of the voting or beneficial interest; or (ii) which
such Person otherwise has the right or power to control (whether by contract,
through ownership of securities or otherwise).

        "TREASURY REGULATIONS" shall mean the Federal income tax regulations,
including any temporary or proposed regulations, promulgated under the Code, as
such Treasury Regulations may be amended from time to time (it being understood
that all references herein to specific sections of the Treasury Regulations
shall be deemed also to refer to any corresponding

                                      - 3 -


provisions of succeeding Treasury Regulations).

                                    ARTICLE 2
                     FORMATION OF LIMITED LIABILITY COMPANY

        2.1    FORMATION. The Company is hereby formed as a limited liability
company under and pursuant to the Act.

        2.2    COMPANY NAME. The name of the Company shall be "PJC Arlington
Realty LLC". The business of the Company shall be conducted under such name or
such other names as may from time to time be established by the Manager.

        2.3    THE CERTIFICATE, ETC. The filing of the Certificate with the
Secretary of State of Delaware by the Manager is hereby ratified and confirmed
by the sole Member. The Manager hereby agrees to cause to be executed, filed and
recorded all such other certificates and documents, including amendments to the
Certificate, and to cause to be done such other acts as may be necessary or
appropriate to comply with all requirements for the formation, continuation and
operation of a limited liability company, the ownership of property, and the
conduct of business under the laws of the State of Delaware and any other
jurisdiction in which the Company may own property or conduct business.

        2.4    PRINCIPAL BUSINESS OFFICE, REGISTERED OFFICE AND REGISTERED
AGENT. The principal business office of the Company shall be located at 50
Service Avenue, Warwick, Rhode Island 02886, or at such other location as may
hereafter be designated by the Manager. The registered office of the Company
shall be 2711 Centerville Road, Suite 400, Wilmington, New Castle County,
Delaware 19808. The registered agent for service of process on the Company shall
be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington,
New Castle County, Delaware 19808. The principal business office, the registered
office and the registered agent of the Company may be changed from time to time
by the Manager and in accordance with the then applicable provisions of the Act
and any other applicable laws.

        2.5    TERM OF COMPANY. The term of the Company shall commence on the
date of the initial filing of the Certificate with the office of the Secretary
of State of Delaware and shall continue until dissolved pursuant to the
provisions of SECTION 8.1.

        2.6    PURPOSES. The purposes of the Company are to engage in any lawful
business that may be engaged in by a limited liability company organized under
the Act. In addition, and not in limitation of the foregoing, the Company shall
have the following purposes: (i) to acquire, hold, own, operate, maintain,
improve, expand, sell, pledge, mortgage, develop, lease, manage, subdivide,
exchange or otherwise dispose of real and personal property of every kind and
description and interests in Entities which own (directly or indirectly) real
and personal property, and (ii) to acquire, hold, own, manage, sell, exchange or
otherwise dispose of investments of every kind and description and interests in
Entities which own (directly and indirectly) interests in businesses or ventures
of every kind.

        2.7    POWERS. In furtherance of its purposes, but subject to all of the
provisions of this

                                      - 4 -


Agreement, the Company shall have the power and is hereby authorized to:

               (a)    acquire by purchase, lease, contribution of property or
        otherwise and own, hold, sell, convey, transfer or dispose of real or
        personal property or securities or other interests in Entities which own
        or hold, directly or indirectly, real property or interests in
        businesses or ventures which may be necessary, convenient or incidental
        to the accomplishment of the purposes of the Company;

               (b)    operate, purchase, maintain, finance, improve, expand,
        own, sell, convey, assign, mortgage, lease or demolish or otherwise
        dispose of real or personal property or securities or other interests in
        Entities which own or hold, directly or indirectly, real property or
        interests in businesses or ventures which may be necessary, convenient
        or incidental to the accomplishment of the purposes of the Company;

               (c)    borrow money and issue evidences of indebtedness in
        furtherance of any or all of the purposes of the Company, and secure the
        same by mortgage, pledge or other lien on the assets of the Company;

               (d)    invest any funds of the Company pending distribution or
        payment of the same pursuant to the provisions of this Agreement;

               (e)    prepay in whole or in part, refinance, recast, increase,
        modify or extend any indebtedness of the Company and, in connection
        therewith, execute any extensions, renewals or modifications of any
        mortgage or security agreement securing such indebtedness;

               (f)    enter into, perform and carry out contracts of any kind,
        including, without limitation, contracts with any Affiliate of a Member
        and contracts in respect of rendering operating or management services
        or in respect of acting as a manager to any Person or Persons, necessary
        to, in connection with, or incidental to the accomplishment of the
        purposes of the Company;

               (g)    establish reserves for capital expenditures, working
        capital, debt service, taxes, assessments, insurance premiums, repairs,
        improvements, depreciation, depletion, obsolescence, and general
        maintenance of buildings and other property out of the rents, profits,
        or other income received;

               (h)    employ or otherwise engage employees, managers,
        contractors, advisors and consultants and pay reasonable compensation
        for such services;

               (i)    enter into partnerships, limited liability companies or
        other ventures with other Persons in furtherance of the purposes of the
        Company; and

               (j)    do such other things and engage in such other activities
        related to the foregoing as may be necessary, convenient or advisable
        with respect to the conduct of the business of the Company, and have and
        exercise all of the powers and rights conferred upon limited liability
        companies formed pursuant to the Act.

                                      - 5 -


                                    ARTICLE 3
                                 CAPITALIZATION

        3.1    CAPITALIZATION.

               (a)    The sole Member shall contribute or cause to be
        contributed to the Company as promptly as possible following the
        execution of this Agreement, the sum of One Thousand and 00/100 Dollars
        ($1,000.00) in cash in consideration for which the sole Member shall be
        issued and shall be deemed to own 100% of the member interest of the
        Company. Such member interest shall not be certificated.

               (b)    The sole Member may from time to time contribute or cause
        to be contributed to the Company such additional money or property as
        the sole Member may desire to contribute, provided that at no time shall
        the sole Member be required to contribute any cash or property other
        than the aforesaid sum of One Thousand and 00/100 Dollars ($1,000.00).

                                    ARTICLE 4
                           BOOKS; ACCOUNTING; REPORTS

        4.1    BOOKS AND RECORDS; INSPECTION.

               (a)    The Company shall keep, or cause to be kept, complete and
        accurate books and records of account of the Company. The Company shall
        maintain the following at its principal business office: (i) a writing
        setting forth the sole Member's full name and last known business
        address; (ii) a copy of the Certificate, including all certificates of
        amendment thereto and executed copies of all powers of attorney pursuant
        to which the Certificate or any certificate of amendment has been
        executed; (iii) copies of the Company's Federal, state and local income
        tax returns and reports, if any, for the three (3) most recent Fiscal
        Years of the Company; (iv) copies of this Agreement and of any financial
        statements of the Company for the three (3) most recent Fiscal Years of
        the Company; and (v) all other records required to be maintained
        pursuant to the Act.

               (b)    The sole Member shall have the right, at all reasonable
        times and upon reasonable notice during usual business hours, to audit,
        examine and make copies of or extracts from the books of account of the
        Company for any purpose reasonably related to such Member's interest as
        the sole Member of the Company. Such right may be exercised through any
        agent or employee of such Member designated by it or by a certified
        public accountant designated by such Member. The sole Member shall bear
        all expenses incurred in any examination made for such Member's account.

        4.2    FILING OF RETURNS AND OTHER WRITINGS.

               (a)    The Company shall cause the preparation and timely filing
        of all Company tax returns and shall timely file all other writings
        required by any governmental authority having jurisdiction to require
        such filing.

                                      - 6 -


               (b)    The provisions of this SECTION 4.2 shall survive the
        termination of the Company and shall remain binding for as long a period
        of time as is necessary to resolve with the Internal Revenue Service or
        other governmental authority any and all matters regarding the Federal
        income or other taxation of the Company or the sole Member.

        4.3    RESERVES. The Company may establish such reserves as the Manager
shall from time to time determine to be necessary or appropriate.

                                    ARTICLE 5
                                   ALLOCATIONS

        5.1    ALLOCATION OF PROFIT AND LOSS. The profit and loss of the Company
for each Fiscal Year shall be attributed to the sole Member. For purposes of
determining profit, loss or any other items allocable to any period, profit,
loss and any such other items shall be determined on a daily, monthly or other
basis, as determined by the Manager using any permissible method under the Code
and the Treasury Regulations promulgated thereunder.

        5.2    TAX ALLOCATIONS. All items of income, gain, loss, deduction or
credit shall be attributed to the sole Member, as required by law.

                                    ARTICLE 6
                                  DISTRIBUTIONS

        6.1    DISTRIBUTIONS OTHER THAN PROCEEDS OF ANY LIQUIDATING TRANSACTION.
Subject to SECTION 6.2, Section 18-607 of the Act and any other applicable law,
Available Cash shall be applied and distributed from time to time, as the
Manager shall determine, to the sole Member.

        6.2    PROCEEDS OF ANY LIQUIDATING TRANSACTION. Upon the occurrence of
any transaction (a "LIQUIDATING TRANSACTION") involving the sale or other
disposition of all or substantially all of the assets of the Company, all
Available Cash resulting therefrom (or from any other source during the period
of winding up of the Company) shall be applied FIRST to the payment of any debts
or liabilities of the Company to creditors (including, as applicable, the sole
Member in its capacity as a creditor) or to the funding of reserves for debts or
liabilities not then due and owing and for contingent liabilities to the extent
deemed reasonable by the Manager and THEN to the sole Member. It is understood
and agreed that all payments under this SECTION 6.2 shall be made as soon as
reasonably practicable and in any event by the end of the Fiscal Year in which
such Liquidating Transaction occurs or, if later, within ninety (90) days after
the date of such Liquidating Transaction.

                                    ARTICLE 7
                       RIGHTS AND OBLIGATIONS OF MEMBERS;
                      MANAGEMENT OF THE COMPANY'S BUSINESS

        7.1    LIMITED LIABILITY. Except as otherwise provided by the Act, the
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the sole Member shall not be obligated personally for any such
debt, obligation or liability of the Company by reason of being a member of the

                                      - 7 -


Company. The sole Member shall not be required to lend any funds to the Company.

        7.2    MANAGEMENT AND CONTROL.

               (a)    The sole Member, in its capacity as such: (i) shall not
        participate in the management or control of the business of, or transact
        any business for or on behalf of, the Company; (ii) shall have no voting
        rights, except as specifically provided in this Agreement; and (iii)
        shall have no power to sign for or bind the Company. The Sole Member
        shall, however, have the approval rights expressly set forth elsewhere
        in this Agreement or specifically required by the Act.

               (b)    Except as otherwise specifically provided in this
        Agreement, the Manager shall have full authority and responsibility and
        exclusive and complete discretion in the management, control, operation
        and disposition of the business and assets of the Company for the
        purposes herein stated, shall make all decisions affecting the Company's
        business and assets and shall have full, complete and exclusive
        discretion to take any and all actions that the Company is authorized to
        take and to make all decisions with respect thereto. The Manager may
        appoint a President, one or more Vice Presidents, a Treasurer and a
        Secretary and such other officers as the Manager shall deem appropriate,
        each of which officers may, to the extent provided by the Manager, have
        the powers attendant to a similar officer of a Delaware corporation.
        Except as otherwise provided by the Act, the Manager shall not be
        personally liable for any of the debts, liabilities, obligations or
        contracts of the Company, nor shall the Manager, in its capacity as
        such, be required to contribute or lend any funds to the Company.

               (c)    Subject to the express provisions of this Agreement, the
        Manager shall have the authority to execute on behalf of the Company, as
        its authorized signatory, such agreements, contracts, instruments and
        other documents as it shall from time to time approve, such approval to
        be conclusively evidenced by its execution and delivery of any of the
        foregoing, including, without limitation: (i) checks, drafts, notes and
        other negotiable instruments; (ii) deeds of trust and assignments of
        rights; (iii) contracts for the sale of assets or relating to
        consulting, advisory or management services, deeds, leases, assignments
        and bills of sale; and (iv) loan agreements, mortgages, security
        agreements, pledge agreements and financing statements. The signature of
        the Manager on any such instrument, agreement, contract, lease,
        conveyance or document, or upon any check, draft, note or other
        negotiable instrument, shall be sufficient to bind the Company in
        respect thereof and shall conclusively evidence the authority of the
        Manager with respect thereto, and no third person need look to the
        application of funds or authority to act or require the joinder or
        consent of any other party.

        7.3    EVIDENCE OF AUTHORITY, ETC.

               (a)    Any Person dealing with the Company may rely on a
        certificate signed by the Manager as to:

                           (i)   the identity of the sole Member, the Manager or
                           the officers,

                                      - 8 -


                           employees or agents of the Company;

                           (ii)    the existence or nonexistence of any fact or
                           facts which constitute conditions precedent to acts
                           by the sole Member, the Manager, or any officer,
                           employee or agent or are in any other manner germane
                           to the affairs of the Company;

                           (iii)   who is authorized to execute and deliver any
                           instrument or document on behalf of the Company;

                           (iv)    the authenticity of a copy of this Agreement
                           and amendments hereto;

                           (v)     any act or failure to act by the Company or
                           as to any other matter whatsoever involving the
                           Company, the sole Member, the Manager, or any
                           officer, employee or agent; or

                           (vi)    the authority of the Manager or any officer,
                           employee or agent or other Person to act on behalf of
                           the Company.

        7.4    DESIGNATION OF MANAGER. The sole Member hereby confirms the
designation of the Person specified as the Manager in the first paragraph of
this Agreement as the Manager. By execution of this Agreement, such Person
hereby accepts such designation.

        7.5    OTHER BUSINESS, ETC.

               (a)    The Manager, sole Member and any Affiliate thereof may
        engage in or possess an interest in other business ventures (unconnected
        with the Company) of every kind and description, independently or with
        others, and the Company shall not have any rights in or to such
        independent ventures or the income or profits therefrom by virtue of
        this Agreement.

               (b)    Unless otherwise approved by the Company, no Person shall
        use any proprietary or confidential information owned by the Company
        other than for the benefit of the Company, whether or not such Person
        remains a Member, Affiliate, Manager, director, officer or employee of
        the Company.

        7.6    STANDARD OF CARE; INDEMNIFICATION OF MEMBERS, OFFICERS, EMPLOYEES
               AND AGENTS.

               (a)    No Member shall have any personal liability whatsoever to
        the Company or any other Member on account of such Member's status as a
        Member or by reason of such Member's acts or omissions in connection
        with the conduct of the business of the Company.

               (b)    The Company shall indemnify and hold harmless each Member
        and the affiliates of any Member (each an "Indemnified Person") against
        any and all losses, claims, damages, expenses and liabilities
        (including, but not limited to, any investigation, legal

                                      - 9 -


        and other reasonable expenses incurred in connection with, and any
        amounts paid in settlement of, any action, suit, proceeding or claim) of
        any kind or nature whatsoever that such Indemnified Person may at any
        time become subject to or liable for by reason of the formation,
        operation or termination of the Company, or the Indemnified Person's
        acting as a Member under this Agreement, or the authorized actions of
        such Indemnified Person in connection with the conduct of the affairs of
        the Company (including, without limitation, indemnification against
        negligence, gross negligence or breach of duty). The indemnities
        provided hereunder shall survive termination of the Company and this
        Agreement. Costs and expenses that are subject to indemnification
        hereunder shall, at the request of any Indemnified Person, be advanced
        by the Company to or on behalf of such Indemnified Person prior to final
        resolution of a matter, so long as such Indemnified Person shall have
        provided the Company with a written undertaking to reimburse the Company
        for all amounts so advanced if it is ultimately determined that the
        Indemnified Person is not entitled to indemnification hereunder.

               (c)    The contract rights to indemnification and to the
        advancement of expenses conferred in this Section 7.6 shall not be
        exclusive of any other right that any person may have or hereafter
        acquire under any statute, agreement, vote of the Members or otherwise.

               (d)    The Company may maintain insurance, at its expense, to
        protect itself and any Member, employee or agent of the Company or
        another limited liability company, corporation, partnership, joint
        venture, trust or other enterprise against any expense, liability or
        loss, whether or not the Company would have the power to indemnify such
        person against such expense, liability or loss under the Delaware Act.

               (e)    The Company may, to the extent authorized from time to
        time by the Members, grant rights to indemnification and to advancement
        of expenses to any officer, employee or agent of the Company to the
        fullest extent of the provisions of this Section 7.6 with respect to the
        indemnification and advancement of expenses of Members of the Company.

               (f)    Notwithstanding the foregoing provisions of this Section
        7.6, the Company shall indemnify an Indemnified Person in connection
        with a proceeding (or part thereof) initiated by such Indemnified
        Person only if such proceeding (or part thereof) was authorized by the
        Members; provided, however, that an Indemnified Person shall be entitled
        to reimbursement of his or her reasonable counsel fees with respect to a
        proceeding (or part thereof) initiated by such Indemnified Person to
        enforce his or her right to indemnity or advancement of expenses under
        the provisions of this Section 7.6 to the extent the Indemnified Person
        is successful on the merits in such proceeding (or part thereof).

                                    ARTICLE 8
                                   TERMINATION

        8.1    EVENTS OF DISSOLUTION.

                                     - 10 -


               (a)    In accordance with Section 18-801 of the Act, the Company
        shall be dissolved and the affairs of the Company wound up upon (i) a
        determination of the sole Member to dissolve the Company; or (ii) entry
        of a judicial decree of dissolution.

               (b)    Dissolution of the Company shall be effective on the day
        on which a determination of the sole Member to dissolve the Company
        occurs or the day on which a judicial decree of dissolution is entered,
        but the Company shall not terminate until the assets of the Company
        shall have been distributed as provided herein and a certificate of
        cancellation of the Company has been filed with the Secretary of State
        of Delaware.

        8.2    APPLICATION OF ASSETS. In the event of dissolution, the Company
shall conduct only such activities as are necessary to wind up its affairs
(including the sale of the assets of the Company in an orderly manner), and the
assets of the Company shall be applied in the manner, and in the order of
priority, set forth in SECTION 6.2.

                                    ARTICLE 9
                                  MISCELLANEOUS

        9.1    NOTICES.

               (a)    Any and all notices, consents, offers, elections and other
        communications required or permitted under this Agreement shall be
        deemed adequately given only if in writing and the same shall be
        delivered either in hand or by Federal Express or similar expedited
        commercial carrier, addressed to the recipient of the notice, postage
        prepaid and registered, or with all freight charges prepaid (if by
        Federal Express or similar carrier).

               (b)    All notices, demands and requests to be sent hereunder
        shall be deemed to have been given for all purposes of this Agreement
        upon the date of receipt or refusal.

               (c)    All such notices, demands and requests shall be addressed
        to the address set forth on SCHEDULE A hereto or to such other United
        States address as the Member may have designated for itself by written
        notice to the Company in the manner herein prescribed, except that
        notices of change of address shall be effective only upon receipt.

        9.2    WORD MEANINGS. The words such as "herein", "hereinafter",
"hereof" and "hereunder" refer to this Agreement as a whole and not merely to a
subdivision in which such words appear unless the context otherwise requires.
The singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, unless the context otherwise requires.

        9.3    BINDING PROVISIONS. The covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the heirs, executors,
administrators and legal representatives or successors and assigns, as the case
may be, of the party hereto.

        9.4    APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware. In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control and

                                     - 11 -


take precedence.

        9.5    SEPARABILITY OF PROVISIONS. Each provision of this Agreement
shall be considered separable and if for any reason any provision or provisions
herein are determined to be invalid, unenforceable or illegal under any existing
or future law, such invalidity, unenforceability or illegality shall not impair
the operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

        9.6    COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

        9.7    ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the sole Member and the Company with respect to the
transactions contemplated herein and supersedes all prior understandings or
agreements in respect of such transactions.

        9.8    AMENDMENTS. This Agreement shall not be amended except with the
prior written consent of the sole Member. Any consent may be given subject to
satisfaction of conditions stated therein. 9.9

        9.9    INVESTMENT REPRESENTATIONS. The sole Member understands that its
Company Interest has not been registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), on the grounds that its acquisition of such
Company Interest is exempt under Section 4(2) of the Securities Act as not
involving a public offering.

        9.10   TAX PRINCIPLES. For so long as the Company is owned by a sole
Member, it shall be treated as a disregarded entity for Federal and state income
tax purposes pursuant to Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and corresponding provisions of state law. Upon the admission to the
Company of more than one Member, the Company shall be treated as having become,
in the manner prescribed by Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and Internal Revenue Service Revenue Rulings 99-5 and 99-6, a
partnership for Federal and state income tax purposes pursuant to Sections
301.7701-2 and 301.7701-3 of the Treasury Regulations and corresponding
provisions of state law, and this Agreement will be amended accordingly to
reflect the same.

                  [remainder of page intentionally left blank]

                                     - 12 -


        IN WITNESS WHEREOF, the undersigned has executed and delivered this
Agreement under seal as of the day and year first above written.

                                   PJC SPECIAL REALTY HOLDINGS, INC.,
                                   a Delaware corporation

                                   BY: /s/ Michel Coutu
                                           Michel Coutu
                                           President

                                     - 13 -


                                TABLE OF CONTENTS
                                   (continued)

                                  SCHEDULE A TO
             PJC REALTY N.E. LLC LIMITED LIABILITY COMPANY AGREEMENT



     Name and Address                                      Company Interest
     ----------------                                      ----------------
                                                              
                  MEMBER
     PJC Special Realty Holdings, Inc.                           100%
     50 Service Avenue
     Warwick, Rhode Island 02886




                                TABLE OF CONTENTS
                                   (continued)



                                                                            Page
                                                                            ----
                                                                           
ARTICLE 1  DEFINITIONS                                                         1

ARTICLE 2  FORMATION OF LIMITED LIABILITY COMPANY                              3
    2.1         Formation                                                      3
    2.2         Company Name                                                   3
    2.3         The Certificate, Etc                                           3
    2.4         Principal Business Office, Registered Office
                and Registered Agent                                           3
    2.5         Term of Company                                                3
    2.6         Purposes                                                       3
    2.7         Powers                                                         3

ARTICLE 3  CAPITALIZATION                                                      5
    3.1         Capitalization.                                                5

ARTICLE 4  BOOKS; ACCOUNTING; REPORTS                                          5
    4.1         Books and Records; Inspection.                                 5
    4.2         Filing of Returns and Other Writings.                          5
    4.3         Reserves                                                       6

ARTICLE 5  ALLOCATIONS                                                         6
    5.1         Allocation of Profit and Loss                                  6
    5.2         Tax Allocations                                                6

ARTICLE 6  DISTRIBUTIONS                                                       6
    6.1         Distributions Other Than Proceeds of Any Liquidating
                Transaction                                                    6
    6.2         Proceeds of Any Liquidating Transaction                        6

ARTICLE 7  RIGHTS AND OBLIGATIONS OF MEMBERS; MANAGEMENT OF THE
COMPANY'S BUSINESS                                                             6
    7.1         Limited Liability                                              6
    7.2         Management and Control.                                        7
    7.3         Evidence of Authority, Etc.                                    7
    7.4         Designation of Manager                                         8
    7.5         Other Business, Etc.                                           8
    7.6         Standard of Care; Indemnification of Members, Officers,
                Employees and Agents.                                          8

ARTICLE 8  TERMINATION                                                         9
    8.1         Events of Dissolution.                                         9
    8.2         Application of Assets                                         10

ARTICLE 9  MISCELLANEOUS                                                      10
    9.1         Notices.                                                      10
    9.2         Word Meanings                                                 10
    9.3         Binding Provisions                                            10
    9.4         Applicable Law                                                10


                                     - 15 -


                                TABLE OF CONTENTS
                                   (continued)



                                                                            Page
                                                                            ----
                                                                           
    9.5         Separability of Provisions                                    10
    9.6         Counterparts                                                  11
    9.7         Entire Agreement                                              11
    9.8         Amendments                                                    11
    9.9         Investment Representations                                    11
    9.10        Tax Principles                                                11


                                     - 16 -

EX-3.43

                                                                    Exhibit 3.43

                                                                          PAGE 1

                                    DELAWARE
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PJC DORCHESTER REALTY LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE EIGHTH DAY OF JANUARY, A. D. 2002, AT 9
O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SEVENTH DAY OF MAY, A. D. 2003,
AT 3:39 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.


                                      /s/ Harriet Smith Windsor
                                      -------------------------
                                      Harriet Smith Windsor, Secretary of State
3477740    8100H  [SEAL]               AUTHENTICATION:  3256644

040547220                                       DATE:  07-27-04




                            CERTIFICATE OF FORMATION

                                       OF

                            PJC DORCHESTER REALTY LLC

     This Certificate of Formation of PJC DORCHESTER REALTY LLC (the "COMPANY"),
dated as of January 8, 2002, is being duly executed and filed by the
undersigned, as authorized person, to form a limited liability company under the
Delaware Limited Liability Company Act (6 DEL. C. Sec. 18-101, ET SEQ.).

     FIRST. The name of the limited liability company formed hereby is PJC
Dorchester Realty LLC.

     SECOND. The address of the registered office in the State of Delaware is
2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.
The name of its Registered Agent at such address is Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.


                                             /s/ Julianne M. Ells
                                      -----------------------------------
                                      Julianne M. Ells, Authorized Person


                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 01/08/2002
                                                          020014245 - 3477740



                                                        STATE OF DELAWARE
                                                       SECRETARY OF STATE
                                                    DIVISION OF CORPORATIONS
                                                  DELIVERED O5:04 PM 05/27/2003
                                                    FILED 03:39 PM 05/27/2003
                                                  SRV 030343815 - 3477740 FILE

                            CERTIFICATE OF AMENDMENT

                                       OF

                            CERTIFICATE OF FORMATION

                                       OF

                            PJC DORCHESTER REALTY LLC

                        PURSUANT TO SECTION 18-202 OF THE
                     DELAWARE LIMITED LIABILITY COMPANY ACT

                                     * * * *

1)   The name of the Limited Liability Company is PJC Dorchester Realty LLC.

2)   The Certificate of Amendment is hereby amended to change Article "2" of the
     Certificate of Formation to read as follows:

     "2. The address of the registered office in the State of Delaware is 615
     South DuPont Highway, in the City of Dover, County of Kent, 19901. The name
     of its registered agent at such address is NATIONAL CORPORATE RESEARCH,
     LTD."

     The undersigned, an authorized person of the limited liability company,
executes this Certificate of Amendment on May 27, 2003.


                                            /s/Randy Wyrofsky
                                            ------------------------
                                            Authorized Person

EX-3.44

                                                                    Exhibit 3.44

                            PJC DORCHESTER REALTY LLC

                       LIMITED LIABILITY COMPANY AGREEMENT

                           Dated as of January 8, 2002



                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                            PJC DORCHESTER REALTY LLC

        THIS LIMITED LIABILITY COMPANY AGREEMENT of PJC DORCHESTER REALTY LLC,
dated as of January 8, 2002, entered into by PJC SPECIAL REALTY HOLDINGS, INC.,
a Delaware corporation with its principal office at 50 Service Avenue, Warwick,
Rhode Island 02886 ("PJC Special"), as the sole Member and Manager of PJC
DORCHESTER REALTY LLC (the "COMPANY"),

                                WITNESSETH THAT:

        WHEREAS, the Company shall be formed as a limited liability company
pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Sections
18-101 ET SEQ. (as from time to time amended and including any successor statute
of similar import, the "ACT") as of and by the filing of a Certificate of
Formation (the "CERTIFICATE") in the office of the Secretary of State of
Delaware; and

        WHEREAS, PJC Special wishes to set out its rights, obligations and
duties as the sole Member and Manager with respect to the Company and its
business, management and operations;

        NOW, THEREFORE, the sole Member hereby constitutes a limited liability
company for the purposes and on the terms and conditions set forth in this
Agreement as follows:

                                    ARTICLE 1
                                   DEFINITIONS

        Capitalized terms used in this Agreement shall have the meanings set
forth below or in the section of this Agreement referred to below:

        "ACT" shall have the meaning set forth in the recitals to this
Agreement.

        "AFFILIATE" shall mean, with respect to any Person, (i) in the case of
any such Person which is a partnership, any partner in such partnership; (ii)
any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent
with respect to such Person or to one or more of the Persons referred to in
preceding clause (i); and (iii) any other Person who is an officer, director,
trustee or employee of, or partner in, such Person or any Person referred to in
the preceding clauses (i) and (ii); PROVIDED, HOWEVER, that such term shall not
include within its meaning the Company itself or a Subsidiary of the Company.

        "AGREEMENT" shall mean this Limited Liability Company Agreement,
including all schedules and exhibits hereto, as it and they may be amended,
restated or supplemented from time to time as herein provided.

        "AVAILABLE CASH" shall mean the excess of (i) the cash and short term
investments of the

                                      - 2 -


Company over (ii) any reserves established from time to time in accordance with
SECTION 4.3.

        "CERTIFICATE" shall mean the Certificate of Formation of Limited
Liability Company of the Company as provided for pursuant to the Act, as
originally filed with the office of the Secretary of State of Delaware, as
amended and restated from time to time as herein provided.

        "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any subsequent Federal law of similar import, and, to the
extent applicable, any Treasury Regulations promulgated thereunder.

        "COMPANY" shall mean the limited liability company hereby established in
accordance with this Agreement, as such limited liability company may from time
to time be constituted.

        "COMPANY INTEREST" shall mean the interest of the sole Member in the
Company, as expressed on Schedule A opposite such Member's name.

        "ENTITY" shall mean any general partnership, limited partnership,
corporation, joint venture, trust, limited liability company, business trust,
cooperative, association, or governmental unit.

        "FISCAL YEAR" shall mean the fiscal year of the Company and shall be the
same as the taxable year of its sole Member. Each Fiscal Year shall commence on
the day immediately following the last day of the immediately preceding Fiscal
Year.

        "LIQUIDATING TRANSACTION" shall have the meaning set forth in SECTION
6.2.

        "MANAGER" shall mean PJC Special.

        "MEMBER" shall mean PJC Special.

        "PARENT" shall mean, with respect to any Person, any Person which owns
directly, or indirectly through one or more Subsidiaries, twenty percent (20%)
or more of the voting or beneficial interest in, or otherwise has the right or
power (whether by contract, through ownership of securities or otherwise) to
control, such Person.

        "PERSON" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so admits.

        "SUBSIDIARY" shall mean, with respect to any Person, any Entity (i) in
which such Person owns directly, or indirectly through one or more Subsidiaries,
twenty percent (20%) or more of the voting or beneficial interest; or (ii) which
such Person otherwise has the right or power to control (whether by contract,
through ownership of securities or otherwise).

        "TREASURY REGULATIONS" shall mean the Federal income tax regulations,
including any temporary or proposed regulations, promulgated under the Code, as
such Treasury Regulations may be amended from time to time (it being understood
that all references herein to specific sections of the Treasury Regulations
shall be deemed also to refer to any corresponding

                                      - 3 -


provisions of succeeding Treasury Regulations).

                                    ARTICLE 2
                     FORMATION OF LIMITED LIABILITY COMPANY

        2.1    FORMATION. The Company is hereby formed as a limited liability
company under and pursuant to the Act.

        2.2    COMPANY NAME. The name of the Company shall be "PJC Dorchester
Realty LLC". The business of the Company shall be conducted under such name or
such other names as may from time to time be established by the Manager.

        2.3    THE CERTIFICATE, ETC. The filing of the Certificate with the
Secretary of State of Delaware by the Manager is hereby ratified and confirmed
by the sole Member. The Manager hereby agrees to cause to be executed, filed and
recorded all such other certificates and documents, including amendments to the
Certificate, and to cause to be done such other acts as may be necessary or
appropriate to comply with all requirements for the formation, continuation and
operation of a limited liability company, the ownership of property, and the
conduct of business under the laws of the State of Delaware and any other
jurisdiction in which the Company may own property or conduct business.

        2.4    PRINCIPAL BUSINESS OFFICE, REGISTERED OFFICE AND REGISTERED
AGENT. The principal business office of the Company shall be located at 50
Service Avenue, Warwick, Rhode Island 02886, or at such other location as may
hereafter be designated by the Manager. The registered office of the Company
shall be 2711 Centerville Road, Suite 400, Wilmington, New Castle County,
Delaware 19808. The registered agent for service of process on the Company shall
be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington,
New Castle County, Delaware 19808. The principal business office, the registered
office and the registered agent of the Company may be changed from time to time
by the Manager and in accordance with the then applicable provisions of the Act
and any other applicable laws.

        2.5    TERM OF COMPANY. The term of the Company shall commence on the
date of the initial filing of the Certificate with the office of the Secretary
of State of Delaware and shall continue until dissolved pursuant to the
provisions of SECTION 8.1.

        2.6    PURPOSES. The purposes of the Company are to engage in any lawful
business that may be engaged in by a limited 1iability company organized under
the Act. In addition, and not in limitation of the foregoing, the Company shall
have the following purposes: (i) to acquire, hold, own, operate, maintain,
improve, expand, sell, pledge, mortgage, develop, lease, manage, subdivide,
exchange or otherwise dispose of real and personal property of every kind and
description and interests in Entities which own (directly or indirectly) real
and personal property, and (ii) to acquire, hold, own, manage, sell, exchange or
otherwise dispose of investments of every kind and description and interests in
Entities which own (directly and indirectly) interests in businesses or ventures
of every kind.

        2.7    POWERS.  In furtherance of its purposes, but subject to all of
the provisions of this

                                      - 4 -


Agreement, the Company shall have the power and is hereby authorized to:

               (a)    acquire by purchase, lease, contribution of property or
        otherwise and own, hold, sell, convey, transfer or dispose of real or
        personal property or securities or other interests in Entities which own
        or hold, directly or indirectly, real property or interests in
        businesses or ventures which may be necessary, convenient or incidental
        to the accomplishment of the purposes of the Company;

               (b)    operate, purchase, maintain, finance, improve, expand,
        own, sell, convey, assign, mortgage, lease or demolish or otherwise
        dispose of real or personal property or securities or other interests in
        Entities which own or hold, directly or indirectly, real property or
        interests in businesses or ventures which may be necessary, convenient
        or incidental to the accomplishment of the purposes of the Company;

               (c)    borrow money and issue evidences of indebtedness in
        furtherance of any or all of the purposes of the Company, and secure the
        same by mortgage, pledge or other lien on the assets of the Company;

               (d)    invest any funds of the Company pending distribution or
        payment of the same pursuant to the provisions of this Agreement;

               (e)    prepay in whole or in part, refinance, recast, increase,
        modify or extend any indebtedness of the Company and, in connection
        therewith, execute any extensions, renewals or modifications of any
        mortgage or security agreement securing such indebtedness;

               (f)    enter into, perform and carry out contracts of any kind,
        including, without limitation, contracts with any Affiliate of a Member
        and contracts in respect of rendering operating or management services
        or in respect of acting as a manager to any Person or Persons, necessary
        to, in connection with, or incidental to the accomplishment of the
        purposes of the Company;

               (g)    establish reserves for capital expenditures, working
        capital, debt service, taxes, assessments, insurance premiums, repairs,
        improvements, depreciation, depletion, obsolescence, and general
        maintenance of buildings and other property out of the rents, profits,
        or other income received;

               (h)    employ or otherwise engage employees, managers,
        contractors, advisors and consultants and pay reasonable compensation
        for such services;

               (i)    enter into partnerships, limited liability companies or
        other ventures with other Persons in furtherance of the purposes of the
        Company; and

               (j)    do such other things and engage in such other activities
        related to the foregoing as may be necessary, convenient or advisable
        with respect to the conduct of the business of the Company, and have and
        exercise all of the powers and rights conferred upon limited liability
        companies formed pursuant to the Act.

                                      - 5 -


                                    ARTICLE 3
                                 CAPITALIZATION

        3.1    CAPITALIZATION.

               (a)    The sole Member shall contribute or cause to be
        contributed to the Company as promptly as possible following the
        execution of this Agreement, the sum of One Thousand and 00/100 Dollars
        ($1,000.00) in cash in consideration for which the sole Member shall be
        issued and shall be deemed to own 100% of the member interest of the
        Company. Such member interest shall not be certificated.

               (b)    The sole Member may from time to time contribute or cause
        to be contributed to the Company such additional money or property as
        the sole Member may desire to contribute, provided that at no time shall
        the sole Member be required to contribute any cash or property other
        than the aforesaid sum of One Thousand and 00/100 Dollars ($1,000.00).

                                    ARTICLE 4
                           BOOKS; ACCOUNTING; REPORTS

        4.1    BOOKS AND RECORDS; INSPECTION.

               (a)    The Company shall keep, or cause to be kept, complete and
        accurate books and records of account of the Company. The Company shall
        maintain the following at its principal business office: (i) a writing
        setting forth the sole Member's full name and last known business
        address; (ii) a copy of the Certificate, including all certificates of
        amendment thereto and executed copies of all powers of attorney pursuant
        to which the Certificate or any certificate of amendment has been
        executed; (iii) copies of the Company's Federal, state and local income
        tax returns and reports, if any, for the three (3) most recent Fiscal
        Years of the Company; (iv) copies of this Agreement and of any financial
        statements of the Company for the three (3) most recent Fiscal Years of
        the Company; and (v) all other records required to be maintained
        pursuant to the Act.

               (b)    The sole Member shall have the right, at all reasonable
        times and upon reasonable notice during usual business hours, to audit,
        examine and make copies of or extracts from the books of account of the
        Company for any purpose reasonably related to such Member's interest as
        the sole Member of the Company. Such right may be exercised through any
        agent or employee of such Member designated by it or by a certified
        public accountant designated by such Member. The sole Member shall bear
        all expenses incurred in any examination made for such Member's account.

        4.2    FILING OF RETURNS AND OTHER WRITINGS.

               (a)    The Company shall cause the preparation and timely filing
        of all Company tax returns and shall timely file all other writings
        required by any governmental authority having jurisdiction to require
        such filing.

                                      - 6 -


               (b)    The provisions of this SECTION 4.2 shall survive the
        termination of the Company and shall remain binding for as long a period
        of time as is necessary to resolve with the Internal Revenue Service or
        other governmental authority any and all matters regarding the Federal
        income or other taxation of the Company or the sole Member.

        4.3    RESERVES. The Company may establish such reserves as the
Manager shall from time to time determine to be necessary or appropriate.

                                    ARTICLE 5
                                   ALLOCATIONS

        5.1    ALLOCATION OF PROFIT AND LOSS. The profit and loss of the
Company for each Fiscal Year shall be attributed to the sole Member. For
purposes of determining profit, loss or any other items allocable to any period,
profit, loss and any such other items shall be determined on a daily, monthly or
other basis, as determined by the Manager using any permissible method under the
Code and the Treasury Regulations promulgated thereunder.

        5.2    TAX ALLOCATIONS. All items of income, gain, loss, deduction or
credit shall be attributed to the sole Member, as required by law.

                                    ARTICLE 6
                                  DISTRIBUTIONS

        6.1    DISTRIBUTIONS OTHER THAN PROCEEDS OF ANY LIQUIDATING TRANSACTION.
Subject to SECTION 6.2, Section 18-607 of the Act and any other applicable law,
Available Cash shall be applied and distributed from time to time, as the
Manager shall determine, to the sole Member.

        6.2    PROCEEDS OF ANY LIQUIDATING TRANSACTION. Upon the occurrence of
any transaction (a "LIQUIDATING TRANSACTION") involving the sale or other
disposition of all or substantially all of the assets of the Company, all
Available Cash resulting therefrom (or from any other source during the period
of winding up of the Company) shall be applied FIRST to the payment of any debts
or liabilities of the Company to creditors (including, as applicable, the sole
Member in its capacity as a creditor) or to the funding of reserves for debts or
liabilities not then due and owing and for contingent liabilities to the extent
deemed reasonable by the Manager and THEN to the sole Member. It is understood
and agreed that all payments under this SECTION 6.2 shall be made as soon as
reasonably practicable and in any event by the end of the Fiscal Year in which
such Liquidating Transaction occurs or, if later, within ninety (90) days after
the date of such Liquidating Transaction.

                                    ARTICLE 7
                       RIGHTS AND OBLIGATIONS OF MEMBERS;
                      MANAGEMENT OF THE COMPANY'S BUSINESS

        7.1    LIMITED LIABILITY. Except as otherwise provided by the Act, the
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the sole Member shall not be obligated personally for any such
debt, obligation or liability of the Company by reason of being a member of the

                                      - 7 -


Company. The sole Member shall not be required to lend any funds to the Company.

        7.2    MANAGEMENT AND CONTROL.

               (a)    The sole Member, in its capacity as such: (i) shall not
        participate in the management or control of the business of, or transact
        any business for or on behalf of, the Company; (ii) shall have no voting
        rights, except as specifically provided in this Agreement; and (iii)
        shall have no power to sign for or bind the Company. The Sole Member
        shall, however, have the approval rights expressly set forth elsewhere
        in this Agreement or specifically required by the Act.

               (b)    Except as otherwise specifically provided in this
        Agreement, the Manager shall have full authority and responsibility and
        exclusive and complete discretion in the management, control, operation
        and disposition of the business and assets of the Company for the
        purposes herein stated, shall make all decisions affecting the Company's
        business and assets and shall have full, complete and exclusive
        discretion to take any and all actions that the Company is authorized to
        take and to make all decisions with respect thereto. The Manager may
        appoint a President, one or more Vice Presidents, a Treasurer and a
        Secretary and such other officers as the Manager shall deem appropriate,
        each of which officers may, to the extent provided by the Manager, have
        the powers attendant to a similar officer of a Delaware corporation.
        Except as otherwise provided by the Act, the Manager shall not be
        personally liable for any of the debts, liabilities, obligations or
        contracts of the Company, nor shall the Manager, in its capacity as
        such, be required to contribute or lend any funds to the Company.

               (c)    Subject to the express provisions of this Agreement, the
        Manager shall have the authority to execute on behalf of the Company, as
        its authorized signatory, such agreements, contracts, instruments and
        other documents as it shall from time to time approve, such approval to
        be conclusively evidenced by its execution and delivery of any of the
        foregoing, including, without limitation: (i) checks, drafts, notes and
        other negotiable instruments; (ii) deeds of trust and assignments of
        rights; (iii) contracts for the sale of assets or relating to
        consulting, advisory or management services, deeds, leases, assignments
        and bills of sale; and (iv) loan agreements, mortgages, security
        agreements, pledge agreements and financing statements. The signature of
        the Manager on any such instrument, agreement, contract, lease,
        conveyance or document, or upon any check, draft, note or other
        negotiable instrument, shall be sufficient to bind the Company in
        respect thereof and shall conclusively evidence the authority of the
        Manager with respect thereto, and no third person need look to the
        application of funds or authority to act or require the joinder or
        consent of any other party.

        7.3    EVIDENCE OF AUTHORITY, ETC.

               (a)    Any Person dealing with the Company may rely on a
        certificate signed by the Manager as to:

                         (i)    the identity of the sole Member, the Manager or
                         the officers,

                                      - 8 -


               employees or agents of the Company;

                         (ii)   the existence or nonexistence of any fact or
                         facts which constitute conditions precedent to acts by
                         the sole Member, the Manager, or any officer, employee
                         or agent or are in any other manner germane to the
                         affairs of the Company;

                         (iii)  who is authorized to execute and deliver any
                         instrument or document on behalf of the Company;

                         (iv)   the authenticity of a copy of this Agreement and
                         amendments hereto;

                         (v)    any act or failure to act by the Company or as
                         to any other matter whatsoever involving the Company,
                         the sole Member, the Manager, or any officer, employee
                         or agent; or

                         (vi)   the authority of the Manager or any officer,
                         employee or agent or other Person to act on behalf of
                         the Company.

        7.4    DESIGNATION OF MANAGER. The sole Member hereby confirms the
designation of the Person specified as the Manager in the first paragraph of
this Agreement as the Manager. By execution of this Agreement, such Person
hereby accepts such designation.

        7.5    OTHER BUSINESS, ETC.

               (a)    The Manager, sole Member and any Affiliate thereof may
        engage in or possess an interest in other business ventures (unconnected
        with the Company) of every kind and description, independently or with
        others, and the Company shall not have any rights in or to such
        independent ventures or the income or profits therefrom by virtue of
        this Agreement.

               (b)    Unless otherwise approved by the Company, no Person shall
        use any proprietary or confidential information owned by the Company
        other than for the benefit of the Company, whether or not such Person
        remains a Member, Affiliate, Manager, director, officer or employee of
        the Company.

        7.6    STANDARD OF CARE; INDEMNIFICATION OF MEMBERS, OFFICERS, EMPLOYEES
               AND AGENTS.

               (a)    No Member shall have any personal liability whatsoever to
        the Company or any other Member on account of such Member's status as a
        Member or by reason of such Member's acts or omissions in connection
        with the conduct of the business of the Company.

               (b)    The Company shall indemnify and hold harmless each Member
        and the affiliates of any Member (each an "Indemnified Person") against
        any and all losses, claims, damages, expenses and liabilities
        (including, but not limited to, any investigation, legal

                                      - 9 -


        and other reasonable expenses incurred in connection with, and any
        amounts paid in settlement of, any action, suit, proceeding or claim) of
        any kind or nature whatsoever that such Indemnified Person may at any
        time become subject to or liable for by reason of the formation,
        operation or termination of the Company, or the Indemnified Person's
        acting as a Member under this Agreement, or the authorized actions of
        such Indemnified Person in connection with the conduct of the affairs of
        the Company (including, without limitation, indemnification against
        negligence, gross negligence or breach of duty). The indemnities
        provided hereunder shall survive termination of the Company and this
        Agreement. Costs and expenses that are subject to indemnification
        hereunder shall, at the request of any Indemnified Person, be advanced
        by the Company to or on behalf of such Indemnified Person prior to final
        resolution of a matter, so long as such Indemnified Person shall have
        provided the Company with a written undertaking to reimburse the Company
        for all amounts so advanced if it is ultimately determined that the
        Indemnified Person is not entitled to indemnification hereunder.

               (c)    The contract rights to indemnification and to the
        advancement of expenses conferred in this Section 7.6 shall not be
        exclusive of any other right that any person may have or hereafter
        acquire under any statute, agreement, vote of the Members or otherwise.

               (d)    The Company may maintain insurance, at its expense, to
        protect itself and any Member, employee or agent of the Company or
        another limited liability company, corporation, partnership, joint
        venture, trust or other enterprise against any expense, liability or
        loss, whether or not the Company would have the power to indemnify such
        person against such expense, liability or loss under the Delaware Act.

               (e)    The Company may, to the extent authorized from time to
        time by the Members, grant rights to indemnification and to advancement
        of expenses to any officer, employee or agent of the Company to the
        fullest extent of the provisions of this Section 7.6 with respect to the
        indemnification and advancement of expenses of Members of the Company.

               (f)    Notwithstanding the foregoing provisions of this Section
        7.6, the Company shall indemnify an Indemnified Person in connection
        with a proceeding (or part thereof) initiated by such Indemnified Person
        only if such proceeding (or part thereof) was authorized by the Members;
        provided, however, that an Indemnified Person shall be entitled to
        reimbursement of his or her reasonable counsel fees with respect to a
        proceeding (or part thereof) initiated by such Indemnified Person to
        enforce his or her right to indemnity or advancement of expenses under
        the provisions of this Section 7.6 to the extent the Indemnified Person
        is successful on the merits in such proceeding (or part thereof).

                                    ARTICLE 8
                                   TERMINATION

        8.1    EVENTS OF DISSOLUTION.

                                     - 10 -


               (a)    In accordance with Section 18-801 of the Act, the Company
        shall be dissolved and the affairs of the Company wound up upon (i) a
        determination of the sole Member to dissolve the Company; or (ii) entry
        of a judicial decree of dissolution.

               (b)    Dissolution of the Company shall be effective on the day
        on which a determination of the sole Member to dissolve the Company
        occurs or the day on which a judicial decree of dissolution is entered,
        but the Company shall not terminate until the assets of the Company
        shall have been distributed as provided herein and a certificate of
        cancellation of the Company has been filed with the Secretary of State
        of Delaware.

        8.2    APPLICATION OF ASSETS. In the event of dissolution, the Company
shall conduct only such activities as are necessary to wind up its affairs
(including the sale of the assets of the Company in an orderly manner), and the
assets of the Company shall be applied in the manner, and in the order of
priority, set forth in SECTION 6.2.

                                    ARTICLE 9
                                  MISCELLANEOUS

        9.1    NOTICES.

               (a)    Any and all notices, consents, offers, elections and other
        communications required or permitted under this Agreement shall be
        deemed adequately given only if in writing and the same shall be
        delivered either in hand or by Federal Express or similar expedited
        commercial carrier, addressed to the recipient of the notice, postage
        prepaid and registered, or with all freight charges prepaid (if by
        Federal Express or similar carrier).

               (b)    All notices, demands and requests to be sent hereunder
        shall be deemed to have been given for all purposes of this Agreement
        upon the date of receipt or refusal.

               (c)    All such notices, demands and requests shall be addressed
        to the address set forth on SCHEDULE A hereto or to such other United
        States address as the Member may have designated for itself by written
        notice to the Company in the manner herein prescribed, except that
        notices of change of address shall be effective only upon receipt.

        9.2    WORD MEANINGS. The words such as "herein", "hereinafter", "hereof
and "hereunder" refer to this Agreement as a whole and not merely to a
subdivision in which such words appear unless the context otherwise requires.
The singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, unless the context otherwise requires.

        9.3    BINDING PROVISIONS. The covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the heirs, executors,
administrators and legal representatives or successors and assigns, as the case
may be, of the party hereto.

        9.4    APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware. In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control and

                                     - 11 -


take precedence.

        9.5    SEPARABILITY OF PROVISIONS. Each provision of this Agreement
shall be considered separable and if for any reason any provision or provisions
herein are determined to be invalid, unenforceable or illegal under any existing
or future law, such invalidity, unenforceability or illegality shall not impair
the operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

        9.6    COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

        9.7    ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the sole Member and the Company with respect to the
transactions contemplated herein and supersedes all prior understandings or
agreements in respect of such transactions.

        9.8    AMENDMENTS. This Agreement shall not be amended except with the
prior written consent of the sole Member. Any consent may be given subject to
satisfaction of conditions stated therein.

        9.9    INVESTMENT REPRESENTATIONS. The sole Member understands that its
Company Interest has not been registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), on the grounds that its acquisition of such
Company Interest is exempt under Section 4(2) of the Securities Act as not
involving a public offering.

        9.10   TAX PRINCIPLES. For so long as the Company is owned by a sole
Member, it shall be treated as a disregarded entity for Federal and state income
tax purposes pursuant to Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and corresponding provisions of state law. Upon the admission to the
Company of more than one Member, the Company shall be treated as having become,
in the manner prescribed by Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and Internal Revenue Service Revenue Rulings 99-5 and 99-6, a
partnership for Federal and state income tax purposes pursuant to Sections
301.7701-2 and 301.7701-3 of the Treasury Regulations and corresponding
provisions of state law, and this Agreement will be amended accordingly to
reflect the same.

                  [remainder of page intentionally left blank]

                                     - 12 -


        IN WITNESS WHEREOF, the undersigned has executed and delivered this
Agreement under seal as of the day and year first above written.

                                    PJC SPECIAL REALTY HOLDINGS, INC.,
                                    a Delaware corporation

                                    By: /s/ Michel Coutu
                                        Michel Coutu
                                        President

                                     - 13 -


                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page
                                                                            ----

                                  SCHEDULE A TO
             PJC REALTY N.E. LLC LIMITED LIABILITY COMPANY AGREEMENT



     Name and Address                                      Company Interest
     ----------------                                      ----------------
                                                              
         MEMBER
     PJC Special Realty Holdings, Inc.                           100%
     50 Service Avenue
     Warwick, Rhode Island 02886




                                TABLE OF CONTENTS
                                   (continued)



                                                                            Page
                                                                            ----
                                                                           
ARTICLE 1  DEFINITIONS                                                         1

ARTICLE 2  FORMATION OF LIMITED LIABILITY COMPANY                              3
    2.1         Formation                                                      3
    2.2         Company Name                                                   3
    2.3         The Certificate, Etc                                           3
    2.4         Principal Business Office, Registered Office and
                Registered Agent                                               3
    2.5         Term of Company                                                3
    2.6         Purposes                                                       3
    2.7         Powers                                                         3

ARTICLE 3  CAPITALIZATION                                                      5
    3.1         Capitalization.                                                5

ARTICLE 4  BOOKS; ACCOUNTING; REPORTS                                          5
    4.1         Books and Records; Inspection.                                 5
    4.2         Filing of Returns and Other Writings.                          5
    4.3         Reserves                                                       6

ARTICLE 5  ALLOCATIONS                                                         6
    5.1         Allocation of Profit and Loss                                  6
    5.2         Tax Allocations                                                6

ARTICLE 6  DISTRIBUTIONS                                                       6
    6.1         Distributions Other Than Proceeds of Any
                Liquidating Transaction                                        6
    6.2         Proceeds of Any Liquidating Transaction                        6

ARTICLE 7  RIGHTS AND OBLIGATIONS OF MEMBERS; MANAGEMENT OF THE
    COMPANY'S BUSINESS                                                         6
    7.1         Limited Liability                                              6
    7.2         Management and Control.                                        7
    7.3         Evidence of Authority, Etc.                                    7
    7.4         Designation of Manager                                         8
    7.5         Other Business, Etc.                                           8
    7.6         Standard of Care; Indemnification of Members, Officers,
                Employees and Agents.                                          8

ARTICLE 8  TERMINATION                                                         9
    8.1         Events of Dissolution.                                         9
    8.2         Application of Assets                                         10

ARTICLE 9  MISCELLANEOUS                                                      10
    9.1         Notices.                                                      10
    9.2         Word Meanings                                                 10
    9.3         Binding Provisions                                            10
    9.4         Applicable Law                                                10


                                     - 15 -


                                TABLE OF CONTENTS
                                   (continued)



                                                                            Page
                                                                            ----
                                                                           
    9.5         Separability of Provisions                                    10
    9.6         Counterparts                                                  11
    9.7         Entire Agreement                                              11
    9.8         Amendments                                                    11
    9.9         Investment Representations                                    ]1
    9.10        Tax Principles                                                11


                                     - 16 -

EX-3.45

                                                                    Exhibit 3.45

                                                                          PAGE 1

                                    DELAWARE
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PJC ESSEX REALTY LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-SIXTH DAY OF AUGUST, A.D. 2003,
AT 11:40 O'CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.


                                      /s/ Harriet Smith Windsor
                                      -------------------------
                                      Harriet Smith Windsor, Secretary of State
3684717   8100H  [SEAL]               AUTHENTICATION:  3256663

040547242                                       DATE:  07-27-04



      STATE OF DELAWARE
     SECRETARY OF STATE
  DIVISION OF CORPORATIONS
DELIVERED 01:20 PM O8/26/2003
  FILED 11:40 AM 08/26/2003
SRV 030553187 - 3684717 FILE

                            CERTIFICATE OF FORMATION

                                       OF

                              PJC Essex Realty LLC

     This Certificate of Formation of PJC Essex Realty LLC, dated as of August
26, 2003, is being duly executed and filed by Stephen Geanacopoulos, as an
authorized person, to form a limited liability company under the Delaware
Limited Liability Company Act (Chapter 18, Title 6 of the Delaware Code and the
acts amendatory thereof and supplemental thereto).

     1.   The name of the limited liability company (hereinafter called the
"Limited Liability Company") is:

                              PJC Essex Realty LLC

     2.   The address of the registered office of the Limited Liability Company
in the State of Delaware is:

                            Corporation Trust Center
                               1209 Orange Street
                               City of Wilmington
                              County of New Castle
                                State of Delaware

     3.   The name of its registered agent at such address is The Corporation
Trust Company.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate
of Formation of PJC Essex Realty LLC as of the date first above written.

                                       /s/ Stephen Geanacopoulos
                                      -----------------------------------
                                      Stephen Geanacopoulos, Esquire
                                      Authorized Person

EX-3.46

                                                                    Exhibit 3.46

                       LIMITED LIABILITY COMPANY AGREEMENT

                              PJC Essex Realty LLC

     The undersigned, as the Sole Member of PJC Essex Realty LLC, a Delaware
limited liability company (the "LLC"), does hereby enter into this Limited
Liability Company Agreement, effective as of the 26th day of August, 2003.

                                       I.
                                Place of Business

     The principal place of business of the LLC shall be 50 Service Avenue,
Warwick, RI 02886 or such other address to which the business may from time to
time be moved with the approval of the Members. The resident agent of the LLC
shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware.

                                       II.
                               Duration of the LLC

     The LLC shall commence upon the filing of its Certificate of Formation with
the Secretary of State of Delaware, and shall continue in existence perpetually
unless terminated sooner by operation of law or by agreement between the
parties.

                                      III.
                                     Purpose

     The purpose of the LLC shall be to acquire the real property and all
buildings and improvements thereon commonly known as 4 Main Street, Essex,
Connecticut, and to engage in any other lawful activity.

                                       IV.
                                     Members

     The names and addresses of each of the Members of the LLC are set forth on
Schedule A, annexed hereto and made a part hereof. Additional members may be
added to the composition of the LLC upon the unanimous consent of the Members.
For the purposes of this Limited Liability Company Agreement, the term Member or
Members, whether in the singular or plural, shall refer to those Members or a
Member, as the case may be, from time to time set forth on Schedule A.



                                       V.
                   Membership Interests; Capital Contributions

     The interest of each of the Members in the LLC is set forth on Schedule A,
annexed hereto and made a part hereof. The agreed value of the initial capital
contribution to the LLC on behalf of each Member is set forth on Schedule A. The
Members of the LLC and their interests in the profits, losses and distributions
from the LLC are set forth on Schedule A.

                                       VI.
                        Additional Capital Contributions

     The Members may but are not required to contribute in proportionate amounts
any additional capital deemed necessary for the operation of the LLC.

                                      VII.
                 Division of Profits, Losses, and Distributions

     All profits, losses and distributions of the LLC shall be allocated among
the Members based on their interests in the LLC as set forth on Schedule A. A
separate capital account shall be maintained for each Member. No Member shall
make any withdrawals from capital without prior approval of the LLC. If the
capital account of the Member becomes impaired, his share of subsequent LLC
profits shall be first credited to his capital account until that account has
been restored.

                                      VIII.
                        Decisions and Actions of the LLC

     All decisions and actions of the Members and of the LLC shall be decided by
the consent of the Members owning a majority of the interests set forth on
Schedule A in the LLC at meetings regularly called with notice to all Members or
by means of written consent of the Members owning a majority of the interests
set forth on Schedule A in the LLC with notice to or waiver of notice from all
Members.

                                       IX.
                               Costs and Expenses

     No Member shall be separately compensated on a salaried basis for services
performed in carrying out the purpose of the LLC. No salaries or individual
compensation shall be otherwise payable, without the consent of the LLC, for the
normal management of the LLC, although the LLC may from time to time employ one
or more persons at a designated salary.

                                        2


                                       X.
                                   Management

          The business of the LLC shall be managed by and be under the authority
     of its Members.

                                       XI.
                                     Banking

     All funds of the LLC shall be deposited in its name in such checking
account or accounts as shall be designated by the Members. All withdrawals
therefrom are to be made upon checks which must be signed by the Members or a
representative or representatives designated by the Members.

                                      XII.
                                      Books

     The LLC books shall be maintained at the offices of the LLC and each Member
shall have access thereto.

                                      XIII.
                                    Insurance

     During the course of the term for which this LLC is formed, the LLC shall
carry such insurance as deemed appropriate by the Members.

                                      XIV.
                              Voluntary Termination

     The LLC may be dissolved at any time by agreement of the Members, in which
event the Members shall proceed with reasonable promptness to liquidate the LLC.
Upon dissolution, the assets of the LLC shall be distributed as provided in the
Delaware Limited Liability Company Act.

                                       XV.
                                  Distributions

     Prior to dissolution, distributions to the Members shall be made in such
amounts and at such times as the Members shall determine.

                                      XVI.
                                   Amendments

     This Limited Liability Company Agreement may be altered, amended, restated
or repealed and a new Limited Liability Company Agreement may be adopted by the
consent of the Members of the LLC.

                                        3


     IN WITNESS WHEREOF, the undersigned has hereunto set its hand the day and
year first above written.


                                      PJC Special Realty Holdings, Inc., Member

                                      By: /s/ [ILLEGIBLE]
                                         ---------------------------------------

                                      Its: [ILLEGIBLE]
                                          --------------------------------------

                                        4


                                   SCHEDULE A

                         MEMBERS AND CAPITAL CONTRIBUTED



Name and Address        Property Contributed            Membership Interest
                                                          
PJC Special Realty
Holdings, Inc.               $   100.00                         100%
50 Service Avenue
Warwick, RI 02886


                                        5

EX-3.47

                                                                    Exhibit 3.47

                                     DELAWARE
                                                   PAGE 1
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PJC HAVERHILL REALTY LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE EIGHTH DAY OF JANUARY, A. D. 2002, AT 9
O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SEVENTH DAY OF MAY, A. D. 2003,
AT 3:36 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.


                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State
[SEAL]
3477747 8100H                            AUTHENTICATION: 3256678

040547249                                          DATE: 07-27-04



                                                          STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                      FILED 09:00 AM 01/08/2002
                                                         020014183 - 3477747


                            CERTIFICATE OF FORMATION

                                       OF

                            PJC HAVERHILL REALTY LLC

     This Certificate of Formation of PJC HAVERHILL REALTY LLC (the "COMPANY"),
dated as of January 8, 2002, is being duly executed and filed by the
undersigned, as authorized person, to form a limited liability company under the
Delaware Limited Liability Company Act (6 DEL.C. Sec. 18-101, ET SEQ.).

     FIRST. The name of the limited liability company formed hereby is PJC
Haverhill Realty LLC.

     SECOND. The address of the registered office in the State of Delaware is
2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.
The name of its Registered Agent at such address is Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.


                                      /s/ Julianne M. Ells
                                      -----------------------------------
                                      Julianne M. Ells, Authorized Person



                                                        STATE OF DELAWARE
                                                       SECRETARY OF STATE
                                                    DIVISION OF CORPORATIONS
                                                  DELIVERED 05:05 PM 05/27/2003
                                                    FILED 03:36 PM 05/27/2003
                                                  SRV 030343795 - 3477747 FILE

                            CERTIFICATE OF AMENDMENT

                                       OF

                            CERTIFICATE OF FORMATION

                                       OF

                            PJC HAVERHILL REALTY LLC

                        PURSUANT TO SECTION 18-202 OF THE
                     DELAWARE LIMITED LIABILITY COMPANY ACT

                                      ****

1)   The name of the Limited Liability Company is PJC Haverhill Realty LLC.

2)   The Certificate of Amendment is hereby amended to change Article "2" of the
     Certificate of Formation to read as follows:

     "2. The address of the registered office in the State of Delaware is 615
     South DuPont Highway, in the City of Dover, County of Kent, 19901. The name
     of its registered agent at such address is NATIONAL CORPORATE RESEARCH,
     LTD."

     The undersigned, an authorized person of the limited liability company,
executes this Certificate of Amendment on May 27, 2003.

                                                              /s/Randy Wyrofsky
                                                              -----------------
                                                              Authorized Person

EX-3.48

                                                                    Exhibit 3.48

                            PJC HAVERHILL REALTY LLC

                       LIMITED LIABILITY COMPANY AGREEMENT

                           Dated as of January 8, 2002



                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                            PJC HAVERHILL REALTY LLC

     THIS LIMITED LIABILITY COMPANY AGREEMENT of PJC HAVERHILL REALTY LLC, dated
as of January 8, 2002, entered into by PJC SPECIAL REALTY HOLDINGS, INC., a
Delaware corporation with its principal office at 50 Service Avenue, Warwick,
Rhode Island 02886 ("PJC SPECIAL"), as the sole Member and Manager of PJC
HAVERHILL REALTY LLC (the "COMPANY"),

                                W1TNESSETH THAT:

     WHEREAS, the Company shall be formed as a limited liability company
pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Sections
18-101 ET SEQ. (as from time to time amended and including any successor statute
of similar import, the "ACT") as of and by the filing of a Certificate of
Formation (the "CERTIFICATE") in the office of the Secretary of State of
Delaware; and

     WHEREAS, PJC Special wishes to set out its rights, obligations and duties
as the sole Member and Manager with respect to the Company and its business,
management and operations;

     NOW, THEREFORE, the sole Member hereby constitutes a limited liability
company for the purposes and on the terms and conditions set forth in this
Agreement as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Capitalized terms used in this Agreement shall have the meanings set forth
below or in the section of this Agreement referred to below:

     "ACT" shall have the meaning set forth in the recitals to this Agreement.

     "AFFILIATE" shall mean, with respect to any Person, (i) in the case of any
such Person which is a partnership, any partner in such partnership; (ii) any
other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with
respect to such Person or to one or more of the Persons referred to in preceding
clause (i); and (iii) any other Person who is an officer, director, trustee or
employee of, or partner in, such Person or any Person referred to in the
preceding clauses (i) and (ii); PROVIDED, HOWEVER, that such term shall not
include within its meaning the Company itself or a Subsidiary of the Company.

     "AGREEMENT" shall mean this Limited Liability Company Agreement, including
all schedules and exhibits hereto, as it and they may be amended, restated or
supplemented from time to time as herein provided.

     "AVAILABLE CASH" shall mean the excess of (i) the cash and short term
investments of the

                                      - 2 -


Company over (ii) any reserves established from time to time in accordance with
SECTION 4.3.

     "CERTIFICATE" shall mean the Certificate of Formation of Limited Liability
Company of the Company as provided for pursuant to the Act, as originally filed
with the office of the Secretary of State of Delaware, as amended and restated
from time to time as herein provided.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any subsequent Federal law of similar import, and, to the extent
applicable, any Treasury Regulations promulgated thereunder.

     "COMPANY" shall mean the limited liability company hereby established in
accordance with this Agreement, as such limited liability company may from time
to time be constituted.

     "COMPANY INTEREST" shall mean the interest of the sole Member in the
Company, as expressed on Schedule A opposite such Member's name.

     "ENTITY" shall mean any general partnership, limited partnership,
corporation, joint venture, trust, limited liability company, business trust,
cooperative, association, or governmental unit.

     "FISCAL YEAR" shall mean the fiscal year of the Company and shall be the
same as the taxable year of its sole Member. Each Fiscal Year shall commence on
the day immediately following the last day of the immediately preceding Fiscal
Year.

     "LIQUIDATING TRANSACTION" shall have the meaning set forth in SECTION 6.2.

     "MANAGER" shall mean PJC Special.

     "MEMBER" shall mean PJC Special.

     "PARENT" shall mean, with respect to any Person, any Person which owns
directly, or indirectly through one or more Subsidiaries, twenty percent (20%)
or more of the voting or beneficial interest in, or otherwise has the right or
power (whether by contract, through ownership of securities or otherwise) to
control, such Person.

     "PERSON" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so admits.

     "SUBSIDIARY" shall mean, with respect to any Person, any Entity (i) in
which such Person owns directly, or indirectly through one or more Subsidiaries,
twenty percent (20%) or more of the voting or beneficial interest; or (ii) which
such Person otherwise has the right or power to control (whether by contract,
through ownership of securities or otherwise).

     "TREASURY REGULATIONS" shall mean the Federal income tax regulations,
including any temporary or proposed regulations, promulgated under the Code, as
such Treasury Regulations may be amended from time to time (it being understood
that all references herein to specific sections of the Treasury Regulations
shall be deemed also to refer to any corresponding

                                      - 3 -


provisions of succeeding Treasury Regulations).

                                    ARTICLE 2
                     FORMATION OF LIMITED LIABILITY COMPANY

     2.1     FORMATION.  The Company is hereby formed as a limited liability
company under and pursuant to the Act.

     2.2     COMPANY NAME. The name of the Company shall be "PJC Haverhill
Realty LLC". The business of the Company shall be conducted under such name or
such other names as may from time to time be established by the Manager.

     2.3     THE CERTIFICATE, ETC. The filing of the Certificate with the
Secretary of State of Delaware by the Manager is hereby ratified and confirmed
by the sole Member. The Manager hereby agrees to cause to be executed, filed and
recorded all such other certificates and documents, including amendments to the
Certificate, and to cause to be done such other acts as may be necessary or
appropriate to comply with all requirements for the formation, continuation and
operation of a limited liability company, the ownership of property, and the
conduct of business under the laws of the State of Delaware and any other
jurisdiction in which the Company may own property or conduct business.

     2.4     PRINCIPAL BUSINESS OFFICE, REGISTERED OFFICE AND REGISTERED AGENT.
The principal business office of the Company shall be located at 50 Service
Avenue, Warwick, Rhode Island 02886, or at such other location as may hereafter
be designated by the Manager. The registered office of the Company shall be 2711
Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The
registered agent for service of process on the Company shall be Corporation
Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle
County, Delaware 19808. The principal business office, the registered office and
the registered agent of the Company may be changed from time to time by the
Manager and in accordance with the then applicable provisions of the Act and any
other applicable laws.

     2.5     TERM OF COMPANY. The term of the Company shall commence on the date
of the initial filing of the Certificate with the office of the Secretary of
State of Delaware and shall continue until dissolved pursuant to the provisions
of SECTION 8.1.

     2.6     PURPOSES. The purposes of the Company are to engage in any lawful
business that may be engaged in by a limited 1iability company organized under
the Act. In addition, and not in limitation of the foregoing, the Company shall
have the following purposes: (i) to acquire, hold, own, operate, maintain,
improve, expand, sell, pledge, mortgage, develop, lease, manage, subdivide,
exchange or otherwise dispose of real and personal property of every kind and
description and interests in Entities which own (directly or indirectly) real
and personal property, and (ii) to acquire, hold, own, manage, sell, exchange or
otherwise dispose of investments of every kind and description and interests in
Entities which own (directly and indirectly) interests in businesses or ventures
of every kind.

     2.7     POWERS. In furtherance of its purposes, but subject to all of the
provisions of this

                                      - 4 -


Agreement, the Company shall have the power and is hereby authorized to:

             (a)    acquire by purchase, lease, contribution of property or
     otherwise and own, hold, sell, convey, transfer or dispose of real or
     personal property or securities or other interests in Entities which own or
     hold, directly or indirectly, real property or interests in businesses or
     ventures which may be necessary, convenient or incidental to the
     accomplishment of the purposes of the Company;

             (b)    operate, purchase, maintain, finance, improve, expand, own,
     sell, convey, assign, mortgage, lease or demolish or otherwise dispose of
     real or personal property or securities or other interests in Entities
     which own or hold, directly or indirectly, real property or interests in
     businesses or ventures which may be necessary, convenient or incidental to
     the accomplishment of the purposes of the Company;

             (c)    borrow money and issue evidences of indebtedness in
     furtherance of any or all of the purposes of the Company, and secure the
     same by mortgage, pledge or other lien on the assets of the Company;

             (d)    invest any funds of the Company pending distribution or
     payment of the same pursuant to the provisions of this Agreement;

             (e)    prepay in whole or in part, refinance, recast, increase,
     modify or extend any indebtedness of the Company and, in connection
     therewith, execute any extensions, renewals or modifications of any
     mortgage or security agreement securing such indebtedness;

             (f)    enter into, perform and carry out contracts of any kind,
     including, without limitation, contracts with any Affiliate of a Member and
     contracts in respect of rendering operating or management services or in
     respect of acting as a manager to any Person or Persons, necessary to, in
     connection with, or incidental to the accomplishment of the purposes of the
     Company;

             (g)    establish reserves for capital expenditures, working
     capital, debt service, taxes, assessments, insurance premiums, repairs,
     improvements, depreciation, depletion, obsolescence, and general
     maintenance of buildings and other property out of the rents, profits, or
     other income received;

             (h)    employ or otherwise engage employees, managers, contractors,
     advisors and consultants and pay reasonable compensation for such services;

             (i)    enter into partnerships, limited liability companies or
     other ventures with other Persons in furtherance of the purposes of the
     Company; and

             (j)    do such other things and engage in such other activities
     related to the foregoing as may be necessary, convenient or advisable with
     respect to the conduct of the business of the Company, and have and
     exercise all of the powers and rights conferred upon limited liability
     companies formed pursuant to the Act.

                                      - 5 -


                                    ARTICLE 3
                                 CAPITALIZATION

     3.1     CAPITALIZATION.

             (a)    The sole Member shall contribute or cause to be contributed
     to the Company as promptly as possible following the execution of this
     Agreement, the sum of One Thousand and 00/100 Dollars ($1,000.00) in cash
     in consideration for which the sole Member shall be issued and shall be
     deemed to own 100% of the member interest of the Company. Such member
     interest shall not be certificated.

             (b)    The sole Member may from time to time contribute or cause to
     be contributed to the Company such additional money or property as the sole
     Member may desire to contribute, provided that at no time shall the sole
     Member be required to contribute any cash or property other than the
     aforesaid sum of One Thousand and 00/100 Dollars ($1,000.00).

                                    ARTICLE 4
                           BOOKS; ACCOUNTING; REPORTS

     4.1     BOOKS AND RECORDS; INSPECTION.

             (a)    The Company shall keep, or cause to be kept, complete and
     accurate books and records of account of the Company. The Company shall
     maintain the following at its principal business office: (i) a writing
     setting forth the sole Member's full name and last known business address;
     (ii) a copy of the Certificate, including all certificates of amendment
     thereto and executed copies of all powers of attorney pursuant to which the
     Certificate or any certificate of amendment has been executed; (iii) copies
     of the Company's Federal, state and local income tax returns and reports,
     if any, for the three (3) most recent Fiscal Years of the Company; (iv)
     copies of this Agreement and of any financial statements of the Company for
     the three (3) most recent Fiscal Years of the Company; and (v) all other
     records required to be maintained pursuant to the Act.

             (b)    The sole Member shall have the right, at all reasonable
     times and upon reasonable notice during usual business hours, to audit,
     examine and make copies of or extracts from the books of account of the
     Company for any purpose reasonably related to such Member's interest as the
     sole Member of the Company. Such right may be exercised through any agent
     or employee of such Member designated by it or by a certified public
     accountant designated by such Member. The sole Member shall bear all
     expenses incurred in any examination made for such Member's account.

     4.2     FILING OF RETURNS AND OTHER WRITINGS.

             (a)    The Company shall cause the preparation and timely filing of
     all Company tax returns and shall timely file all other writings required
     by any governmental authority having jurisdiction to require such filing.

                                      - 6 -


             (b)    The provisions of this SECTION 4.2 shall survive the
     termination of the Company and shall remain binding for as long a period of
     time as is necessary to resolve with the Internal Revenue Service or other
     governmental authority any and all matters regarding the Federal income or
     other taxation of the Company or the sole Member.

     4.3     RESERVES. The Company may establish such reserves as the Manager
shall from time to time determine to be necessary or appropriate.

                                    ARTICLE 5
                                   ALLOCATIONS

     5.1     ALLOCATION OF PROFIT AND LOSS. The profit and loss of the Company
for each Fiscal Year shall be attributed to the sole Member. For purposes of
determining profit, loss or any other items allocable to any period, profit,
loss and any such other items shall be determined on a daily, monthly or other
basis, as determined by the Manager using any permissible method under the Code
and the Treasury Regulations promulgated thereunder.

     5.2     TAX ALLOCATIONS. All items of income, gain, loss, deduction or
credit shall be attributed to the sole Member, as required by law.

                                    ARTICLE 6
                                  DISTRIBUTIONS

     6.1     DISTRIBUTIONS OTHER THAN PROCEEDS OF ANY LIQUIDATING TRANSACTION.
Subject to SECTION 6.2, Section 18-607 of the Act and any other applicable law,
Available Cash shall be applied and distributed from time to time, as the
Manager shall determine, to the sole Member.

     6.2     PROCEEDS OF ANY LIQUIDATING TRANSACTION. Upon the occurrence of any
transaction (a "LIQUIDATING TRANSACTION") involving the sale or other
disposition of all or substantially all of the assets of the Company, all
Available Cash resulting therefrom (or from any other source during the period
of winding up of the Company) shall be applied FIRST to the payment of any debts
or liabilities of the Company to creditors (including, as applicable, the sole
Member in its capacity as a creditor) or to the funding of reserves for debts or
liabilities not then due and owing and for contingent liabilities to the extent
deemed reasonable by the Manager and THEN to the sole Member. It is understood
and agreed that all payments under this SECTION 6.2 shall be made as soon as
reasonably practicable and in any event by the end of the Fiscal Year in which
such Liquidating Transaction occurs or, if later, within ninety (90) days after
the date of such Liquidating Transaction.

                                    ARTICLE 7
                       RIGHTS AND OBLIGATIONS OF MEMBERS;
                      MANAGEMENT OF THE COMPANY'S BUSINESS

     7.1     LIMITED LIABILITY. Except as otherwise provided by the Act, the
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the sole Member shall not be obligated personally for any such
debt, obligation or liability of the Company by reason of being a member of the

                                      - 7 -


Company. The sole Member shall not be required to lend any funds to the Company.

     7.2     MANAGEMENT AND CONTROL.

             (a)    The sole Member, in its capacity as such: (i) shall not
     participate in the management or control of the business of, or transact
     any business for or on behalf of, the Company; (ii) shall have no voting
     rights, except as specifically provided in this Agreement; and (iii) shall
     have no power to sign for or bind the Company. The Sole Member shall,
     however, have the approval rights expressly set forth elsewhere in this
     Agreement or specifically required by the Act.

             (b)    Except as otherwise specifically provided in this Agreement,
     the Manager shall have full authority and responsibility and exclusive and
     complete discretion in the management, control, operation and disposition
     of the business and assets of the Company for the purposes herein stated,
     shall make all decisions affecting the Company's business and assets and
     shall have full, complete and exclusive discretion to take any and all
     actions that the Company is authorized to take and to make all decisions
     with respect thereto. The Manager may appoint a President, one or more Vice
     Presidents, a Treasurer and a Secretary and such other officers as the
     Manager shall deem appropriate, each of which officers may, to the extent
     provided by the Manager, have the powers attendant to a similar officer of
     a Delaware corporation. Except as otherwise provided by the Act, the
     Manager shall not be personally liable for any of the debts, liabilities,
     obligations or contracts of the Company, nor shall the Manager, in its
     capacity as such, be required to contribute or lend any funds to the
     Company.

             (c)    Subject to the express provisions of this Agreement, the
     Manager shall have the authority to execute on behalf of the Company, as
     its authorized signatory, such agreements, contracts, instruments and other
     documents as it shall from time to time approve, such approval to be
     conclusively evidenced by its execution and delivery of any of the
     foregoing, including, without limitation: (i) checks, drafts, notes and
     other negotiable instruments; (ii) deeds of trust and assignments of
     rights; (iii) contracts for the sale of assets or relating to consulting,
     advisory or management services, deeds, leases, assignments and bills of
     sale; and (iv) loan agreements, mortgages, security agreements, pledge
     agreements and financing statements. The signature of the Manager on any
     such instrument, agreement, contract, lease, conveyance or document, or
     upon any check, draft, note or other negotiable instrument, shall be
     sufficient to bind the Company in respect thereof and shall conclusively
     evidence the authority of the Manager with respect thereto, and no third
     person need look to the application of funds or authority to act or require
     the joinder or consent of any other party.

     7.3     EVIDENCE OF AUTHORITY, ETC.

             (a)    Any Person dealing with the Company may rely on a
certificate signed by the Manager as to:

                    (i)      the identity of the sole Member, the Manager or the
             officers,

                                      - 8 -


             employees or agents of the Company;

                    (ii)     the existence or nonexistence of any fact or facts
                    which constitute conditions precedent to acts by the sole
                    Member, the Manager, or any officer, employee or agent or
                    are in any other manner germane to the affairs of the
                    Company;

                    (iii)    who is authorized to execute and deliver any
                    instrument or document on behalf of the Company;

                    (iv)     the authenticity of a copy of this Agreement and
                    amendments hereto;

                    (v)      any act or failure to act by the Company or as to
                    any other matter whatsoever involving the Company, the sole
                    Member, the Manager, or any officer, employee or agent; or

                    (vi)     the authority of the Manager or any officer,
                    employee or agent or other Person to act on behalf of the
                    Company.

     7.4     DESIGNATION OF MANAGER. The sole Member hereby confirms the
designation of the Person specified as the Manager in the first paragraph of
this Agreement as the Manager. By execution of this Agreement, such Person
hereby accepts such designation.

     7.5     OTHER BUSINESS, ETC.

             (a)    The Manager, sole Member and any Affiliate thereof may
     engage in or possess an interest in other business ventures (unconnected
     with the Company) of every kind and description, independently or with
     others, and the Company shall not have any rights in or to such independent
     ventures or the income or profits therefrom by virtue of this Agreement.

             (b)    Unless otherwise approved by the Company, no Person shall
     use any proprietary or confidential information owned by the Company other
     than for the benefit of the Company, whether or not such Person remains a
     Member, Affiliate, Manager, director, officer or employee of the Company.

     7.6     STANDARD OF CARE; INDEMNIFICATION OF MEMBERS, OFFICERS, EMPLOYEES
AND AGENTS.

             (a)    No Member shall have any personal liability whatsoever to
     the Company or any other Member on account of such Member's status as a
     Member or by reason of such Member's acts or omissions in connection with
     the conduct of the business of the Company.

             (b)    The Company shall indemnify and hold harmless each Member
     and the affiliates of any Member (each an "Indemnified Person") against
     any and all losses, claims, damages, expenses and liabilities (including,
     but not limited to, any investigation, legal

                                      - 9 -


     and other reasonable expenses incurred in connection with, and any amounts
     paid in settlement of, any action, suit, proceeding or claim) of any kind
     or nature whatsoever that such Indemnified Person may at any time become
     subject to or liable for by reason of the formation, operation or
     termination of the Company, or the Indemnified Person's acting as a Member
     under this Agreement, or the authorized actions of such Indemnified Person
     in connection with the conduct of the affairs of the Company (including,
     without limitation, indemnification against negligence, gross negligence or
     breach of duty). The indemnities provided hereunder shall survive
     termination of the Company and this Agreement. Costs and expenses that are
     subject to indemnification hereunder shall, at the request of any
     Indemnified Person, be advanced by the Company to or on behalf of such
     Indemnified Person prior to final resolution of a matter, so long as such
     Indemnified Person shall have provided the Company with a written
     undertaking to reimburse the Company for all amounts so advanced if it is
     ultimately determined that the Indemnified Person is not entitled to
     indemnification hereunder.

             (c)    The contract rights to indemnification and to the
     advancement of expenses conferred in this Section 7.6 shall not be
     exclusive of any other right that any person may have or hereafter acquire
     under any statute, agreement, vote of the Members or otherwise.

             (d)    The Company may maintain insurance, at its expense, to
     protect itself and any Member, employee or agent of the Company or another
     limited liability company, corporation, partnership, joint venture, trust
     or other enterprise against any expense, liability or loss, whether or not
     the Company would have the power to indemnify such person against such
     expense, liability or loss under the Delaware Act.

             (e)    The Company may, to the extent authorized from time to time
     by the Members, grant rights to indemnification and to advancement of
     expenses to any officer, employee or agent of the Company to the fullest
     extent of the provisions of this Section 7.6 with respect to the
     indemnification and advancement of expenses of Members of the Company.

             (f)    Notwithstanding the foregoing provisions of this Section
     7.6, the Company shall indemnify an Indemnified Person in connection with a
     proceeding (or part thereof) initiated by such Indemnified Person only if
     such proceeding (or part thereof) was authorized by the Members; provided,
     however, that an Indemnified Person shall be entitled to reimbursement of
     his or her reasonable counsel fees with respect to a proceeding (or part
     thereof) initiated by such Indemnified Person to enforce his or her right
     to indemnity or advancement of expenses under the provisions of this
     Section 7.6 to the extent the Indemnified Person is successful on the
     merits in such proceeding (or part thereof).

                                    ARTICLE 8
                                   TERMINATION

     8.1     EVENTS OF DISSOLUTION.

                                     - 10 -


             (a)    In accordance with Section 18-801 of the Act, the Company
     shall be dissolved and the affairs of the Company wound up upon (i) a
     determination of the sole Member to dissolve the Company; or (ii) entry of
     a judicial decree of dissolution.

             (b)    Dissolution of the Company shall be effective on the day on
     which a determination of the sole Member to dissolve the Company occurs or
     the day on which a judicial decree of dissolution is entered, but the
     Company shall not terminate until the assets of the Company shall have been
     distributed as provided herein and a certificate of cancellation of the
     Company has been filed with the Secretary of State of Delaware.

     8.2     APPLICATION OF ASSETS. In the event of dissolution, the Company
shall conduct only such activities as are necessary to wind up its affairs
(including the sale of the assets of the Company in an orderly manner), and the
assets of the Company shall be applied in the manner, and in the order of
priority, set forth in SECTION 6.2.

                                    ARTICLE 9
                                  MISCELLANEOUS

     9.1     NOTICES.

             (a)    Any and all notices, consents, offers, elections and other
     communications required or permitted under this Agreement shall be deemed
     adequately given only if in writing and the same shall be delivered either
     in hand or by Federal Express or similar expedited commercial carrier,
     addressed to the recipient of the notice, postage prepaid and registered,
     or with all freight charges prepaid (if by Federal Express or similar
     carrier).

             (b)    All notices, demands and requests to be sent hereunder shall
     be deemed to have been given for all purposes of this Agreement upon the
     date of receipt or refusal.

             (c) All such notices, demands and requests shall be addressed to
     the address set forth on SCHEDULE A hereto or to such other United States
     address as the Member may have designated for itself by written notice to
     the Company in the manner herein prescribed, except that notices of change
     of address shall be effective only upon receipt.

     9.2     WORD MEANINGS. The words such as "herein", "hereinafter", "hereof"
and "hereunder" refer to this Agreement as a whole and not merely to a
subdivision in which such words appear unless the context otherwise requires.
The singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, unless the context otherwise requires.

     9.3     BINDING PROVISIONS. The covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the heirs, executors,
administrators and legal representatives or successors and assigns, as the case
may be, of the party hereto.

     9.4     APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware. In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control and

                                     - 11 -


take precedence.

     9.5     SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall
be considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

     9.6     COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

     9.7     ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the sole Member and the Company with respect to the
transactions contemplated herein and supersedes all prior understandings or
agreements in respect of such transactions.

     9.8     AMENDMENTS. This Agreement shall not be amended except with the
prior written consent of the sole Member. Any consent may be given subject to
satisfaction of conditions stated therein.

     9.9     INVESTMENT REPRESENTATIONS. The sole Member understands that its
Company Interest has not been registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), on the grounds that its acquisition of such
Company Interest is exempt under Section 4(2) of the Securities Act as not
involving a public offering.

     9.10    TAX PRINCIPLES. For so long as the Company is owned by a sole
Member, it shall be treated as a disregarded entity for Federal and state income
tax purposes pursuant to Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and corresponding provisions of state law. Upon the admission to the
Company of more than one Member, the Company shall be treated as having become,
in the manner prescribed by Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and Internal Revenue Service Revenue Rulings 99-5 and 99-6, a
partnership for Federal and state income tax purposes pursuant to Sections
301.7701-2 and 301.7701-3 of the Treasury Regulations and corresponding
provisions of state law, and this Agreement will be amended accordingly to
reflect the same.

                  [remainder of page intentionally left blank]

                                     - 12 -


     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Agreement under seal as of the day and year first above written.

                                 PJC SPECIAL REALTY HOLDINGS, INC.,
                                 a Delaware corporation


                                 By: /s/ Michel Coutu
                                     Michel Coutu
                                     President

                                     - 13 -


                                TABLE OF CONTENTS
                                   (continued)

                                                                            PAGE

                                  SCHEDULE A TO
             PJC REALTY N.E. LLC LIMITED LIABILITY COMPANY AGREEMENT




                         Name and Address                       Company Interest
                         ----------------                       ----------------
                                                                      
                              MEMBER

                 PJC Special Realty Holdings, Inc.                       100%
                 50 Service Avenue
                 Warwick, Rhode Island 02886




                                TABLE OF CONTENTS
                                   (continued)



                                                                                                   Page
                                                                                                   ----
                                                                                               
ARTICLE 1      DEFINITIONS                                                                            1

ARTICLE 2      FORMATION OF LIMITED LIABILITY COMPANY                                                 3
    2.1               Formation                                                                       3
    2.2               Company Name                                                                    3
    2.3               The Certificate, Etc                                                            3
    2.4               Principal Business Office, Registered Office and Registered Agent               3
    2.5               Term of Company                                                                 3
    2.6               Purposes                                                                        3
    2.7               Powers                                                                          3

ARTICLE 3      CAPITALIZATION                                                                         5
    3.1               Capitalization.                                                                 5

ARTICLE 4      BOOKS; ACCOUNTING; REPORTS                                                             5
    4.1               Books and Records; Inspection.                                                  5
    4.2               Filing of Returns and Other Writings.                                           5
    4.3               Reserves                                                                        6

ARTICLE 5      ALLOCATIONS                                                                            6
    5.1               Allocation of Profit and Loss                                                   6
    5.2               Tax Allocations                                                                 6

ARTICLE 6      DISTRIBUTIONS                                                                          6
    6.1               Distributions Other Than Proceeds of Any Liquidating Transaction                6
    6.2               Proceeds of Any Liquidating Transaction                                         6

ARTICLE 7      RIGHTS AND OBLIGATIONS OF MEMBERS; MANAGEMENT OF THE COMPANY'S BUSINESS                6
    7.1               Limited Liability                                                               6
    7.2               Management and Control.                                                         7
    7.3               Evidence of Authority, Etc.                                                     7
    7.4               Designation of Manager                                                          8
    7.5               Other Business, Etc.                                                            8
    7.6               Standard of Care; Indemnification of Members, Officers, Employees and Agents.   8

ARTICLE 8      TERMINATION                                                                            9
    8.1               Events of Dissolution.                                                          9
    8.2               Application of Assets                                                          10

ARTICLE 9      MISCELLANEOUS
    9.1               Notices.                                                                       10
    9.2               Word Meanings                                                                  10
    9.3               Binding Provisions                                                             10
    9.4               Applicable Law                                                                 10


                                     - 15 -


                                TABLE OF CONTENTS
                                   (continued)



                                                                                                   Page
                                                                                                   ----
                                                                                               
    9.5               Separability of Provisions                                                     10
    9.6               Counterparts                                                                   11
    9.7               Entire Agreement                                                               11
    9.8               Amendments                                                                     11
    9.9               Investment Representations                                                     11
    9.10              Tax Principles                                                                 11


                                     - 16 -

EX-3.49

                                                                    Exhibit 3.49

                                     DELAWARE
                                                   PAGE 1
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PJC HYDE PARK REALTY LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE EIGHTH DAY OF JANUARY, A.D. 2002, AT 9
O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SEVENTH DAY OF MAY, A.D. 2003,
AT 3:33 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.


                                       /s/ Harriet Smith Windsor
                                       --------------------------------
                                       Harriet Smith Windsor, Secretary of State
[SEAL]
3477741 8100H                            AUTHENTICATION: 3256688

040547258                                          DATE: 07-27-04



                                                          STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                      FILED O9:00 AM 01/08/2002
                                                         020014191 - 3477741


                            CERTIFICATE OF FORMATION

                                       OF

                            PJC HYDE PARK REALTY LLC

     This Certificate of Formation of PJC HYDE PARK REALTY LLC (the "COMPANY"),
dated as of January 8, 2002, is being duly executed and filed by the
undersigned, as authorized person, to form a limited liability company under the
Delaware Limited Liability Company Act (6 DEL. C. Sec. 18-101, ET SEQ.).

     FIRST. The name of the limited liability company formed hereby is PJC Hyde
Park Realty LLC.

     SECOND. The address of the registered office in the State of Delaware is
2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.
The name of its Registered Agent at such address is Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.

                                      /s/ Julianne M. Ells
                                      -----------------------------------
                                      Julianne M. Ells, Authorized Person



                                                       STATE OF DELAWARE
                                                       SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                   DELIVERED 05:04 PM 05/27/2003
                                                      FILED 03:33 PM 05/27/2003
                                                   SRV 030343776 - 3477741 FILE

                            CERTIFICATE OF AMENDMENT

                                       OF

                            CERTIFICATE OF FORMATION

                                       OF

                            PJC HYDE PARK REALTY LLC

                        PURSUANT TO SECTION 18-202 OF THE
                     DELAWARE LIMITED LIABILITY COMPANY ACT

                                     * * * *


1) The name of the Limited Liability Company is PJC Hyde Park Realty LLC.

2) The Certificate of Amendment is hereby amended to change Article "2" of the
   Certificate of Formation to read as follows:

   "2. The address of the registered office in the State of Delaware is 615
   South DuPont Highway, in the City of Dover, County of Kent, 19901. The name
   of its registered agent at such address is NATIONAL CORPORATE RESEARCH, LTD."

   The undersigned, an authorized person of the limited liability company,
executes this Certificate of Amendment on May 27, 2003.

                                                    /s/Randy Wyrofsky
                                                    --------------------------
                                                    Authorized Person

EX-3.50

                                                                    Exhibit 3.50


                            PJC HYDE PARK REALTY LLC

                       LIMITED LIABILITY COMPANY AGREEMENT

                           Dated as of January 8, 2002



                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                            PJC HYDE PARK REALTY LLC

     THIS LIMITED LIABILITY COMPANY AGREEMENT of PJC HYDE PARK REALTY LLC, dated
as of January 8, 2002, entered into by PJC SPECIAL REALTY HOLDINGS, INC., a
Delaware corporation with its principal office at 50 Service Avenue, Warwick,
Rhode Island 02886 ("PJC SPECIAL"), as the sole Member and Manager of PJC HYDE
PARK REALTY LLC (the "COMPANY").

                                W1TNESSETH THAT:

     WHEREAS, the Company shall be formed as a limited liability company
pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Sections
18-101 ET SEQ. (as from time to time amended and including any successor statute
of similar import, the "ACT") as of and by the filing of a Certificate of
Formation (the "CERTIFICATE") in the office of the Secretary of State of
Delaware; and

     WHEREAS, PJC Special wishes to set out its rights, obligations and duties
as the sole Member and Manager with respect to the Company and its business,
management and operations;

     NOW, THEREFORE, the sole Member hereby constitutes a limited liability
company for the purposes and on the terms and conditions set forth in this
Agreement as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     Capitalized terms used in this Agreement shall have the meanings set forth
below the section of this Agreement referred to below:

     "ACT" shall have the meaning set forth in the recitals to this Agreement.

     "AFFILIATE" shall mean, with respect to any Person, (i) in the case of any
such Person which is a partnership, any partner in such partnership; (ii) any
other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with
respect to such Person or to one or more of the Persons referred to in preceding
clause (i); and (iii) any other Person who is an officer, director, trustee or
employee of, or partner in, such Person or any Person referred to in the
preceding clauses (i) and (ii); PROVIDED, HOWEVER, that such term shall not
include within its meaning the Company itself or a Subsidiary of the Company.

     "AGREEMENT" shall mean this Limited Liability Company Agreement, including
all schedules and exhibits hereto, as it and they may be amended, restated or
supplemented from time to time as herein provided.

     "AVAILABLE CASH" shall mean the excess of (i) the cash and short term
investments of the

                                      - 2 -



Company over (ii) any reserves established from time to time in accordance with
SECTION 4.3.

     "CERTIFICATE" shall mean the Certificate of Formation of Limited Liability
Company of the Company as provided for pursuant to the Act, as originally filed
with the office of the Secretary of State of Delaware, as amended and restated
from time to time as herein provided.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any subsequent Federal law of similar import, and, to the extent
applicable, any Treasury Regulations promulgated thereunder.

     "COMPANY" shall mean the limited liability company hereby established in
accordance with this Agreement, as such limited liability company may from time
to time be constituted.

     "COMPANY INTEREST" shall mean the interest of the sole Member in the
Company, as expressed on Schedule A opposite such Member's name.

     "ENTITY" shall mean any general partnership, limited partnership,
corporation, joint venture, trust, limited liability company, business trust,
cooperative, association, or governmental unit.

     "FISCAL YEAR" shall mean the fiscal year of the Company and shall be the
same as the taxable year of its sole Member. Each Fiscal Year shall commence on
the day immediately following the last day of the immediately preceding Fiscal
Year.

     "LIQUIDATING TRANSACTION" shall have the meaning set forth in SECTION 6.2.

     "MANAGER" shall mean PJC Special.

     "MEMBER" shall mean PJC Special.

     "PARENT" shall mean, with respect to any Person, any Person which owns
directly, or indirectly through one or more Subsidiaries, twenty percent (20%)
or more of the voting or beneficial interest in, or otherwise has the right or
power (whether by contract, through ownership of securities or otherwise) to
control, such Person.

     "PERSON" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so admits.

     "SUBSIDIARY" shall mean, with respect to any Person, any Entity (i) in
which such Person owns directly, or indirectly through one or more Subsidiaries,
twenty percent (20%) or more of the voting or beneficial interest; or (ii) which
such Person otherwise has the right or power to control (whether by contract,
through ownership of securities or otherwise).

     "TREASURY REGULATIONS" shall mean the Federal income tax regulations,
including any temporary or proposed regulations, promulgated under the Code, as
such Treasury Regulations may be amended from time to time (it being understood
that all references herein to specific sections of the Treasury Regulations
shall be deemed also to refer to any corresponding

                                      - 3 -



provisions of succeeding Treasury Regulations).

                                    ARTICLE 2
                     FORMATION OF LIMITED LIABILITY COMPANY

     2.1  FORMATION. The Company is hereby formed as a limited liability company
under and pursuant to the Act.

     2.2  COMPANY NAME. The name of the Company shall be "PJC Hyde Park Realty
LLC". The business of the Company shall be conducted under such name or such
other names as may from time to time be established by the Manager.

     2.3  THE CERTIFICATE, ETC. The filing of the Certificate with the Secretary
of State of Delaware by the Manager is hereby ratified and confirmed by the sole
Member. The Manager hereby agrees to cause to be executed, filed and recorded
all such other certificates and documents, including amendments to the
Certificate, and to cause to be done such other acts as may be necessary or
appropriate to comply with all requirements for the formation, continuation and
operation of a limited liability company, the ownership of property, and the
conduct of business under the laws of the State of Delaware and any other
jurisdiction in which the Company may own property or conduct business.

     2.4  PRINCIPAL BUSINESS OFFICE, REGISTERED OFFICE AND REGISTERED AGENT. The
principal business office of the Company shall be located at 50 Service Avenue,
Warwick, Rhode Island 02886, or at such other location as may hereafter be
designated by the Manager. The registered office of the Company shall be 2711
Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The
registered agent for service of process on the Company shall be Corporation
Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle
County, Delaware 19808. The principal business office, the registered office and
the registered agent of the Company may be changed from time to time by the
Manager and in accordance with the then applicable provisions of the Act and any
other applicable laws.

     2.5  TERM OF COMPANY. The term of the Company shall commence on the date of
the initial filing of the Certificate with the office of the Secretary of State
of Delaware and shall continue until dissolved pursuant to the provisions of
SECTION 8.1.

     2.6  PURPOSES. The purposes of the Company are to engage in any lawful
business that may be engaged in by a limited liability company organized under
the Act. In addition, and not in limitation of the foregoing, the Company shall
have the following purposes: (i) to acquire, hold, own, operate, maintain,
improve, expand, sell, pledge, mortgage, develop, lease, manage, subdivide,
exchange or otherwise dispose of real and personal property of every kind and
description and interests in Entities which own (directly or indirectly) real
and personal property, and (ii) to acquire, hold, own, manage, sell, exchange or
otherwise dispose of investments of every kind and description and interests in
Entities which own (directly and indirectly) interests in businesses or ventures
of every kind.

     2.7  POWERS. In furtherance of its purposes, but subject to all of the
provisions of this

                                      - 4 -



Agreement, the Company shall have the power and is hereby authorized to:

          (a) acquire by purchase, lease, contribution of property or otherwise
     and own, hold, sell, convey, transfer or dispose of real or personal
     property or securities or other interests in Entities which own or hold,
     directly or indirectly, real property or interests in businesses or
     ventures which may be necessary, convenient or incidental to the
     accomplishment of the purposes of the Company;

          (b) operate, purchase, maintain, finance, improve, expand, own, sell,
     convey, assign, mortgage, lease or demolish or otherwise dispose of real or
     personal property or securities or other interests in Entities which own or
     hold, directly or indirectly, real property or interests in businesses or
     ventures which may be necessary, convenient or incidental to the
     accomplishment of the purposes of the Company;

          (c) borrow money and issue evidences of indebtedness in furtherance of
     any or all of the purposes of the Company, and secure the same by mortgage,
     pledge or other lien on the assets of the Company;

          (d) invest any funds of the Company pending distribution or payment of
     the same pursuant to the provisions of this Agreement;

          (e) prepay in whole or in part, refinance, recast, increase, modify or
     extend any indebtedness of the Company and, in connection therewith,
     execute any extensions, renewals or modifications of any mortgage or
     security agreement securing such indebtedness;

          (f) enter into, perform and carry out contracts of any kind,
     including, without limitation, contracts with any Affiliate of a Member and
     contracts in respect of rendering operating or management services or in
     respect of acting as a manager to any Person or Persons, necessary to, in
     connection with, or incidental to the accomplishment of the purposes of the
     Company;

          (g) establish reserves for capital expenditures, working capital, debt
     service, taxes, assessments, insurance premiums, repairs, improvements,
     depreciation, depletion, obsolescence, and general maintenance of buildings
     and other property out of the rents, profits, or other income received;

          (h) employ or otherwise engage employees, managers, contractors,
     advisors and consultants and pay reasonable compensation for such services;

          (i) enter into partnerships, limited liability companies or other
     ventures with other Persons in furtherance of the purposes of the Company;
     and

          (j) do such other things and engage in such other activities related
     to the foregoing as may be necessary, convenient or advisable with respect
     to the conduct of the business of the Company, and have and exercise all of
     the powers and rights conferred upon limited liability companies formed
     pursuant to the Act.

                                      - 5 -



                                    ARTICLE 3

                                 CAPITALIZATION

     3.1  CAPITALIZATION.

          (a) The sole Member shall contribute or cause to be contributed to the
     Company as promptly as possible following the execution of this Agreement,
     the sum of One Thousand and 00/100 Dollars ($1,000.00) in cash in
     consideration for which the sole Member shall be issued and shall be deemed
     to own 100% of the member interest of the Company. Such member interest
     shall not be certificated.

          (b) The sole Member may from time to time contribute or cause to be
     contributed to the Company such additional money or property as the sole
     Member may desire to contribute, provided that at no time shall the sole
     Member be required to contribute any cash or property other than the
     aforesaid sum of One Thousand and 00/100 Dollars ($1,000.00).

                                    ARTICLE 4

                           BOOKS; ACCOUNTING; REPORTS

     4.1  BOOKS AND RECORDS; INSPECTION.

          (a) The Company shall keep, or cause to be kept, complete and accurate
     books and records of account of the Company. The Company shall maintain the
     following at its principal business office: (i) a writing setting forth the
     sole Member's full name and last known business address; (ii) a copy of the
     Certificate, including all certificates of amendment thereto and executed
     copies of all powers of attorney pursuant to which the Certificate or any
     certificate of amendment has been executed; (iii) copies of the Company's
     Federal, state and local income tax returns and reports, if any, for the
     three (3) most recent Fiscal Years of the Company; (iv) copies of this
     Agreement and of any financial statements of the Company for the three (3)
     most recent Fiscal Years of the Company; and (v) all other records required
     to be maintained pursuant to the Act.

          (b) The sole Member shall have the right, at all reasonable times and
     upon reasonable notice during usual business hours, to audit, examine and
     make copies of or extracts from the books of account of the Company for any
     purpose reasonably related to such Member's interest as the sole Member of
     the Company. Such right may be exercised through any agent or employee of
     such Member designated by it or by a certified public accountant designated
     by such Member. The sole Member shall bear all expenses incurred in any
     examination made for such Member's account.

     4.2 FILING OF RETURNS AND OTHER WRITINGS.

          (a) The Company shall cause the preparation and timely filing of all
     Company tax returns and shall timely file all other writings required by
     any governmental authority having jurisdiction to require such filing.

                                      - 6 -


          (b) The provisions of this SECTION 4.2 shall survive the termination
     of the Company and shall remain binding for as long a period of time as is
     necessary to resolve with the Internal Revenue Service or other
     governmental authority any and all matters regarding the Federal income or
     other taxation of the Company or the sole Member.

     4.3 RESERVES. The Company may establish such reserves as the Manager shall
from time to time determine to be necessary or appropriate.

                                    ARTICLE 5

                                   ALLOCATIONS

     5.1 ALLOCATION OF PROFIT AND LOSS. The profit and loss of the Company for
each Fiscal Year shall be attributed to the sole Member, For purposes of
determining profit, loss or any other items allocable to any period, profit,
loss and any such other items shall be determined on a daily, monthly or other
basis, as determined by the Manager using any permissible method under the Code
and the Treasury Regulations promulgated thereunder.

     5.2 TAX ALLOCATIONS. All items of income, gain, loss, deduction or credit
shall be attributed to the sole Member, as required by law.

                                    ARTICLE 6

                                  DISTRIBUTIONS

     6.1 DISTRIBUTIONS OTHER THAN PROCEEDS OF ANY LIQUIDATING TRANSACTION.
Subject to SECTION 6.2, Section 18-607 of the Act and any other applicable law,
Available Cash shall be applied and distributed from time to time, as the
Manager shall determine, to the sole Member.

     6.2 PROCEEDS OF ANY LIQUIDATING TRANSACTION. Upon the occurrence of any
transaction (a "LIQUIDATING TRANSACTION") involving the sale or other
disposition of all or substantially all of the assets of the Company, all
Available Cash resulting therefrom (or from any other source during the period
of winding up of the Company) shall be applied FIRST to the payment of any debts
or liabilities of the Company to creditors (including, as applicable, the sole
Member in its capacity as a creditor) or to the funding of reserves for debts or
liabilities not then due and owing and for contingent liabilities to the extent
deemed reasonable by the Manager and THEN to the sole Member. It is understood
and agreed that all payments under this SECTION 6.2 shall be made as soon as
reasonably practicable and in any event by the end of the Fiscal Year in which
such Liquidating Transaction occurs or, if later, within ninety (90) days after
the date of such Liquidating Transaction.

                                    ARTICLE 7

                       RIGHTS AND OBLIGATIONS OF MEMBERS;
                      MANAGEMENT OF THE COMPANY'S BUSINESS

     7.1 LIMITED LIABILITY. Except as otherwise provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the sole Member shall not be obligated personally for any such
debt, obligation or liability of the Company by reason of being a member of the

                                      - 7 -



Company. The sole Member shall not be required to lend any funds to the Company.

     7.2  MANAGEMENT AND CONTROL.

          (a) The sole Member, in its capacity as such: (i) shall not
     participate in the management or control of the business of, or transact
     any business for or on behalf of, the Company; (ii) shall have no voting
     rights, except as specifically provided in this Agreement; and (iii) shall
     have no power to sign for or bind the Company. The Sole Member shall,
     however, have the approval rights expressly set forth elsewhere in this
     Agreement or specifically required by the Act.

          (b) Except as otherwise specifically provided in this Agreement, the
     Manager shall have full authority and responsibility and exclusive and
     complete discretion in the management, control, operation and disposition
     of the business and assets of the Company for the purposes herein stated,
     shall make all decisions affecting the Company's business and assets and
     shall have full, complete and exclusive discretion to take any and all
     actions that the Company is authorized to take and to make all decisions
     with respect thereto. The Manager may appoint a President, one or more Vice
     Presidents, a Treasurer and a Secretary and such other officers as the
     Manager shall deem appropriate, each of which officers may, to the extent
     provided by the Manager, have the powers attendant to a similar officer of
     a Delaware corporation. Except as otherwise provided by the Act, the
     Manager shall not be personally liable for any of the debts, liabilities,
     obligations or contracts of the Company, nor shall the Manager, in its
     capacity as such, be required to contribute or lend any funds to the
     Company.

          (c) Subject to the express provisions of this Agreement, the Manager
     shall have the authority to execute on behalf of the Company, as its
     authorized signatory, such agreements, contracts, instruments and other
     documents as it shall from time to time approve, such approval to be
     conclusively evidenced by its execution and delivery of any of the
     foregoing, including, without limitation: (i) checks, drafts, notes and
     other negotiable instruments; (ii) deeds of trust and assignments of
     rights; (iii) contracts for the sale of assets or relating to consulting,
     advisory or management services, deeds, leases, assignments and bills of
     sale; and (iv) loan agreements, mortgages, security agreements, pledge
     agreements and financing statements. The signature of the Manager on any
     such instrument, agreement, contract, lease, conveyance or document, or
     upon any check, draft, note or other negotiable instrument, shall be
     sufficient to bind the Company in respect thereof and shall conclusively
     evidence the authority of the Manager with respect thereto, and no third
     person need look to the application of funds or authority to act or require
     the joinder or consent of any other party.

     7.3  EVIDENCE OF AUTHORITY, ETC.

          (a)  Any Person dealing with the Company may rely on a certificate
     signed by the Manager as to:

                    (i)   the identity of the sole Member, the Manager or the
     officers,

                                      - 8 -



          employees or agents of the Company;

                            (ii)   the existence or nonexistence of any fact or
                            facts which constitute conditions precedent to acts
                            by the sole Member, the Manager, or any officer,
                            employee or agent or are in any other manner germane
                            to the affairs of the Company;

                            (iii)  who is authorized to execute and deliver any
                            instrument or document on behalf of the Company;

                            (iv)   the authenticity of a copy of this Agreement
                            and amendments hereto;

                            (v)    any act or failure to act by the Company or
                            as to any other matter whatsoever involving the
                            Company, the sole Member, the Manager, or any
                            officer, employee or agent; or

                            (vi)   the authority of the Manager or any officer,
                            employee or agent or other Person to act on behalf
                            of the Company.

     7.4 DESIGNATION OF MANAGER. The sole Member hereby confirms the designation
of the Person specified as the Manager in the first paragraph of this Agreement
as the Manager. By execution of this Agreement, such Person hereby accepts such
designation.

     7.5  OTHER BUSINESS, ETC.

          (a) The Manager, sole Member and any Affiliate thereof may engage in
     or possess an interest in other business ventures (unconnected with the
     Company) of every kind and description, independently or with others, and
     the Company shall not have any rights in or to such independent ventures or
     the income or profits therefrom by virtue of this Agreement.

          (b) Unless otherwise approved by the Company, no Person shall use any
     proprietary or confidential information owned by the Company other than for
     the benefit of the Company, whether or not such Person remains a Member,
     Affiliate, Manager, director, officer or employee of the Company.

     7.6  STANDARD OF CARE; INDEMNIFICATION OF MEMBERS, OFFICERS, EMPLOYEES AND
AGENTS.

          (a) No Member shall have any personal liability whatsoever to the
     Company or any other Member on account of such Member's status as a Member
     or by reason of such Member's acts or omissions in connection with the
     conduct of the business of the Company.

          (b) The Company shall indemnify and hold harmless each Member and the
     affiliates of any Member (each an "Indemnified Person") against any and all
     losses, claims, damages, expenses and liabilities (including, but not
     limited to, any investigation, legal

                                      - 9 -



     and other reasonable expenses incurred in connection with, and any amounts
     paid in settlement of, any action, suit, proceeding or claim) of any kind
     or nature whatsoever that such Indemnified Person may at any time become
     subject to or liable for by reason of the formation, operation or
     termination of the Company, or the Indemnified Person's acting as a Member
     under this Agreement, or the authorized actions of such Indemnified Person
     in connection with the conduct of the affairs of the Company (including,
     without limitation, indemnification against negligence, gross negligence or
     breach of duty). The indemnities provided hereunder shall survive
     termination of the Company and this Agreement. Costs and expenses that are
     subject to indemnification hereunder shall, at the request of any
     Indemnified Person, be advanced by the Company to or on behalf of such
     Indemnified Person prior to final resolution of a matter, so long as such
     Indemnified Person shall have provided the Company with a written
     undertaking to reimburse the Company for all amounts so advanced if it is
     ultimately determined that the Indemnified Person is not entitled to
     indemnification hereunder.

          (c) The contract rights to indemnification and to the advancement of
     expenses conferred in this Section 7.6 shall not be exclusive of any other
     right that any person may have or hereafter acquire under any statute,
     agreement, vote of the Members or otherwise.

          (d) The Company may maintain insurance, at its expense, to protect
     itself and any Member, employee or agent of the Company or another limited
     liability company, corporation, partnership, joint venture, trust or other
     enterprise against any expense, liability or loss, whether or not the
     Company would have the power to indemnify such person against such expense,
     liability or loss under the Delaware Act.

          (e) The Company may, to the extent authorized from time to time by the
     Members, grant rights to indemnification and to advancement of expenses to
     any officer, employee or agent of the Company to the fullest extent of the
     provisions of this Section 7.6 with respect to the indemnification and
     advancement of expenses of Members of the Company.

          (f) Notwithstanding the foregoing provisions of this Section 7.6, the
     Company shall indemnify an Indemnified Person in connection with a
     proceeding (or part thereof) initiated by such Indemnified Person only if
     such proceeding (or part thereof) was authorized by the Members; provided,
     however, that an Indemnified Person shall be entitled to reimbursement of
     his or her reasonable counsel fees with respect to a proceeding (or part
     thereof) initiated by such Indemnified Person to enforce his or her right
     to indemnity or advancement of expenses under the provisions of this
     Section 7.6 to the extent the Indemnified Person is successful on the
     merits in such proceeding (or part thereof).

                                    ARTICLE 8

                                   TERMINATION

     8.1  EVENTS OF DISSOLUTION.

                                     - 10 -



          (a) In accordance with Section 18-801 of the Act, the Company shall be
     dissolved and the affairs of the Company wound up upon (i) a determination
     of the sole Member to dissolve the Company; or (ii) entry of a judicial
     decree of dissolution.

          (b) Dissolution of the Company shall be effective on the day on which
     a determination of the sole Member to dissolve the Company occurs or the
     day on which a judicial decree of dissolution is entered, but the Company
     shall not terminate until the assets of the Company shall have been
     distributed as provided herein and a certificate of cancellation of the
     Company has been filed with the Secretary of State of Delaware.

     8.2 APPLICATION OF ASSETS. In the event of dissolution, the Company shall
conduct only such activities as are necessary to wind up its affairs (including
the sale of the assets of the Company in an orderly manner), and the assets of
the Company shall be applied in the manner, and in the order of priority, set
forth in SECTION 6.2.

                                    ARTICLE 9

                                  MISCELLANEOUS

     9.1  NOTICES.

          (a) Any and all notices, consents, offers, elections and other
     communications required or permitted under this Agreement shall be deemed
     adequately given only if in writing and the same shall be delivered either
     in hand or by Federal Express or similar expedited commercial carrier,
     addressed to the recipient of the notice, postage prepaid and registered,
     or with all freight charges prepaid (if by Federal Express or similar
     carrier).

          (b) All notices, demands and requests to be sent hereunder shall be
     deemed to have been given for all purposes of this Agreement upon the date
     of receipt or refusal.

          (c) All such notices, demands and requests shall be addressed to the
     address set forth on SCHEDULE A hereto or to such other United States
     address as the Member may have designated for itself by written notice to
     the Company in the manner herein prescribed, except that notices of change
     of address shall be effective only upon receipt.

     9.2  WORD MEANINGS. The words such as "herein", "hereinafter", "hereof" and
"hereunder" refer to this Agreement as a whole and not merely to a subdivision
in which such words appear unless the context otherwise requires. The singular
shall include the plural and the masculine gender shall include the feminine and
neuter, and vice versa, unless the context otherwise requires.

     9.3  BINDING PROVISIONS. The covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the heirs, executors,
administrators and legal representatives or successors and assigns, as the case
may be, of the party hereto.

     9.4  APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware. In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control and

                                     - 11 -



take precedence.

     9.5  SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall be
considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

     9.6  COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

     9.7  ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
of the sole Member and the Company with respect to the transactions contemplated
herein and supersedes all prior understandings or agreements in respect of such
transactions.

     9.8  AMENDMENTS. This Agreement shall not be amended except with the prior
written consent of the sole Member. Any consent may be given subject to
satisfaction of conditions stated therein.

     9.9  INVESTMENT REPRESENTATIONS. The sole Member understands that its
Company Interest has not been registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), on the grounds that its acquisition of such
Company Interest is exempt under Section 4(2) of the Securities Act as not
involving a public offering.

     9.10 TAX PRINCIPLES. For so long as the Company is owned by a sole Member,
it shall be treated as a disregarded entity for Federal and state income tax
purposes pursuant to Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and corresponding provisions of state law. Upon the admission to the
Company of more than one Member, the Company shall be treated as having become,
in the manner prescribed by Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and Internal Revenue Service Revenue Rulings 99-5 and 99-6, a
partnership for Federal and state income tax purposes pursuant to Sections
301.7701-2 and 301.7701-3 of the Treasury Regulations and corresponding
provisions of state law, and this Agreement will be amended accordingly to
reflect the same.

                  [remainder of page intentionally left blank]

                                     - 12 -


     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Agreement under seal as of the day and year first above written.

                                   PJC SPECIAL REALTY HOLDINGS, INC.,
                                   a Delaware corporation


                                   By: /s/ Michel Coutu
                                       Michel Coutu
                                       President

                                     - 13 -



                                TABLE OF CONTENTS
                                   (continued)



                                                                            Page
                                                                            ----



                                  SCHEDULE A TO
             PJC REALTY N.E. LLC LIMITED LIABILITY COMPANY AGREEMENT

                     NAME AND ADDRESS              COMPANY INTEREST

                         MEMBER

          PJC Special Realty Holdings, Inc.             100%
          50 Service Avenue
          Warwick, Rhode Island 02886



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                   Page
                                                                                                   ----
                                                                                               
ARTICLE 1    DEFINITIONS                                                                              1

ARTICLE 2    FORMATION OF LIMITED LIABILITY COMPANY                                                   3
    2.1               Formation                                                                       3
    2.2               Company Name                                                                    3
    2.3               The Certificate, Etc                                                            3
    2.4               Principal Business Office, Registered Office and Registered Agent               3
    2.5               Term of Company                                                                 3
    2.6               Purposes                                                                        3
    2.7               Powers                                                                          3

ARTICLE 3    CAPITALIZATION                                                                           5
    3.1               Capitalization.                                                                 5

ARTICLE 4    BOOKS; ACCOUNTING; REPORTS                                                               5
    4.1               Books and Records; Inspection.                                                  5
    4.2               Filing of Returns and Other Writings.                                           5
    4.3               Reserves                                                                        6

ARTICLE 5    ALLOCATIONS                                                                              6
    5.1               Allocation of Profit and Loss                                                   6
    5.2               Tax Allocations                                                                 6

ARTICLE 6    DISTRIBUTIONS                                                                            6
    6.1               Distributions Other Than Proceeds of Any Liquidating Transaction                6
    6.2               Proceeds of Any Liquidating Transaction                                         6

ARTICLE 7    RIGHTS AND OBLIGATIONS OF MEMBERS; MANAGEMENT OF THE COMPANY'S BUSINESS                  6
    7.1               Limited Liability                                                               6
    7.2               Management and Control.                                                         7
    7.3               Evidence of Authority, Etc.                                                     7
    7.4               Designation of Manager                                                          8
    7.5               Other Business, Etc.                                                            8
    7.6               Standard of Care; Indemnification of Members, Officers, Employees and Agents.   8

ARTICLE 8    TERMINATION                                                                              9
    8.1               Events of Dissolution.                                                          9
    8.2               Application of Assets                                                          10

ARTICLE 9    MISCELLANEOUS                                                                           10
    9.1               Notices.                                                                       10
    9.2               Word Meanings                                                                  10
    9.3               Binding Provisions                                                             10
    9.4               Applicable Law                                                                 10


                                     - 15 -



                               TABLE OF CONTENTS
                                  (continued)



                                                                                                    Page
                                                                                                    ----
                                                                                                
9.5                   Separability of Provisions                                                      10
9.6                   Counterparts                                                                    11
9.7                   Entire Agreement                                                                11
9.8                   Amendments                                                                      11
9.9                   Investment Representations                                                      11
9.10                  Tax Principles                                                                  11


                                      - 16-

EX-3.51

                                                                    Exhibit 3.51

                                    DELAWARE
                                                PAGE 1

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PJC LEASE HOLDINGS, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE NINTH DAY OF NOVEMBER, A.D. 2001,
AT 2:30 O'CLOCK P.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "PHARMACY HOLDINGS CORP."
TO "PJC LEASE HOLDINGS, INC.", FILED THE TWENTY-SECOND DAY OF JANUARY, A.D.
2002, AT 4:30 O'CLOCK P.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-SEVENTH DAY OF
MAY, A.D. 2003, AT 4:35 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State
[SEAL]
3455364 8100H                            AUTHENTICATION: 3256694

040547262                                          DATE: 07-27-04



                                                          STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                      FILED 02:30 PM 11/09/2001
                                                         010568221 - 3455364

                          CERTIFICATE OF INCORPORATION

                                       OF

                             PHARMACY HOLDINGS CORP.

          FIRST: The name of the Corporation is Pharmacy Holdings Corp.
(hereinafter the "Corporation").

          SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at that address is The Corporation
Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware
Code (the "GCL").

          FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 1,000 shares of Common Stock, each having a par
value of one penny ($.01).

          FIFTH: The name and mailing address of the Sole Incorporator is as
follows:

          NAME                         ADDRESS

Lynn Buckley                           P.O. Box 636
                                       Wilmington, DE 19899

          SIXTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

          (1) The business and affairs of the Corporation shall be managed by or
     under the direction of the Board of Directors.



          (2) The directors shall have concurrent power with the stockholders to
     make, alter, amend, change, add to or repeal the By-Laws of the
     Corporation.

          (3) The number of directors of the corporation shall be as from time
     to time fixed by, or in the manner provided in, the By-Laws of the
     Corporation. Election of directors need not be by written ballot unless the
     By-Laws so provide.

          (4) No director shall be personally liable to the Corporation or any
     of its stockholders for monetary damages for breach of fiduciary duty as a
     director, except for liability (i) for any breach of the director's duty of
     loyalty to the Corporation or its stockholders, (ii) for acts or omissions
     not in good faith or which involve intentional misconduct or a knowing
     violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any
     transaction from which the director derived an improper personal benefit.
     Any repeal or modification of this Article SIXTH by the stockholders of the
     Corporation shall not adversely affect any right or protection of a
     director of the Corporation existing at the time of such repeal or
     modification with respect to acts or omissions occurring prior to such
     repeal or modification.

          (5) In addition to the powers and authority hereinbefore or by statute
     expressly conferred upon them, the directors are hereby empowered to
     exercise all such powers and do all such acts and things as may be
     exercised or done by the Corporation, subject, nevertheless, to the
     provisions of the GCL, this Certificate of Incorporation, and any By-Laws
     adopted by the stockholders; provided, however, that no By-Laws hereafter
     adopted by the stockholders shall invalidate any prior act of the directors
     which would have been valid if such By-Laws had not been adopted.

          SEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws

                                        2



may provide. The books of the Corporation may be kept (subject to any provision
contained in the GCL) outside the State of Delaware at such place or places as
may be designated from time to time by the Board of Directors or in the By-Laws
of the Corporation.

          EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

          I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the GCL, do make this
Certificate, hereby declaring and certifying that this is my act and deed and
the facts herein stated are true, and accordingly have hereunto set my hand this
9th day of November, 2001.


                                       /s/ Lynn Buckley
                                       -------------------------------
                                       Lynn Buckley
                                       Sole Incorporator

                                        3



                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 01/22/2002
                                                          020043759 - 3455364

                            CERTIFICATE OF AMENDMENT

                                       TO

                          CERTIFICATE OF INCORPORATION

                                       OF

                             PHARMACY HOLDINGS CORP.

     Pharmacy Holdings Corp., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"CORPORATION"), does hereby certify:

     FIRST: That all of the Stockholders and all of the members of the Board of
Directors of the Corporation, by written consent, filed with the minutes of the
Corporation, have passed resolutions proposing and declaring advisable the
following amendment to the Certificate of Incorporation of the Corporation:

     RESOLVED: That Article FIRST of the Certificate of Incorporation of the
               Corporation be amended so that, as amended, said paragraph FIRST
               shall be and read in its entirety as follows:

              "FIRST:  The name of this Corporation is PJC Lease Holdings, Inc."

     SECOND: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 103 and 242 of the General Corporation Law
of the State of Delaware.

     IN WITNESS WHEREOF, Pharmacy Holdings Corp. has caused this Certificate of
Amendment to be signed by Michel Coutu, its Secretary, this 22nd day of January,
2002.

                                                         PHARMACY HOLDINGS CORP.


                                                         By: /s/ Michel Coutu
                                                           ---------------------
                                                            Michel Coutu
                                                            Secretary

EX-3.52

                                                                    Exhibit 3.52

                                     BY-LAWS

                                       OF

                             PHARMACY HOLDINGS CORP.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

          SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

          SECTION 2. OTHER OFFICES. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.



                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          SECTION 1. PLACE OF MEETINGS. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors.

          SECTION 2. ANNUAL MEETINGS. The Annual Meetings of Stockholders for
the election of directors shall be held on such date and at such time as shall
be designated from time to time by the Board of Directors. Any other proper
business may be transacted at the Annual Meeting of Stockholders.

          SECTION 3. SPECIAL MEETINGS. Unless otherwise required by law or by
the certificate of incorporation of the Corporation, as amended and restated
from time to time (the "Certificate of Incorporation"), Special Meetings of
Stockholders, for any purpose or purposes, may be called by either (i) the
Chairman, if there be one, or (ii) the President, (iii) any Vice President, if
there be one, (iv) the Secretary or (v) any Assistant Secretary, if there be
one, and shall be called by any such officer at the request in writing of (i)
the Board of Directors, (ii) a committee of the Board of Directors that has been
duly designated by the Board of Directors and whose powers and authority include
the power to call such meetings or (iii) stockholders owning a majority of the
capital stock of the Corporation issued and outstanding and entitled to

                                        2



vote. Such request shall state the purpose or purposes of the proposed meeting.
At a Special Meeting of Stockholders, only such business shall be conducted as
shall be specified in the notice of meeting (or any supplement thereto).

          SECTION 4. NOTICE. Whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. Unless
otherwise required by law, the written notice of any meeting shall be given not
less than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting.

          SECTION 5. ADJOURNMENTS. Any meeting of the stockholders may be
adjourned from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

                                        3



          SECTION 6. QUORUM. Unless otherwise required by law or the Certificate
of Incorporation, the holders of a majority of the capital stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. A quorum, once established, shall not be broken by the
withdrawal of enough votes to leave less than a quorum. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, in the manner
provided in Section 5, until a quorum shall be present or represented.

          SECTION 7. VOTING. Unless otherwise required by law, the Certificate
of Incorporation or these By-laws, any question brought before any meeting of
stockholders, other than the election of directors, shall be decided by the vote
of the holders of a majority* of the total number of votes of the capital stock
represented and entitled to vote thereat, voting as a single class. Unless
otherwise provided in the

- ----------

*    Section 216 of the DGCL permits a corporation to specify in its charter or
     by-laws the minimum number of votes necessary for the transaction of any
     business at a meeting of stockholders, subject to the requirements
     elsewhere in the DGCL as to the vote required for a specific action.
     Section 102 of the DGCL permits a corporation's charter to include a
     provision requiring for any corporate action the vote of a larger portion
     of the stock than is required elsewhere in the DGCL. Absent special
     circumstances, however, a majority is customary.

                                        4



Certificate of Incorporation, and subject to Section 5 of Article V hereof, each
stockholder represented at a meeting of stockholders shall be entitled to cast
one vote for each share of the capital stock entitled to vote thereat held by
such stockholder. Such votes may be cast in person or by proxy but no proxy
shall be voted on or after three years from its date, unless such proxy provides
for a longer period. The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of stockholders, in such officer's
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

          SECTION 8. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders of the
Corporation, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or
agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified

                                        5



or registered mail, return receipt requested. Every written consent shall bear
the date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty days of the earliest dated consent delivered in the manner
required by this Section 8 to the Corporation, written consents signed by a
sufficient number of holders to take action are delivered to the Corporation by
delivery to its registered office in the state of Delaware, its principal place
of business, or an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing and who, if the action had been taken at a meeting, would
have been entitled to notice of the meeting if the record date for such meeting
had been the date that written consents signed by a sufficient number of holders
to take the action were delivered to the Corporation as provided above in this
section.

          SECTION 9. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stock-

                                        6


holder, for any purpose germane to the meeting, during ordinary business hours,
for a period of at least ten days prior to the meeting either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present.

          SECTION 10. STOCK LEDGER. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 9 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

          SECTION 11. CONDUCT OF MEETINGS. The Board of Directors of the
Corporation may adopt by resolution such rules and regulations for the conduct
of the meeting of the stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of the stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting;

                                        7



(ii) the determination of when the polls shall open and close for any given
matter to be voted on at the meeting; (iii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iv) limitations on
attendance at or participation in the meeting to stockholders of record of the
corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting shall determine; (v) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and (vi) limitations
on the time allotted to questions or comments by participants.

                                   ARTICLE III

                                    DIRECTORS

          SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors
shall consist of not less than one nor more than fifteen members, the exact
number of which shall initially be fixed by the Incorporator and thereafter from
time to time by the Board of Directors. Except as provided in Section 2 of this
Article III, directors shall be elected by a plurality of the votes cast at the
Annual Meetings of Stockholders and each director so elected shall hold office
until the next Annual Meeting of Stockholders and until such director's
successor is duly elected and qualified, or until such director's earlier death,
resignation or removal. Any director may resign at any time upon written notice
to the Corporation. Directors need not be stockholders.

                                        8



          SECTION 2. VACANCIES. Unless otherwise required by law or the
Certificate of Incorporation, vacancies arising through death, resignation,
removal, an increase in the number of directors or otherwise may be filled only
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, or until their earlier death, resignation or removal.

          SECTION 3. DUTIES AND POWERS. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these By-Laws required to be exercised or done by the stockholders.

          SECTION 4. MEETINGS. The Board of Directors may hold meetings, both
regular and special, either within or without the State of Delaware. Regular
meetings of the Board of Directors may be held without notice at such time and
at such place as may from time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman, if
there be one, the President, or by any director. Notice thereof stating the
place, date and hour of the meeting shall be given to each director either by
mail not less than fortyeight (48) hours before the date of the meeting, by
telephone or telegram on twenty-

                                        9



four (24) hours' notice, or on such shorter notice as the person or persons
calling such meeting may deem necessary or appropriate in the circumstances.

          SECTION 5. QUORUM. Except as otherwise required by law or the
Certificate of Incorporation, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

          SECTION 6. ACTIONS BY WRITTEN CONSENT. Unless otherwise provided in
the Certificate of Incorporation, or these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all the members of the
Board of Directors or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.

          SECTION 7. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided in the Certificate of Incorporation, members of the Board of Directors
of the Corporation, or any committee thereof, may participate in a meeting of
the Board of Directors or such committee by means of a conference telephone or

                                       10



similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section 7 shall constitute presence in person at such meeting.

          SECTION 8. COMMITTEES. The Board of Directors may designate one or
more committees, each committee to consist of one or more of the directors of
the Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. Any committee, to the
extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it. Each committee shall keep regular minutes and report to the
Board of Directors when required.

                                       11



          SECTION 9. COMPENSATION. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director, payable in cash or securities. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.

          SECTION 10. INTERESTED DIRECTORS. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because the director or officer's vote is
counted for such purpose if (i) the material facts as to the director or
officer's relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (ii) the material
facts as

                                       12


to the director or officer's relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (iii) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified by the
Board of Directors, a committee thereof or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

          SECTION 1. GENERAL. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President, a Secretary and a Treasurer.
The Board of Directors, in its discretion, also may choose a Chairman of the
Board of Directors (who must be a director) and one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers and other officers. Any number of
offices may be held by the same person, unless otherwise prohibited by law or
the Certificate of Incorporation. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the
Board of Directors, need such officers be directors of the Corporation.

                                       13



          SECTION 2. ELECTION. The Board of Directors, at its first meeting held
after each Annual Meeting of Stockholders (or action by written consent of
stockholders in lieu of the Annual Meeting of Stockholders), shall elect the
officers of the Corporation who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors; and all officers of the Corporation
shall hold office until their successors are chosen and qualified, or until
their earlier death, resignation or removal. Any officer elected by the Board of
Directors may be removed at any time by the affirmative vote of the Board of
Directors. Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

          SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the President or any Vice President or any
other officer authorized to do so by the Board of Directors and any such officer
may, in the name of and on behalf of the Corporation, take all such action as
any such officer may deem advisable to vote in person or by proxy at any meeting
of security holders of any corporation in which the Corporation may own
securities and at any such meeting shall possess and may exercise any and all
rights and power incident to the

                                       14



ownership of such securities and which, as the owner thereof, the Corporation
might have exercised and possessed if present. The Board of Directors may, by
resolution, from time to time confer like powers upon any other person or
persons.

          SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Corporation, unless the
Board of Directors designates the President as the Chief Executive Officer, and,
except where by law the signature of the President is required, the Chairman of
the Board of Directors shall possess the same power as the President to sign all
contracts, certificates and other instruments of the Corporation which may be
authorized by the Board of Directors. During the absence or disability of the
President, the Chairman of the Board of Directors shall exercise all the powers
and discharge all the duties of the President. The Chairman of the Board of
Directors shall also perform such other duties and may exercise such other
powers as may from time to time be assigned by these By-Laws or by the Board of
Directors.

          SECTION 5. PRESIDENT. The President shall, subject to the control of
the Board of Directors and, if there be one, the Chairman of the Board of
Directors, have general supervision of the business of the Corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. The President shall

                                       15



execute all bonds, mortgages, contracts and other instruments of the Corporation
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except that the other
officers of the Corporation may sign and execute documents when so authorized by
these By-Laws, the Board of Directors or the President. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the stockholders and the Board of
Directors. If there be no Chairman of the Board of Directors, or if the Board of
Directors shall otherwise designate, the President shall be the Chief Executive
Officer of the Corporation. The President shall also perform such other duties
and may exercise such other powers as may from time to time be assigned to such
officer by these By-Laws or by the Board of Directors.

          SECTION 6. VICE PRESIDENTS. At the request of the President or in the
President's absence or in the event of the President's inability or refusal to
act (and if there be no Chairman of the Board of Directors), the Vice President,
or the Vice Presidents if there is more than one (in the order designated by the
Board of Directors), shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may prescribe. If there
be no Chairman of the Board of

                                       16



Directors and no Vice President, the Board of Directors shall designate the
officer of the Corporation who, in the absence of the President or in the event
of the inability or refusal of the President to act, shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President.

          SECTION 7. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for committees of the Board of
Directors when required. The Secretary shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors, the Chairman of the Board of Directors or the President, under
whose supervision the Secretary shall be. If the Secretary shall be unable or
shall refuse to cause to be given notice of all meetings of the stockholders and
special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose
another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any

                                       17



such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest to the
affixing by such officer's signature. The Secretary shall see that all books,
reports, statements, certificates and other documents and records required by
law to be kept or filed are properly kept or filed, as the case may be.

          SECTION 8. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of the office
of the Treasurer and for the restoration to the Corporation, in case of the
Treasurer's death, resignation, retirement or removal from office, of all books,

                                       18


papers, vouchers, money and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

          SECTION 9. ASSISTANT SECRETARIES. Assistant Secretaries, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice President,
if there be one, or the Secretary, and in the absence of the Secretary or in the
event of the Secretary's disability or refusal to act, shall perform the duties
of the Secretary, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the Secretary.

          SECTION 10. ASSISTANT TREASURERS. Assistant Treasurers, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice President,
if there be one, or the Treasurer, and in the absence of the Treasurer or in the
event of the Treasurer's disability or refusal to act, shall perform the duties
of the Treasurer, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the Treasurer. If required by the Board of
Directors, an Assistant Treasurer shall give the Corporation a bond in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of the office of Assistant
Treasurer and for the restoration to the Corporation, in case of the Assistant
Treasurer's death, resignation, retirement or removal from office, of all

                                       19



books, papers, vouchers, money and other property of whatever kind in the
Assistant Treasurer's possession or under the Assistant Treasurer's control
belonging to the Corporation.

          SECTION 11. OTHER OFFICERS. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

          SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman of the Board of Directors, the President or a
Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by such stockholder in the Corporation.

          SECTION 2. SIGNATURES. Any or all of the signatures on a certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be

                                       20



issued by the Corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue.

          SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or the owner's legal representative, to advertise the same in such
manner as the Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed or the issuance of such new certificate.

          SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable
in the manner prescribed by law and in these By-Laws. Transfers of stock shall
be made on the books of the Corporation only by the person named in the
certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, which shall be cancelled before
a new certificate shall be issued. No transfer of stock shall be valid as
against the Corporation for any purpose

                                       21



until it shall have been entered in the stock records of the Corporation by an
entry showing from and to whom transferred.

          SECTION 5. RECORD DATE.

          (a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than sixty nor less than ten days before the date of such meeting. If no record
date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of stockholders
of record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; providing, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

          (b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and

                                       22



which record date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
law, shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by delivery
to its registered office in this State, its principal place of business, or an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by law, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolutions taking such prior action.

          (c) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date

                                       23



upon which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty days prior to such action. If no record date
is fixed, the record date for determining stockholders for any such purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

          SECTION 6. RECORD OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise required by
law.

                                   ARTICLE VI

                                     NOTICES

          SECTION 1. NOTICES. Whenever written notice is required by law, the
Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in

                                       24


the United States mail. Written notice may also be given personally or by
telegram, telex or cable.

          SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by law,
the Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed, by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance of a person at a
meeting, present in person or represented by proxy, shall constitute a waiver of
notice of such meeting, except where the person attends the meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened.

                                   ARTICLE VII

                               GENERAL PROVISIONS

          SECTION 1. DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the requirements of the DGCL and the provisions of the
Certificate of Incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting of the Board of Directors (or any action by
written consent in lieu thereof in accordance with Section 6 of Article III
hereof), and may be paid in cash, in property, or in shares of the Corporation's
capital stock. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for

                                       25



dividends such sum or sums as the Board of Directors from time to time, in its
absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.

          SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

          SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

          SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

          SECTION 1. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER
THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION. Subject to Section 3 of this
Article VIII, the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or

                                       26



proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that such
person is or was a director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the request of the Corporation
as a director or officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.

          SECTION 2. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR
IN THE RIGHT OF THE CORPORATION. Subject to Section 3 of this Article VIII, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a

                                       27



party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
such person is or was a director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

          SECTION 3. AUTHORIZATION OF INDEMNIFICATION. Any indemnification under
this Article VIII (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because such person has met the

                                       28



applicable standard of conduct set forth in Section 1 or Section 2 of this
Article VIII, as the case may be. Such determination shall be made, with respect
to a person who is a director or officer at the time of such determination, (i)
by a majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (ii) by a committee of such
directors designated by a majority vote of such directors, even though less than
a quorum, or (iii) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion or (iv) by the
stockholders. Such determination shall be made, with respect to former directors
and officers, by any person or persons having the authority to act on the matter
on behalf of the Corporation. To the extent, however, that a present or former
director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith, without the necessity of authorization in
the specific case.

          SECTION 4. GOOD FAITH DEFINED. For purposes of any determination under
Section 3 of this Article VIII, a person shall be deemed to have acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, or, with respect to any criminal action
or proceeding, to have had no reasonable cause to believe such person's conduct
was unlawful,

                                       29



if such person's action is based on the records or books of account of the
Corporation or another enterprise, or on information supplied to such person by
the officers of the Corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the Corporation or another
enterprise or on information or records given or reports made to the Corporation
or another enterprise by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care by the Corporation or
another enterprise. The term "another enterprise" as used in this Section 4
shall mean any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise of which such person is or was serving
at the request of the Corporation as a director, officer, employee or agent. The
provisions of this Section 4 shall not be deemed to be exclusive or to limit in
any way the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Section 1 or 2 of this Article VIII,
as the case may be.

          SECTION 5. INDEMNIFICATION BY A COURT. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VIII, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to the Court of Chancery in the State of Delaware for
indemnification to the extent otherwise permissible under Sections 1 and 2 of
this Article VIII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person

                                       30


has met the applicable standards of conduct set forth in Section 1 or 2 of this
Article VIII, as the case may be. Neither a contrary determination in the
specific case under Section 3 of this Article VIII nor the absence of any
determination thereunder shall be a defense to such application or create a
presumption that the director or officer seeking indemnification has not met any
applicable standard of conduct. Notice of any application for indemnification
pursuant to this Section 5 shall be given to the Corporation promptly upon the
filing of such application. If successful, in whole or in part, the director or
officer seeking indemnification shall also be entitled to be paid the expense of
prosecuting such application.

          SECTION 6. EXPENSES PAYABLE IN ADVANCE. Expenses incurred by a
director or officer in defending any civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the Corporation as authorized in this Article VIII.

          SECTION 7. NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF
EXPENSES. The indemnification and advancement of expenses provided by or granted
pursuant to this Article VIII shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled

                                       31



under the Certificate of Incorporation, any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, it being the policy of the Corporation that indemnification of the
persons specified in Sections 1 and 2 of this Article VIII shall be made to the
fullest extent permitted by law. The provisions of this Article VIII shall not
be deemed to preclude the indemnification of any person who is not specified in
Section 1 or 2 of this Article VIII but whom the Corporation has the power or
obligation to indemnify under the provisions of the General Corporation Law of
the State of Delaware, or otherwise.

          SECTION 8. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power or the obligation to
indemnify such person against such liability under the provisions of this
Article VIII.

          SECTION 9. CERTAIN DEFINITIONS. For purposes of this Article VIII,
references to "the Corporation" shall include, in addition to the resulting
corporation.

                                       32



any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors or
officers, so that any person who is or was a director or officer of such
constituent corporation, or is or was a director or officer of such constituent
corporation serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, shall stand in the
same position under the provisions of this Article VIII with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued. For
purposes of this Article VIII, references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director or officer with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Article VIII.

                                       33



          SECTION 10. SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VIII shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

          SECTION 11. LIMITATION ON INDEMNIFICATION. Notwithstanding anything
contained in this Article VIII to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 5 hereof),
the Corporation shall not be obligated to indemnify any director or officer in
connection with a proceeding (or part thereof) initiated by such person unless
such proceeding (or part thereof) was authorized or consented to by the Board of
Directors of the Corporation.

          SECTION 12. INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation
may, to the extent authorized from time to time by the Board of Directors,
provide rights to indemnification and to the advancement of expenses to
employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

                                   ARTICLE IX

                                       34



                                   AMENDMENTS

          SECTION 1. AMENDMENTS. These By-Laws may be altered, amended or
repealed, in whole or in part, or new By-Laws may be adopted by the stockholders
or by the Board of Directors, provided, however, that notice of such alteration,
amendment, repeal or adoption of new By-Laws be contained in the notice of such
meeting of stockholders or Board of Directors as the case may be. All such
amendments must be approved by either the holders of a majority of the
outstanding capital stock entitled to vote thereon or by a majority of the
entire Board of Directors then in office.

          SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article IX and
in these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies.

                                       ***

Adopted as of:    11/9/01
                  -------
Last Amended as of:
                     -----------

EX-3.53

                                                                    Exhibit 3.53

                                    DELAWARE
                                                PAGE 1

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PJC MANCHESTER REALTY LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE EIGHTH DAY OF JANUARY, A.D. 2002, AT 9
O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SEVENTH DAY OF MAY, A.D. 2003,
AT 3:31 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State
[SEAL]
3477745 8100H                           AUTHENTICATION: 3256703

040547273                                        DATE: 07-27-04



                                                          STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                      FILED 09:00 AM 01/08/2002
                                                         020014210 - 3477745


                            CERTIFICATE OF FORMATION

                                       OF

                            PJC MANCHESTER REALTY LLC

     This Certificate of Formation of PJC MANCHESTER REALTY LLC (the "COMPANY").
dated as of January 8, 2002, is being duly executed and filed by the
undersigned, as authorized person, to form a limited liability company under the
Delaware Limited Liability Company Act (6 DEL.C.Sec. 18-101, ET SEQ.).

     FIRST. The name of the limited liability company formed hereby is PJC
Manchester Realty LLC.

     SECOND. The address of the registered office in the State of Delaware is
2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.
The name of its Registered Agent at such address is Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.


                                       /s/ Julianne M. Ells
                                       -----------------------------------
                                       Julianne M. Ells, Authorized Person



                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                   DELIVERED 05:05 PM 05/27/2003
                                                     FILED 03:31 PM O5/27/2003
                                                    SRV 030343766 - 3477745 FILE


                            CERTIFICATE OF AMENDMENT

                                       OF

                            CERTIFICATE OF FORMATION

                                       OF

                            PJC MANCHESTER REALTY LLC

                        PURSUANT TO SECTION 18-202 OF THE
                     DELAWARE LIMITED LIABILITY COMPANY ACT

                                     * * * *

1)   The name of the Limited Liability Company is PJC Manchester Realty LLC.

2)   The Certificate of Amendment is hereby amended to change Article "2" of the
     Certificate of Formation to read as follows:

     "2. The address of the registered office in the State of Delaware is 615
     South DuPont Highway, in the City of Dover, County of Kent, 19901. The name
     of its registered agent at such address is NATIONAL CORPORATE RESEARCH,
     LTD."

     The undersigned, an authorized person of the limited liability company,
executes this Certificate of Amendment on May 27, 2003.


                                       /s/Randy Wyrofsky
                                       --------------------------
                                       Authorized Person

EX-3.54

                                                                    Exhibit 3.54

                            PJC MANCHESTER REALTY LLC

                       LIMITED LIABILITY COMPANY AGREEMENT

                           Dated as of January 8, 2002



                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                            PJC MANCHESTER REALTY LLC

     THIS LIMITED LIABILITY COMPANY AGREEMENT of PJC MANCHESTER REALTY LLC,
dated as of January 8, 2002, entered into by PJC SPECIAL REALTY HOLDINGS, INC.,
a Delaware corporation with its principal office at 50 Service Avenue, Warwick,
Rhode Island 02886 ("PJC SPECIAL"), as the sole Member and Manager of PJC
MANCHESTER REALTY LLC (the "COMPANY").

                                WITNESSETH THAT:

     WHEREAS, the Company shall be formed as a limited liability company
pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Sections
18-101 ET SEQ. (as from time to time amended and including any successor statute
of similar import, the "ACT") as of and by the filing of a Certificate of
Formation (the "CERTIFICATE") in the office of the Secretary of State of
Delaware; and

     WHEREAS, PJC Special wishes to set out its rights, obligations and duties
as the sole Member and Manager with respect to the Company and its business,
management and operations;

     NOW, THEREFORE, the sole Member hereby constitutes a limited liability
company for the purposes and on the terms and conditions set forth in this
Agreement as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Capitalized terms used in this Agreement shall have the meanings set forth
below or in the section of this Agreement referred to below:

     "ACT" shall have the meaning set forth in the recitals to this Agreement.

     "AFFILIATE" shall mean, with respect to any Person, (i) in the case of any
such Person which is a partnership, any partner in such partnership; (ii) any
other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with
respect to such Person or to one or more of the Persons referred to in preceding
clause (i); and (iii) any other Person who is an officer, director, trustee or
employee of, or partner in, such Person or any Person referred to in the
preceding clauses (i) and (ii); PROVIDED, HOWEVER, that such term shall not
include within its meaning the Company itself or a Subsidiary of the Company.

     "AGREEMENT" shall mean this Limited Liability Company Agreement, including
all schedules and exhibits hereto, as it and they may be amended, restated or
supplemented from time to time as herein provided.

     "AVAILABLE CASH" shall mean the excess of (i) the cash and short term
investments of the

                                      - 2 -



Company over (ii) any reserves established from time to time in accordance with
SECTION 4.3.

     "CERTIFICATE" shall mean the Certificate of Formation of Limited Liability
Company of the Company as provided for pursuant to the Act, as originally filed
with the office of the Secretary of State of Delaware, as amended and restated
from time to time as herein provided.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any subsequent Federal law of similar import, and, to the extent
applicable, any Treasury Regulations promulgated thereunder.

     "COMPANY" shall mean the limited liability company hereby established in
accordance with this Agreement, as such limited liability company may from time
to time be constituted.

     "COMPANY INTEREST" shall mean the interest of the sole Member in the
Company, as expressed on Schedule A opposite such Member's name.

     "ENTITY" shall mean any general partnership, limited partnership,
corporation, joint venture, trust, limited liability company, business trust,
cooperative, association, or governmental unit.

     "FISCAL YEAR" shall mean the fiscal year of the Company and shall be the
same as the taxable year of its sole Member. Each Fiscal Year shall commence on
the day immediately following the last day of the immediately preceding Fiscal
Year.

     "LIQUIDATING TRANSACTION" shall have the meaning set forth in SECTION 6.2.

     "MANAGER" shall mean PJC Special.

     "MEMBER" shall mean PJC Special.

     "PARENT" shall mean, with respect to any Person, any Person which owns
directly, or indirectly through one or more Subsidiaries, twenty percent (20%)
or more of the voting or beneficial interest in, or otherwise has the right or
power (whether by contract, through ownership of securities or otherwise) to
control, such Person.

     "PERSON" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so admits.

     "SUBSIDIARY" shall mean, with respect to any Person, any Entity (i) in
which such Person owns directly, or indirectly through one or more Subsidiaries,
twenty percent (20%) or more of the voting or beneficial interest; or (ii) which
such Person otherwise has the right or power to control (whether by contract,
through ownership of securities or otherwise).

     "TREASURY REGULATIONS" shall mean the Federal income tax regulations,
including any temporary or proposed regulations, promulgated under the Code, as
such Treasury Regulations may be amended from time to time (it being understood
that all references herein to specific sections of the Treasury Regulations
shall be deemed also to refer to any corresponding

                                      - 3 -



provisions of succeeding Treasury Regulations).

                                    ARTICLE 2
                     FORMATION OF LIMITED LIABILITY COMPANY

     2.1  FORMATION. The Company is hereby formed as a limited liability company
under and pursuant to the Act.

     2.2  COMPANY NAME. The name of the Company shall be "PJC Manchester Realty
LLC". The business of the Company shall be conducted under such name or such
other names as may from time to time be established by the Manager.

     2.3  THE CERTIFICATE, ETC. The filing of the Certificate with the Secretary
of State of Delaware by the Manager is hereby ratified and confirmed by the sole
Member. The Manager hereby agrees to cause to be executed, filed and recorded
all such other certificates and documents, including amendments to the
Certificate, and to cause to be done such other acts as may be necessary or
appropriate to comply with all requirements for the formation, continuation and
operation of a limited liability company, the ownership of property, and the
conduct of business under the laws of the State of Delaware and any other
jurisdiction in which the Company may own property or conduct business.

     2.4  PRINCIPAL BUSINESS OFFICE, REGISTERED OFFICE AND REGISTERED AGENT. The
principal business office of the Company shall be located at 50 Service Avenue,
Warwick, Rhode Island 02886, or at such other location as may hereafter be
designated by the Manager. The registered office of the Company shall be 2711
Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The
registered agent for service of process on the Company shall be Corporation
Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle
County, Delaware 19808. The principal business office, the registered office and
the registered agent of the Company may be changed from time to time by the
Manager and in accordance with the then applicable provisions of the Act and any
other applicable laws.

     2.5  TERM OF COMPANY. The term of the Company shall commence on the date of
the initial filing of the Certificate with the office of the Secretary of State
of Delaware and shall continue until dissolved pursuant to the provisions of
SECTION 8.1.

     2.6  PURPOSES. The purposes of the Company are to engage in any lawful
business that may be engaged in by a limited 1iability company organized under
the Act. In addition, and no t in limitation of the foregoing, the Company
shall have the following purposes: (i) to acquire, hold, own, operate, maintain,
improve, expand, sell, pledge, mortgage, develop, lease, manage, subdivide,
exchange or otherwise dispose of real and personal property of every kind and
description and interests in Entities which own (directly or indirectly) real
and personal property, and (ii) to acquire, hold, own, manage, sell, exchange or
otherwise dispose of investments of every kind and description and interests in
Entities which own (directly and indirectly) interests in businesses or ventures
of every kind.

     2.7  POWERS. In furtherance of its purposes, but subject to all of the
provisions of this

                                      - 4 -



Agreement, the Company shall have the power and is hereby authorized to:

          (a) acquire by purchase, lease, contribution of property or otherwise
     and own, hold, sell, convey, transfer or dispose of real or personal
     property or securities or other interests in Entities which own or hold,
     directly or indirectly, real property or interests in businesses or
     ventures which may be necessary, convenient or incidental to the
     accomplishment of the purposes of the Company;

          (b) operate, purchase, maintain, finance, improve, expand, own, sell,
     convey, assign, mortgage, lease or demolish or otherwise dispose of real or
     personal property or securities or other interests in Entities which own or
     hold, directly or indirectly, real property or interests in businesses or
     ventures which may be necessary, convenient or incidental to the
     accomplishment of the purposes of the Company;

          (c) borrow money and issue evidences of indebtedness in furtherance of
     any or all of the purposes of the Company, and secure the same by mortgage,
     pledge or other lien on the assets of the Company;

          (d) invest any funds of the Company pending distribution or payment
     of the same pursuant to the provisions of this Agreement;

          (e) prepay in whole or in part, refinance, recast, increase, modify or
     extend any indebtedness of the Company and, in connection therewith,
     execute any extensions, renewals or modifications of any mortgage or
     security agreement securing such indebtedness;

          (f) enter into, perform and carry out contracts of any kind,
     including, without limitation, contracts with any Affiliate of a Member and
     contracts in respect of rendering operating or management services or in
     respect of acting as a manager to any Person or Persons, necessary to, in
     connection with, or incidental to the accomplishment of the purposes of the
     Company;

          (g) establish reserves for capital expenditures, working capital, debt
     service, taxes, assessments, insurance premiums, repairs, improvements,
     depreciation, depletion, obsolescence, and general maintenance of buildings
     and other property out of the rents, profits, or other income received;

          (h) employ or otherwise engage employees, managers, contractors,
     advisors and consultants and pay reasonable compensation for such services;

          (i) enter into partnerships, limited liability companies or other
     ventures with other Persons in furtherance of the purposes of the Company;
     and

          (j) do such other things and engage in such other activities related
     to the foregoing as may be necessary, convenient or advisable with respect
     to the conduct of the business of the Company, and have and exercise all of
     the powers and rights conferred upon limited liability companies formed
     pursuant to the Act.

                                      - 5 -



                                    ARTICLE 3
                                 CAPITALIZATION

     3.1  CAPITALIZATION.

          (a) The sole Member shall contribute or cause to be contributed to the
     Company as promptly as possible following the execution of this Agreement,
     the sum of One Thousand and 00/100 Dollars ($1,000.00) in cash in
     consideration for which the sole Member shall be issued and shall be deemed
     to own 100% of the member interest of the Company. Such member interest
     shall not be certificated.

          (b) The sole Member may from time to time contribute or cause to be
     contributed to the Company such additional money or property as the sole
     Member may desire to contribute, provided that at no time shall the sole
     Member be required to contribute any cash or property other than the
     aforesaid sum of One Thousand and 00/100 Dollars ($1,000,00).

                                    ARTICLE 4
                           BOOKS; ACCOUNTING; REPORTS

     4.1  BOOKS AND RECORDS; INSPECTION.

          (a) The Company shall keep, or cause to be kept, complete and accurate
     books and records of account of the Company. The Company shall maintain the
     following at its principal business office: (i) a writing setting forth the
     sole Member's full name and last known business address; (ii) a copy of the
     Certificate, including all certificates of amendment thereto and executed
     copies of all powers of attorney pursuant to which the Certificate or any
     certificate of amendment has been executed; (iii) copies of the Company's
     Federal, state and local income tax returns and reports, if any, for the
     three (3) most recent Fiscal Years of the Company; (iv) copies of this
     Agreement and of any financial statements of the Company for the three (3)
     most recent Fiscal Years of the Company; and (v) all other records required
     to be maintained pursuant to the Act.

          (b) The sole Member shall have the right, at all reasonable times and
     upon reasonable notice during usual business hours, to audit, examine and
     make copies of or extracts from the books of account of the Company for any
     purpose reasonably related to such Member's interest as the sole Member of
     the Company. Such right may be exercised through any agent or employee of
     such Member designated by it or by a certified public accountant designated
     by such Member. The sole Member shall bear all expenses incurred in any
     examination made for such Member's account.

     4.2  FILING OF RETURNS AND OTHER WRITINGS.

          (a) The Company shall cause the preparation and timely filing of all
     Company tax returns and shall timely file all other writings required by
     any governmental authority having jurisdiction to require such filing.

                                      - 6 -


          (b) The provisions of this SECTION 4.2 shall survive the termination
     of the Company and shall remain binding for as long a period of time as is
     necessary to resolve with the Internal Revenue Service or other
     governmental authority any and all matters regarding the Federal income or
     other taxation of the Company or the sole Member.

     4.3 RESERVES. The Company may establish such reserves as the Manager shall
from time to time determine to be necessary or appropriate.

                                    ARTICLE 5
                                   ALLOCATIONS

     5.1 ALLOCATION OF PROFIT AND LOSS. The profit and loss of the Company for
each Fiscal Year shall be attributed to the sole Member. For purposes of
determining profit, loss or any other items allocable to any period, profit,
loss and any such other items shall be determined on a daily, monthly or other
basis, as determined by the Manager using any permissible method under the Code
and the Treasury Regulations promulgated thereunder.

     5.2  TAX ALLOCATIONS. All items of income, gain, loss, deduction or credit
shall be attributed to the sole Member, as required by law.

                                    ARTICLE 6
                                  DISTRIBUTIONS

     6.1 DISTRIBUTIONS OTHER THAN PROCEEDS OF ANY LIQUIDATING TRANSACTION.
Subject to SECTION 6.2, Section 18-607 of the Act and any other applicable law,
Available Cash shall be applied and distributed from time to time, as the
Manager shall determine, to the sole Member.

     6.2 PROCEEDS OF ANY LIQUIDATING TRANSACTION. Upon the occurrence of any
transaction (a "LIQUIDATING TRANSACTION") involving the sale or other
disposition of all or substantially all of the assets of the Company, all
Available Cash resulting therefrom (or from any other source during the period
of winding up of the Company) shall be applied FIRST to the payment of any debts
or liabilities of the Company to creditors (including, as applicable, the sole
Member in its capacity as a creditor) or to the funding of reserves for debts or
liabilities not then due and owing and for contingent liabilities to the extent
deemed reasonable by the Manager and THEN to the sole Member. It is understood
and agreed that all payments under this SECTION 6.2 shall be made as soon as
reasonably practicable and in any event by the end of the Fiscal Year in which
such Liquidating Transaction occurs or, if later, within ninety (90) days after
the date of such Liquidating Transaction.

                                    ARTICLE 7
                       RIGHTS AND OBLIGATIONS OF MEMBERS;
                      MANAGEMENT OF THE COMPANY'S BUSINESS

     7.1 LIMITED LIABILITY. Except as otherwise provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the sole Member shall not be obligated personally for any such
debt, obligation or liability of the Company by reason of being a member of the

                                      - 7 -



Company. The sole Member shall not be required to lend any funds to the Company.

     7.2  MANAGEMENT AND CONTROL.

          (a) The sole Member, in its capacity as such: (i) shall not
     participate in the management or control of the business of, or transact
     any business for or on behalf of, the Company; (ii) shall have no voting
     rights, except as specifically provided in this Agreement; and (iii) shall
     have no power to sign for or bind the Company. The Sole Member shall,
     however, have the approval rights expressly set forth elsewhere in this
     Agreement or specifically required by the Act.

          (b) Except as otherwise specifically provided in this Agreement, the
     Manager shall have full authority and responsibility and exclusive and
     complete discretion in the management, control, operation and disposition
     of the business and assets of the Company for the purposes herein stated,
     shall make all decisions affecting the Company's business and assets and
     shall have full, complete and exclusive discretion to take any and all
     actions that the Company is authorized to take and to make all decisions
     with respect thereto. The Manager may appoint a President, one or more Vice
     Presidents, a Treasurer and a Secretary and such other officers as the
     Manager shall deem appropriate, each of which officers may, to the extent
     provided by the Manager, have the powers attendant to a similar officer of
     a Delaware corporation. Except as otherwise provided by the Act, the
     Manager shall not be personally 1iable for any of the debts, liabilities,
     obligations or contracts of the Company, nor shall the Manager, in its
     capacity as such, be required to contribute or lend any funds to the
     Company.

          (c) Subject to the express provisions of this Agreement, the Manager
     shall have the authority to execute on behalf of the Company, as its
     authorized signatory, such agreements, contracts, instruments and other
     documents as it shall from time to time approve, such approval to be
     conclusively evidenced by its execution and delivery of any of the
     foregoing, including, without limitation: (i) checks, drafts, notes and
     other negotiable instruments; (ii) deeds of trust and assignments of
     rights; (iii) contracts for the sale of assets or relating to consulting,
     advisory or management services, deeds, leases, assignments and bills of
     sale; and (iv) loan agreements, mortgages, security agreements, pledge
     agreements and financing statements. The signature of the Manager on any
     such instrument, agreement, contract, lease, conveyance or document, or
     upon any check, draft, note or other negotiable instrument, shall be
     sufficient to bind the Company in respect thereof and shall conclusively
     evidence the authority of the Manager with respect thereto, and no third
     person need look to the application of funds or authority to act or require
     the joinder or consent of any other party.

     7.3  EVIDENCE OF AUTHORITY, ETC.

          (a) Any Person dealing with the Company may rely on a certificate
     signed by the Manager as to:

                    (i)   the identity of the sole Member, the Manager or the
                    officers,

                                       -8-



          employees or agents of the Company;

                    (ii)  the existence or nonexistence of any fact or facts
                    which constitute conditions precedent to acts by the sole
                    Member, the Manager, or any officer, employee or agent or
                    are in any other manner germane to the affairs of the
                    Company;

                    (iii) who is authorized to execute and deliver any
                    instrument or document on behalf of the Company;

                    (iv)  the authenticity of a copy of this Agreement and
                    amendments hereto;

                    (v)   any act or failure to act by the Company or as to any
                    other matter whatsoever involving the Company, the sole
                    Member, the Manager, or any officer, employee or agent; or

                    (vi)  the authority of the Manager or any officer, employee
                    or agent or other Person to act on behalf of the Company.

     7.4  DESIGNATION OF MANAGER. The sole Member hereby confirms the
designation of the Person specified as the Manager in the first paragraph of
this Agreement as the Manager. By execution of this Agreement, such Person
hereby accepts such designation.

     7.5  OTHER BUSINESS. ETC.

          (a) The Manager, sole Member and any Affiliate thereof may engage in
     or possess an interest in other business ventures (unconnected with the
     Company) of every kind and description, independently or with others, and
     the Company shall not have any rights in or to such independent ventures or
     the income or profits therefrom by virtue of this Agreement.

          (b) Unless otherwise approved by the Company, no Person shall use any
     proprietary or confidential information owned by the Company other than for
     the benefit of the Company, whether or not such Person remains a Member,
     Affiliate, Manager, director, officer or employee of the Company.

     7.6  STANDARD OF CARE: INDEMNIFICATION OF MEMBERS, OFFICERS, EMPLOYEES AND
          AGENTS.

          (a) No Member shall have any personal liability whatsoever to the
     Company or any other Member on account of such Member's status as a Member
     or by reason of such Member's acts or omissions in connection with the
     conduct of the business of the Company.

          (b) The Company shall indemnify and hold harmless each Member and the
     affiliates of any Member (each an "Indemnified Person") against any and all
     losses, claims, damages, expenses and liabilities (including, but not
     limited to, any investigation, legal

                                      - 9 -



     and other reasonable expenses incurred in connection with, and any amounts
     paid in settlement of, any action, suit, proceeding or claim) of any kind
     or nature whatsoever that such Indemnified Person may at any time become
     subject to or liable for by reason of the formation, operation or
     termination of the Company, or the Indemnified Person's acting as a Member
     under this Agreement, or the authorized actions of such Indemnified Person
     in connection with the conduct of the affairs of the Company (including,
     without limitation, indemnification against negligence, gross negligence or
     breach of duty). The indemnities provided hereunder shall survive
     termination of the Company and this Agreement. Costs and expenses that are
     subject to indemnification hereunder shall, at the request of any
     Indemnified Person, be advanced by the Company to or on behalf of such
     Indemnified Person prior to final resolution of a matter, so long as such
     Indemnified Person shall have provided the Company with a written
     undertaking to reimburse the Company for all amounts so advanced if it is
     ultimately determined that the Indemnified Person is not entitled to
     indemnification hereunder.

          (c) The contract rights to indemnification and to the advancement of
     expenses conferred in this Section 7.6 shall not be exclusive of any other
     right that any person may have or hereafter acquire under any statute,
     agreement, vote of the Members or otherwise.

          (d) The Company may maintain insurance, at its expense, to protect
     itself and any Member, employee or agent of the Company or another limited
     liability company, corporation, partnership, joint venture, trust or other
     enterprise against any expense, liability or loss, whether or not the
     Company would have the power to indemnify such person against such expense,
     liability or loss under the Delaware Act.

          (e) The Company may, to the extent authorized from time to time by the
     Members, grant rights to indemnification and to advancement of expenses to
     any officer, employee or agent of the Company to the fullest extent of the
     provisions of this Section 7.6 with respect to the indemnification and
     advancement of expenses of Members of the Company.

          (f) Notwithstanding the foregoing provisions of this Section 7.6, the
     Company shall indemnify an Indemnified Person in connection with a
     proceeding (or part thereof) initiated by such Indemnified Person only if
     such proceeding (or part thereof) was authorized by the Members; provided,
     however, that an Indemnified Person shall be entitled to reimbursement of
     his or her reasonable counsel fees with respect to a proceeding (or part
     thereof) initiated by such Indemnified Person to enforce his or her right
     to indemnity or advancement of expenses under the provisions of this
     Section 7.6 to the extent the Indemnified Person is successful on the
     merits in such proceeding (or part thereof).

                                    ARTICLE 8
                                   TERMINATION

     8.1  EVENTS OF DISSOLUTION.

                                     - 10 -



          (a) In accordance with Section 18-801 of the Act, the Company shall be
     dissolved and the affairs of the Company wound up upon (i) a determination
     of the sole Member to dissolve the Company; or (ii) entry of a judicial
     decree of dissolution.

          (b) Dissolution of the Company shall be effective on the day on which
     a determination of the sole Member to dissolve the Company occurs or the
     day on which a judicial decree of dissolution is entered, but the Company
     shall not terminate until the assets of the Company shall have been
     distributed as provided herein and a certificate of cancellation of the
     Company has been filed with the Secretary of State of Delaware.

     8.2 APPLICATION OF ASSETS. In the event of dissolution, the Company shall
conduct only such activities as are necessary to wind up its affairs (including
the sale of the assets of the Company in an orderly manner), and the assets of
the Company shall be applied in the manner, and in the order of priority, set
forth in SECTION 6.2.

                                    ARTICLE 9
                                  MISCELLANEOUS

     9.1  NOTICES.

          (a) Any and all notices, consents, offers, elections and other
     communications required or permitted under this Agreement shall be deemed
     adequately given only if in writing and the same shall be delivered either
     in hand or by Federal Express or similar expedited commercial carrier,
     addressed to the recipient of the notice, postage prepaid and registered,
     or with all freight charges prepaid (if by Federal Express or similar
     carrier).

          (b) All notices, demands and requests to be sent hereunder shall be
     deemed to have been given for all purposes of this Agreement upon the date
     of receipt or refusal.

          (c) All such notices, demands and requests shall be addressed to the
     address set forth on SCHEDULE A hereto or to such other United States
     address as the Member may have designated for itself by written notice to
     the Company in the manner herein prescribed, except that notices of change
     of address shall be effective only upon receipt.

     9.2  WORD MEANINGS. The words such as "herein", "hereinafter", "hereof" and
"hereunder" refer to this Agreement as a whole and not merely to a subdivision
in which such words appear unless the context otherwise requires. The singular
shall include the plural and the masculine gender shall include the feminine and
neuter, and vice versa, unless the context otherwise requires.

     9.3  BINDING PROVISIONS. The covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the heirs, executors,
administrators and legal representatives or successors and assigns, as the case
may be, of the party hereto.

     9.4  APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware. In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control and

                                     - 11 -



take precedence.

     9.5  SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall be
considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

     9.6  COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

     9.7  ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
of the sole Member and the Company with respect to the transactions contemplated
herein and supersedes all prior understandings or agreements in respect of such
transactions.

     9.8  AMENDMENTS. This Agreement shall not be amended except with the prior
written consent of the sole Member. Any consent may be given subject to
satisfaction of conditions stated therein.

     9.9  INVESTMENT REPRESENTATIONS. The sole Member understands that its
Company Interest has not been registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), on the grounds that its acquisition of such
Company Interest is exempt under Section 4(2) of the Securities Act as not
involving a public offering.

     9.10 TAX PRINCIPLES. For so long as the Company is owned by a sole Member,
it shall be treated as a disregarded entity for Federal and state income tax
purposes pursuant to Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and corresponding provisions of state law. Upon the admission to the
Company of more than one Member, the Company shall be treated as having become,
in the manner prescribed by Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and Internal Revenue Service Revenue Rulings 99-5 and 99-6, a
partnership for Federal and state income tax purposes pursuant to Sections
301.7701-2 and 301.7701-3 of the Treasury Regulations and corresponding
provisions of state law, and this Agreement will be amended accordingly to
reflect the same.

                  [remainder of page intentionally left blank]

                                     - 12 -


     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Agreement under seal as of the day and year first above written.

                                       PJC SPECIAL REALTY HOLDINGS, INC.,
                                       a Delaware corporation

                                       By: /s/ Michel Coutu
                                          ----------------------
                                          Michel Coutu
                                          President

                                     - 13 -



                                TABLE OF CONTENTS
                                   (continued)




                                                                            Page
                                                                            ----


                                  SCHEDULE A TO

             PJC REALTY N.E. LLC LIMITED LIABILITY COMPANY AGREEMENT

                    NAME AND ADDRESS                     COMPANY INTEREST

                        MEMBER

          PJC Special Realty Holdings, Inc.                     100%
          50 Service Avenue
          Warwick, Rhode Island 02886



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                    Page
                                                                                                    ----
                                                                                                
ARTICLE 1    DEFINITIONS                                                                               1

ARTICLE 2    FORMATION OF LIMITED LIABILITY COMPANY                                                    3
     2.1              Formation                                                                        3
     2.2              Company Name                                                                     3
     2.3              The Certificate, Etc                                                             3
     2.4              Principal Business Office, Registered Office and Registered Agent.               3
     2.5              Term of Company                                                                  3
     2.6              Purposes                                                                         3
     2.7              Powers                                                                           3

ARTICLE 3    CAPITALIZATION                                                                            5
     3.1              Capitalization.                                                                  5

ARTICLE 4    BOOKS; ACCOUNTING; REPORTS                                                                5
     4.1              Books and Records; Inspection.                                                   5
     4.2              Filing of Returns and Other Writings.                                            5
     4.3              Reserves                                                                         6

ARTICLE 5    ALLOCATIONS                                                                               6
     5.1              Allocation of Profit and Loss                                                    6
     5.2              Tax Allocations                                                                  6

ARTICLE 6    DISTRIBUTIONS                                                                             6
     6.1              Distributions Other Than Proceeds of Any Liquidating Transaction                 6
     6.2              Proceeds of Any Liquidating Transaction                                          6

ARTICLE 7    RIGHTS AND OBLIGATIONS OF MEMBERS; MANAGEMENT OF THE COMPANY'S BUSINESS                   6
     7.1              Limited Liability                                                                6
     7.2              Management and Control.                                                          7
     7.3              Evidence of Authority, Etc.                                                      7
     7.4              Designation of Manager                                                           8
     7.5              Other Business, Etc.                                                             8
     7.6              Standard of Care; Indemnification of Members, Officers, Employees and Agents.    8

ARTICLE 8   TERMINATION                                                                                9
     8.1              Events of Dissolution.                                                           9
     8.2              Application of Assets                                                           10

ARTICLE 9   MISCELLANEOUS                                                                             10
     9.1              Notices.                                                                        10
     9.2              Word Meanings                                                                   10
     9.3              Binding Provisions                                                              10
     9.4              Applicable Law                                                                  10


                                     - 15 -



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                   PAGE
                                                                                               
     9.5                   Separability of Provisions                                                10
     9.6                   Counterparts                                                              11
     9.7                   Entire Agreement                                                          11
     9.8                   Amendments                                                                11
     9.9                   Investment Representations                                                11
     9.10                  Tax Principles                                                            11


                                     - 16 -

EX-3.55

                                                                    Exhibit 3.55

                                    DELAWARE
                                                PAGE 1

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PJC MANSFIELD REALTY LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE EIGHTH DAY OF JANUARY, A.D. 2002, AT 9
O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SEVENTH DAY OF MAY, A.D. 2003,
AT 3:50 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State
[SEAL]
3477742 8100H                            AUTHENTICATION: 3256746

040547339                                         DATE: 07-27-04



                                                          STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                      FILED 09:00 AM 01/08/2002
                                                         020014222 - 3477742

                            CERTIFICATE OF FORMATION

                                       OF

                            PJC MANSFIELD REALTY LLC

     This Certificate of Formation of PJC MANSFIELD REALTY LLC (the "COMPANY"),
dated as of January 8, 2002, is being duly executed and filed by the
undersigned, as authorized person, to form a limited liability company under the
Delaware Limited Liability Company Act (6 DEL. C. Sec. 18-101, ET SEQ.).

     FIRST. The name of the limited liability company formed hereby is PJC
Mansfield Realty LLC.

     SECOND. The address of the registered office in the State of Delaware is
2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.
The name of its Registered Agent at such address is Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.

                                       /s/ Juliannie M. Ells
                                       -------------------------------------
                                       Juliannie M. Ells, Authorized Person



                                                       STATE OF DELAWARE
                                                       SECRETARY OF STATE
                                                    DIVISION OF CORPORATIONS
                                                   DELIVERED 05:03 PM 05/27/2003
                                                     FILED 03:50 PM 05/27/2003
                                                    SRV 030343873 - 3477742 FILE

                            CERTIFICATE OF AMENDMENT

                                       OF

                            CERTIFICATE OF FORMATION

                                       OF

                            PJC MANSFIELD REALTY LLC

                        PURSUANT TO SECTION 18-202 OF THE
                     DELAWARE LIMITED LIABILITY COMPANY ACT

                                     * * * *

1)   The name of the Limited Liability Company is PJC Mansfield Realty LLC.

2)   The Certificate of Amendment is hereby amended to change Article "2" of the
     Certificate of Formation to read as follows:

     "2. The address of the registered office in the State of Delaware is 615
     South DuPont Highway, in the City of Dover, County of Kent, 19901. The name
     of its registered agent at such address is NATIONAL CORPORATE RESEARCH,
     LTD."

     The undersigned, an authorized person of the limited liability company,
executes this Certificate of Amendment on May 27, 2003.

                                       /s/Randy Wyrofsfky
                                       --------------------------
                                       Authorized Person

EX-3.56

                                                                    Exhibit 3.56

                            PJC MANSFIELD REALTY LLC

                       LIMITED LIABILITY COMPANY AGREEMENT

                           Dated as of January 8, 2002



                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                            PJC MANSFIELD REALTY LLC

     THIS LIMITED LIABILITY COMPANY AGREEMENT of PJC MANSFIELD REALTY LLC, dated
as of January 8, 2002, entered into by PJC SPECIAL REALTY HOLDINGS, INC., a
Delaware corporation with its principal office at 50 Service Avenue, Warwick,
Rhode Island 02886 ("PJC SPECIAL"), as the sole Member and Manager of PJC
MANSFIELD REALTY LLC (the "COMPANY"),

                                WITNESSETH THAT:

     WHEREAS, the Company shall be formed as a limited liability company
pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Sections
18-101 ET SEQ. (as from time to time amended and including any successor statute
of similar import, the "ACT") as of and by the filing of a Certificate of
Formation (the "CERTIFICATE") in the office of the Secretary of State of
Delaware; and

     WHEREAS, PJC Special wishes to set out its rights, obligations and duties
as the sole Member and Manager with respect to the Company and its business,
management and operations;

     NOW, THEREFORE, the sole Member hereby constitutes a limited liability
company for the purposes and on the terms and conditions set forth in this
Agreement as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Capitalized terms used in this Agreement shall have the meanings set forth
below or in the section of this Agreement referred to below:

     "ACT" shall have the meaning set forth in the recitals to this Agreement.

     "AFFILIATE" shall mean, with respect to any Person, (i) in the case of any
such Person which is a partnership, any partner in such partnership; (ii) any
other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with
respect to such Person or to one or more of the Persons referred to in preceding
clause (i); and (iii) any other Person who is an officer, director, trustee or
employee of, or partner in, such Person or any Person referred to in the
preceding clauses (i) and (ii); PROVIDED, HOWEVER, that such term shall not
include within its meaning the Company itself or a Subsidiary of the Company.

     "AGREEMENT" shall mean this Limited Liability Company Agreement, including
all schedules and exhibits hereto, as it and they may be amended, restated or
supplemented from time to time as herein provided.

     "AVAILABLE CASH" shall mean the excess of (i) the cash and short term
investments of the

                                      - 2 -



Company over (ii) any reserves established from time to time in accordance with
SECTION 4.3.

     "CERTIFICATE" shall mean the Certificate of Formation of Limited Liability
Company of the Company as provided for pursuant to the Act, as originally filed
with the office of the Secretary of State of Delaware, as amended and restated
from time to time as herein provided.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any subsequent Federal law of similar import, and, to the extent
applicable, any Treasury Regulations promulgated thereunder.

     "COMPANY" shall mean the limited liability company hereby established in
accordance with this Agreement, as such limited liability company may from time
to time be constituted.

     "COMPANY INTEREST" shall mean the interest of the sole Member in the
Company, as expressed on Schedule A opposite such Member's name.

     "ENTITY" shall mean any general partnership, limited partnership,
corporation, joint venture, trust, limited liability company, business trust,
cooperative, association, or governmental unit.

     "FISCAL YEAR" shall mean the fiscal year of the Company and shall be the
same as the taxable year of its sole Member. Each Fiscal Year shall commence on
the day immediately following the last day of the immediately preceding Fiscal
Year.

     "LIQUIDATING TRANSACTION" shall have the meaning set forth in SECTION 6.2.

     "MANAGER" shall mean PJC Special.

     "MEMBER" shall mean PJC Special.

     "PARENT" shall mean, with respect to any Person, any Person which owns
directly, or indirectly through one or more Subsidiaries, twenty percent (20%)
or more of the voting or beneficial interest in, or otherwise has the right or
power (whether by contract, through ownership of securities or otherwise) to
control, such Person.

     "PERSON" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so admits.

     "SUBSIDIARY" shall mean, with respect to any Person, any Entity (i) in
which such Person owns directly, or indirectly through one or more Subsidiaries,
twenty percent (20%) or more of the voting or beneficial interest; or (ii) which
such Person otherwise has the right or power to control (whether by contract,
through ownership of securities or otherwise).

     "TREASURY REGULATIONS" shall mean the Federal income tax regulations,
including any temporary or proposed regulations, promulgated under the Code, as
such Treasury Regulations may be amended from time to time (it being understood
that all references herein to specific sections of the Treasury Regulations
shall be deemed also to refer to any corresponding

                                      - 3 -



provisions of succeeding Treasury Regulations).

                                    ARTICLE 2
                     FORMATION OF LIMITED LIABILITY COMPANY

     2.1  FORMATION. The Company is hereby formed as a limited liability company
under and pursuant to the Act.

     2.2  COMPANY NAME. The name of the Company shall be "PJC Mansfield Realty
LLC". The business of the Company shall be conducted under such name or such
other names as may from time to time be established by the Manager.

     2.3  THE CERTIFICATE, ETC. The filing of the Certificate with the Secretary
of State of Delaware by the Manager is hereby ratified and confirmed by the sole
Member. The Manager hereby agrees to cause to be executed, filed and recorded
all such other certificates and documents, including amendments to the
Certificate, and to cause to be done such other acts as may be necessary or
appropriate to comply with all requirements for the formation, continuation and
operation of a limited liability company, the ownership of property, and the
conduct of business under the laws of the State of Delaware and any other
jurisdiction in which the Company may own property or conduct business.

     2.4  PRINCIPAL BUSINESS OFFICE, REGISTERED OFFICE AND REGISTERED AGENT. The
principal business office of the Company shall be located at 50 Service Avenue,
Warwick, Rhode Island 02886, or at such other location as may hereafter be
designated by the Manager. The registered office of the Company shall be 2711
Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The
registered agent for service of process on the Company shall be Corporation
Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle
County, Delaware 19808. The principal business office, the registered office and
the registered agent of the Company may be changed from time to time by the
Manager and in accordance with the then applicable provisions of the Act and any
other applicable laws.

     2.5  TERM OF COMPANY. The term of the Company shall commence on the date of
the initial filing of the Certificate with the office of the Secretary of State
of Delaware and shall continue until dissolved pursuant to the provisions of
SECTION 8.1.

     2.6  PURPOSES. The purposes of the Company are to engage in any lawful
business that may be engaged in by a limited liability company organized under
the Act. In addition, and not in limitation of the foregoing, the Company shall
have the following purposes: (i) to acquire, hold, own, operate, maintain,
improve, expand, sell, pledge, mortgage, develop, lease, manage, subdivide,
exchange or otherwise dispose of real and personal property of every kind and
description and interests in Entities which own (directly or indirectly) real
and personal property, and (ii) to acquire, hold, own, manage, sell, exchange or
otherwise dispose of investments of every kind and description and interests in
Entities which own (directly and indirectly) interests in businesses or ventures
of every kind.

     2.7  POWERS. In furtherance of its purposes, but subject to all of the
provisions of this

                                      - 4 -



Agreement, the Company shall have the power and is hereby authorized to:

          (a) acquire by purchase, lease, contribution of property or otherwise
     and own, hold, sell, convey, transfer or dispose of real or personal
     property or securities or other interests in Entities which own or hold,
     directly or indirectly, real property or interests in businesses or
     ventures which may be necessary, convenient or incidental to the
     accomplishment of the purposes of the Company;

          (b) operate, purchase, maintain, finance, improve, expand, own, sell,
     convey, assign, mortgage, lease or demolish or otherwise dispose of real or
     personal property or securities or other interests in Entities which own or
     hold, directly or indirectly, real property or interests in businesses or
     ventures which may be necessary, convenient or incidental to the
     accomplishment of the purposes of the Company;

          (c) borrow money and issue evidences of indebtedness in furtherance of
     any or all of the purposes of the Company, and secure the same by mortgage,
     pledge or other lien on the assets of the Company;

          (d) invest any funds of the Company pending distribution or payment
     of the same pursuant to the provisions of this Agreement;

          (e) prepay in whole or in part, refinance, recast, increase, modify or
     extend any indebtedness of the Company and, in connection therewith,
     execute any extensions, renewals or modifications of any mortgage or
     security agreement securing such indebtedness;

          (f) enter into, perform and carry out contracts of any kind,
     including, without limitation, contracts with any Affiliate of a Member and
     contracts in respect of rendering operating or management services or in
     respect of acting as a manager to any Person or Persons, necessary to, in
     connection with, or incidental to the accomplishment of the purposes of the
     Company;

          (g) establish reserves for capital expenditures, working capital, debt
     service, taxes, assessments, insurance premiums, repairs, improvements,
     depreciation, depletion, obsolescence, and general maintenance of buildings
     and other property out of the rents, profits, or other income received;

          (h) employ or otherwise engage employees, managers, contractors,
     advisors and consultants and pay reasonable compensation for such services;

          (i) enter into partnerships, limited liability companies or other
     ventures with other Persons in furtherance of the purposes of the Company;
     and

          (j) do such other things and engage in such other activities related
     to the foregoing as may be necessary, convenient or advisable with respect
     to the conduct of the business of the Company, and have and exercise all of
     the powers and rights conferred upon limited liability companies formed
     pursuant to the Act.

                                      - 5 -



                                    ARTICLE 3
                                 CAPITALIZATION

     3.1  CAPITALIZATION.

          (a) The sole Member shall contribute or cause to be contributed to the
     Company as promptly as possible following the execution of this Agreement,
     the sum of One Thousand and 00/100 Dollars ($1,000.00) in cash in
     consideration for which the sole Member shall be issued and shall be deemed
     to own 100% of the member interest of the Company. Such member interest
     shall not be certificated.

          (b) The sole Member may from time to time contribute or cause to be
     contributed to the Company such additional money or property as the sole
     Member may desire to contribute, provided that at no time shall the sole
     Member be required to contribute any cash or property other than the
     aforesaid sum of One Thousand and 00/100 Dollars ($1,000.00).

                                    ARTICLE 4
                           BOOKS; ACCOUNTING; REPORTS

     4.1  BOOKS AND RECORDS; INSPECTION.

          (a) The Company shall keep, or cause to be kept, complete and accurate
     books and records of account of the Company. The Company shall maintain the
     following at its principal business office: (i) a writing setting forth the
     sole Member's full name and last known business address; (ii) a copy of the
     Certificate, including all certificates of amendment thereto and executed
     copies of all powers of attorney pursuant to which the Certificate or any
     certificate of amendment has been executed; (iii) copies of the Company's
     Federal, state and local income tax returns and reports, if any, for the
     three (3) most recent Fiscal Years of the Company; (iv) copies of this
     Agreement and of any financial statements of the Company for the three (3)
     most recent Fiscal Years of the Company; and (v) all other records required
     to be maintained pursuant to the Act.

          (b) The sole Member shall have the right, at all reasonable times and
     upon reasonable notice during usual business hours, to audit, examine and
     make copies of or extracts from the books of account of the Company for any
     purpose reasonably related to such Member's interest as the sole Member of
     the Company. Such right may be exercised through any agent or employee of
     such Member designated by it or by a certified public accountant designated
     by such Member. The sole Member shall bear all expenses incurred in any
     examination made for such Member's account.

     4.2  FILING OF RETURNS AND OTHER WRITINGS.

          (a) The Company shall cause the preparation and timely filing of all
     Company tax returns and shall timely file all other writings required by
     any governmental authority having jurisdiction to require such filing.

                                      - 6 -


          (b) The provisions of this SECTION 4.2 shall survive the termination
     of the Company and shall remain binding for as long a period of time as is
     necessary to resolve with the Internal Revenue Service or other
     governmental authority any and all matters regarding the Federal income or
     other taxation of the Company or the sole Member.

     4.3  RESERVES. The Company may establish such reserves as the Manager shall
from time to time determine to be necessary or appropriate.

                                    ARTICLE 5
                                   ALLOCATIONS

     5.1  ALLOCATION OF PROFIT AND LOSS. The profit and loss of the Company for
each Fiscal Year shall be attributed to the sole Member. For purposes of
determining profit, loss or any other items allocable to any period, profit,
loss and any such other items shall be determined on a daily, monthly or other
basis, as determined by the Manager using any permissible method under the Code
and the Treasury Regulations promulgated thereunder.

     5.2  TAX ALLOCATIONS. All items of income, gain, loss, deduction or credit
shall be attributed to the sole Member, as required by law.

                                    ARTICLE 6
                                  DISTRIBUTIONS

     6.1  DISTRIBUTIONS OTHER THAN PROCEEDS OF ANY LIQUIDATING TRANSACTION.
Subject to SECTION 6.2, Section 18-607 of the Act and any other applicable law,
Available Cash shall be applied and distributed from time to time, as the
Manager shall determine, to the sole Member.

     6.2  PROCEEDS OF ANY LIQUIDATING TRANSACTION. Upon the occurrence of any
transaction (a "LIQUIDATING TRANSACTION") involving the sale or other
disposition of all or substantially all of the assets of the Company, all
Available Cash resulting therefrom (or from any other source during the period
of winding up of the Company) shall be applied FIRST to the payment of any debts
or liabilities of the Company to creditors (including, as applicable, the sole
Member in its capacity as a creditor) or to the funding of reserves for debts or
liabilities not then due and owing and for contingent liabilities to the extent
deemed reasonable by the Manager and THEN to the sole Member. It is understood
and agreed that all payments under this SECTION 6.2 shall be made as soon as
reasonably practicable and in any event by the end of the Fiscal Year in which
such Liquidating Transaction occurs or, if later, within ninety (90) days after
the date of such Liquidating Transaction.

                                    ARTICLE 7
                       RIGHTS AND OBLIGATIONS OF MEMBERS;
                      MANAGEMENT OF THE COMPANY'S BUSINESS

     7.1  LIMITED LIABILITY. Except as otherwise provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the sole Member shall not be obligated personally for any such
debt, obligation or liability of the Company by reason of being a member of the

                                      - 7 -



Company. The sole Member shall not be required to lend any funds to the Company.

     7.2  MANAGEMENT AND CONTROL.

          (a) The sole Member, in its capacity as such: (i) shall not
     participate in the management or control of the business of, or transact
     any business for or on behalf of, the Company; (ii) shall have no voting
     rights, except as specifically provided in this Agreement; and (iii) shall
     have no power to sign for or bind the Company. The Sole Member shall,
     however, have the approval rights expressly set forth elsewhere in this
     Agreement or specifically required by the Act.

          (b) Except as otherwise specifically provided in this Agreement, the
     Manager shall have full authority and responsibility and exclusive and
     complete discretion in the management, control, operation and disposition
     of the business and assets of the Company for the purposes herein stated,
     shall make all decisions affecting the Company's business and assets and
     shall have full, complete and exclusive discretion to take any and all
     actions that the Company is authorized to take and to make all decisions
     with respect thereto. The Manager may appoint a President, one or more Vice
     Presidents, a Treasurer and a Secretary and such other officers as the
     Manager shall deem appropriate, each of which officers may, to the extent
     provided by the Manager, have the powers attendant to a similar officer of
     a Delaware corporation. Except as otherwise provided by the Act, the
     Manager shall not be personally liable for any of the debts, liabilities,
     obligations or contracts of the Company, nor shall the Manager, in its
     capacity as such, be required to contribute or lend any funds to the
     Company.

          (c) Subject to the express provisions of this Agreement, the Manager
     shall have the authority to execute on behalf of the Company, as its
     authorized signatory, such agreements, contracts, instruments and other
     documents as it shall from time to time approve, such approval to be
     conclusively evidenced by its execution and delivery of any of the
     foregoing, including, without limitation: (i) checks, drafts, notes and
     other negotiable instruments; (ii) deeds of trust and assignments of
     rights; (iii) contracts for the sale of assets or relating to consulting,
     advisory or management services, deeds, leases, assignments and bills of
     sale; and (iv) loan agreements, mortgages, security agreements, pledge
     agreements and financing statements. The signature of the Manager on any
     such instrument, agreement, contract, lease, conveyance or document, or
     upon any check, draft, note or other negotiable instrument, shall be
     sufficient to bind the Company in respect thereof and shall conclusively
     evidence the authority of the Manager with respect thereto, and no third
     person need look to the application of funds or authority to act or require
     the joinder or consent of any other party.

     7.3  EVIDENCE OF AUTHORITY, ETC.

          (a)   Any Person dealing with the Company may rely on a certificate
     signed by the Manager as to:

                    (i)   the identity of the sole Member, the Manager or the
                          officers,

                                      - 8 -



          employees or agents of the Company;

                    (ii) the existence or nonexistence of any fact or facts
                    which constitute conditions precedent to acts by the sole
                    Member, the Manager, or any officer, employee or agent or
                    are in any other manner germane to the affairs of the
                    Company;

                    (iii) who is authorized to execute and deliver any
                    instrument or document on behalf of the Company;

                    (iv)  the authenticity of a copy of this Agreement and
                    amendments hereto;

                    (v)   any act or failure to act by the Company or as to any
                    other matter whatsoever involving the Company, the sole
                    Member, the Manager, or any officer, employee or agent; or

                    (vi) the authority of the Manager or any officer, employee
                    or agent or other Person to act on behalf of the Company.

     7.4  DESIGNATION OF MANAGER. The sole Member hereby confirms the
designation of the Person specified as the Manager in the first paragraph of
this Agreement as the Manager. By execution of this Agreement, such Person
hereby accepts such designation.

     7.5  OTHER BUSINESS, ETC.

          (a) The Manager, sole Member and any Affiliate thereof may engage in
     or possess an interest in other business ventures (unconnected with the
     Company) of every kind and description, independently or with others, and
     the Company shall not have any rights in or to such independent ventures or
     the income or profits therefrom by virtue of this Agreement.

          (b) Unless otherwise approved by the Company, no Person shall use any
     proprietary or confidential information owned by the Company other than for
     the benefit of the Company, whether or not such Person remains a Member,
     Affiliate, Manager, director, officer or employee of the Company.

     7.6  STANDARD OF CARE: INDEMNIFICATION OF MEMBERS, OFFICERS, EMPLOYEES AND
          AGENTS.

          (a) No Member shall have any personal liability whatsoever to the
     Company or any other Member on account of such Member's status as a Member
     or by reason of such Member's acts or omissions in connection with the
     conduct of the business of the Company.

          (b) The Company shall indemnify and hold harmless each Member and the
     affiliates of any Member (each an "Indemnified Person") against any and all
     losses, claims, damages, expenses and liabilities (including, but not
     limited to, any investigation, legal

                                      - 9 -



and other reasonable expenses incurred in connection with, and any amounts paid
in settlement of, any action, suit, proceeding or claim) of any kind or nature
whatsoever that such Indemnified Person may at any time become subject to or
liable for by reason of the formation, operation or termination of the Company,
or the Indemnified Person's acting as a Member under this Agreement, or the
authorized actions of such Indemnified Person in connection with the conduct of
the affairs of the Company (including, without limitation, indemnification
against negligence, gross negligence or breach of duty). The indemnities
provided hereunder shall survive termination of the Company and this Agreement.
Costs and expenses that are subject to indemnification hereunder shall, at the
request of any Indemnified Person, be advanced by the Company to or on behalf of
such Indemnified Person prior to final resolution of a matter, so long as such
Indemnified Person shall have provided the Company with a written undertaking to
reimburse the Company for all amounts so advanced if it is ultimately determined
that the Indemnified Person is not entitled to indemnification hereunder.

          (c) The contract rights to indemnification and to the advancement of
     expenses conferred in this Section 7.6 shall not be exclusive of any other
     right that any person may have or hereafter acquire under any statute,
     agreement, vote of the Members or otherwise.

          (d) The Company may maintain insurance, at its expense, to protect
     itself and any Member, employee or agent of the Company or another limited
     liability company, corporation, partnership, joint venture, trust or other
     enterprise against any expense, liability or loss, whether or not the
     Company would have the power to indemnify such person against such expense,
     liability or loss under the Delaware Act.

          (e) The Company may, to the extent authorized from time to time by the
     Members, grant rights to indemnification and to advancement of expenses to
     any officer, employee or agent of the Company to the fullest extent of the
     provisions of this Section 7.6 with respect to the indemnification and
     advancement of expenses of Members of the Company.

          (f) Notwithstanding the foregoing provisions of this Section 7.6, the
     Company shall indemnify an Indemnified Person in connection with a
     proceeding (or part thereof) initiated by such Indemnified Person only if
     such proceeding (or part thereof) was authorized by the Members; provided,
     however, that an Indemnified Person shall be entitled to reimbursement of
     his or her reasonable counsel fees with respect to a proceeding (or part
     thereof) initiated by such Indemnified Person to enforce his or her right
     to indemnity or advancement of expenses under the provisions of this
     Section 7.6 to the extent the Indemnified Person is successful on the
     merits in such proceeding (or part thereof).

                                    ARTICLE 8
                                   TERMINATION

     8.1  EVENTS OF DISSOLUTION.

                                     - 10 -



          (a) In accordance with Section 18-801 of the Act, the Company shall be
     dissolved and the affairs of the Company wound up upon (i) a determination
     of the sole Member to dissolve the Company; or (ii) entry of a judicial
     decree of dissolution.

          (b) Dissolution of the Company shall be effective on the day on which
     a determination of the sole Member to dissolve the Company occurs or the
     day on which a judicial decree of dissolution is entered, but the Company
     shall not terminate until the assets of the Company shall have been
     distributed as provided herein and a certificate of cancellation of the
     Company has been filed with the Secretary of State of Delaware.

     8.2  APPLICATION OF ASSETS. In the event of dissolution, the Company shall
conduct only such activities as are necessary to wind up its affairs (including
the sale of the assets of the Company in an orderly manner), and the assets of
the Company shall be applied in the manner, and in the order of priority, set
forth in SECTION 6.2.

                                    ARTICLE 9
                                  MISCELLANEOUS

     9.1  NOTICES.

          (a) Any and all notices, consents, offers, elections and other
     communications required or permitted under this Agreement shall be deemed
     adequately given only if in writing and the same shall be delivered either
     in hand or by Federal Express or similar expedited commercial carrier,
     addressed to the recipient of the notice, postage prepaid and registered,
     or with all freight charges prepaid (if by Federal Express or similar
     carrier).

          (b) All notices, demands and requests to be sent hereunder shall be
     deemed to have been given for all purposes of this Agreement upon the date
     of receipt or refusal.

          (c) All such notices, demands and requests shall be addressed to the
     address set forth on SCHEDULE A hereto or to such other United States
     address as the Member may have designated for itself by written notice to
     the Company in the manner herein prescribed, except that notices of change
     of address shall be effective only upon receipt.

     9.2  WORD MEANINGS. The words such as "herein", "hereinafter", "hereof" and
"hereunder" refer to this Agreement as a whole and not merely to a subdivision
in which such words appear unless the context otherwise requires. The singular
shall include the plural and the masculine gender shall include the feminine and
neuter, and vice versa, unless the context otherwise requires.

     9.3  BINDING PROVISIONS. The covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the heirs, executors,
administrators and legal representatives or successors and assigns, as the case
may be, of the party hereto.

     9.4  APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware. In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control and

                                     - 11 -



take precedence.

     9.5  SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall be
considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

     9.6  COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

     9.7  ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
of the sole Member and the Company with respect to the transactions contemplated
herein and supersedes all prior understandings or agreements in respect of such
transactions.

     9.8  AMENDMENTS. This Agreement shall not be amended except with the prior
written consent of the sole Member. Any consent may be given subject to
satisfaction of conditions stated therein.

     9.9  INVESTMENT REPRESENTATIONS. The sole Member understands that its
Company Interest has not been registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), on the grounds that its acquisition of such
Company Interest is exempt under Section 4(2) of the Securities Act as not
involving a public offering.

     9.10 TAX PRINCIPLES. For so long as the Company is owned by a sole Member,
it shall be treated as a disregarded entity for Federal and state income tax
purposes pursuant to Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and corresponding provisions of state law. Upon the admission to the
Company of more than one Member, the Company shall be treated as having become,
in the manner prescribed by Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and Internal Revenue Service Revenue Rulings 99-5 and 99-6, a
partnership for Federal and state income tax purposes pursuant to Sections
301.7701-2 and 301.7701-3 of the Treasury Regulations and corresponding
provisions of state law, and this Agreement will be amended accordingly to
reflect the same.

                  [remainder of page intentionally left blank]

                                     - 12 -


     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Agreement under seal as of the day and year first above written.

                                       PJC SPECIAL REALTY HOLDINGS, INC.,
                                       a Delaware corporation


                                       By: /s/ Michel Coutu
                                          --------------------------
                                          Michel Coutu
                                          President

                                     - 13 -



                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page
                                                                            ----

                                  SCHEDULE A TO
             PJC REALTY N.E. LLC LIMITED LIABILITY COMPANY AGREEMENT



     Name and Address                                      Company Interest
     ----------------                                      ----------------
                                                              
                MEMBER
     PJC Special Realty Holdings, Inc.                           100%
     50 Service Avenue
     Warwick, Rhode Island 02886




                                TABLE OF CONTENTS
                                   (continued)



                                                                                                    Page
                                                                                                    ----
                                                                                                   
ARTICLE 1    DEFINITIONS                                                                               1
ARTICLE 2    FORMATION OF LIMITED LIABILITY COMPANY                                                    3
     2.1              Formation                                                                        3
     2.2              Company Name                                                                     3
     2.3              The Certificate, Etc                                                             3
     2.4              Principal Business Office, Registered Office and Registered Agent                3
     2.5              Term of Company                                                                  3
     2.6              Purposes                                                                         3
     2.7              Powers                                                                           3
ARTICLE 3    CAPITALIZATION                                                                            5
     3.1              Capitalization.                                                                  5
ARTICLE 4    BOOKS; ACCOUNTING; REPORTS                                                                5
     4.1              Books and Records; Inspection.                                                   5
     4.2              Filing of Returns and Other Writings.                                            5
     4.3              Reserves                                                                         6
ARTICLE 5    ALLOCATIONS                                                                               6
     5.1              Allocation of Profit and Loss                                                    6
     5.2              Tax Allocations                                                                  6
ARTICLE 6    DISTRIBUTIONS                                                                             6
     6.1              Distributions Other Than Proceeds of Any Liquidating Transaction                 6
     6.2              Proceeds of Any Liquidating Transaction                                          6
ARTICLE 7    RIGHTS AND OBLIGATIONS OF MEMBERS; MANAGEMENT OF THE COMPANY'S BUSINESS                   6
     7.1              Limited Liability                                                                6
     7.2              Management and Control.                                                          7
     7.3              Evidence of Authority, Etc.                                                      7
     7.4              Designation of Manager                                                           8
     7.5              Other Business, Etc.                                                             8
     7.6              Standard of Care; Indemnification of Members, Officers, Employees and Agents.    8
ARTICLE 8    TERMINATION                                                                               9
     8.1              Events of Dissolution.                                                           9
     8.2              Application of Assets                                                           10
ARTICLE 9    MISCELLANEOUS                                                                            10
     9.1              Notices.                                                                        10
     9.2              Word Meanings                                                                   10
     9.3              Binding Provisions                                                              10
     9.4              Applicable Law                                                                  10


                                     - 15 -



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                    Page
                                                                                                    ----
                                                                                                   
     9.5              Separability of Provisions                                                      10
     9.6              Counterparts                                                                    11
     9.7              Entire Agreement                                                                11
     9.8              Amendments                                                                      11
     9.9              Investment Representations                                                      11
     9.10             Tax Principles                                                                  11


                                     - 16 -

EX-3.57

                                                                    Exhibit 3.57

                                                                          PAGE 1

                                    DELAWARE
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PJC NEW LONDON REALTY LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF JANUARY, A.D.
2003, AT 12 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.


                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

[SEAL]                                 AUTHENTICATION: 3256752

3619072  8100H

040547348                                       DATE: 07-27-04



                            CERTIFICATE OF FORMATION

                                       OF

                            PJC NEW LONDON REALTY LLC

     This Certificate of Formation of PJC NEW LONDON REALTY LLC (the "COMPANY"),
dated as of January 28, 2003, is being duly executed and filed by the
undersigned, as authorized person, to form a limited liability company under the
Delaware Limited Liability Company Act (6 DEL. C. Sec. 18-101, ET SEQ.).


     FIRST. The name of the limited liability company formed hereby is PJC New
London Realty LLC.

     SECOND. The address of the registered office in the State of Delaware is
615 S. DuPont Highway, Dover, Kent County, Delaware 19901. The name of its
Registered Agent at such address is National Corporate Research, Ltd.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.


                                      /s/ Julianne M. Ells
                                      -----------------------------------
                                      Julianne M. Ells, Authorized Person


                                                          STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                      FILED 12:00 PM 01/28/2003
                                                         030056373 - 3619072

EX-3.58

                                                                    Exhibit 3.58

                            PJC NEW LONDON REALTY LLC

                       LIMITED LIABILITY COMPANY AGREEMENT

                               Amended & Restated

                            Dated as of July 27, 2004



                               AMENDED & RESTATED

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                            PJC NEW LONDON REALTY LLC

     THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PJC NEW
LONDON REALTY LLC, dated as of January 8, 2002, entered into by PJC SPECIAL
REALTY HOLDINGS, INC., a Delaware corporation with its principal office at 50
Service Avenue, Warwick, Rhode Island 02886 ("PJC SPECIAL"), as the sole Member
and Manager of PJC NEW LONDON REALTY LLC (the "COMPANY"), hereby replaces all
previous limited liability company agreements of the Company.

                                WITNESSETH THAT:

     WHEREAS, the Company whereas formed as a limited liability company pursuant
to the Delaware Limited Liability Company Act, 6 Del, C. Sections 18-101 ET SEQ.
(as from time to time amended and including any successor statute of similar
import, the "Act") as of and by the filing of a Certificate of Formation (the
"CERTIFICATE") in the office of the Secretary of State of Delaware; and

     WHEREAS, PJC Special wishes to set out its rights, obligations and duties
as the sole Member and Manager with respect to the Company and its business,
management and operations;

     NOW, THEREFORE, the sole Member hereby constitutes a limited liability
company for the purposes and on the terms and conditions set forth in this
Agreement as follows:

                                    ARTICLE I
                                   DEFINITIONS

     Capitalized terms used in this Agreement shall have the meanings set forth
below or in the section of this Agreement referred to below:

     "ACT" shall have the meaning set forth in the recitals to this Agreement.

     "AFFILIATE" shall mean, with respect to any Person, (i) in the case of any
such Person which is a partnership, any partner in such partnership; (ii) any
other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with
respect to such Person or to one or more of the Persons referred to in preceding
clause (i); and (iii) any other Person who is an officer, director, trustee or
employee of, or partner in, such Person or any Person referred to in the
preceding clauses (i) and (ii); PROVIDED, HOWEVER, that such term, shall not
include within its meaning the Company itself or a Subsidiary of the Company.

     "AGREEMENT" shall mean this Limited Liability Company Agreement, including
all



schedules and exhibits hereto, as it and they may be amended, restated or
supplemented from time to time as herein provided.



     "AVAILABLE CASH" shall mean the excess of (i) the cash and short term
investments of the Company over (ii) any reserves established from time to time
in accordance with SECTION 4.3.

     "CERTIFICATE" shall mean the Certificate of Formation of Limited Liability
Company of the Company as provided for pursuant to the Act, as originally filed
with the office of the Secretary of State of Delaware, as amended and restated
from time to time as herein provided.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any subsequent Federal law of similar import, and, to the extent
applicable, any Treasury Regulations promulgated thereunder.

     "COMPANY" shall mean the limited liability company hereby established in
accordance with this Agreement, as such limited liability company may from time
to time be constituted.

     "COMPANY INTEREST" shall mean the interest of the sole Member in the
Company, as expressed on Schedule A opposite such Member's name.

     "ENTITY" shall mean any general partnership, limited partnership,
corporation, joint venture, trust, limited liability company, business trust,
cooperative, association, or governmental unit.

     "FISCAL YEAR" shall mean the fiscal year of the Company and shall be the
same as the taxable year of its sole Member. Each Fiscal Year shall commence on
the day immediately following the last day of the immediately preceding Fiscal
Year.

     "LIQUIDATING TRANSACTION" shall have the meaning set forth in

     "MANAGER" shall mean PJC Special.

     "MEMBER" shall mean PJC Special.

     "PARENT" shall mean with respect to any Person, any Person which owns
directly, or indirectly through one or more Subsidiaries, twenty percent (20%)
or more of the voting or beneficial interest in, or otherwise has the right or
power (whether by contract, through ownership of securities or otherwise) to
control, such Person.

     "PERSON" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so admits.

     "SUBSIDIARY" shall mean, with respect to any Person, any Entity (i) in
which such Person owns directly, or indirectly through one or more Subsidiaries,
twenty percent (20%) or more of the voting or beneficial interest; or (ii) which
such Person otherwise has the right or power to control (whether by contract,
through ownership of securities or



otherwise).

     "TREASURY REGULATIONS" shall mean the Federal income tax regulations,
including any temporary or proposed regulations, promulgated under the Code, as
such Treasury Regulations may be amended from time to time (it being understood
that all references herein to specific sections of the Treasury Regulations
shall be deemed also to refer to any corresponding provisions of succeeding
Treasury Regulations).

                                    ARTICLE 2
                     FORMATION OF LIMITED LIABILITY COMPANY

     2.1  FORMATION. The Company is hereby formed as a limited liability company
under and pursuant to the Act.

     2.2 COMPANY NAME. The name of the Company shall be "PJC NEW LONDON REALTY
LLC." The business of the Company shall be conducted under such name or such
other names as may from time to time be established by the Manager.

     2.3 THE CERTIFICATE, ETC. The filing of the Certificate with the Secretary
of State of Delaware by the Manager is hereby ratified and confirmed by the sole
Member. The Manager hereby agrees to cause to be executed, filed and recorded
all such other certificates and documents, including amendments to the
Certificate, and to cause to be done such other acts as may be necessary or
appropriate to comply with all requirements for the formation, continuation and
operation of a limited liability company, the ownership of property, and the
conduct of business under the laws of the State of Delaware and any other
jurisdiction in which the Company may own property or conduct business.

     2.4 PRINCIPAL BUSINESS OFFICE, REGISTERED OFFICE AND REGISTERED AGENT. The
principal business office of the Company shall be located at 50 Service Avenue,
Warwick, Rhode Island 02886, or at such other location as may hereafter be
designated by the Manager. The registered office of the Company shall be 2711
Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The
registered agent for service of process on the Company shall be Corporation
Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle
County, Delaware 19808. The principal business office, the registered office and
the registered agent of the Company may be changed from time to time by the
Manager and in accordance with the then applicable provisions of the Act and any
other applicable laws.

     2.5 TERM OF COMPANY. The term of the Company shall commence on the date of
the initial filing of the Certificate with the office of the Secretary of State
of Delaware and shall continue until dissolved pursuant to the provisions of
SECTION 8.1.

     2.6 PURPOSES. The purposes of the Company are to engage in any lawful
business that may be engaged in by a limited liability company organized under
the Act. In addition, and not in limitation of the foregoing, the Company shall
have the following purposes: (i) to acquire, hold, own, operate, maintain,
improve, expand, sell, pledge,



mortgage, develop, lease, manage, subdivide, exchange or otherwise dispose of
real and personal property of every kind and description and interests in
Entities which own (directly or indirectly) real and personal property, and (ii)
to acquire, hold, own, manage, sell, exchange or otherwise dispose of
investments of every kind and description and interests in Entities which own
(directly and indirectly) interests in businesses or ventures of every kind.

     2.7 POWERS. In furtherance of its purposes, but subject to all of the
provisions of this Agreement, the Company shall have the power and is hereby
authorized to:

         (a) acquire by purchase, lease, contribution of property or otherwise
     and own, hold, sell, convey, transfer or dispose of real or personal
     property or securities or other interests in Entities which own or hold,
     directly or indirectly, real property or interests in businesses or
     ventures which may be necessary, convenient or incidental to the
     accomplishment of the purposes of the Company;

         (b) operate, purchase, maintain, finance, improve, expand, own, sell,
     convey, assign, mortgage, lease or demolish or otherwise dispose of real or
     personal property or securities or other interests in Entities which own or
     hold, directly or indirectly, real property or interests in businesses or
     ventures which may be necessary, convenient or incidental to the
     accomplishment of the purposes of the Company;

         (c) borrow money and issue evidences of indebtedness in furtherance of
     any or all of the purposes of the Company, and secure the same by mortgage,
     pledge or other lien on the assets of the Company;

         (d) invest any funds of the Company pending distribution or payment of
     the same pursuant to the provisions of this Agreement;

         (e) prepay in whole or in part, refinance, recast, increase, modify or
     extend any indebtedness of the Company and, in connection therewith,
     execute any extensions, renewals or modifications of any mortgage or
     security agreement securing such indebtedness;

         (f) enter into, perform and carry out contracts of any kind, including,
     without limitation, contracts with any Affiliate of a Member and contracts
     in respect of rendering operating or management services or in respect of
     acting as a manager to any Person or Persons, necessary to, in connection
     with, or incidental to the accomplishment of the purposes of the Company;

         (g) establish reserves for capital expenditures, working capital, debt
     service, taxes, assessments, insurance premiums, repairs, improvements,
     depreciation, depletion, obsolescence, and general maintenance of buildings
     and other property out of the rents, profits, or other income received;


          (h) employ or otherwise engage employees, managers, contractors,
     advisors and consultants and pay reasonable compensation for such services;

          (i) enter into partnerships, limited liability companies or other
     ventures with other Persons in furtherance of the purposes of the Company;
     and

          (j) do such other things and engage in such other activities related
     to the foregoing as may be necessary, convenient or advisable with respect
     to the conduct of the business of the Company, and have and exercise all of
     the powers and rights conferred upon limited liability companies formed
     pursuant to the Act.

                                    ARTICLE 3
                                 CAPITALIZATION

     3.1  CAPITALIZATION.

          (a) The sole Member contributed or caused to be contributed to the
     Company the sum of One Thousand and 00/100 Dollars ($1,000.00) in cash in
     consideration for which the sole Member was issued and was deemed to own
     100% of the member interest of the Company. Such member interest shall not
     be certificated.

          (b) The sole Member may from time to time contribute or cause to be
     contributed to the Company such additional money or property as the sole
     Member may desire to contribute, provided that at no time shall the sole
     Member be required to contribute any cash or property other than the
     aforesaid sum of One Thousand and 00/100 Dollars ($1,000.00).

                                    ARTICLE 4
                           BOOKS; ACCOUNTING; REPORTS

     4.1  BOOKS AND RECORDS; INSPECTION.

          (a) The Company shall keep, or cause to be kept, complete and accurate
     books and records of account of the Company. The Company shall maintain the
     following at its principal business office: (i) a writing setting forth the
     sole Member's full name and last known business address; (ii) a copy of the
     Certificate, including all certificates of amendment thereto and executed
     copies of all powers of attorney pursuant to which the Certificate or any
     certificate of amendment has been executed; (iii) copies of the Company's
     Federal, state and local income tax returns and reports, if any, for the
     three (3) most recent Fiscal Years of the Company; (iv) copies of this
     Agreement and of any financial statements of the Company for the three (3)
     most recent Fiscal Years of the Company; and (v) all other records required
     to be maintained pursuant to the Act.

          (b) The sole Member shall have the right, at all reasonable times and
     upon reasonable notice during usual business hours, to audit, examine and
     make copies of or



extracts from the books of account of the Company for any purpose reasonably
related to such Member's interest as the sole Member of the Company. Such right
may be exercised through any agent or employee of such Member designated by it
or by a certified public accountant designated by such Member. The sole Member
shall bear all expenses incurred in any examination made for such Member's
account.

4.2  FILING OF RETURNS AND OTHER WRITINGS.

          (a) The Company shall cause the preparation and timely filing of all
     Company tax returns and shall timely file all other writings required by
     any governmental authority having, jurisdiction to require such filing.

          (b) The provisions of this SECTION 4.2 shall survive the termination
     of the Company and shall remain binding for as long a period of time as is
     necessary to resolve with the Internal Revenue Service or other
     governmental authority any and all matters regarding the Federal income or
     other taxation of the Company or the sole Member.

     4.3  RESERVES. The Company may establish such reserves as the Manager shall
from time to time determine to be necessary or appropriate.

                                    ARTICLE 5
                                   ALLOCATIONS

     5.1  ALLOCATION OF PROFIT AND LOSS. The profit and loss of the Company for
each Fiscal Year shall be attributed to the sole Member. For purposes of
determining profit, loss or any other items allocable to any period, profit,
loss and any such other items shall be determined on a daily, monthly or other
basis, as determined by the Manager using any permissible method under the Code
and the Treasury Regulations promulgated thereunder.

     5.2  TAX ALLOCATIONS. All items of income, gain, loss, deduction or credit
shall be attributed to the sole Member, as required by law.

                                    ARTICLE 6
                                  DISTRIBUTIONS

     6.1  DISTRIBUTIONS OTHER THAN PROCEEDS OF ANY LIQUIDATING TRANSACTION.
Subject to SECTION 6.2, Section 18-607 of the Act and any other applicable law,
Available Cash shall be applied and distributed from time to time, as the
Manager shall determine, to the sole Member.

     6.2  PROCEEDS OF ANY LIQUIDATING TRANSACTION. Upon the occurrence of any
transaction (a "LIQUIDATING TRANSACTION") involving the sale or other
disposition of all or substantially all of the assets of the Company, all
Available Cash resulting therefrom (or from any other source during the period
of winding up of the Company) shall be applied FIRST to the payment of any debts
or liabilities of the Company to creditors (including, as applicable, the sole
Member in its capacity as a creditor) or to the funding of reserves for



debts or liabilities not then due and owing and for contingent liabilities to
the extent deemed reasonable by the Manager and THEN to the sole Member. It is
understood and agreed that all payments under this SECTION 6.2 shall be made as
soon as reasonably practicable and in any event by the end of the Fiscal Year in
which such Liquidating Transaction occurs or, if later, within ninety (90) days
after the date of such Liquidating Transaction.

                                    ARTICLE 7
                       RIGHTS AND OBLIGATIONS OF MEMBERS;
                      MANAGEMENT OF THE COMPANY'S BUSINESS

     7.1  LIMITED LIABILITY. Except as otherwise provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the sole Member shall not be obligated personally for any such
debt, obligation or liability of the Company by reason of being a member of the
Company. The sole Member shall not be required to lend any funds to the Company.

7.2  MANAGEMENT AND CONTROL.

          (a) The sole Member, in its capacity as such: (i) shall not
     participate in the management or control of the business of, or transact
     any business for or on behalf of, the Company; (ii) shall have no voting
     rights, except as specifically provided in this Agreement; and (iii) shall
     have no power to sign for or bind the Company. The Sole Member shall,
     however, have the approval rights expressly set forth elsewhere in this
     Agreement or specifically required by the Act.

          (b) Except as otherwise specifically provided in this Agreement, the
     Manager shall have full authority and responsibility and exclusive and
     complete discretion in the management, control, operation and disposition
     of the business and assets of the Company for the purposes herein stated,
     shall make all decisions affecting the Company's business and assets and
     shall have full, complete and exclusive discretion to take any and all
     actions that the Company is authorized to take and to make all decisions
     with respect thereto. The Manager may appoint a President, one or more Vice
     Presidents, a Treasurer and a Secretary and such other officers as the
     Manager shall deem appropriate, each of which officers may, to the extent
     provided by the Manager, have the powers attendant to a similar officer of
     a Delaware corporation. Except as otherwise provided by the Act, the
     Manager shall not be personally liable for any of the debts, liabilities,
     obligations or contracts of the Company, nor shall the Manager, in its
     capacity as such, be required to contribute or lend any funds to the
     Company.

          (c) Subject to the express provisions of this Agreement, the Manager
     shall have the authority to execute on behalf of the Company, as its
     authorized signatory, such agreements, contracts, instruments and other
     documents as it shall from time to time approve, such approval to be
     conclusively evidenced by its



     execution and delivery of any of the foregoing, including, without
     limitation: (i) checks, drafts, notes and other negotiable instruments;
     (ii) deeds of trust and assignments of rights; (iii) contracts for the sale
     of assets or relating to consulting, advisory or management services,
     deeds, leases, assignments and bills of sale; and (iv) loan agreements,
     mortgages, security agreements, pledge agreements and financing statements.
     The signature of the Manager on any such instrument, agreement, contract,
     lease, conveyance or document, or upon any check, draft, note or other
     negotiable instrument, shall be sufficient to bind the Company in respect
     thereof and shall conclusively evidence the authority of the Manager with
     respect thereto, and no third person need look to the application of funds
     or authority to act or require the joinder or consent of any other party.

     7.3  EVIDENCE OF AUTHORITY, ETC.

          (a)   Any Person dealing with the Company may rely on a certificate
     signed by the Manager as to:

                    (i)   the identity of the sole Member, the Manager or the
                    officers, employees or agents of the Company.

                    (ii)  the existence or nonexistence of any fact or facts
                    which constitute conditions precedent to acts by the sole
                    Member, the Manager, or any officer, employee or agent or
                    are in any other manner germane to the affairs of the
                    Company;

                    (iii) who is authorized to execute and deliver any
                    instrument or document on behalf of the Company;

                    (iv)  the authenticity of a copy of this Agreement and
                    amendments hereto;

                    (v)   any act or failure to act by the Company or as to any
                    other matter whatsoever involving the Company, the sole
                    Member, the Manager, or any officer, employee or agent; or

                    (vi)  the authority of the Manager or any officer, employee
                    or agent or other Person to act on behalf of the Company.

     7.4  DESIGNATION OF MANAGER. The sole Member hereby confirms the
designation of the Person specified as the Manager in the first paragraph of
this Agreement as the Manager. By execution of this Agreement, such Person
hereby accepts such designation.

     7.5  OTHER BUSINESS, ETC.



          (a) The Manager, sole Member and any Affiliate thereof may engage in
     or possess an interest in other business ventures (unconnected with the
     Company) of every kind and description, independently or with others, and
     the Company shall not have any rights in or to such independent ventures or
     the income or profits therefrom by virtue of this Agreement.

          (b) Unless otherwise approved by the Company, no Person shall use any
     proprietary or confidential information owned by the Company other than for
     the benefit of the Company, whether or not such Person remains a Member,
     Affiliate, Manager, director, officer or employee of the Company.

     7.6  STANDARD OF CARE; INDEMNIFICATION OF MEMBERS, OFFICERS, EMPLOYEES AND
AGENTS.

          (a) No Member shall have any personal liability whatsoever to the
     Company or any other Member on account of such Member's status as a Member
     or by reason of such Member's acts or omissions in connection with the
     conduct of the business of the Company.

          (b) The Company shall indemnify and hold harmless each Member and the
     affiliates of any Member (each an "Indemnified Person") against any and all
     losses, claims, damages, expenses and liabilities (including, but not
     limited to, any investigation, legal and other reasonable expenses incurred
     in connection with, and any amounts paid in settlement of, any action,
     suit, proceeding or claim) of any kind or nature whatsoever that such
     Indemnified Person may at any time become subject to or liable for by
     reason of the formation, operation or termination of the Company, or the
     Indemnified Person's acting as a Member under this Agreement, or the
     authorized actions of such Indemnified Person in connection with the
     conduct of the affairs of the Company (including, without limitation,
     indemnification against negligence, gross negligence or breach of duty).
     The indemnities provided hereunder shall survive termination of the Company
     and this Agreement. Costs and expenses that are subject to indemnification
     hereunder shall, at the request of any Indemnified Person, be advanced by
     the Company to or on behalf of such Indemnified Person prior to final
     resolution of a matter, so long as such Indemnified Person shall have
     provided the Company with a written undertaking to reimburse the Company
     for all amounts so advanced if it is ultimately determined that the
     Indemnified Person is not entitled to indemnification hereunder.

          (c) The contract rights to indemnification and to the advancement of
     expenses conferred in this Section 7.6 shall not be exclusive of any other
     right that any person may have or hereafter acquire under any statute,
     agreement, vote of the Members or otherwise.



          (d) The Company may maintain insurance, at its expense, to protect
     itself and any Member, employee or agent of the Company or another limited
     liability company, corporation, partnership, joint venture, trust or other
     enterprise against any expense, liability or loss, whether or not the
     Company would have the power to indemnify such person against such expense,
     liability or loss under the Delaware Act.

          (e) The Company may, to the extent authorized from time to time by the
     Members, grant rights to indemnification and to advancement of expenses to
     any officer, employee or agent of the Company to the fullest extent of the
     provisions of this Section 7.6 with respect to the indemnification and
     advancement of expenses of Members of the Company.

          (f) Notwithstanding the foregoing provisions of this Section 7.6, the
     Company shall indemnify an Indemnified Person in connection with a
     proceeding (or part thereof) initiated by such Indemnified Person only if
     such proceeding (or part thereof) was authorized by the Members; provided,
     however, that an Indemnified Person shall be entitled to reimbursement of
     his or her reasonable counsel fees with respect to a proceeding (or part
     thereof) initiated by such Indemnified Person to enforce his or her right
     to indemnity or advancement of expenses under the provisions of this
     Section 7.6 to the extent the Indemnified Person is successful on the
     merits in such proceeding (or part thereof).

                                    ARTICLE 8
                                   TERMINATION

8.1  EVENTS OF DISSOLUTION.

          (a) In accordance with Section 18-801 of the Act, the Company shall be
     dissolved and the affairs of the Company wound up upon (i) a determination
     of the sole Member to dissolve the Company; or (ii) entry of a judicial
     decree of dissolution.

          (b) Dissolution of the Company shall be effective on the day on which
     a determination of the sole Member to dissolve the Company occurs or the
     day on which a Judicial decree of dissolution is entered, but the Company
     shall not terminate until the assets of the Company shall have been
     distributed as provided herein and a certificate of cancellation of the
     Company has been filed with the Secretary of State of Delaware.

     8.2  APPLICATION OF ASSETS, In the event of dissolution, the Company shall
conduct only such activities as are necessary to wind up its affairs (including
the sale of the assets of the Company in an orderly manner), and the assets of
the Company shall be applied in the manner, and in the order of priority, set
forth in SECTION 6.2.

                                    ARTICLE 9


                                  MISCELLANEOUS

     9.1  NOTICES.

          (a) Any and all notices, consents, offers, elections and other
     communications required or permitted under this Agreement shall be deemed
     adequately given only if in writing and the same shall be delivered either
     in hand or by Federal Express or similar expedited commercial carrier,
     addressed to the recipient of the notice, postage prepaid and registered,
     or with all freight charges prepaid (if by Federal Express or similar
     carrier).

          (b) All notices, demands and requests to be sent hereunder shall be
     deemed to have been given for all purposes of this Agreement upon the date
     of receipt or refusal.

          (c) All such notices, demands and requests shall be addressed to the
     address set forth on SCHEDULE A hereto or to such other United States
     address as the Member may have designated for itself by written notice to
     the Company in the manner herein prescribed, except that notices of change
     of address shall be effective only upon receipt.

     9.2  WORD MEANINGS. The words such as "herein", "hereinafter", "hereof and
"hereunder" refer to this Agreement as a whole and not merely to a subdivision
in which such words appear unless the context otherwise requires. The singular
shall include the plural and the masculine gender shall include the feminine and
neuter, and vice versa, unless the context otherwise requires.

     9.3  BINDING PROVISIONS. The covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the heirs, executors,
administrators and legal representatives or successors and assigns, as the case
may be, of the party hereto.

     9.4  APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware, In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control and take precedence.

     9.5  SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall be
considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

     9.6  COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

     9.7  ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
of the sole Member and the Company with respect to the transactions contemplated



herein and supersedes all prior understandings or agreements in respect of such
transactions.

     9.8  AMENDMENTS. This Agreement shall not be amended except with the prior
written consent of the sole Member. Any consent may be given subject to
satisfaction of conditions stated therein.

     9.9  INVESTMENT REPRESENTATIONS. The sole Member understands that its
Company Interest has not been registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), on the grounds that its acquisition of such
Company Interest is exempt under Section 4(2) of the Securities Act as not
involving a public offering.

     9.10 TAX PRINCIPLES. For so long as the Company is owned by a sole Member,
it shall be treated as a disregarded entity for Federal and state income tax
purposes pursuant to Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and corresponding provisions of state law. Upon the admission to the
Company of more than one Member, the Company shall be treated as having become,
in the manner prescribed by Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and Internal Revenue Service Revenue Rulings 99-5 and 99-6, a
partnership for Federal and state income tax purposes pursuant to Sections
301.7701-2 and 301.7701-3 of the Treasury Regulations and corresponding
provisions of state law, and this Agreement will be amended accordingly to
reflect the same.


                  [remainder of page intentionally left blank]



     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Agreement under seal as of the day and year first above written.


                                       PJC SPECIAL REALTY HOLDINGS, INC.,
                                       a Delaware corporation


                                       By:/s/ Susan Morgan
                                          -----------------------------
                                          Susan Morgan
                                          Assistant Vice President



                                  SCHEDULE A TO
         PJC NEW LONDON REALTY LLC LIMITED LIABILITY COMPANY AGREEMENT.



                     Name and Address           Company Interest Member
                     ----------------           ---------------- ------

                                                     
          PJC Special Realty Holdings, Inc,             100%
          50 Service Avenue
          Warwick, Rhode Island 02886

EX-3.59

                                                                    Exhibit 3.59

                                    DELAWARE
                                                    PAGE 1

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR,, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PJC NORWICH REALTY LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-SEVENTH DAY OF JANUARY, A.D.
2003, AT 4 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.


                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

3618739  8100H [SEAL]                    AUTHENTICATION: 3256765

040547365                                          DATE: 07-27-04



                                                          STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                      FILED 04:00 PM 01/27/2003
                                                         030054122 - 3618739


                            CERTIFICATE OF FORMATION

                                       OF

                             PJC NORWICH REALTY LLC

     This Certificate of Formation of PJC NORWICH REALTY LLC (the "COMPANY"),
dated as of January 27, 2003, is being duly executed and filed by the
undersigned, as authorized person, to form a limited liability company under the
Delaware Limited Liability Company Act (6 DEL. C. Sec. 18-101. ET SEQ.).

     FIRST. The name of the limited liability company formed hereby is PJC
Norwich Realty LLC.

     SECOND. The address of the registered office in the State of Delaware is
615 S. DuPont Highway, Dover, Kent County, Delaware 19901. The name of its
Registered Agent at such address is National Corporate Research, Ltd.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.


                                      /s/ Julianne M. Ells
                                      -----------------------------------
                                      Julianne M. Ells, Authorized Person

EX-3.60

                                                                    Exhibit 3.60

                             PJC NORWICH REALTY LLC

                       LIMITED LIABILITY COMPANY AGREEMENT

                               Amended & Restated

                            Dated as of July 27, 2004



                               AMENDED & RESTATED

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                             PJC NORWICH REALTY LLC

     THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PJC
NORWICH REALTY LLC, dated as of January 8, 2002, entered into by PJC SPECIAL
REALTY HOLDINGS, INC., a Delaware corporation with its principal office at 50
Service Avenue, Warwick, Rhode Island 02886 ("PJC SPECIAL"), as the sole Member
and Manager of PJC NORWICH REALTY LLC (the "COMPANY"), hereby replaces all
previous limited liability company agreements of the Company.

                                 WITNESSETH THAT:

     WHEREAS, the Company whereas formed as a limited liability company pursuant
to the Delaware Limited Liability Company Act, 6 Del, C. Sections 18-101 ET SEQ.
(as from time to time amended and including any successor statute of similar
import, the "Act") as of and by the filing of a Certificate of Formation (the
"CERTIFICATE") in the office of the Secretary of State of Delaware; and

     WHEREAS, PJC Special wishes to set out its rights, obligations and duties
as the sole Member and Manager with respect to the Company and its business,
management and operations;

     NOW, THEREFORE, the sole Member hereby constitutes a limited liability
company for the purposes and on the terms and conditions set forth in this
Agreement as follows:

                                    ARTICLE I
                                   DEFINITIONS

     Capitalized terms used in this Agreement shall have the meanings set forth
below or in the section of this Agreement referred to below:

     "ACT" shall have the meaning set forth in the recitals to this Agreement.

     "AFFILIATE" shall mean, with respect to any Person, (i) in the case of any
such Person which is a partnership, any partner in such partnership; (ii) any
other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with
respect to such Person or to one or more of the Persons referred to in preceding
clause (i); and (iii) any other Person who is an officer, director, trustee or
employee of, or partner in, such Person or any Person referred to in the
preceding clauses (i) and (ii); PROVIDED, HOWEVER, that such term, shall not
include within its meaning the Company itself or a Subsidiary of the Company.

     "AGREEMENT" shall mean this Limited Liability Company Agreement, including
all



schedules and exhibits hereto, as it and they may be amended, restated or
supplemented from time to time as herein provided.



     "AVAILABLE CASH" shall mean the excess of (i) the cash and short term
investments of the Company over (ii) any reserves established from time to time
in accordance with SECTION 4.3.

     "CERTIFICATE" shall mean the Certificate of Formation of Limited Liability
Company of the Company as provided for pursuant to the Act, as originally filed
with the office of the Secretary of State of Delaware, as amended and restated
from time to time as herein provided.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any subsequent Federal law of similar import, and, to the extent
applicable, any Treasury Regulations promulgated thereunder.

     "COMPANY" shall mean the limited liability company hereby established in
accordance with this Agreement, as such limited liability company may from time
to time be constituted.

     "COMPANY INTEREST" shall mean the interest of the sole Member in the
Company, as expressed on Schedule A opposite such Member's name.

     "ENTITY" shall mean any general partnership, limited partnership,
corporation, joint venture, trust, limited liability company, business trust,
cooperative, association, or governmental unit.

     "FISCAL YEAR" shall mean the fiscal year of the Company and shall be the
same as the taxable year of its sole Member. Each Fiscal Year shall commence on
the day immediately following the last day of the immediately preceding Fiscal
Year.

     "LIQUIDATING TRANSACTION" shall have the meaning set forth in

     "MANAGER" shall mean PJC Special.

     "MEMBER" shall mean PJC Special.

     "PARENT" shall mean with respect to any Person, any Person which owns
directly, or indirectly through one or more Subsidiaries, twenty percent (20%)
or more of the voting or beneficial interest in, or otherwise has the right or
power (whether by contract, through ownership of securities or otherwise) to
control, such Person.

     "PERSON" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so admits.

     "SUBSIDIARY" shall mean, with respect to any Person, any Entity (i) in
which such Person owns directly, or indirectly through one or more Subsidiaries,
twenty percent (20%) or more of the voting or beneficial interest; or (ii) which
such Person otherwise has the right or power to control (whether by contract,
through ownership of securities or



otherwise).

     "TREASURY REGULATIONS" shall mean the Federal income tax regulations,
including any temporary or proposed regulations, promulgated under the Code, as
such Treasury Regulations may be amended from time to time (it being understood
that all references herein to specific sections of the Treasury Regulations
shall be deemed also to refer to any corresponding provisions of succeeding
Treasury Regulations).

                                    ARTICLE 2
                     FORMATION OF LIMITED LIABILITY COMPANY

     2.1 FORMATION. The Company is hereby formed as a limited liability company
under and pursuant to the Act.

     2.2 COMPANY NAME. The name of the Company shall be "PJC NORWICH REALTY
LLC." The business of the Company shall be conducted under such name or such
other names as may from time to time be established by the Manager.

     2.3 THE CERTIFICATE, ETC. The filing of the Certificate with the Secretary
of State of Delaware by the Manager is hereby ratified and confirmed by the sole
Member. The Manager hereby agrees to cause to be executed, filed and recorded
all such other certificates and documents, including amendments to the
Certificate, and to cause to be done such other acts as may be necessary or
appropriate to comply with all requirements for the formation, continuation and
operation of a limited liability company, the ownership of property, and the
conduct of business under the laws of the State of Delaware and any other
jurisdiction in which the Company may own property or conduct business.

     2.4 PRINCIPAL BUSINESS OFFICE, REGISTERED OFFICE AND REGISTERED AGENT. The
principal business office of the Company shall be located at 50 Service Avenue,
Warwick, Rhode Island 02886, or at such other location as may hereafter be
designated by the Manager. The registered office of the Company shall be 2711
Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The
registered agent for service of process on the Company shall be Corporation
Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle
County, Delaware 19808. The principal business office, the registered office and
the registered agent of the Company may be changed from time to time by the
Manager and in accordance with the then applicable provisions of the Act and any
other applicable laws.

     2.5 TERM OF COMPANY. The term of the Company shall commence on the date of
the initial filing of the Certificate with the office of the Secretary of State
of Delaware and shall continue until dissolved pursuant to the provisions of
SECTION 8.1.

     2.6 PURPOSES. The purposes of the Company are to engage in any lawful
business that may be engaged in by a limited liability company organized under
the Act. In addition, and not in limitation of the foregoing, the Company shall
have the following purposes: (i) to acquire, hold, own, operate, maintain,
improve, expand, sell, pledge,



mortgage, develop, lease, manage, subdivide, exchange or otherwise dispose of
real and personal property of every kind and description and interests in
Entities which own (directly or indirectly) real and personal property, and (ii)
to acquire, hold, own, manage, sell, exchange or otherwise dispose of
investments of every kind and description and interests in Entities which own
(directly and indirectly) interests in businesses or ventures of every kind.

     2.7 POWERS. In furtherance of its purposes, but subject to all of the
provisions of this Agreement, the Company shall have the power and is hereby
authorized to:

          (a) acquire by purchase, lease, contribution of property or otherwise
     and own, hold, sell, convey, transfer or dispose of real or personal
     property or securities or other interests in Entities which own or hold,
     directly or indirectly, real property or interests in businesses or
     ventures which may be necessary, convenient or incidental to the
     accomplishment of the purposes of the Company;

          (b) operate, purchase, maintain, finance, improve, expand, own, sell,
     convey, assign, mortgage, lease or demolish or otherwise dispose of real or
     personal property or securities or other interests in Entities which own or
     hold, directly or indirectly, real property or interests in businesses or
     ventures which may be necessary, convenient or incidental to the
     accomplishment of the purposes of the Company;

          (c) borrow money and issue evidences of indebtedness in furtherance of
     any or all of the purposes of the Company, and secure the same by mortgage,
     pledge or other lien on the assets of the Company;

          (d) invest any funds of the Company pending distribution or payment
     of the same pursuant to the provisions of this Agreement;

          (e) prepay in whole or in part, refinance, recast, increase, modify or
     extend any indebtedness of the Company and, in connection therewith,
     execute any extensions, renewals or modifications of any mortgage or
     security agreement securing such indebtedness;

          (f) enter into, perform and carry out contracts of any kind,
     including, without limitation, contracts with any Affiliate of a Member and
     contracts in respect of rendering operating or management services or in
     respect of acting as a manager to any Person or Persons, necessary to, in
     connection with, or incidental to the accomplishment of the purposes of the
     Company;

          (g) establish reserves for capital expenditures, working capital, debt
     service, taxes, assessments, insurance premiums, repairs, improvements,
     depreciation, depletion, obsolescence, and general maintenance of buildings
     and other property out of the rents, profits, or other income received;


          (h) employ or otherwise engage employees, managers, contractors,
     advisors and consultants and pay reasonable compensation for such services;

          (i) enter into partnerships, limited liability companies or other
     ventures with other Persons in furtherance of the purposes of the Company;
     and

          (j) do such other things and engage in such other activities related
     to the foregoing as may be necessary, convenient or advisable with respect
     to the conduct of the business of the Company, and have and exercise all of
     the powers and rights conferred upon limited liability companies formed
     pursuant to the Act.

                                    ARTICLE 3
                                 CAPITALIZATION

3.1  CAPITALIZATION.

     (a) The sole Member contributed or caused to be contributed to the Company
the sum of One Thousand and 00/100 Dollars ($1,000.00) in cash in consideration
for which the sole Member was issued and was deemed to own 100% of the member
interest of the Company. Such member interest shall not be certificated.

     (b) The sole Member may from time to time contribute or cause to be
contributed to the Company such additional money or property as the sole Member
may desire to contribute, provided that at no time shall the sole Member be
required to contribute any cash or property other than the aforesaid sum of One
Thousand and 00/100 Dollars ($1,000.00).

                                    ARTICLE 4
                           BOOKS; ACCOUNTING; REPORTS

4.1  BOOKS AND RECORDS; INSPECTION.

     (a) The Company shall keep, or cause to be kept, complete and accurate
books and records of account of the Company. The Company shall maintain the
following at its principal business office: (i) a writing setting forth the sole
Member's full name and last known business address; (ii) a copy of the
Certificate, including all certificates of amendment thereto and executed copies
of all powers of attorney pursuant to which the Certificate or any certificate
of amendment has been executed; (iii) copies of the Company's Federal, state and
local income tax returns and reports, if any, for the three (3) most recent
Fiscal Years of the Company; (iv) copies of this Agreement and of any financial
statements of the Company for the three (3) most recent Fiscal Years of the
Company; and (v) all other records required to be maintained pursuant to the
Act.

     (b) The sole Member shall have the right, at all reasonable times and upon
reasonable notice during usual business hours, to audit, examine and make copies
of or



extracts from the books of account of the Company for any purpose reasonably
related to such Member's interest as the sole Member of the Company. Such right
may be exercised through any agent or employee of such Member designated by it
or by a certified public accountant designated by such Member. The sole Member
shall bear all expenses incurred in any examination made for such Member's
account.

4.2  FILING OF RETURNS AND OTHER WRITINGS.

     (a) The Company shall cause the preparation and timely filing of all
Company tax returns and shall timely file all other writings required by any
governmental authority having jurisdiction to require such filing.

     (b) The provisions of this SECTION 4.2 shall survive the termination of the
Company and shall remain binding for as long a period of time as is necessary to
resolve with the Internal Revenue Service or other governmental authority any
and all matters regarding the Federal income or other taxation of the Company or
the sole Member.

     4.3 RESERVES. The Company may establish such reserves as the Manager shall
from time to time determine to be necessary or appropriate.

                                    ARTICLE 5
                                   ALLOCATIONS

     5.1 ALLOCATION OF PROFIT AND LOSS. The profit and loss of the Company for
each Fiscal Year shall be attributed to the sole Member. For purposes of
determining profit, loss or any other items allocable to any period, profit,
loss and any such other items shall be determined on a daily, monthly or other
basis, as determined by the Manager using any permissible method under the Code
and the Treasury Regulations promulgated thereunder.

     5.2 TAX ALLOCATIONS. All items of income, gain, loss, deduction or credit
shall be attributed to the sole Member, as required by law.

                                    ARTICLE 6
                                  DISTRIBUTIONS

     6.1 DISTRIBUTIONS OTHER THAN PROCEEDS OF ANY LIQUIDATING TRANSACTION.
Subject to SECTION 6.2, Section 18-607 of the Act and any other applicable law,
Available Cash shall be applied and distributed from time to time, as the
Manager shall determine, to the sole Member.

     6.2 PROCEEDS OF ANY LIQUIDATING TRANSACTION. Upon the occurrence of any
transaction (a "LIQUIDATING TRANSACTION") involving the sale or other
disposition of all or substantially all of the assets of the Company, all
Available Cash resulting therefrom (or from any other source during the period
of winding up of the Company) shall be applied FIRST to the payment of any debts
or liabilities of the Company to creditors (including, as applicable, the sole
Member in its capacity as a creditor) or to the funding of reserves for



debts or liabilities not then due and owing and for contingent liabilities to
the extent deemed reasonable by the Manager and THEN to the sole Member. It is
understood and agreed that all payments under this SECTION 6.2 shall be made as
soon as reasonably practicable and in any event by the end of the Fiscal Year in
which such Liquidating Transaction occurs or, if later, within ninety (90) days
after the date of such Liquidating Transaction.

                                    ARTICLE 7
                       RIGHTS AND OBLIGATIONS OF MEMBERS;
                      MANAGEMENT OF THE COMPANY'S BUSINESS

     7.1 LIMITED LIABILITY. Except as otherwise provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the sole Member shall not be obligated personally for any such
debt, obligation or liability of the Company by reason of being a member of the
Company. The sole Member shall not be required to lend any funds to the Company.

7.2  MANAGEMENT AND CONTROL.

          (a) The sole Member, in its capacity as such: (i) shall not
     participate in the management or control of the business of, or transact
     any business for or on behalf of, the Company; (ii) shall have no voting
     rights, except as specifically provided in this Agreement; and (iii) shall
     have no power to sign for or bind the Company. The Sole Member shall,
     however, have the approval rights expressly set forth elsewhere in this
     Agreement or specifically required by the Act.

          (b) Except as otherwise specifically provided in this Agreement, the
     Manager shall have full authority and responsibility and exclusive and
     complete discretion in the management, control, operation and disposition
     of the business and assets of the Company for the purposes herein stated,
     shall make all decisions affecting the Company's business and assets and
     shall have full, complete and exclusive discretion to take any and all
     actions that the Company is authorized to take and to make all decisions
     with respect thereto. The Manager may appoint a President, one or more Vice
     Presidents, a Treasurer and a Secretary and such other officers as the
     Manager shall deem appropriate, each of which officers may, to the extent
     provided by the Manager, have the powers attendant to a similar officer of
     a Delaware corporation. Except as otherwise provided by the Act, the
     Manager shall not be personally liable for any of the debts, liabilities,
     obligations or contracts of the Company, nor shall the Manager, in its
     capacity as such, be required to contribute or lend any funds to the
     Company.

          (c) Subject to the express provisions of this Agreement, the Manager
     shall have the authority to execute on behalf of the Company, as its
     authorized signatory, such agreements, contracts, instruments and other
     documents as it shall from time to time approve, such approval to be
     conclusively evidenced by its



     execution and delivery of any of the foregoing, including, without
     limitation: (i) checks, drafts, notes and other negotiable instruments;
     (ii) deeds of trust and assignments of rights; (iii) contracts for the sale
     of assets or relating to consulting, advisory or management services,
     deeds, leases, assignments and bills of sale; and (iv) loan agreements,
     mortgages, security agreements, pledge agreements and financing statements.
     The signature of the Manager on any such instrument, agreement, contract,
     lease, conveyance or document, or upon any check, draft, note or other
     negotiable instrument, shall be sufficient to bind the Company in respect
     thereof and shall conclusively evidence the authority of the Manager with
     respect thereto, and no third person need look to the application of funds
     or authority to act or require the joinder or consent of any other party.

     7.3  EVIDENCE OF AUTHORITY, ETC.

          (a)   Any Person dealing with the Company may rely on a certificate
     signed by the Manager as to:

                    (i)   the identity of the sole Member, the Manager or the
                    officers, employees or agents of the Company.

                    (ii)  the existence or nonexistence of any fact or facts
                    which constitute conditions precedent to acts by the sole
                    Member, the Manager, or any officer, employee or agent or
                    are in any other manner germane to the affairs of the
                    Company;

                    (iii) who is authorized to execute and deliver any
                    instrument or document on behalf of the Company;

                    (iv)  the authenticity of a copy of this Agreement and
                    amendments hereto;

                    (v)   any act or failure to act by the Company or as to any
                    other matter whatsoever involving the Company, the sole
                    Member, the Manager, or any officer, employee or agent; or

                    (vi) the authority of the Manager or any officer, employee
                    or agent or other Person to act on behalf of the Company.

     7.4  DESIGNATION OF MANAGER. The sole Member hereby confirms the
designation of the Person specified as the Manager in the first paragraph of
this Agreement as the Manager. By execution of this Agreement, such Person
hereby accepts such designation.

     7.5  OTHER BUSINESS, ETC.



          (a) The Manager, sole Member and any Affiliate thereof may engage in
     or possess an interest in other business ventures (unconnected with the
     Company) of every kind and description, independently or with others, and
     the Company shall not have any rights in or to such independent ventures or
     the income or profits therefrom by virtue of this Agreement.

          (b) Unless otherwise approved by the Company, no Person shall use any
     proprietary or confidential information owned by the Company other than for
     the benefit of the Company, whether or not such Person remains a Member,
     Affiliate, Manager, director, officer or employee of the Company.

     7.6  STANDARD OF CARE; INDEMNIFICATION OF MEMBERS, OFFICERS, EMPLOYEES AND
AGENTS.

          (a) No Member shall have any personal liability whatsoever to the
     Company or any other Member on account of such Member's status as a Member
     or by reason of such Member's acts or omissions in connection with the
     conduct of the business of the Company.

          (b) The Company shall indemnify and hold harmless each Member and the
     affiliates of any Member (each an "Indemnified Person") against any and all
     losses, claims, damages, expenses and liabilities (including, but not
     limited to, any investigation, legal and other reasonable expenses incurred
     in connection with, and any amounts paid in settlement of, any action,
     suit, proceeding or claim) of any kind or nature whatsoever that such
     Indemnified Person may at any time become subject to or liable for by
     reason of the formation, operation or termination of the Company, or the
     Indemnified Person's acting as a Member under this Agreement, or the
     authorized actions of such Indemnified Person in connection with the
     conduct of the affairs of the Company (including, without limitation,
     indemnification against negligence, gross negligence or breach of duty).
     The indemnities provided hereunder shall survive termination of the Company
     and this Agreement. Costs and expenses that are subject to indemnification
     hereunder shall, at the request of any Indemnified Person, be advanced by
     the Company to or on behalf of such Indemnified Person prior to final
     resolution of a matter, so long as such Indemnified Person shall have
     provided the Company with a written undertaking to reimburse the Company
     for all amounts so advanced if it is ultimately determined that the
     Indemnified Person is not entitled to indemnification hereunder.

          (c) The contract rights to indemnification and to the advancement of
     expenses conferred in this Section 7.6 shall not be exclusive of any other
     right that any person may have or hereafter acquire under any statute,
     agreement, vote of the Members or otherwise.



          (d) The Company may maintain insurance, at its expense, to protect
     itself and any Member, employee or agent of the Company or another limited
     liability company, corporation, partnership, joint venture, trust or other
     enterprise against any expense, liability or loss, whether or not the
     Company would have the power to indemnify such person against such expense,
     liability or loss under the Delaware Act.

          (e) The Company may, to the extent authorized from time to time by the
     Members, grant rights to indemnification and to advancement of expenses to
     any officer, employee or agent of the Company to the fullest extent of the
     provisions of this Section 7.6 with respect to the indemnification and
     advancement of expenses of Members of the Company.

          (f) Notwithstanding the foregoing provisions of this Section 7.6, the
     Company shall indemnify an Indemnified Person in connection with a
     proceeding (or part thereof) initiated by such Indemnified Person only if
     such proceeding (or part thereof) was authorized by the Members; provided,
     however, that an Indemnified Person shall be entitled to reimbursement of
     his or her reasonable counsel fees with respect to a proceeding (or part
     thereof) initiated by such Indemnified Person to enforce his or her right
     to indemnity or advancement of expenses under the provisions of this
     Section 7.6 to the extent the Indemnified Person is successful on the
     merits in such proceeding (or part thereof).

                                    ARTICLE 8
                                   TERMINATION

8.1  EVENTS OF DISSOLUTION.

          (a) In accordance with Section 18-801 of the Act, the Company shall be
     dissolved and the affairs of the Company wound up upon (i) a determination
     of the sole Member to dissolve the Company; or (ii) entry of a judicial
     decree of dissolution.

          (b) Dissolution of the Company shall be effective on the day on which
     a determination of the sole Member to dissolve the Company occurs or the
     day on which a Judicial decree of dissolution is entered, but the Company
     shall not terminate until the assets of the Company shall have been
     distributed as provided herein and a certificate of cancellation of the
     Company has been filed with the Secretary of State of Delaware.

     8.2 APPLICATION OF ASSETS. In the event of dissolution, the Company shall
conduct only such activities as are necessary to wind up its affairs (including
the sale of the assets of the Company in an orderly manner), and the assets of
the Company shall be applied in the manner, and in the order of priority, set
forth in SECTION 6.2.

                                    ARTICLE 9


                                  MISCELLANEOUS

     9.1 NOTICES.

         (a) Any and all notices, consents, offers, elections and other
     communications required or permitted under this Agreement shall be deemed
     adequately given only if in writing and the same shall be delivered either
     in hand or by Federal Express or similar expedited commercial carrier,
     addressed to the recipient of the notice, postage prepaid and registered,
     or with all freight charges prepaid (if by Federal Express or similar
     carrier),

         (b) All notices, demands and requests to be sent hereunder shall be
     deemed to have been given for all purposes of this Agreement upon the date
     of receipt or refusal.

         (c) All such notices, demands and requests shall be addressed to the
     address set forth on SCHEDULE A hereto or to such other United States
     address as the Member may have designated for itself by written notice to
     the Company in the manner herein prescribed, except that notices of change
     of address shall be effective only upon receipt.

     9.2 WORD MEANINGS. The words such as "herein", "hereinafter", "hereof" and
"hereunder" refer to this Agreement as a whole and not merely to a subdivision
in which such words appear unless the context otherwise requires. The singular
shall include the plural and the masculine gender shall include the feminine and
neuter, and vice versa, unless the context otherwise requires.

     9.3 BINDING PROVISIONS. The covenants and agreements contained herein shall
be binding upon, and inure to the benefit of, the heirs, executors,
administrators and legal representatives or successors and assigns, as the case
may be, of the party hereto.

     9.4 APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware, In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control and take precedence.

     9.5 SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall be
considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

     9.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

     9.7 ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
of the sole Member and the Company with respect to the transactions contemplated



herein and supersedes all prior understandings or agreements in respect of such
transactions.

     9.8 AMENDMENTS. This Agreement shall not be amended except with the prior
written consent of the sole Member. Any consent may be given subject to
satisfaction of conditions stated therein.

     9.9 INVESTMENT REPRESENTATIONS. The sole Member understands that its
Company Interest has not been registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), on the grounds that its acquisition of such
Company Interest is exempt under Section 4(2) of the Securities Act as not
involving a public offering.

     910 TAX PRINCIPLES. For so long as the Company is owned by a sole Member,
it shall be treated as a disregarded entity for Federal and state income tax
purposes pursuant to Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and corresponding provisions of state law. Upon the admission to the
Company of more than one Member, the Company shall be treated as having become,
in the manner prescribed by Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and Internal Revenue Service Revenue Rulings 99-5 and 99-6, a
partnership for Federal and state income tax purposes pursuant to Sections
301.7701-2 and 301.7701-3 of the Treasury Regulations and corresponding
provisions of state law, and this Agreement will be amended accordingly to
reflect the same.

                  [remainder of page intentionally left blank]



     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Agreement under seal as of the day and year first above written.


                                       PJC SPECIAL REALTY HOLDINGS, INC.,
                                       a Delaware corporation


                                       By: /s/ Susan Morgan
                                          ----------------------------
                                          Susan Morgan
                                          Assistant Vice President



                                  SCHEDULE A TO
           PJC NORWICH REALTY LLC LIMITED LIABILITY COMPANY AGREEMENT.

                     NAME AND ADDRESS           COMPANY INTEREST MEMBER

          PJC Special Realty Holdings, Inc,             100%
          50 Service Avenue
          Warwick, Rhode Island 02886

EX-3.61

                                                                    Exhibit 3.61

Filing Fee $150.00

                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS

                        OFFICE OF THE SECRETARY OF STATE

                              CORPORATIONS DIVISION
                              100 NORTH MAIN STREET
                              PROVIDENCE, RI 02903

                                                              Corp. I.D. # 81596

                              BUSINESS CORPORATION

                               ------------------

                       ORIGINAL ARTICLES OF INCORPORATION

                               ------------------

     The undersigned acting as incorporator(s) of a corporation under Chapter
7-1.1 of the General Laws, 1956, as amended, adopt(s) the following Articles of
Incorporation for such corporation:

     FIRST. The name of the corporation is PJC of Cranston, Inc.
(A close corporation pursuant to Section 7-1.1-51 of the General Laws, 1956,
     as amended) (strike if inapplicable)

     SECOND. The period of its duration is (if perpetual, so state) Perpetual.

     THIRD. The purpose or purposes for which the corporation is organized are:

Performing the operation and management of a retail liquor store, and all such
related activities, as well as for any lawful purpose for which corporations may
be formed under the Rhode Island Business Corporation Act.



                                                                [STAMP]



     FOURTH. The aggregate number of shares which the corporation shall have
authority to issue is:

   (a) IF ONLY ONE CLASS: Total number of shares 8,000, $1.00 par value shares
          (If the authorized shares are to consist of one class only, state the
     par value of such shares or a statement that all of such shares are to be
     without par value.)

                                       OR

   (b) IF MORE THAN ONE CLASS: Total number of shares
          (State (A) the number of shares of each class thereof that are to have
     a par value and the par value of each share of each such class, and/or (B)
     the number of such shares that are to be without par value, and (C) a
     statement of all or any of the designations and the powers, preferences and
     rights, including voting rights, and the qualifications, limitations or
     restrictions thereof, which are permitted by the provisions of title 7 of
     the General Laws in respect of any class or classes of stock of the
     corporation and the fixing of which by the articles of association is
     desired, and an express grant of such authority as it may then be desired
     to grant to the board of directors to fix by vote or votes any thereof that
     may be desired but which shall not be fixed by the articles.)


     FIFTH. Provisions (if any) dealing with the preemptive right of
shareholders pursuant to Section 7-1.1-24 of the General Laws, 1956, as amended:

None.



     SIXTH. Provisions (if any) for the regulation of the internal affairs of
the corporation:

None.


     SEVENTH. The address of the initial registered office of the corporation is
222 Jefferson Boulevard, Warwick, RI 02889 (add Zip Code) and the name of its
initial registered agent at such address is: Parasearch, Inc.


- -------------------------------------------
      SIGNATURE OF REGISTERED AGENT

     EIGHTH. The number of directors constituting the initial board of directors
of the corporation is One (1) and the names and addresses of the persons who are
to serve as directors until the first annual meeting of shareholders or until
their successors are elected and shall qualify are:

    (If this is a close corporation pursuant to Section 7-1.1-51 of the General
Laws, 1956, as amended, state the name(s) and address(es) of the officers of the
corporation.)

               NAME                                     ADDRESS

Michel Coutu                                 440 George Washington Highway
                                             Smithfield, RI 02917

     NINTH. The name and address of each incorporator is:

               NAME                                     ADDRESS

Megan Walsh                                  Cummings & Lockwood
                                             4 Stamford Plaza
                                             Stamford, CT 06904

     TENTH. Date when corporate existence to begin (not more than 30 days
after filing of these articles of incorporation): As of filing.

Dated October 12, 1994

                                             /s/ Megan Walsh
                                 ----------------------------------------
                                      SIGNATURE OF EACH INCORPORATOR

                                 ----------------------------------------

                                 ----------------------------------------



STATE OF CONNECTICUT                   City
                        }        In the            } of Stamford
COUNTY OF FAIRFIELD                    Town

in said county this 12th day of October, A.D. 1994 then personally appeared
before me Megan Walsh each and all known to me and known by me to be the parties
executing the foregoing instrument, and they severally acknowledged said
instrument by them subscribed to be their free act and deed.


                                                 /s/ Bridget E. Bilgrei
                                        ----------------------------------------
                                                      NOTARY PUBLIC

                                                   BRIDGET E. BILGREI
                                                      NOTARY PUBLIC
                                            MY COMMISSION EXPIRES MAY 31, 1999

EX-3.62

                                                                    Exhibit 3.62

                                     BY-LAWS

                                       OF

                              PJC OF CRANSTON, INC.

                            ARTICLE I.: IDENTIFICATION

          SECTION 1.    NAME. The name of the Corporation is PJC of Cranston,
Inc. (the "Corporation").

          SECTION 2.    SEAL. Upon the seal of the Corporation shall appear the
name of the Corporation and the state and year of incorporation, and the words
"Corporate Seal, Rhode Island." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

          SECTION 3.    OFFICES. The registered office of the Corporation shall
be located in the City of Warwick, Rhode Island. The Corporation may also have
other offices at such other places, either within or without the State of Rhode
Island, as the Board may determine or as the activities of the Corporation may
require.

                      ARTICLE II.: MEETINGS OF SHAREHOLDERS

          SECTION 1.    PLACE OF MEETINGS. Meetings of the shareholders of the
Corporation shall be held at the principal office of the Corporation at 440
George Washington Highway, Smithfield, Rhode Island, or at such other place,
either within or without the State of Rhode Island, as may be fixed by the Board
of Directors and stated in the notice of meeting or in a duly executed waiver of
notice thereof.

          SECTION 2.    ANNUAL MEETING. An annual meeting of the shareholders
for the election of directors and the transaction of such other business as may
properly come before the meeting, shall be held each year on such date in the
first six months of the Corporation's fiscal year as shall be designated by the
president, or in the absence of such designation, on the first Tuesday of the
seventh month of the fiscal year, if not a legal holiday, and if a legal
holiday, then on the next succeeding business day, or on such other date as
shall be fixed by the Board of Directors.

          SECTION 3.    SPECIAL MEETINGS. Special meetings of the shareholders,
for any purpose or purposes, other than those regulated by statute or by the
articles of incorporation, may be called by the president, the Board of
Directors, or the holders of not less than one-tenth of all the shares entitled
to vote at the meeting. Business transacted at all special meetings shall be
limited to the purpose stated in the notice.

          SECTION 4.    NOTICE. Written notice of each meeting of shareholders,
stating the place, day and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
not less than ten days nor more than sixty days prior to each meeting, by
leaving such notice with



                                                                               2

him personally or by transmitting such notice with confirmed delivery
(including, by telex, cable or other form of recorded communication, provided
that delivery of such notice in written form is confirmed in a writing) to his
residence or usual place of business, or by depositing such notice in the mails
in a postage prepaid envelope addressed to him at his post office address as it
appears on the corporate records of the Corporation, by or at the direction of
the president, the secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting

          SECTION 5.    WAIVER OF NOTICE. Notice of any shareholders meeting may
be waived, in writing, by any shareholder, either before or after the time
stated therein and, if any shareholder entitled to vote is present at a
shareholders meeting and does not protest, prior to or at the commencement of
the meeting, the lack of receipt of proper notice, such shareholder shall be
deemed to have waived notice of such meeting.

          SECTION 6.    VOTING LIST. For the purpose of determining shareholders
entitled to notice of, or to vote at, any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment of dividends,
or for any other proper purpose, the Board of Directors may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the board of Directors may fix in advance a date as the record date for any such
determination of shareholders, which shall not be a date earlier than the date
on which such action is taken by the Board of Directors, nor more than sixty,
nor less than ten days before the particular event requiring such determination
of shareholders. If the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination.

          The corporate officer responsible for the share transfer books shall
make, or cause to be made, at least ten days before each meeting of
shareholders, a list or other record of the shareholders entitled to vote at
such meeting, with the address of, and the number and class of shares held by
each, which list for a period of ten days prior to such meeting, shall be kept
on file at the principal office of the Corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a duplicate thereof,
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any meeting of the
shareholders.



                                                                               3

          SECTION 7.    QUORUM AND REQUIRED VOTE. The holders of a majority of
the stock entitled to vote, represented in person or by proxy, shall constitute
a quorum at a meeting of shareholders except as otherwise specially provided by
the By-Laws, by the Articles of Incorporation or by statute. If, however, such
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders entitled to vote thereat, present in person or by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.

          The affirmative vote, at a meeting of shareholders duly held and at
which a quorum is present, of a majority of the voting power of the shares
represented at such meeting which are entitled to vote on the subject matter
shall be the act of the shareholders, except as is otherwise specially provided
by a By-Law, by the Articles of Incorporation or law. The holders of a majority
of the voting power of the shares entitled to vote represented at a meeting may
adjourn such meeting from time to time.

          SECTION 8.    VOTING. Each holder of voting stock shall be entitled to
vote in person or by proxy at each meeting, and he shall have one vote for each
share of voting stock registered in his name. However, a proxy shall not be
valid after eleven months from its date of execution, unless it specifies the
length of time for which it shall continue in force or limits its use to a
particular meeting not yet held.

          SECTION 9.    ACTION WITHOUT A MEETING. Any action which may be taken
at a meeting of shareholders may be taken without a meeting, if consent in
writing, setting forth such action, is signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.

                        ARTICLE III.: BOARD OF DIRECTORS

          The business affairs of the Corporation shall be managed by its Board
of Directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised or done
by the shareholders.

          SECTION 1.    NUMBER. The number of directors who will constitute the
entire Board of Directors shall be not less than one (1) nor more than three
(3). Directors need not be residents of the State of Rhode Island nor
shareholders of the Corporation.

          SECTION 2.    ELECTION. Members of the initial Board of Directors as
elected at the organization meeting shall hold office until the first annual
meeting of shareholders and until their respective successors shall have been
duly elected and qualified. At each annual meeting of shareholders, directors
shall be elected to hold office



                                                                               4

until the next succeeding annual meeting and until their respective successors
have been duly elected and qualified.

          SECTION 3.    REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held with or without notice at such time and place as the Board
may from time to time determine, except that the first meeting of each newly
elected Board of Directors shall be held at such time and place as shall be
fixed by the vote of the shareholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present, or it may convene
at such place and time as shall be fixed by the consent in writing of all of the
directors.

          SECTION 4.    SPECIAL MEETINGS. Special meetings of the Board may be
called by the president on at least two days' notice to each director, given
either by mail, by telex, telegraph, cable or other form of recorded
communication or orally, in person or by telephone. Special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of two directors. Said notice may be waived by a written waiver
signed by all of the directors who receive no such notice of meeting. Attendance
by a director at a meeting, without protesting, prior to or at the commencement
of the meeting, the lack of proper notice, shall be deemed to be a waiver by
such director of notice of such meeting.

          SECTION 5.    WAIVER OF NOTICE. Attendance of a director at any
meeting, regular or special, shall constitute a waiver of notice of such
meeting, except where a director attends for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

          SECTION 6.    QUORUM. At all meetings of the Board of Directors, a
majority of directors shall constitute a quorum for the transaction of business,
unless a greater number is required by law or by the Articles of Incorporation
of by theses By-Laws. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors
unless a greater number is specially required by the By-Laws, by the Articles of
Incorporation or by law. A meeting may be adjourned by less than a quorum if a
quorum is not present at the meeting, A director may participate at a meeting of
the Board of Directors by means of a conference telephone or similar
communications equipment, provided such equipment enables all directors at a
meeting to hear one another.

          SECTION 5.    COMMITTEES OF DIRECTORS. The Board of Directors, by
resolution adopted by a majority of the entire Board, may designate two or more
directors to constitute an executive committee or other committee and may
appoint or provide for the appointment of one or more directors as alternate
members of any such committee, who may replace any absent or disqualified member
at any meeting of the committee. Any such committee shall have and may exercise
the powers of the Board of



                                                                               5

Directors in the management of the business, property and affairs of the
Corporation, as shall be provided in these By-Laws or in the resolution of
the Board constituting the committee. All committees shall keep records of
their acts and proceedings and report the same to the Board of Directors as
and when required. Any director may be removed from a committee with or
without cause by the affirmative vote of a majority of the entire Board of
Directors.

          SECTION 6.    ACTION WITHOUT A MEETING. If all of the directors or all
members of a committee of the Board of Directors, as the case may be, severally
or collectively, consent in writing to any action taken or to be taken by the
Corporation, and the number of such directors or members constitutes a quorum
for such action, such action shall be as valid corporate action as though it had
been authorized at a meeting of the Board of Directors or committee, as the case
may be.

          SECTION 7.    RESIGNATION AND REMOVAL. Unless otherwise provided in
any contract with the Corporation, any director may resign or be removed at any
time. A director who intends to resign shall give written notice to the
president or to the secretary. Removal of a director, with or without cause, may
be effected by the affirmative vote of the holders of a majority of the stock
entitled to vote.

          SECTION 8.    VACANCIES. Any vacancy occurring on the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board. A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor and until his
successor is duly chosen.

          Any directorship to be filled by reason of an increase in the number
of directors may be filled by the affirmative vote of a majority of the
directors present at a meeting at which a quorum is present. A director elected
to fill a newly created directorship shall serve until the next succeeding
annual meeting of shareholders and until his successor is duly chosen.

          SECTION 9.    COMPENSATION OF DIRECTORS. The Board of Directors, by
the affirmative vote of a majority of the directors then in office, and
irrespective of any personal interest of any of its members, shall have
authority to establish reasonable compensation of all directors for services to
the Corporation as directors, officers or otherwise.

          SECTION 10.   RECORDS. The directors may keep the books of the
Corporation, except such as are required by law to be kept within the State,
outside of the State of Rhode Island, at such place or places as they may from
time to time determine.

                              ARTICLE IV.: OFFICERS

          SECTION 1.    ELECTION. A president, a secretary, a treasurer and,
when deemed necessary by the Board of Directors, a Chairman of the Board, one or
more vice presidents and such other officers and assistant officers, none of
whom need to be a



                                                                               6

member of the Board, shall be elected by the Board of Directors to hold office
until their respective successors are duly elected and qualified. Any two or
more offices may be held by the same person.

          SECTION 2.    CHAIRMAN OF THE BOARD. The chairman of the Board of
Directors, if one shall be elected, shall preside at all meetings of the Board
and shall have and perform such other duties as from time to time may be
assigned to him by the Board of Directors.

          SECTION 3.    PRESIDENT. The president shall have the general powers
and duties of supervision and management usually vested in the office of
president of a corporation. In the absence or nonelection of a chairman, the
president shall preside at all meetings of the Board of Directors and
shareholders, discharging the duties incumbent upon a presiding officer. In
addition, the president shall have the direction of all other officers, agents
and employees of the Corporation and shall see that all orders and resolutions
of the Board are carried into effect. The president shall also perform such
other duties and exercise such other powers as the By-Laws may provide or the
Board of Directors may assign.

          SECTION 4.    VICE PRESIDENT. Vice presidents, when elected, shall
have such powers and perform such duties as the president or the Board may from
time to time assign and shall perform such other duties as may be prescribed by
these By-Laws. At the request of the president, or in case of his absence or
inability to act, the vice president, so appointed, shall perform the duties of
the president and, when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the president.

          SECTION 5.    SECRETARY. The secretary shall keep true and complete
records of the proceedings of the meetings of the shareholders, the Board of
Directors and any committees of directors and shall file any written consents of
the shareholders, the Board of Directors and any committees of directors with
these records. It shall be the duty of the secretary to be custodian of the
records and of the seal of the Corporation and he, or an assistant secretary,
shall have authority to affix the seal to any instrument requiring it and when
so affixed it may be attested by his signature or by the signature of such
assistant secretary. The Board may give general authority to any other officer
to affix the seal of the Corporation and to attest the affixing by his
signature. The secretary shall also attend to the giving of all notices and
shall perform such other duties as the By-Laws may provide or the Board of
Directors may assign.

          SECTION 6.    ASSISTANT SECRETARY. If one shall be elected, the
assistant secretary shall have such powers and perform such duties as the
president, secretary or the Board may from time to time assign and shall perform
such other duties as may be prescribed by these By-Laws. At the request of the
secretary, or in case of his absence or inability to act, the assistant
secretary shall perform the duties of the secretary and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
secretary.


                                                                               7

          SECTION 7.    TREASURER. The treasurer shall keep correct and complete
records of account showing accurately at all times the financial condition of
the Corporation. The treasurer shall also act as legal custodian of all moneys,
notes, securities, and other valuables that may from time to time come into the
possession of the Corporation, and shall promptly deposit all funds of the
Corporation coming into his hands in the bank or other depository designated by
the Board of Directors and shall keep this bank account in the name of the
Corporation. Whenever requested by the Board of Directors, the treasurer shall
furnish a statement of the financial condition of the Corporation and shall
perform such other duties as the By-Laws may provide and the Board of Directors
may assign. If required by the Board of Directors, he shall give the Corporation
a bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the Corporation.

          SECTION 8.    ASSISTANT TREASURER. If one shall be elected, the
assistant treasurer shall have such powers and perform such duties as the
president, treasurer or Board may from time to time assign and shall perform
such other duties as may be prescribed by these By-Laws. At the request of the
treasurer, or in case of his absence or inability to act, the assistant
treasurer shall perform the duties of the treasurer and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
treasurer.

          SECTION 9.    OTHER OFFICERS. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

          SECTION 10.   TRANSFER OF AUTHORITY. In case of the absence of any
officer of the Corporation or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may transfer the powers or duties of
that officer to any other officer or to any director or employee of the
Corporation, provided that a majority of the entire Board of Directors approves.

          SECTION 11.   RESIGNATION AND REMOVAL. Unless otherwise provided in
any contract with the Corporation, any officer may resign or be removed at any
time. An officer who intends to resign shall give written notice to the Board of
Directors in care of the president or the secretary. Removal of an officer, with
or without cause, may be effected by the Board of Directors.



                                                                               8

          SECTION 12.   VACANCIES. A vacancy occurring in any office may be
filled for the unexpired portion of the term of office by the Board of
Directors.

          SECTION 13.   COMPENSATION OF OFFICERS. The salaries of all officers
and agents of the Corporation shall be fixed by the Board of Directors.

                            ARTICLE V.: CAPITAL STOCK

          SECTION 1.    CONSIDERATION AND PAYMENT. The capital stock may be
issued for such consideration as may be fixed from time to time by the Board of
Directors, provided, however, that the consideration may not be less than the
par value of any of such stock having a par value. Payment of such consideration
may be made, in whole or in part, in (a) cash, securities or other property of
any description, or any interest therein, (b) labor or services rendered to or
for the benefit of the Corporation, or (c) shares, securities or other
obligations of the Corporation actually surrendered, cancelled or reduced,
provided such payment is not prohibited by law, the Articles of Incorporation or
these By-Laws. No certificate shall be issued for any shares until such shares
are fully paid.

          SECTION 2.    CERTIFICATES REPRESENTING SHARES. Each holder of the
capital stock of the Corporation shall be entitled to a certificate signed by
the president or a vice president and the secretary or an assistant secretary
except that such signatures may be facsimile. Upon each such certificate shall
appear such legend or legends as may be required by law or by any contract or
agreement to which the Corporation is a party. No certificate shall be valid
without such signatures and legends as are required hereby.

          When the Corporation is authorized to issue shares of more than one
class there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the Corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations and relative rights of the shares of each
class authorized to be issued and, if the Corporation is authorized to issue any
preferred or special class in series, the variations in the relative rights and
preferences between the shares of each such series so far as the same have been
fixed and determined and the authority of the Board of Directors to fix and
determine the relative rights and preferences of subsequent series.

          SECTION 3.    LOST CERTIFICATES. Whenever a person shall request the
issuance of a certificate of stock to replace a certificate alleged to have been
lost by theft, destruction or otherwise, the Board of Directors shall require
that such person make an affidavit to the fact of such loss before the Board
shall authorize the requested issuance. Before issuing a new certificate, the
Board may also require a bond of indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost.



                                                                               9

          SECTION 4.    TRANSFER OF STOCK. The Corporation or its transfer agent
shall register a transfer of a stock certificate, issue a new certificate and
cancel the old certificate upon presentation for transfer of a stock certificate
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer if there has been compliance with any applicable tax law
relating to the collection of taxes and after the Corporation or its agent has
discharged any duty to inquire into any adverse claims of which the Corporation
or agent has notice. Notwithstanding the foregoing, no such transfer shall be
effected by the Corporation or its transfer agent if such transfer is prohibited
by law, by the Articles of Incorporation or a By-Law of the Corporation or by
any contract or agreement to which the Corporation is a party.

          SECTION 5.    REGISTERED SHAREHOLDERS. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
notice thereof, except as expressly provided by the laws of Rhode Island.

                       ARTICLE VI.: DIVIDENDS AND RESERVES

          SECTION 1.    DIVIDENDS. Subject to any limitations or conditions
contained in the Articles of Incorporation, dividends may be declared by a
resolution duly adopted by the Board of Directors and may be paid in cash,
property or in shares of the capital stock of the Corporation.

          SECTION 2.    RESERVES. Before payment of any dividend or making any
distribution of profits, the Board of Directors may set aside out of any funds
available for dividends such sum or sums as the Board, in its absolute
discretion, may determine as a reserve or reserves to meet contingencies, to
equalize dividends, to repair or maintain property or to serve other purposes
conducive to the interests of the Corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.

                      ARTICLE VII.: SPECIAL CORPORATE ACTS

          SECTION 1.    All checks, drafts, notes, bonds, bills of exchange, and
orders for the payment of money of the Corporation; all deeds, mortgages and
other written contracts and agreements to which the Corporation shall be a
party; and all assignments or endorsements of stock certificates, registered
bonds or other securities owned by the Corporation shall be signed by the
president, and, if required by law, attested by the secretary or an assistant
secretary, unless otherwise directed by the Board of Directors or otherwise
required by law.



                                                                              10

                            ARTICLE VIII: FISCAL YEAR

          SECTION 1.    The fiscal year of the Corporation shall be determined
by resolution of the Board of Directors.

                          ARTICLE IX.: INDEMNIFICATION

          SECTION 1.    The Corporation shall have the power to indemnify and
reimburse shareholders, directors, officers, employees and agents as provided
for in Section 7-1.1-4.1 of the Business Corporation Act of the State of Rhode
Island, including any amendment to or substitutions for such Section which may
be made from time to time.

                        ARTICLE X.: AMENDMENT OF BY-LAWS

          SECTION 1.    These By-Laws may be amended or repealed or new By-Laws
may be adopted by the affirmative vote of the holders of a majority of the stock
entitled to vote at any meeting of shareholders or by the affirmative vote of
directors holding a majority of the directorships at any meeting of directors
provided that notice of such amendment, repeal or adoption of new By-Laws be
included in the notice of such meeting.

EX-3.63

                                                                    Exhibit 3.63

[LOGO] STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
       OFFICE OF THE SECRETARY OF STATE

       MATTHEW A. BROWN
       SECRETARY OF STATE


                               DATE: JULY 23, 2004


                         P.J.C. OF EAST PROVIDENCE, INC.
                                    (4 PAGES)


               A TRUE COPY WITNESSED UNDER THE SEAL OF THE STATE
                   OF RHODE ISLAND AND PROVIDENCE PLANTATIONS


                                                        /s/ Matthew Brown


                                                        SECRETARY OF STATE


                                                   BY /s/ [ILLEGIBLE]
                                                      --------------------------
[SEAL]


                                     [LOGO]



Filing Fee $150.00

                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS

                        OFFICE OF THE SECRETARY OF STATE

                              CORPORATIONS DIVISION
                              100 NORTH MAIN STREET
                              PROVIDENCE, RI 02903

                                                              Corp. I.D. # 81595

                              BUSINESS CORPORATION

                               ------------------

                       ORIGINAL ARTICLES OF INCORPORATION

                               ------------------

     The undersigned acting as incorporator(s) of a corporation under Chapter
7-1.1 of the General Laws, 1956, as amended, adopt(s) the following Articles of
Incorporation for such corporation:

     FIRST. The name of the corporation is PJC of East Providence, Inc.
(A close corporation pursuant to Section 7-1.1-51 of the General Laws, 1956,
     as amended) (strike if inapplicable)

     SECOND. The period of its duration is (if perpetual, so state) Perpetual.

     THIRD. The purpose or purposes for which the corporation is organized are:

Performing the operation and management of a retail liquor store, and all such
related activities, as well as for any lawful purpose for which corporations may
be formed under the Rhode Island Business Corporation Act.



     FOURTH. The aggregate number of shares which the corporation shall have
authority to issue is:

   (a) IF ONLY ONE CLASS: Total number of shares 8,000 shares, $1.00 par value
          (If the authorized shares are to consist of one class only, state the
     par value of such shares or a statement that all of such shares are to be
     without par value.)

                                       OR

   (b) IF MORE THAN ONE CLASS: Total number of shares
          (State (A) the number of shares of each class thereof that are to have
     a par value and the par value of each share of each such class, and/or (B)
     the number of such shares that are to be without par value, and (C) a
     statement of all or any of the designations and the powers, preferences and
     rights, including voting rights, and the qualifications, limitations or
     restrictions thereof, which are permitted by the provisions of title 7 of
     the General Laws in respect of any class or classes of stock of the
     corporation and the fixing of which by the articles of association is
     desired, and an express grant of such authority as it may then be desired
     to grant to the board of directors to fix by vote or votes any thereof that
     may be desired but which shall not be fixed by the articles.)


     FIFTH. Provisions (if any) dealing with the preemptive right of
shareholders [ILLEGIBLE] of the General Laws, 1956, as amended:



     SIXTH. Provisions (if any) for the regulation of the internal affairs of
the corporation:

None.


     SEVENTH. The address of the initial registered office of the corporation is
222 Jefferson Boulevard, Warwick, RI 02889 (add Zip Code) and the name of its
initial registered agent at such address is: Parasearch, Inc.


- -------------------------------------------
      SIGNATURE OF REGISTERED AGENT

     EIGHTH. The number of directors constituting the initial board of directors
of the corporation is One (1) and the names and addresses of the persons who are
to serve as directors until the first annual meeting of shareholders or until
their successors are elected and shall qualify are:

    (If this is a close corporation pursuant to Section 7-1.1-51 of the General
Laws, 1956, as amended, state the name(s) and address(es) of the officers of the
corporation.)

               NAME                                     ADDRESS

Michel Coutu                                 440 George Washington Highway
                                             Smithfield, RI 02917



STATE OF CONNECTICUT                   City
                        }        In the            } of Stamford
COUNTY OF FAIRFIELD                    Town

in said county this 12th day of October, A.D. 1994 then personally appeared
before me Megan Walsh each and all known to me and known by me to be the parties
executing the foregoing instrument, and they severally acknowledged said
instrument by them subscribed to be their free act and deed.


                                                 /s/ Bridget E. Bilgrei
                                        ----------------------------------------
                                                      NOTARY PUBLIC

                                                   BRIDGET E. BILGREI
                                                      NOTARY PUBLIC
                                            MY COMMISSION EXPIRES MAY 31, 1999

EX-3.64

                                                                    Exhibit 3.64

                                     BY-LAWS

                                       OF

                          PJC OF EAST PROVIDENCE, INC.

                           ARTICLE I.: IDENTIFICATION

               SECTION 1.   NAME. The name of the Corporation is PJC of East
Providence, Inc. (the "Corporation").

               SECTION 2.   SEAL. Upon the seal of the Corporation shall appear
the name of the Corporation and the state and year of incorporation, and the
words "Corporate Seal, Rhode Island." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

               SECTION 3.   OFFICES. The registered office of the Corporation
shall be located in the City of Warwick, Rhode Island. The Corporation may also
have other offices at such other places, either within or without the State of
Rhode Island, as the Board may determine or as the activities of the Corporation
may require.

                      ARTICLE II.: MEETINGS OF SHAREHOLDERS

               SECTION 1.   PLACE OF MEETINGS. Meetings of the shareholders of
the Corporation shall be held at the principal office of the Corporation at 440
George Washington Highway, Smithfield, Rhode Island, or at such other place,
either within or without the State of Rhode Island, as may be fixed by the Board
of Directors and stated in the notice of meeting or in a duly executed waiver of
notice thereof.

               SECTION 2.   ANNUAL MEETING. An annual meeting of the
shareholders for the election of directors and the transaction of such other
business as may properly come before the meeting, shall be held each year on
such date in the first six months of the Corporation's fiscal year as shall be
designated by the president, or in the absence of such designation, on the first
Tuesday of the seventh month of the fiscal year, if not a legal holiday, and if
a legal holiday, then on the next succeeding business day, or on such other date
as shall be fixed by the Board of Directors.

               SECTION 3.   SPECIAL MEETINGS. Special meetings of the
shareholders, for any purpose or purposes, other than those regulated by statute
or by the articles of incorporation, may be called by the president, the Board
of Directors, or the holders of not less than one-tenth of all the shares
entitled to vote at the meeting. Business transacted at all special meetings
shall be limited to the purpose stated in the notice.

               SECTION 4.   NOTICE. Written notice of each meeting of
shareholders, stating the place, day and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the meeting is called,
shall be given not less than ten days nor more than sixty days prior to each
meeting, by leaving such notice with



                                                                               2

him personally or by transmitting such notice with confirmed delivery
(including, by telex, cable or other form of recorded communication, provided
that delivery of such notice in written form is confirmed in a writing) to his
residence or usual place of business, or by depositing such notice in the mails
in a postage prepaid envelope addressed to him at his post office address as it
appears on the corporate records of the Corporation, by or at the direction of
the president, the secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting

               SECTION 5.   WAIVER OF NOTICE. Notice of any shareholders meeting
may be waived, in writing, by any shareholder, either before or after the time
stated therein and, if any shareholder entitled to vote is present at a
shareholders meeting and does not protest, prior to or at the commencement of
the meeting, the lack of receipt of proper notice, such shareholder shall be
deemed to have waived notice of such meeting.

               SECTION 6.   VOTING LIST. For the purpose of determining
shareholders entitled to notice of, or to vote at, any meeting of shareholders
or any adjournment thereof, or shareholders entitled to receive payment of
dividends, or for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, sixty days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the board of Directors may fix in advance a date as the record date for any such
determination of shareholders, which shall not be a date earlier than the date
on which such action is taken by the Board of Directors, nor more than sixty,
nor less than ten days before the particular event requiring such determination
of shareholders. If the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination.

               The corporate officer responsible for the share transfer books
shall make, or cause to be made, at least ten days before each meeting of
shareholders, a list or other record of the shareholders entitled to vote at
such meeting, with the address of, and the number and class of shares held by
each, which list for a period of ten days prior to such meeting, shall be kept
on file at the principal office of the Corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a duplicate thereof,
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any meeting of the
shareholders.



                                                                               3

               SECTION 7.   QUORUM AND REQUIRED VOTE. The holders of a majority
of the stock entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders except as otherwise specially
provided by the By-Laws, by the Articles of Incorporation or by statute. If,
however, such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in person or by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.

               The affirmative vote, at a meeting of shareholders duly held and
at which a quorum is present, of a majority of the voting power of the shares
represented at such meeting which are entitled to vote on the subject matter
shall be the act of the shareholders, except as is otherwise specially provided
by a By-Law, by the Articles of Incorporation or law. The holders of a majority
of the voting power of the shares entitled to vote represented at a meeting may
adjourn such meeting from time to time.

               SECTION 8.   VOTING. Each holder of voting stock shall be
entitled to vote in person or by proxy at each meeting, and he shall have one
vote for each share of voting stock registered in his name. However, a proxy
shall not be valid after eleven months from its date of execution, unless it
specifies the length of time for which it shall continue in force or limits its
use to a particular meeting not yet held.

               SECTION 9.   ACTION WITHOUT A MEETING. Any action which may be
taken at a meeting of shareholders may be taken without a meeting, if consent in
writing, setting forth such action, is signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.

                        ARTICLE III.: BOARD OF DIRECTORS

               The business affairs of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised or done
by the shareholders.

               SECTION 1.   NUMBER. The number of directors who will constitute
the entire Board of Directors shall be not less than one (1) nor more than three
(3). Directors need not be residents of the State of Rhode Island nor
shareholders of the Corporation.

               SECTION 2.   ELECTION. Members of the initial Board of Directors
as elected at the organization meeting shall hold office until the first annual
meeting of shareholders and until their respective successors shall have been
duly elected and qualified. At each annual meeting of shareholders, directors
shall be elected to hold office



                                                                               4

until the next succeeding annual meeting and until their respective successors
have been duly elected and qualified.

               SECTION 3.   REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held with or without notice at such time and place as the Board
may from time to time determine, except that the first meeting of each newly
elected Board of Directors shall be held at such time and place as shall be
fixed by the vote of the shareholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present, or it may convene
at such place and time as shall be fixed by the consent in writing of all of the
directors.

               SECTION 4.   SPECIAL MEETINGS. Special meetings of the Board may
be called by the president on at least two days' notice to each director, given
either by mail, by telex, telegraph, cable or other form of recorded
communication or orally, in person or by telephone. Special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of two directors. Said notice may be waived by a written waiver
signed by all of the directors who receive no such notice of meeting. Attendance
by a director at a meeting, without protesting, prior to or at the commencement
of the meeting, the lack of proper notice, shall be deemed to be a waiver by
such director of notice of such meeting.

               SECTION 5.   WAIVER OF NOTICE. Attendance of a director at any
meeting, regular or special, shall constitute a waiver of notice of such
meeting, except where a director attends for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

               SECTION 6.   QUORUM. At all meetings of the Board of Directors, a
majority of directors shall constitute a quorum for the transaction of business,
unless a greater number is required by law or by the Articles of Incorporation
of by theses By-Laws. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors
unless a greater number is specially required by the By-Laws, by the Articles of
Incorporation or by law. A meeting may be adjourned by less than a quorum if a
quorum is not present at the meeting. A director may participate at a meeting of
the Board of Directors by means of a conference telephone or similar
communications equipment, provided such equipment enables all directors at a
meeting to hear one another.

               SECTION 5.   COMMITTEES OF DIRECTORS. The Board of Directors, by
resolution adopted by a majority of the entire Board, may designate two or more
directors to constitute an executive committee or other committee and may
appoint or provide for the appointment of one or more directors as alternate
members of any such committee, who may replace any absent or disqualified member
at any meeting of the committee. Any such committee shall have and may exercise
the powers of the Board of



                                                                               5

Directors in the management of the business, property and affairs of the
Corporation, as shall be provided in these By-Laws or in the resolution of the
Board constituting the committee. All committees shall keep records of their
acts and proceedings and report the same to the Board of Directors as and when
required. Any director may be removed from a committee with or without cause by
the affirmative vote of a majority of the entire Board of Directors.

               SECTION 6.   ACTION WITHOUT A MEETING. If all of the directors or
all members of a committee of the Board of Directors, as the case may be,
severally or collectively, consent in writing to any action taken or to be taken
by the Corporation, and the number of such directors or members constitutes a
quorum for such action, such action shall be as valid corporate action as though
it had been authorized at a meeting of the Board of Directors or committee, as
the case may be.

               SECTION 7.   Resignation and Removal. Unless otherwise provided
in any contract with the Corporation, any director may resign or be removed at
any time. A director who intends to resign shall give written notice to the
president or to the secretary. Removal of a director, with or without cause, may
be effected by the affirmative vote of the holders of a majority of the stock
entitled to vote.

               SECTION 8.   VACANCIES. Any vacancy occurring on the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board. A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor and until his
successor is duly chosen.

               Any directorship to be filled by reason of an increase in the
number of directors may be filled by the affirmative vote of a majority of the
directors present at a meeting at which a quorum is present. A director elected
to fill a newly created directorship shall serve until the next succeeding
annual meeting of shareholders and until his successor is duly chosen.

               SECTION 9.   COMPENSATION OF DIRECTORS. The Board of Directors,
by the affirmative vote of a majority of the directors then in office, and
irrespective of any personal interest of any of its members, shall have
authority to establish reasonable compensation of all directors for services to
the Corporation as directors, officers or otherwise.

               SECTION 10.  RECORDS. The directors may keep the books of the
Corporation, except such as are required by law to be kept within the State,
outside of the State of Rhode Island, at such place or places as they may from
time to time determine.

                              ARTICLE IV.: OFFICERS

               SECTION 1.   ELECTION. A president, a secretary, a treasurer and,
when deemed necessary by the Board of Directors, a Chairman of the Board, one or
more vice presidents and such other officers and assistant officers, none of
whom need to be a



                                                                               6

member of the Board, shall be elected by the Board of Directors to hold office
until their respective successors are duly elected and qualified. Any two or
more offices may be held by the same person.

               SECTION 2.   CHAIRMAN OF THE BOARD. The chairman of the Board of
Directors, if one shall be elected, shall preside at all meetings of the Board
and shall have and perform such other duties as from time to time may be
assigned to him by the Board of Directors.

               SECTION 3.   PRESIDENT. The president shall have the general
powers and duties of supervision and management usually vested in the office of
president of a corporation. In the absence or nonelection of a chairman, the
president shall preside at all meetings of the Board of Directors and
shareholders, discharging the duties incumbent upon a presiding officer. In
addition, the president shall have the direction of all other officers, agents
and employees of the Corporation and shall see that all orders and resolutions
of the Board are carried into effect. The president shall also perform such
other duties and exercise such other powers as the By-Laws may provide or the
Board of Directors may assign.

               SECTION 4.   VICE PRESIDENT. Vice presidents, when elected, shall
have such powers and perform such duties as the president or the Board may from
time to time assign and shall perform such other duties as may be prescribed by
these By-Laws. At the request of the president, or in case of his absence or
inability to act, the vice president, so appointed, shall perform the duties of
the president and, when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the president.

               SECTION 5.   SECRETARY. The secretary shall keep true and
complete records of the proceedings of the meetings of the shareholders, the
Board of Directors and any committees of directors and shall file any written
consents of the shareholders, the Board of Directors and any committees of
directors with these records. It shall be the duty of the secretary to be
custodian of the records and of the seal of the Corporation and he, or an
assistant secretary, shall have authority to affix the seal to any instrument
requiring it and when so affixed it may be attested by his signature or by the
signature of such assistant secretary. The Board may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his signature. The secretary shall also attend to the giving of all
notices and shall perform such other duties as the By-Laws may provide or the
Board of Directors may assign.

               SECTION 6.   ASSISTANT SECRETARY. If one shall be elected, the
assistant secretary shall have such powers and perform such duties as the
president, secretary or the Board may from time to time assign and shall perform
such other duties as may be prescribed by these By-Laws. At the request of the
secretary, or in case of his absence or inability to act, the assistant
secretary shall perform the duties of the secretary and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
secretary.


                                                                               7

               SECTION 7.   TREASURER. The treasurer shall keep correct and
complete records of account showing accurately at all times the financial
condition of the Corporation. The treasurer shall also act as legal custodian of
all moneys, notes, securities, and other valuables that may from time to time
come into the possession of the Corporation, and shall promptly deposit all
funds of the Corporation coming into his hands in the bank or other depository
designated by the Board of Directors and shall keep this bank account in the
name of the Corporation. Whenever requested by the Board of Directors, the
treasurer shall furnish a statement of the financial condition of the
Corporation and shall perform such other duties as the By-Laws may provide and
the Board of Directors may assign. If required by the Board of Directors, he
shall give the Corporation a bond in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful performance
of the duties of his office and for the restoration to the Corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the Corporation.

               SECTION 8.   ASSISTANT TREASURER. If one shall be elected, the
assistant treasurer shall have such powers and perform such duties as the
president, treasurer or Board may from time to time assign and shall perform
such other duties as may be prescribed by these By-Laws. At the request of the
treasurer, or in case of his absence or inability to act, the assistant
treasurer shall perform the duties of the treasurer and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
treasurer.

               SECTION 9.   OTHER OFFICERS. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

               SECTION 10.  TRANSFER OF AUTHORITY. In case of the absence of any
officer of the Corporation or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may transfer the powers or duties of
that officer to any other officer or to any director or employee of the
Corporation, provided that a majority of the entire Board of Directors approves.

               SECTION 11.  RESIGNATION AND REMOVAL. Unless otherwise provided
in any contract with the Corporation, any officer may resign or be removed at
any time. An officer who intends to resign shall give written notice to the
Board of Directors in care of the president or the secretary. Removal of an
officer, with or without cause, may be effected by the Board of Directors.



                                                                               8

               SECTION 12.  VACANCIES. A vacancy occurring in any office may be
filled for the unexpired portion of the term of office by the Board of
Directors.

               SECTION 13.  COMPENSATION OF OFFICERS. The salaries of all
officers and agents of the Corporation shall be fixed by the Board of Directors.

                            ARTICLE V.: CAPITAL STOCK

               SECTION 1.   CONSIDERATION AND PAYMENT. The capital stock may be
issued for such consideration as may be fixed from time to time by the Board of
Directors, provided, however, that the consideration may not be less than the
par value of any of such stock having a par value. Payment of such consideration
may be made, in whole or in part, in (a) cash, securities or other property of
any description, or any interest therein, (b) labor or services rendered to or
for the benefit of the Corporation, or (c) shares, securities or other
obligations of the Corporation actually surrendered, cancelled or reduced,
provided such payment is not prohibited by law, the Articles of Incorporation or
these By-Laws. No certificate shall be issued for any shares until such shares
are fully paid.

               SECTION 2.   CERTIFICATES REPRESENTING SHARES. Each holder of the
capital stock of the Corporation shall be entitled to a certificate signed by
the president or a vice president and the secretary or an assistant secretary
except that such signatures may be facsimile. Upon each such certificate shall
appear such legend or legends as may be required by law or by any contract or
agreement to which the Corporation is a party. No certificate shall be valid
without such signatures and legends as are required hereby.

               When the Corporation is authorized to issue shares of more than
one class there shall be set forth upon the face or back of the certificate, or
the certificate shall have a statement that the Corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations and relative rights of the shares of each
class authorized to be issued and, if the Corporation is authorized to issue any
preferred or special class in series, the variations in the relative rights and
preferences between the shares of each such series so far as the same have been
fixed and determined and the authority of the Board of Directors to fix and
determine the relative rights and preferences of subsequent series.

               SECTION 3.   LOST CERTIFICATES. Whenever a person shall request
the issuance of a certificate of stock to replace a certificate alleged to have
been lost by theft, destruction or otherwise, the Board of Directors shall
require that such person make an affidavit to the fact of such loss before the
Board shall authorize the requested issuance. Before issuing a new certificate,
the Board may also require a bond of indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost.



                                                                               9

               SECTION 4.   TRANSFER OF STOCK. The Corporation or its transfer
agent shall register a transfer of a stock certificate, issue a new certificate
and cancel the old certificate upon presentation for transfer of a stock
certificate duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer if there has been compliance with any
applicable tax law relating to the collection of taxes and after the Corporation
or its agent has discharged any duty to inquire into any adverse claims of which
the Corporation or agent has notice. Notwithstanding the foregoing, no such
transfer shall be effected by the Corporation or its transfer agent if such
transfer is prohibited by law, by the Articles of Incorporation or a By-Law of
the Corporation or by any contract or agreement to which the Corporation is a
party.

               SECTION 5.   REGISTERED SHAREHOLDERS. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
notice thereof, except as expressly provided by the laws of Rhode Island.

                       ARTICLE VI.: DIVIDENDS AND RESERVES

               SECTION 1.   DIVIDENDS. Subject to any limitations or conditions
contained in the Articles of Incorporation, dividends may be declared by a
resolution duly adopted by the Board of Directors and may be paid in cash,
property or in shares of the capital stock of the Corporation.

               SECTION 2.   RESERVES. Before payment of any dividend or making
any distribution of profits, the Board of Directors may set aside out of any
funds available for dividends such sum or sums as the Board, in its absolute
discretion, may determine as a reserve or reserves to meet contingencies, to
equalize dividends, to repair or maintain property or to serve other purposes
conducive to the interests of the Corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.

                      ARTICLE VII.: SPECIAL CORPORATE ACTS

               SECTION 1.   All checks, drafts, notes, bonds, bills of exchange,
and orders for the payment of money of the Corporation; all deeds, mortgages and
other written contracts and agreements to which the Corporation shall be a
party; and all assignments or endorsements of stock certificates, registered
bonds or other securities owned by the Corporation shall be signed by the
president, and, if required by law, attested by the secretary or an assistant
secretary, unless otherwise directed by the Board of Directors or otherwise
required by law.



                                                                              10

                           ARTICLE VIII.: FISCAL YEAR

               SECTION 1.   The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

                          ARTICLE IX.: INDEMNIFICATION

               SECTION 1.   The Corporation shall have the power to indemnify
and reimburse shareholders, directors, officers, employees and agents as
provided for in Section 7-1.1-4.1 of the Business Corporation Act of the State
of Rhode Island, including any amendment to or substitutions for such Section
which may be made from time to time.

                        ARTICLE X.: AMENDMENT OF BY-LAWS

               SECTION 1.   These By-Laws may be amended or repealed or new
By-Laws may be adopted by the affirmative vote of the holders of a majority of
the stock entitled to vote at any meeting of shareholders or by the affirmative
vote of directors holding a majority of the directorships at any meeting of
directors provided that notice of such amendment, repeal or adoption of new
By-Laws be included in the notice of such meeting.

EX-3.65

                                                                    Exhibit 3.65

                        THE COMMONWEALTH OF MASSACHUSETTS
                        OFFICE OF THE SECRETARY OF STATE
                         MICHAEL J. CONNOLLY, SECRETARY
              ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS O2108-1512

/s/ [ILLEGIBLE]
- ---------------
[ILLEGIBLE]

                            ARTICLES OF ORGANIZATION
                              (UNDER G.L. CH. 156B)

/s/ [ILLEGIBLE]
- ---------------
[ILLEGIBLE]
Approved

                                    ARTICLE I
                         THE NAME OF THE CORPORATION IS:

PJC of Massachusetts, Inc.

                                   ARTICLE II
          THE PURPOSE OF THE CORPORATION IS TO ENGAGE IN THE FOLLOWING
                              BUSINESS ACTIVITIES:

Performing the operation and management of one or more retail liquor stores, and
all such related activities, as well as for any lawful purpose for which
corporations may be formed under the Business Corporation Laws of the state of
Massachusetts.

C / /
P / /
M / /
R.A. /X/


/s/ [ILLEGIBLE]
- ---------------
C.

NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE 8 1/2
X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE
THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH ARTICLE
REQUIRING EACH ADDITION IS CLEARLY INDICATED.




                                   ARTICLE III
THE TYPES AND CLASSES OF STOCK AND THE TOTAL NUMBER OF SHARES AND PAR VALUE, IF
ANY, OF EACH TYPE AND CLASS OF STOCK WHICH THE CORPORATION IS AUTHORIZED TO
ISSUE IS AS FOLLOWS

                            WITHOUT PAR VALUE STOCKS



    TYPE        NUMBER OF SHARES
- --------------------------------
             
COMMON:
- --------------------------------
PREFERRED:
- --------------------------------


                              WITH PAR VALUE STOCKS



TYPE            NUMBER OF SHARES    PAR VALUE
- ---------------------------------------------
                              
COMMON:         200,000             $ 1.00
- ---------------------------------------------
PREFERRED:
- ---------------------------------------------


                                   ARTICLE IV
IF MORE THAN ONE CLASS OF STOCK IS AUTHORIZED, STATE A DISTINGUISHING
DESIGNATION FOR EACH CLASS. PRIOR TO THE ISSUANCE OF ANY SHARES OF A CLASS, IF
SHARES OF ANOTHER CLASS ARE OUTSTANDING, THE CORPORATION MUST PROVIDE A
DESCRIPTION OF THE PREFERENCES, VOTING POWERS, QUALIFICATIONS, AND SPECIAL OR
RELATIVE RIGHTS OR PRIVILEGES OF THAT CLASS AND OF EACH OTHER CLASS OF WHICH
SHARES ARE OUTSTANDING AND OF EACH SERIES THEN ESTABLISHED WITHIN ANY CLASS.

               Not applicable.

                                    ARTICLE V
THE RESTRICTIONS, IF ANY, IMPOSED BY THE ARTICLES OF ORGANIZATION UPON THE
TRANSFER OF SHARES OF STOCK OF ANY CLASS ARE:

               None.

                                   ARTICLE VI
OTHER LAWFUL PROVISIONS, IF ANY, FOR THE CONDUCT AND REGULATION OF THE BUSINESS
AND AFFAIRS OF THE CORPORATION, FOR ITS VOLUNTARY DISSOLUTION, OR FOR LIMITING,
DEFINING, OR REGULATING THE POWER OF THE CORPORATION, OR OF ITS DIRECTORS OR
STOCKHOLDERS, OR OF ANY CLASS OF STOCKHOLDERS: IF THREE ARE NO PROVISIONS STATE
"NONE".)

1. The corporation shall have the power to indemnify any person made a party to
any proceeding by reason of the fact that he or she was or is a director or
stockholder, in accordance with Chapter 156B, Section 13(b)(1 1/2);

2. Meetings of the stockholders of the corporation shall be held at such place,
either within or without the state, as the Board of Director may determine or as
the activition of the corporation may require

NOTE: THE PRECEDING SIX (6) ARTICLES ARE CONSIDERED TO BE PERMANENT AND MAY
ONLY BE CHANGED BY FILING APPROPRIATE ARTICLES OF AMENDMENT.



                                   ARTICLE VII
THE EFFECTIVE DATE OF ORGANIZATION OF THE CORPORATION SHALL BE THE DATE APPROVED
AND FILED BY THE SECRETARY OF THE COMMONWEALTH. IF A LATER EFFECTIVE DATE IS
DESIRED SPECIFY SUCH DATE WHICH SHALL NOT BE MORE THAN THIRTY DAYS AFTER THE
DATE OF FILING.

THE INFORMATION CONTAINED IN ARTICLE VIII IS NOT A PERMANENT PART OF THE
ARTICLES OF ORGANIZATION AND MAY BE CHANGED ONLY BY FILING THE APPROPRIATE FORM
PROVIDED THEREFOR.

                                  ARTICLE VIII
A. THE STREET ADDRESS OF THE CORPORATION IN MASSACHUSETTS IS (POST OFFICE BOXES
ARE NOT ACCEPTABLE)

     c/o Dennis J. Luti, 9 Crest Way Road, East Boston, MA 02128

B. THE NAME, RESIDENCE AND POST OFFICE ADDRESS (IF DIFFERENT) OF THE DIRECTORS
AND OFFICERS OF THE CORPORATION ARE:



                  NAME           RESIDENCE                   POST OFFICE ADDRESS
                                                       
PRESIDENT:     Michel Coutu      3 Tamarack Lane
                                 East Greenwich, RI

TREASURER:     Michel Coutu                 as above

CLERK:         Michel Coutu                 as above

DIRECTORS:     Chalres Raiola    28 Clarke Street
                                 Seekonk, MA 02717


C. THE FISCAL YEAR (I.E., TAX YEAR) OF THE CORPORATION SHALL END ON THE LAST DAY
OF THE MONTH OF:

               May 31

D. THE NAME AND BUSINESS ADDRESS OF THE RESIDENT AGENT OF THE CORPORATION, IF
ANY, IS:

               Dennis Luti
               9 Crest Way Road
               East Boston, MA 02128

                                   ARTICLE IX
BY LAWS OF THE CORPORATION HAVE BEEN DULY ADOPTED AND THE PRESIDENT, TREASURER,
CLERK AND DIRECTORS WHOSE NAMES ARE SET FORTH ABOVE HAVE BEEN DULY ELECTED.

IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/WE WHOSE
SIGNATURE(S) APPEAR BELOW AS INCORPORATOR(S) AND WHOSE NAMES(S) AND BUSINESS OR
RESIDENTIAL ADDRESS(ES) ARE CLEARLY TYPED OR PRINTED BENEATH EACH SIGNATURE DO
HEREBY ASSOCIATE WITH THE INTENTION OF FORMING THIS CORPORATION UNDER THE
PROVISIONS OF GENERAL LAWS CHAPTER 156B AND DO HEREBY SIGN THESE ARTICLES OF
ORGANIZATION AS INCORPORATION(S) THIS 12TH DAY OF OCTOBER 1994,

                /s/ Megan Walsh
- -----------------------------------
                Megan Walsh
                Cummings & Lockwood
                4 Stamford Plaza
                Stamford, CT 06904

[ILLEGIBLE]



                                     478705

                        THE COMMONWEALTH OF MASSACHUSETTS
[SEAL]
                            ARTICLES OF ORGANIZATION
                     GENERAL LAWS, CHAPTER 156B, SECTION 12


     I hereby certify that, upon examination of these articles of organization,
duly submitted to me, it appears that the provisions of the General Laws
relative to the organization of corporations have been complied with, and I
hereby approve said articles; and the filing fee in the amount of $ 200 having
been paid, said articles are deemed to have been filed with me this 13th day of
OCTOBER 1994

EFFECTIVE DATE

                                                       A TRUE COPY ATTEST
                                                   /s/ William Francis Galvin
                                                     WILLIAM FRANCIS GALVIN
                                                 SECRETARY OF THE COMMONWEALTH
                                              DATE 7/23/04 CLERK /s/ [ILLEGIBLE]


                          /s/ Michael Joseph Connolly
                               MICHAEL J. CONNOLLY
                               SECRETARY OF STATE

FILING FEE One tenth of one percent of the total authorized capital stock, but
not less than $200.00. For the purpose of filing, shares of stock with a par
value less than one dollar, or no par stock, shall be deemed to have a par value
of one dollar per share.


              PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT TO:

                    National Corporate Research, Ltd.

                    225 West 34th Street, Suite 2110

                    New York, NY 10122-0032

                    Attn: Joe Mirrione

                Telephone.             (800)-221-0102

EX-3.66

                                                                    Exhibit 3.66

                                     BY-LAWS

                                       OF

                           PJC OF MASSACHUSETTS, INC.

                           ARTICLE I.: IDENTIFICATION

               SECTION 1.   NAME. The name of the Corporation is PJC of
Massachusetts, Inc. (the "Corporation").

               SECTION 2.   SEAL. Upon the seal of the Corporation shall appear
the name of the Corporation and the state and year of incorporation, and the
words "Corporate Seal." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.

               SECTION 3.   OFFICES. The principal office of the Corporation
shall be located in the City of West Springfield, Massachusetts. The Corporation
may also have other offices at such other places, either within or without the
Commonwealth of Massachusetts, as the Board may determine or as the activities
of the Corporation may require.

                      ARTICLE II.: MEETINGS OF STOCKHOLDERS

               SECTION 1.   PLACE OF MEETINGS. Meetings of the stockholders of
the Corporation shall be held at the principal office of the Corporation at 99
Westfield Street, West Springfield, Massachusetts, or at such other place,
either within or without the Commonwealth of Massachusetts, as may be fixed by
the Board of Directors and stated in the notice of meeting or in a duly executed
waiver of notice thereof.

               SECTION 2.   ANNUAL MEETING. An annual meeting of the
stockholders for the election of directors and the transaction of such other
business as may properly come before the meeting, shall be held each year on
such date in the first six months of the Corporation's fiscal year as shall be
designated by the president, or in the absence of such designation, on the first
Tuesday of the seventh month of the fiscal year, if not a legal holiday, and if
a legal holiday, then on the next succeeding business day, or on such other date
as shall be fixed by the Board of Directors.

               SECTION 3.   SPECIAL MEETINGS. Special meetings of the
stockholders, for any purpose or purposes, other than those regulated by statute
or by the articles of incorporation, may be called by Board of Directors or by
such other persons as may be authorized by law.

               SECTION 4.   NOTICE. Written notice of each meeting of
stockholders, stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each stockholder of
record entitled to vote at such meeting not less than seven days prior to each
meeting, by leaving such notice with



                                                                               2

him personally or by transmitting such notice with confirmed delivery
(including, by telex, cable or other form of recorded communication, provided
that delivery of such notice in written form is confirmed in a writing) to his
residence or usual place of business, or by depositing such notice in the mails
in a postage prepaid envelope addressed to him at his post office address as it
appears on the corporate records of the Corporation, by or at the direction of
the president, the secretary, or the officer or persons calling the meeting.

               SECTION 5.   WAIVER OF NOTICE. Notice of any stockholders meeting
may be waived, in writing, by any stockholder, either before or after the time
stated therein. If any stockholder entitled to vote is present at a stockholders
meeting and does not protest, prior to or at the commencement of the meeting,
the lack of receipt of proper notice, such stockholder shall be deemed to have
waived notice of such meeting.

               SECTION 6.   VOTING LIST. The Board of Directors may fix in
advance a time which shall be not more than sixty days before the date of any
meeting of stockholders or the date for the payment of any dividend or the
making of any distribution to stockholders or the last day on which the consent
or dissent of stockholders may be effectively expressed for any purpose, as the
record date for any such determination of stockholders having the right to
notice of and to vote at such meeting and any adjournment thereof or the right
to receive such dividend or distribution or the right to give such consent or
dissent, and in such case only stockholders of record on such record date shall
have such right, notwithstanding any transfer of stock on the books of the
Corporation after the record date; or without fixing such record date the Board
of Directors may for any of such purposes close the transfer books for all or
any part of such period.

               SECTION 7.   QUORUM AND REQUIRED VOTE. The holders of a majority
of the stock entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders except as otherwise specially
provided by the By-Laws, by the Articles of Organization or by statute. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

               The affirmative vote, at a meeting of stockholders duly held and
at which a quorum is present, of a majority of the voting power of the shares
represented at such meeting which are entitled to vote on the subject matter
shall be the act of the stockholders, except as is otherwise specially provided
by a By-Law, by the Articles of Organization or by law. The holders of a
majority of the voting power of the shares entitled to vote represented at a
meeting may adjourn such meeting from time to time.

               SECTION 8.   VOTING. Each holder of voting stock shall be
entitled to vote in person or by proxy, executed in writing by the stockholder
or by his duly authorized attorney-in-fact, at each meeting, and he shall have
one vote for each share of



                                                                               3

voting stock registered in his name. However, a proxy shall not be valid after
eleven months from its date of execution, unless it specifies the length of time
for which it shall continue in force or limits its use to a particular meeting
not yet held.

               SECTION 9.   ACTION WITHOUT A MEETING. Any action which may be
taken at a meeting of stockholders may be taken without a meeting, if consent in
writing, setting forth such action, is signed by all of the stockholders
entitled to vote with respect to the subject matter thereof.

                        ARTICLE III.: BOARD OF DIRECTORS

               The business affairs of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Organization or by these By-Laws directed or required to be exercised or done by
the stockholders.

               SECTION 1.   NUMBER. The number of directors who will constitute
the entire Board of Directors shall be not less than one (1) nor more than three
(3). Directors need not be residents of the Commonwealth of Massachusetts nor
stockholders of the Corporation.

               SECTION 2.   ELECTION. Members of the initial Board of Directors
as elected at the organization meeting shall hold office until the first annual
meeting of stockholders and until their respective successors shall have been
duly elected and qualified. Thereafter, at each annual meeting of stockholders
directors shall be elected to hold office until the next succeeding annual
meeting and until their respective successors have been duly elected and
qualified.

               SECTION 3.   REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held with or without notice at such time and place as the Board
may from time to time determine, except that the first meeting of each newly
elected Board of Directors shall be held at such time and place as shall be
fixed by the vote of the stockholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present, or it may convene
at such place and time as shall be fixed by the consent in writing of all of the
directors.

               SECTION 4.   SPECIAL MEETINGS. Special meetings of the Board may
be called by the president on at least two days' notice to each director, given
either by mail, by telex, telegraph, cable or other form of recorded
communication or orally, in person or by telephone. Special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of two directors.

               SECTION 5.   WAIVER OF NOTICE. Notice of any directors meeting
may be waived, in writing, by any director, either before or after the time
stated therein. If any director is present at a directors meeting and does not
protest, prior to or at the



                                                                               4

commencement of the meeting, the lack of receipt of proper notice, such director
shall be deemed to have waived notice of such meeting.

               SECTION 6.   QUORUM. At all meetings of the Board of Directors, a
majority of directors shall constitute a quorum for the transaction of business,
unless a greater number is required by law or by the Articles of Organization of
by these By-Laws. The act of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors unless a
greater number is specially required by the By-Laws, by the Articles of
Organization or by law. A meeting may be adjourned by less than a quorum if a
quorum is not present at the meeting. A director may participate at a meeting of
the Board of Directors by means of a conference telephone or similar
communications equipment, provided such equipment enables all directors at a
meeting to hear one another.

               SECTION 5.   COMMITTEES OF DIRECTORS. The Board of Directors, by
resolution adopted by a majority of the entire Board, may designate two or more
directors to constitute an executive committee or other committee and may
appoint or provide for the appointment of one or more directors as alternate
members of any such committee, who may replace any absent or disqualified member
at any meeting of the committee. Any such committee shall have and may exercise
the powers of the Board of Directors in the management of the business, property
and affairs of the Corporation, as shall be provided in these By-Laws or in the
resolution of the Board constituting the committee. All committees shall keep
records of their acts and proceedings and report the same to the Board of
Directors as and when required. Any director may be removed from a committee
with or without cause by the affirmative vote of a majority of the entire Board
of Directors.

               SECTION 6.   ACTION WITHOUT A MEETING. If all of the directors or
all members of a committee of the Board of Directors, as the case may be,
severally or collectively, consent in writing to any action taken or to be taken
by the Corporation, and the number of such directors or members constitutes a
quorum for such action, such action shall be as valid corporate action as though
it had been authorized at a meeting of the Board of Directors or committee, as
the case may be.

               SECTION 7.   RESIGNATION AND REMOVAL. Unless otherwise provided
in any contract with the Corporation, any director may resign or be removed at
any time. A director who intends to resign shall give written notice to the
president or to the secretary. Removal of a director, with or without cause, may
be effected by the affirmative vote of the holders of a majority of the stock
entitled to vote.

               SECTION 8.   VACANCIES. Vacancies and newly created directorships
resulting from any increase in the number of directors may be filled by the
affirmative vote of a majority of the then remaining directors though less than
a quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify.



                                                                               5

               SECTION 9.   COMPENSATION OF DIRECTORS. The Board of Directors,
by the affirmative vote of a majority of the directors then in office, and
irrespective of any personal interest of any of its members, shall have
authority to establish reasonable compensation of all directors for services to
the Corporation as directors, officers or otherwise.

               SECTION 10.  RECORDS. The directors may keep the books of the
Corporation, except such as are required by law to be kept within the state,
outside of the Commonwealth of Massachusetts, at such place or places as they
may from time to time determine.

                              ARTICLE IV.: OFFICERS

               SECTION 1.   ELECTION. The initial officers shall be elected by
the incorporators and are set forth in the Articles of Organization. The
officers of the Corporation shall be a president, a treasurer and a clerk. The
president shall be chosen by the Board of Directors. The treasurer and the clerk
shall be elected by the shareholders. The Board of Directors may choose one or
more vice presidents and one or more assistant treasurers and assistant clerks.
None of the officers need be a member of the Board nor stockholders of the
Corporation. Thereafter, the Board of Directors at its first meeting after each
annual meeting of stockholders shall choose the officers for the ensuing year.
The officers of the Corporation shall hold office until their successors are
chosen and shall qualify.

               SECTION 2.   PRESIDENT. The president shall be the chief
executive officer of the Corporation, shall preside at all meetings of the
stockholders and the Board of Directors, shall have the general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The president
shall also perform such other dudes and exercise such other powers as the
By-Laws may provide or the Board of Directors may assign.

               The president shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

               SECTION 3.   VICE PRESIDENT. Vice presidents, when elected, shall
have such powers and perform such duties as the president or the Board may from
time to time assign and shall perform such other duties as may be prescribed by
these By-Laws. At the request of the president, or in case of his absence or
inability to act, the vice president, so appointed, shall perform the duties of
the president and, when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the president.



                                                                               6

               SECTION 4.   CLERK. The clerk shall be a resident of the
Commonwealth of Massachusetts, provided however, he need not be such resident,
if, and as long as, the Corporation shall appoint and maintain a resident agent
for service of process within the Commonwealth. The clerk shall keep true and
complete records of the proceedings of the meetings of the stockholders, the
Board of Directors and any committees of directors and shall file any written
consents of the stockholders, the Board of Directors and any committees of
directors with these records. It shall be the duty of the clerk to be custodian
of the records and of the seal of the Corporation and he, or an assistant clerk,
shall have authority to affix the seal to any instrument requiring it and when
so affixed it may be attested by his signature or by the signature of such
assistant clerk. The Board may give general authority to any other officer to
affix the seal of the Corporation and to attest the affixing by his signature.
The office of the clerk shall be deemed to be the office of the secretary of the
Corporation whenever such office is required for any purpose; and, whenever the
signature of the secretary of the Corporation is required on any instrument, or
document, by the laws of the United States, or of any other state, or in any
other manner whatsoever, the clerk shall have authority to affix his signature
in such capacity. The clerk shall also attend to the giving of all notices and
shall perform such other duties as the By-Laws may provide or the Board of
Directors may assign.

               SECTION 5.   ASSISTANT CLERK. If one shall be elected, the
assistant clerk shall have such powers and perform such duties as the president,
clerk or the Board may from time to time assign and shall perform such other
duties as may be prescribed by these By-Laws. At the request of the clerk, or in
case of his absence or inability to act, the assistant clerk shall perform the
duties of the clerk and, when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the clerk.

               SECTION 6.   TREASURER. The treasurer shall keep correct and
complete records of account showing accurately at all times the financial
condition of the Corporation. The treasurer shall also act as legal custodian of
all moneys, notes, securities, and other valuables that may from time to time
come into the possession of the Corporation, and shall promptly deposit all
funds of the Corporation coming into his hands in the bank or other depository
designated by the Board of Directors and shall keep this bank account in the
name of the Corporation. He shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall furnish to the president and the Board of Directors, at
its regular meetings, or when the Board so requires, an account of all his
transactions as treasurer and of the financial condition of the Corporation and
shall perform such other duties as the By-Laws may provide and the Board of
Directors may assign. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.


                                                                               7

               SECTION 7.   ASSISTANT TREASURER. If one shall be elected, the
assistant treasurer shall have such powers and perform such duties as the
president, treasurer or Board may from time to time assign and shall perform
such other duties as may be prescribed by these By-Laws. At the request of the
treasurer, or in case of his absence or inability to act, the assistant
treasurer shall perform the duties of the treasurer and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
treasurer.

               SECTION 8.   OTHER OFFICERS. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board of Directors.

               SECTION 9.   TRANSFER OF AUTHORITY. In case of the absence of any
officer of the Corporation or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may transfer the powers or duties of
that officer to any other officer or to any director or employee of the
Corporation, provided that a majority of the entire Board of Directors approves.

               SECTION 10.  RESIGNATION AND REMOVAL. Unless otherwise provided
in any contract with the Corporation, any officer may resign or be removed at
any time. An officer who intends to resign shall give written notice to the
Board of Directors in care of the president or the secretary. Removal of an
officer, with or without cause, may be effected by the Board of Directors.

               SECTION 11.  VACANCIES. A vacancy occurring in any office may be
filled for the unexpired portion of the term of office by the Board of
Directors.

               SECTION 13.  COMPENSATION. The salaries of all officers and
agents of the Corporation shall be fixed by the Board of Directors.

                            ARTICLE V.: CAPITAL STOCK

               SECTION 1.   CONSIDERATION AND PAYMENT. The capital stock may be
issued for such consideration as may be fixed from time to time by the Board of
Directors, provided, however, that the consideration may not be less than the
par value of any of such stock having a par value. Payment of such consideration
may be made, in whole or in part, in (a) cash, securities or other property of
any description, or any interest therein, (b) labor or services rendered to or
for the benefit of the Corporation, or (c) shares, securities or other
obligations of the Corporation actually surrendered, cancelled or reduced,
provided such payment is not prohibited by law, the Articles of Organization or
these By-Laws. No certificate shall be issued for any shares until such shares
are fully paid.



                                                                               8

               SECTION 2.   CERTIFICATES REPRESENTING SHARES. Each holder of the
capital stock of the Corporation shall be entitled to a certificate signed by
the president or a vice president and the treasurer or an assistant treasurer,
and it may be sealed with the seal of the Corporation or a facsimile thereof.
Upon each such certificate shall appear such legend or legends as may be
required by law or by any contract or agreement to which the Corporation is a
party. No certificate shall be valid without such signatures and legends as are
required hereby.

               The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee of
the Corporation. In case any officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer at the date of its issue.

               When the Corporation is authorized to issue shares of more than
one class there shall be set forth upon the face or back of the certificate, or
the certificate shall have a statement that the Corporation will furnish to any
stockholder upon request and without charge, a full statement of the
designations, preferences, limitations and relative rights of the shares of each
class authorized to be issued and, if the Corporation is authorized to issue any
preferred or special class in series, the variations in the relative rights and
preferences between the shares of each such series so far as the same have been
fixed and determined and the authority of the Board of Directors to fix and
determine the relative rights and preferences of subsequent series.

               Any shares subject to any restriction on transfer shall have the
restriction noted conspicuously on the certificate and shall also set forth on
the face of back of the certificate either the full text of the restriction, or
a statement of the existence of such restriction and a statement that the
Corporation will furnish a copy thereof to the holder of such certificate upon
written request and without charge.

               SECTION 3.   LOST CERTIFICATES. The Board of Directors may direct
a new certificate to be issued in place of any certificate theretofore issued by
the Corporation alleged to have been lost or destroyed. When authorizing such
issue of a new certificate, the Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may prescribe such terms and
conditions as it deems expedient, and may require such indemnities as it deems
adequate, to protect the Corporation from any claim that may be made against it
with respect to any such certificate alleged to have been lost or destroyed.

               SECTION 4.   TRANSFER OF STOCK. The Corporation or its transfer
agent shall register a transfer of a stock certificate, issue a new certificate
and cancel the old certificate upon presentation for transfer of a stock
certificate duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer if there has been compliance with any
applicable tax law relating to the collection of taxes and after the Corporation
or its agent has discharged any duty to inquire into any adverse



                                                                               9

claims of which the Corporation or agent has notice. Notwithstanding the
foregoing, no such transfer shall be effected by the Corporation or its transfer
agent if such transfer is prohibited by law, by the Articles of Organization or
a By-Law of the Corporation or by any contract or agreement to which the
Corporation is a party.

               SECTION 5.   REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share on the part of any other person, whether or not it
shall have express or other notice thereof, except as expressly provided by the
laws of Massachusetts.

                       ARTICLE VI.: DIVIDENDS AND RESERVES

               SECTION 1.   DIVIDENDS. Subject to any limitations or conditions
contained in the Articles of Organization, dividends may be declared by a
resolution duly adopted by the Board of Directors and may be paid in cash,
property or in shares of the capital stock of the Corporation.

               SECTION 2.   RESERVES. Before payment of any dividend or making
any distribution of profits, the Board of Directors may set aside out of any
funds available for dividends such sum or sums as the Board, in its absolute
discretion, may determine as a reserve or reserves to meet contingencies, to
equalize dividends, to repair or maintain property or to serve other purposes
conducive to the interests of the Corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.

                      ARTICLE VII.: SPECIAL CORPORATE ACTS

               Section VIII. All checks, drafts, notes, bonds, bills of
exchange, and orders for the payment of money of the Corporation; all deeds,
mortgages and other written contracts and agreements to which the Corporation
shall be a party; and all assignments or endorsements of stock certificates,
registered bonds or other securities owned by the Corporation shall be signed by
such officer or officers or such other person or person as the Board of
Directors may from time to time designate.

                            ARTICLE IX.: FISCAL YEAR

               SECTION 1.   The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.



                                                                              10

                           ARTICLE X.: INDEMNIFICATION

               SECTION 1.   The Corporation shall have the power to indemnify
and reimburse stockholders, directors, officers, employees and agents as
provided for in Section 67 of the Business Corporation Law of the Commonwealth
of Massachusetts, including any amendment to or substitutions for such Section
which may be made from time to time.

                        ARTICLE XI.: AMENDMENT OF BY-LAWS

               SECTION 1.   These By-Laws may be amended or repealed or new
By-Laws may be adopted by the affirmative vote of the holders of a majority of
the stock entitled to vote at any meeting of stockholders provided that notice
of such amendment, repeal or adoption of new By-Laws be included in the notice
of such meeting.

EX-3.67

                                                                    Exhibit 3.67

[LOGO]   STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
         OFFICE OF THE SECRETARY OF STATE

EDWARD S. INMAN, III, SECRETARY OF STATE


                             DATE: JANUARY 18, 2002


                            PJC OF RHODE ISLAND, INC.
                                    (6 PAGES)


                A TRUE COPY WITNESSED UNDER THE SEAL OF THE STATE
                   OF RHODE ISLAND AND PROVIDENCE PLANTATIONS


                                                       /s/ Edward S. Inman, III

                                                          SECRETARY OF STATE


                                                        BY  /s/ [ILLEGIBLE]
                                                           ---------------------

[SEAL]



Filing Fee $50.00                                               ID Number: 20974

[LOGO]          STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                        Office of the Secretary of State
                              Corporations Division

                          ARTICLES OF AMENDMENT TO THE
                            ARTICLES OF INCORPORATION
                                       OF

            Rite Aid of Rhode Island, Inc.

Pursuant to the provisions of Section 7-1. 1-56 of the General Laws, 1956, as
amended, the undersigned corporation adopts the following Articles of Amendment
to its Articles of Incorporation:

1.   The name of the corporation is Rite Aid of Rhode Island, Inc.

2.   The shareholders of the corporation (or, where no shares have been issued,
     the board of directors of the corporation) on December 21, 1998 in the
     manner prescribed by Chapter 7-1.1 of the General Laws, 1956, as amended,
     adopted the following amendment(s) to the Articles of Incorporation:

                              [Insert Amendment(s)]
     (IF ADDITIONAL SPACE IS REQUIRED, PLEASE LIST ON SEPARATE ATTACHMENT)

     That Article I of the Articles of Incorporation of the Corporation be and
     it hereby is amended to read:

        The exact name of the Corporation is PJC of Rhode Island, Inc.


3.   The number of shares of the corporation outstanding at the time of such
     adoption was 200; and the number of shares entitled to vote thereon was
     200.

4.   The designation and number of outstanding shares of each class entitled to
     vote thereon as a class were as follows: (If inapplicable, insert "none")



                   CLASS                      NUMBER OF SHARES
                   -----                      ----------------
                                                 
                  Common                            200


                                                                     FILED
                                                                  JAN 11 1999
                                                              By /s/ [ILLEGIBLE]
                                                                 ---------------

[SEAL]

Form No. 12A
Revised 3/97    [ILLEGIBLE]                        [ILLEGIBLE]



5.   The number of shares voted for such amendment was 200; and the number of
     shares voted against such amendment was 0.

6.   The number of shares of each class entitled to vote thereon as a class
     voted for and against such amendment, respectively, was: (if inapplicable,
     insert "none")



                                         NUMBER OF SHARES VOTED
                                    -------------------------------
                    CLASS              FOR             AGAINST
                  ---------         ----------  -------------------
                                                    
                  Common               200                0


7.   The manner, if not set forth in such amendment, in which any exchange,
     reclassification, or cancellation of issued shares provided for in the
     amendment shall be effected, is as follows: (If no change, so state)

     No change

8.   The manner in which such amendment effects a change in the amount of stated
     capital, and the amount (expressed in dollars) of stated capital as changed
     by such amendment, are as follows: (If no change, so state)

     No change

9.   Date when amendment is to become effective:     [ILLEGIBLE]
                                                 (not more than 30 days after
                                                 the filing of these Articles
                                                 of Amendment)


Dated  December 18, 1998             Rite Aid of Rhode Island, Inc.
       -----------------


                                     By  /s/ Michel Coutu
                                         ------------------------------------
                                       Its Michel Coutu    President
                                           ---------------

                                     and /s/ William  Welsh
                                         ------------------------------------
                                       Its William Welsh   Secretary
                                           ---------------

STATE OF Rhode Island
COUNTY OF Kent

     In Warwick, on this 18th day of December, 1998, personally appeared before
me Michel Coutu & William Welsh, who being by me first duly sworn, declared they
are the President & Secretary of Rite Aid of Rhode Island, Inc. and that they
signed the foregoing document as President & Secretary of the corporation, and
the statements therein contained are true.


                                     /s/ Patricia S. Rose
                                     ------------------------
                                     Notary Public
                                     My Commission Expires: 6/20/01
                                                            --------------------



                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS

                              BUSINESS CORPORATION

                                   ----------

                       ORIGINAL ARTICLES OF INCORPORATION

                                   ----------

     The undersigned acting as incorporator (x) of a corporation under Chapter
7-1.1 of the General Laws, 1956, as amended, adopt(s) the following Articles of
Incorporation for such corporation:

     FIRST.   The name of the corporation is RITE AID OF RHODE ISLAND, INC.
                                              (strike if inapplicable)

     SECOND.  The period of its duration is (if perpetual, so state) perpetual.

     THIRD.   The purpose or purposes for which the corporation is organized
are:

     To engage in the business of preparing, compounding, producing, importing,
exporting, storing, acquiring, buying, selling, contracting with others to
produce, supply, or deal in and with, disposing at retail, marketing,
distributing, and dealing in and with, in accordance with rules and regulations,
licensing requirements, and all pertinent and legal restraints and limitations,
all kinds of drugs, chemicals, medicines, pharmaceutical products, physicians'
and surgeons' supplies and all supplies, required by invalids, paints, colors,
cosmetics, perfumes, toilet supplies, stationery and stationery supplies,
novelities, tobacco in all forms ice cream, confectionery, and soft drinks; to
fill prescriptions, maintain newsstands, soda fountains and lunch counters, and
do everything pertaining to the drug store business and to own, lease, manage
and operate pharmacies of all types.

[SEAL]

     The corporation shall have power: (See Section 7-1.1-4 of the General Laws,
1956, as amended.)

     (a) To have perpetual succession by its corporate name unless a limited
period of duration is stated in its articles of incorporation.

     (b) To sue and be sued, complain and defend, in its corporate name.

     (c) To have a corporate seal which may be altered at pleasure, and to use
the same by causing it, or a facsimile thereof, to be impressed or affixed or in
any other manner reproduced.

     (d) To purchase, take, receive, lease, or otherwise acquire, own, hold,
improve, use and otherwise deal in and with, real or personal property, or any
interest therein, wherever situated.

     (e) To sell, convey, mortgage, pledge, lease, exchange, transfer and
otherwise dispose of all or any part of its property and assets.

     (f) To lend money and to use its credit to assist its employees.

     (g) To purchase, take, receive, subscribe for, or otherwise acquire, own,
hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of,
and otherwise use and deal in and with, shares or other interests in, or
obligations of, other domestic or foreign corporations, associations,
partnerships or individuals, or direct or indirect obligations of the United
States or of any other government, state, territory, governmental district or
municipality or of any instrumentality thereof.

     (h) To make contracts and guarantees and incur liabilities, borrow money at
such rates of interest as the corporation may determine, issue its notes, bonds,
and other obligations, and secure any of its obligations by mortgage or pledge
of all or any of its property, franchises, and income.

     (i) To lend money for its corporate purposes, invest and reinvesting funds,
and take and hold real and personal property as security for the payment of
funds so loaned or invested.

     (j) To conduct its business, carry on its operations, and have offices and
exercise the powers granted by this chapter, within or without this state.

     (k) To elect or appoint officers and agents of the corporation, and define
their duties and fix their compensation.

     (l) To make and alter by-laws, not inconsistent with its articles of
incorporation or with the laws of this state, for the administration and
regulation of the affairs of the corporation.

     (m) To make donations for the public welfare or for charitable, scientific
or educational purposes.

     (n) To transact any lawful business which the board of directors shall find
will be in aid of governmental authority.

     (o) To pay pensions and establish pension plans, pension trusts,
profit-sharing plans, stock bonus plans, stock option plans and other incentive
plans for any or all of its directors, officers and employees.

     (p) To provide insurance for its benefit on the life of any of its
directors, officers, or employees, or on the life of any stockholder for the
purpose of acquiring at his death shares of its stock owned by such stockholder.

     (q) To be a promoter, partner, member, associate, or manager of any
partnership, enterprise or venture.

     (r) To have and exercise all powers necessary or convenient to effect its
purposes.


FORM 118 10M 1-70                                                         (OVER)

(R.I. - 2158 - 1/2/70)

                                       -1-


     FOURTH.  The aggregate number of shares which the corporation shall have
  authority to issue is:

     (a)   IF ONLY ONE CLASS:  Total number of shares 200
               (If the authorized shares are to consist of one class only, state
          the par value of such shares or a statement that all of such shares
          are to be without par value.)

               Par Value per share $1,000.00

                                       or

     (b)   IF MORE THAN ONE CLASS:  Total number of shares
               (State (A) the number of the shares of each class thereof that
          are to have a par value and the par value of each share of each such
          class, and/or (B) the number of such shares that are to be without
          par value, and (C) a statement of all or any of the designations and
          the powers, preferences and rights, including voting rights, and the
          qualifications, limitations or restrictions thereof, which are
          permitted by the provisions of title 7 of the General Laws in respect
          of any class or classes of stock of the corporation and the fixing of
          which by the articles of association is desired, and an express grant
          of such authority as it may then be desired to grant to the board of
          directors to fix by vote or votes any thereof that may be desired but
          which shall not be fixed by the articles.)

     FIFTH.   Provisions (if any) dealing with the preemptive right of
  shareholders pursuant to Section 7-1.1-24 of the General Laws, 1956, as
  amended:
     No stockholder of this corporation shall by reason of his holding shares of
any class have any pre-emptive or preferential right to purchase of subscribe to
any shares of any class of this corporation, now or hereafter to be authorized,
or any notes, debentures, bonds, or other securities convertible into or
carrying options or warrants to purchase shares of any class, now or hereafter
to be authorized, whether or not the issuance of any such shares, or such notes,
debentures, bonds or other securities, would adversely affect the dividend or
voting rights of such stockholder, other than such rights, if any, as the board
of directors, in its discretion from time to time may grant, and at such price
as the board of directors in its discretion may fix; and the board of directors
may issue shares of any class of this corporation, or any notes, debentures,
bonds, or other securities convertible into or carrying options or warrants to
purchase shares of any class, without offering any such shares of any class,
either in whole or in part, to the existing stockholders of any class.

(R.I. - 2158)

                                       -2-


     SIXTH.   Provisions (if any) for the regulation of the internal affairs of
the corporation: The Board of Directors may make, alter, amend and repeal the
by-laws subject to the power of the shareholders to change such action.


[SEAL]


     SEVENTH. The address of the initial registered office of the corporation is
111 WESTMINSTER STREET, PROVIDENCE, RHODE ISLAND 02903 (add Zip Code) and the
name of its initial registerd agent at such address is: C T CORPORATION SYSTEM

     EIGHTH.  The number of directors constituting the initial board of
directors of the corporation is Three and the names and addresses of the persons
who are to serve as directors until the first annual meeting of shareholders or
until their successors are elected and shall qualify are:

     (If this is a close corporation pursuant to Section 7-1.1-51 of the
General Laws, 1956, as amended, state the name(s) and address(es) of the
officers of the corporation.)

                NAME                           ADDRESS
     Alex Grass                      Trindle Rd. & Railroad Ave.
                                     Shiremantown, Pa. 17011

     Lewis Lehrman                   Trindle Rd. & Railroad Ave.
                                     Shiremantown, Pa. 17011

     David Sommer                    Trindle Rd. & Railroad Ave.
                                     Shiremantown, Pa. 17011

     NINTH.   The name and address of each incorporator is:

                NAME                           ADDRESS
     George Lewis                    123 South Broad Street
                                     Philadelphia, Pa. 19109

[SEAL]

     TENTH.   Date when corporate existence to begin (not more than 30 days
after filing of these articles of incorporation) : upon filing of Articles
of Incorporation

     Dated December 2, 1975


                                     /s/ George Lewis
                                     -----------------------
                                     George Lewis

(R.I. - 2158)

                                       -3-


COMMONWEALTH OF PENNSYLVANIA)

COUNTY OF CUMBERLAND)

     I, Franklin C. Brown, being duly sworn, declare under oath, that I am the
President of Rite Aid of Rhode Island, Inc., a Rhode Island corporation, and
that the attached is a true copy of the original Articles of Incorporation of
Rite Aid of Rhode Island, Inc. filed by the Secretary of State on December 5,
1975.


                                     /s/ Franklin C. Brown
                                     ----------------------
                                     Franklin C. Brown


     Sworn to before me and subscribed in my presence this 30th day of April,
1996.


                                     /s/ Robbie Louise Blackwell
                                     ---------------------------
                                            Notary Public


My Commission Expires:                          NOTARIAL SEAL
                                     Robbie Louise Blackwell, Notary Public
                                           Harrisburg, Dauphin County
                                        My Commission Expires May 18, 1998

(SEAL)



                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS

                              BUSINESS CORPORATION

                                   ----------

                  DUPLICATE ORIGINAL ARTICLES OF INCORPORATION

                                   ----------

     The undersigned acting as incorporator(s) of a corporation under Chapter
  7-1.1 of the General Laws, 1956, as amended, adopt(s) the following Articles
  of Incorporation for such corporation:

     FIRST. The name of the corporation is RITE AID OF RHODE ISLAND, INC.


        (A [ILLEGIBLE] corporation pursuant to Section [ILLEGIBLE] of the
             General Laws, 1956, as amended)(strike if inapplicable)

     SECOND.  The period of its duration is (if perpetual, so state) perpetual

     THIRD.   The purpose or purposes for which the corporation is organized
are:

  To engage in the business of preparing, compounding, producing, importing,
exporting, storing, acquiring, buying, selling, contracting with others to
produce, supply, or deal in and with, disposing at retail, marketing,
distributing, and dealing in and with, in accordance with rules and regulations,
licensing requirements, and all pertinent, and legal restraints and limitations,
all kinds of drugs, chemicals, medicines, pharmaceutical products, physicians'
and surgeons' supplies and all supplies, required by invalids, paints, colors,
cosmetics, perfumes, toilet supplies, stationery and stationery supplies,
novelities, tobacco in all forms ice cream, confectionery, and soft drinks; to
fill prescriptions, maintain newsstands, soda fountains and lunch counters, and
do everything pertaining to the drug store business and to own, lease, manage
and operate pharmacies of all types.


     The corporation shall have power: (See Section 7-1.1-4 of the General Laws,
  1956, as amended.)

[ILLEGIBLE]

                                                                          (OVER)

[ILLEGIBLE]

(R.I. - 2158 - 1/2/70)

                                       -1-


     FOURTH.  The aggregate number of shares which the corporation shall have
  authority to issue is:

     (a)  IF ONLY ONE CLASS:  Total number of shares 200

               (If the authorized shares are to consist of one class only, state
the par value of such shares or a statement that all of such shares are to be
without par value.)

               Par Value per share $1,000.00

                                       or

     (b)  IF MORE THAN ONE CLASS: Total number of shares

               (State (A) the number of the shares of each class thereof that
          are to have a par value and the par value of each share of each such
          class, and/or (B) the number of such shares that are to be without
          Par value, and (C) a statement of all or any of the designations and
          the powers, preferences and rights, including voting rights, and the
          qualifications, limitations or restrictions thereof, which are
          permitted by the provisions of title 7 of the General Laws in respect
          of any class or classes of stock of the corporation and the fixing of
          which by the articles of association is desired, and an express grant
          of such authority as it may then be desired to grant to the board of
          directors to fix by vote or votes any thereof that may be desired but
          which shall not be fixed by the articles.)


     FIFTH.   Provisions (if any) dealing with the preemptive right of
  shareholders pursuant to Section 7-1.1-24 of the General Laws, 1956, as
  amended:
     No stockholder of this corporation shall by reason of his holding shares of
any class have any pre-emptive or preferential right to purchase of subscribe to
any shares of any class of this corporation, now or hereafter to be authorized,
or any notes, debentures, bonds, or other securities convertible into or
carrying options or warrants to purchase shares of any class, now or hereafter
to be authorized, whether or not the issuance of any such shares, or such notes,
debentures, bonds or other securities, would adversely affect the dividend or
voting rights of such stockholder, other than such rights, if any, as the board
of directors, in its discretion from time to time may grant, and at such price
as the board of directors in its discretion may fix; and the board of directors
may issue shares of any class of this corporation, or any notes, debentures,
bonds, or other securities convertible into or carrying options or warrants to
purchase shares of any class, without offering any such shares of any class,
either in whole or in part, to the existing stockholders of any class.


(R.I. - 2158)

                                       -2-


     SIXTH.   Provisions (if any) for the regulation of the internal affairs of
the corporation. The Board of Directors may make, alter, amend and repeal the
by-laws subject to the power of the shareholders to change such action.


     SEVENTH. The address of the initial registered office of the corporation is
111 WESTMINSTER STREET, PROVIDENCE, PHONE ISLAND 02903 (add Zip Code) and the
name of its initial registered agent at such address is: C T CORPORATION SYSTEM

     EIGHTH.  The number of directors constituting the initial board of
directors of the corporation is Three and [ILLEGIBLE] and addresses of the
persons who are to serve as directors until the first [ILLEGIBLE] shareholders
or until their successors are elected and shall qualify are:

     (If this is a class corporation pursuant to Section 7-1.1-51 of the General
Laws, 1956, as amended, state the name(s) and address(es) of the officers of
the corporation.)

                NAME                             ADDRESS

     Franklin C. Brown, President              [ILLEGIBLE]

     Frank Bergonzi, Vice President            [ILLEGIBLE]

     James E. Krahulec, Secretary/Treasurer    [ILLEGIBLE]

     NINTH.   The name and address of each incorporator is:

                NAME                             ADDRESS

                                          CT Corporation System
                                               123 Dyer St
                                          Providence, RI 02903

     TENTH.   Date when corporate existence to begin (not more then 30 days
after filing of these articles of incorporation): upon filing of Articles of
Incorporation

     Dated             , 1975
           ------------
                                     /s/ George Lewis
                                     ----------------------
                                     George Lewis

(R.I. - 2158)

                                       -3-


STATE OF PENNSYLVANIA          City
                        In the           of Philadelphia
COUNTY OF PHILADELPHIA

in said county this [ILLEGIBLE] day of November A.D. 1975 then personally
appeared before me George Lewis each and all known to me and known by me to be
the parties executing the foregoing instrument, and they severally acknowledged
said instrument by them subscribed to be their free act and deed.


                                       /s/ [ILLEGIBLE]
[SEAL]                               ----------------------------
                                             Notary Public
                                     [ILLEGIBLE]


                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS

                        OFFICE OF THE SECRETARY OF STATE

                          CERTIFICATE OF INCORPORATION

                                       OF

                         RITE AID OF RHODE ISLAND, INC.

I, ___________ Secretary of State hereby certify that duplicate originals of
Articles of Incorporation for the incorporation of RITE AID OF RHODE ISLAND,
INC.

duly signed and verified pursuant to the provisions of Chapter 7-1.1 of the
General Laws, 1956, as amended, have been received in this office and are found
to conform to law, and that the foregoing is a duplicate original of the
Articles of Incorporation.

                                    WITNESS my hand and the seal of the State of

                                      Rhode Island this_________________________

                                      day of November, 1975

                                      ------------------------------------------
                                                  SECRETARY OF STATE

(R.I.C - 2158)

                                      -4-

EX-3.68

                                                                    Exhibit 3.68

                                     BY-LAWS

                                       OF

                         RITE AID OF RHODE ISLAND, INC.

                           ARTICLE I.: IDENTIFICATION

               SECTION 1.   NAME. The name of the Corporation is Rite Aid of
Rhode Island, Inc. (The "Corporation").

               SECTION 2.   SEAL. Upon the seal of the Corporation shall appear
the name of the Corporation and the state and year of incorporation, and the
words "Corporate Seal, Rhode Island." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

               SECTION 3.   OFFICES. The registered office of the Corporation
shall be located in the City of Warwick, Rhode Island. The Corporation may also
have other offices at such other places, either within or without the State of
Rhode Island, as the Board may determine or as the activities of the Corporation
may require.

                      ARTICLE II.: MEETINGS OF SHAREHOLDERS

               SECTION 1.   PLACE OF MEETINGS. Meetings of the shareholders of
the Corporation shall be held at the principal office of the Corporation at 50
Service Road, Warwick, Rhode Island, or at such other place, either within or
without the State of Rhode Island, as may be fixed by the Board of Directors and
stated in the notice of meeting or in a duly executed waiver of notice thereof.

               SECTION 2.   ANNUAL MEETING. An annual meeting of the
shareholders for the election of directors and the transaction of such other
business as may properly come before the meeting, shall be held each year on
such date in the first six months of the Corporation's fiscal year as shall be
designated by the president, or in the absence of such designation, on the first
Tuesday of the seventh month of the fiscal year, if not a legal holiday, and if
a legal holiday, then on the next succeeding business day, or on such other date
as shall be fixed by the Board of Directors.

               SECTION 3.   SPECIAL MEETINGS. Special meetings of the
shareholders, for any purpose or purposes, other than those regulated by statute
or by the articles of incorporation, may be called by the president, the Board
of Directors, or the holders of not less than one-tenth of all the shares
entitled to vote at the meeting. Business transacted at all special meetings
shall be limited to the purpose stated in the notice.

               SECTION 4.   NOTICE. Written notice of each meeting of
shareholders, stating the place, day and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the meeting is called,
shall be given not less than ten days nor more than sixty days prior to each
meeting, by leaving such notice with



                                                                               2

him personally or by transmitting such notice with confirmed delivery
(including, by telex, cable or other form of recorded communication, provided
that delivery of such notice in written form is confirmed in a writing) to his
residence or usual place of business, or by depositing such notice in the mails
in a postage prepaid envelope addressed to him at his post office address as it
appears on the corporate records of the Corporation, by or at the direction of
the president, the secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting

               SECTION 5.   WAIVER OF NOTICE. Notice of any shareholders meeting
may be waived, in writing, by any shareholder, either before or after the time
stated therein and, if any shareholder entitled to vote is present at a
shareholders meeting and does not protest, prior to or at the commencement of
the meeting, the lack of receipt of proper notice, such shareholder shall be
deemed to have waived notice of such meeting.

               SECTION 6.   VOTING LIST. For the purpose of determining
shareholders entitled to notice of, or to vote at, any meeting of shareholders
or any adjournment thereof, or shareholders entitled to receive payment of
dividends, or for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, sixty days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the board of Directors may fix in advance a date as the record date for any such
determination of shareholders, which shall not be a date earlier than the date
on which such action is taken by the Board of Directors, nor more than sixty,
nor less than ten days before the particular event requiring such determination
of shareholders. If the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination.

               The corporate officer responsible for the share transfer books
shall make, or cause to be made, at least ten days before each meeting of
shareholders, a list or other record of the shareholders entitled to vote at
such meeting, with the address of, and the number and class of shares held by
each, which list for a period of ten days prior to such meeting, shall be kept
on file at the principal office of the Corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a duplicate thereof,
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any meeting of the
shareholders.



                                                                               3

               SECTION 7.   QUORUM AND REQUIRED VOTE. The holders of a majority
of the stock entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders except as otherwise specially
provided by the By-Laws, by the Articles of Incorporation or by statute. If,
however, such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in person or by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.

               The affirmative vote, at a meeting of shareholders duly held and
at which a quorum is present, of a majority of the voting power of the shares
represented at such meeting which are entitled to vote on the subject matter
shall be the act of the shareholders, except as is otherwise specially provided
by a By-Law, by the Articles of Incorporation or law. The holders of a majority
of the voting power of the shares entitled to vote represented at a meeting may
adjourn such meeting from time to time.

               SECTION 8.   VOTING. Each holder of voting stock shall be
entitled to vote in person or by proxy at each meeting, and he shall have one
vote for each share of voting stock registered in his name. However, a proxy
shall not be valid after eleven months from its date of execution, unless it
specifies the length of time for which it shall continue in force or limits its
use to a particular meeting not yet held.

               SECTION 9.   ACTION WITHOUT A MEETING. Any action which may be
taken at a meeting of shareholders may be taken without a meeting, if consent in
writing, setting forth such action, is signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.

                        ARTICLE III.: BOARD OF DIRECTORS

               The business affairs of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised or done
by the shareholders.

               SECTION 1.   NUMBER. The number of directors who will constitute
the entire Board of Directors shall be not less than one (1) nor more than three
(3). Directors need not be residents of the State of Rhode Island nor
shareholders of the Corporation.

               SECTION 2.   ELECTION. Members of the initial Board of Directors
as elected at the organization meeting shall hold office until the first annual
meeting of shareholders and until their respective successors shall have been
duly elected and qualified. At each annual meeting of shareholders, directors
shall be elected to hold office



                                                                               4

until the next succeeding annual meeting and until their respective successors
have been duly elected and qualified.

               SECTION 3.   REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held with or without notice at such time and place as the Board
may from time to time determine, except that the first meeting of each newly
elected Board of Directors shall be held at such time and place as shall be
fixed by the vote of the shareholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present, or it may convene
at such place and time as shall be fixed by the consent in writing of all of the
directors.

               SECTION 4.   SPECIAL MEETINGS. Special meetings of the Board may
be called by the president on at least two days' notice to each director, given
either by mail, by telex, telegraph, cable or other form of recorded
communication or orally, in person or by telephone. Special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of two directors. Said notice may be waived by a written waiver
signed by all of the directors who receive no such notice of meeting. Attendance
by a director at a meeting, without protesting, prior to or at the commencement
of the meeting, the lack of proper notice, shall be deemed to be a waiver by
such director of notice of such meeting.

               SECTION 5.   WAIVER OF NOTICE. Attendance of a director at any
meeting, regular or special, shall constitute a waiver of notice of such
meeting, except where a director attends for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

               SECTION 6.   QUORUM. At all meetings of the Board of Directors, a
majority of directors shall constitute a quorum for the transaction of business,
unless a greater number is required by law or by the Articles of Incorporation
of by theses By-Laws. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors
unless a greater number is specially required by the By-Laws, by the Articles of
Incorporation or by law. A meeting may be adjourned by less than a quorum if a
quorum is not present at the meeting. A director may participate at a meeting of
the Board of Directors by means of a conference telephone or similar
communications equipment, provided such equipment enables all directors at a
meeting to hear one another.

               SECTION 5.   COMMITTEES OF DIRECTORS. The Board of Directors, by
resolution adopted by a majority of the entire Board, may designate two or more
directors to constitute an executive committee or other committee and may
appoint or provide for the appointment of one or more directors as alternate
members of any such committee, who may replace any absent or disqualified member
at any meeting of the committee. Any such committee shall have and may exercise
the powers of the Board of



                                                                               5

Directors in the management of the business, property and affairs of the
Corporation, as shall be provided in these By-Laws or in the resolution of the
Board constituting the committee. All committees shall keep records of their
acts and proceedings and report the same to the Board of Directors as and when
required. Any director may be removed from a committee with or without cause by
the affirmative vote of a majority of the entire Board of Directors.

               SECTION 6.   ACTION WITHOUT A MEETING. If all of the directors or
all members of a committee of the Board of Directors, as the case may be,
severally or collectively, consent in writing to any action taken or to be taken
by the Corporation, and the number of such directors or members constitutes a
quorum for such action, such action shall be as valid corporate action as though
it had been authorized at a meeting of the Board of Directors or committee, as
the case may be.

               SECTION 7.   RESIGNATION AND REMOVAL. Unless otherwise provided
in any contract with the Corporation, any director may resign or be removed at
any time. A director who intends to resign shall give written notice to the
president or to the secretary. Removal of a director, with or without cause, may
be effected by the affirmative vote of the holders of a majority of the stock
entitled to vote.

               SECTION 8.   VACANCIES. Any vacancy occurring on the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board. A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor and until his
successor is duly chosen.

               Any directorship to be filled by reason of an increase in the
number of directors may be filled by the affirmative vote of a majority of the
directors present at a meeting at which a quorum is present. A director elected
to fill a newly created directorship shall serve until the next succeeding
annual meeting of shareholders and until his successor is duly chosen.

               SECTION 9.   COMPENSATION OF DIRECTORS. The Board of Directors,
by the affirmative vote of a majority of the directors then in office, and
irrespective of any personal interest of any of its members, shall have
authority to establish reasonable compensation of all directors for services to
the Corporation as directors, officers or otherwise.

               SECTION 10.  RECORDS. The directors may keep the books of the
Corporation, except such as are required by law to be kept within the State,
outside of the State of Rhode Island, at such place or places as they may from
time to time determine.

                              ARTICLE IV.: OFFICERS

               SECTION 1.   ELECTION. A president, a secretary, a treasurer and,
when deemed necessary by the Board of Directors, a Chairman of the Board, one or
more vice presidents and such other officers and assistant officers, none of
whom need to be a



                                                                               6

member of the Board, shall be elected by the Board of Directors to hold office
until their respective successors are duly elected and qualified. Any two or
more offices may be held by the same person.

               SECTION 2.   CHAIRMAN OF THE BOARD. The chairman of the Board of
Directors, if one shall be elected, shall preside at all meetings of the Board
and shall have and perform such other duties as from time to time may be
assigned to him by the Board of Directors.

               SECTION 3.   PRESIDENT. The president shall have the general
powers and duties of supervision and management usually vested in the office of
president of a corporation. In the absence or nonelection of a chairman, the
president shall preside at all meetings of the Board of Directors and
shareholders, discharging the duties incumbent upon a presiding officer. In
addition, the president shall have the direction of all other officers, agents
and employees of the Corporation and shall see that all orders and resolutions
of the Board are carried into effect. The president shall also perform such
other duties and exercise such other powers as the By-Laws may provide or the
Board of Directors may assign.

               SECTION 4.   VICE PRESIDENT. Vice presidents, when elected, shall
have such powers and perform such duties as the president or the Board may from
time to time assign and shall perform such other duties as may be prescribed by
these By-Laws. At the request of the president, or in case of his absence or
inability to act, the vice president, so appointed, shall perform the duties of
the president and, when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the president.

               SECTION 5.   SECRETARY. The secretary shall keep true and
complete records of the proceedings of the meetings of the shareholders, the
Board of Directors and any committees of directors and shall file any written
consents of the shareholders, the Board of Directors and any committees of
directors with these records. It shall be the duty of the secretary to be
custodian of the records and of the seal of the Corporation and he, or an
assistant secretary, shall have authority to affix the seal to any instrument
requiring it and when so affixed it may be attested by his signature or by the
signature of such assistant secretary. The Board may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his signature. The secretary shall also attend to the giving of all
notices and shall perform such other duties as the By-Laws may provide or the
Board of Directors may assign.

               SECTION 6.   ASSISTANT SECRETARY. If one shall be elected, the
assistant secretary shall have such powers and perform such duties as the
president, secretary or the Board may from time to time assign and shall perform
such other duties as may be prescribed by these By-Laws. At the request of the
secretary, or in case of his absence or inability to act, the assistant
secretary shall perform the duties of the secretary and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
secretary.



                                                                               7

               SECTION 7.   TREASURER. The treasurer shall keep correct and
complete records of account showing accurately at all times the financial
condition of the Corporation. The treasurer shall also act as legal custodian of
all moneys, notes, securities, and other valuables that may from time to time
come into the possession of the Corporation, and shall promptly deposit all
funds of the Corporation coming into his hands in the bank or other depository
designated by the Board of Directors and shall keep this bank account in the
name of the Corporation. Whenever requested by the Board of Directors, the
treasurer shall furnish a statement of the financial condition of the
Corporation and shall perform such other duties as the By-Laws may provide and
the Board of Directors may assign. If required by the Board of Directors, he
shall give the Corporation a bond in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful performance
of the duties of his office and for the restoration to the Corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the Corporation.

               SECTION 8.   ASSISTANT TREASURER. If one shall be elected, the
assistant treasurer shall have such powers and perform such duties as the
president, treasurer or Board may from time to time assign and shall perform
such other duties as may be prescribed by these By-Laws. At the request of the
treasurer, or in case of his absence or inability to act, the assistant
treasurer shall perform the duties of the treasurer and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
treasurer.

               SECTION 9.   OTHER OFFICERS. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

               SECTION 10.  TRANSFER OF AUTHORITY. In case of the absence of any
officer of the Corporation or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may transfer the powers or duties of
that officer to any other officer or to any director or employee of the
Corporation, provided that a majority of the entire Board of Directors approves.

               SECTION 11.  RESIGNATION AND REMOVAL. Unless otherwise provided
in any contract with the Corporation, any officer may resign or be removed at
any time. An officer who intends to resign shall give written notice to the
Board of Directors in care of the president or the secretary. Removal of an
officer, with or without cause, may be effected by the Board of Directors.



                                                                               8

               SECTION 12.  VACANCIES. A vacancy occurring in any office may be
filled for the unexpired portion of the term of office by the Board of
Directors.

               SECTION 13.  COMPENSATION OF OFFICERS. The salaries of all
officers and agents of the Corporation shall be fixed by the Board of Directors.

                            ARTICLE V.: CAPITAL STOCK

               SECTION 1.   CONSIDERATION AND PAYMENT. The capital stock may be
issued for such consideration as may be fixed from time to time by the Board of
Directors, provided, however, that the consideration may not be less than the
par value of any of such stock having a par value. Payment of such consideration
may be made, in whole or in part, in (a) cash, securities or other property of
any description, or any interest therein, (b) labor or services rendered to or
for the benefit of the Corporation, or (c) shares, securities or other
obligations of the Corporation actually surrendered, cancelled or reduced,
provided such payment is not prohibited by law, the Articles of Incorporation or
these By-Laws. No certificate shall be issued for any shares until such shares
are fully paid.

               SECTION 2.   CERTIFICATES REPRESENTING SHARES. Each holder of the
capital stock of the Corporation shall be entitled to a certificate signed by
the president or a vice president and the secretary or an assistant secretary
except that such signatures may be facsimile. Upon each such certificate shall
appear such legend or legends as may be required by law or by any contract or
agreement to which the Corporation is a party. No certificate shall be valid
without such signatures and legends as are required hereby.

               When the Corporation is authorized to issue shares of more than
one class there shall be set forth upon the face or back of the certificate, or
the certificate shall have a statement that the Corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations and relative rights of the shares of each
class authorized to be issued and, if the Corporation is authorized to issue any
preferred or special class in series, the variations in the relative rights and
preferences between the shares of each such series so far as the same have been
fixed and determined and the authority of the Board of Directors to fix and
determine the relative rights and preferences of subsequent series.

               SECTION 3.   LOST CERTIFICATES. Whenever a person shall request
the issuance of a certificate of stock to replace a certificate alleged to have
been lost by theft, destruction or otherwise, the Board of Directors shall
require that such person make an affidavit to the fact of such loss before the
Board shall authorize the requested issuance. Before issuing a new certificate,
the Board may also require a bond of indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost.



                                                                               9

               SECTION 4.   TRANSFER OF STOCK. The Corporation or its transfer
agent shall register a transfer of a stock certificate, issue a new certificate
and cancel the old certificate upon presentation for transfer of a stock
certificate duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer if there has been compliance with any
applicable tax law relating to the collection of taxes and after the Corporation
or its agent has discharged any duty to inquire into any adverse claims of which
the Corporation or agent has notice. Notwithstanding the foregoing, no such
transfer shall be effected by the Corporation or its transfer agent if such
transfer is prohibited by law, by the Articles of Incorporation or a By-Law of
the Corporation or by any contract or agreement to which the Corporation is a
party.

               SECTION 5.   REGISTERED SHAREHOLDERS. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
notice thereof, except as expressly provided by the laws of Rhode Island.

                       ARTICLE VI.: DIVIDENDS AND RESERVES

               SECTION 1.   DIVIDENDS. Subject to any limitations or conditions
contained in the Articles of Incorporation, dividends may be declared by a
resolution duly adopted by the Board of Directors and may be paid in cash,
property or in shares of the capital stock of the Corporation.

               SECTION 2.   RESERVES. Before payment of any dividend or making
any distribution of profits, the Board of Directors may set aside out of any
funds available for dividends such sum or sums as the Board, in its absolute
discretion, may determine as a reserve or reserves to meet contingencies, to
equalize dividends, to repair or maintain property or to serve other purposes
conducive to the interests of the Corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.

                      ARTICLE VII.: SPECIAL CORPORATE ACTS

               SECTION 1.   All checks, drafts, notes, bonds, bills of exchange,
and orders for the payment of money of the Corporation; all deeds, mortgages
and other written contracts and agreements to which the Corporation shall be a
party; and all assignments or endorsements of stock certificates, registered
bonds or other securities owned by the Corporation shall be signed by the
president, and, if required by law, attested by the secretary or an assistant
secretary, unless otherwise directed by the Board of Directors or otherwise
required by law.



                                                                              10

                           ARTICLE VIII.: FISCAL YEAR

               SECTION 1.   The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

                          ARTICLE IX.: INDEMNIFICATION

               SECTION 1.   The Corporation shall have the power to indemnify
and reimburse shareholders, directors, officers, employees and agents as
provided for in Section 7-1.1-4.1 of the Business Corporation Act of the State
of Rhode Island, including any amendment to or substitutions for such Section
which may be made from time to time.

                        ARTICLE X.: AMENDMENT OF BY-LAWS

               SECTION 1.   These By-Laws may be amended or repealed or new
By-Laws may be adopted by the affirmative vote of the holders of a majority of
the stock entitled to vote at any meeting of shareholders or by the affirmative
vote of directors holding a majority of the directorships at any meeting of
directors provided that notice of such amendment, repeal or adoption of new
By-Laws be included in the notice of such meeting.

EX-3.69

                                                                    Exhibit 3.69

                                STATE OF VERMONT

                          OFFICE OF SECRETARY OF STATE


I, DEBORAH L. MARKOWITZ, SECRETARY OF STATE OF THE STATE OF VERMONT, DO HEREBY
CERTIFY THAT THE ATTACHED IS A CERTIFIED COPY OF




                              CORPORATION DOCUMENTS

                                       FOR
                              PJC OF VERMONT, INC.


                                          JULY 23, 2004


                                          GIVEN UNDER MY HAND AND THE SEAL
                                          OF THE STATE OF VERMONT, AT
                                          MONTPELIER, THE STATE CAPITAL


                                          /s/ DEBORAH L. MARKOWITZ

                                          DEBORAH L. MARKOWITZ
                                          SECRETARY OF STATE


[SEAL]



                            ARTICLES OF INCORPORATION

                                       OF

                               PJC OF VERMONT INC.



                                STATE OF VERMONT

                           Secretary of State's Office
                               Filed JUL 14, 1997

                               /s/ James F. Milne
                              --------------------
                               Secretary of State


                       Filing Fee of $ 75.00 has been paid

                                                                    VERMONT
                                                              SECRETARY OF STATE
                                                              97 JUL 14 PM 11:06



                            ARTICLES OF INCORPORATION

                                       OF

                               PJC OF VERMONT INC.


                                    ARTICLE I

                                      NAME

     The name of the corporation shall be PJC of Vermont Inc.

                                   ARTICLE II

                     REGISTERED OFFICE AND REGISTERED AGENT

     The initial registered office of the corporation shall be One Church
Street, City of Burlington, County of Chittenden, State of Vermont 05401, and
the initial registered agent at such address shall be Paul, Frank & Collins,
Inc.

                                   ARTICLE III

                                 OPERATING YEAR

     The fiscal year end shall be the last Saturday of May, or as fixed by the
board of directors from time to time.

                                   ARTICLE IV

                               GENERAL CORPORATION

     This corporation is a Vermont general corporation, formed pursuant to Title
11A of Vermont Statutes Annotated.

                                        1


                                    ARTICLE V

                                AUTHORIZED SHARES

     The aggregate number of shares the corporation shall have authority to
issue is: ten thousand (10,000) shares of one class of shares, said class
consisting of voting common shares. The sole class of shares shall have
unlimited voting rights and shall be entitled to receive the net assets of the
corporation upon dissolution.

                                   ARTICLE VI

                       SHAREHOLDER ACTION WITHOUT MEETING

     Action required or permitted to be taken by the shareholders of the
corporation at a shareholders' meeting may be taken without a meeting if the
action is taken by the holders of at least a majority of all of the shares
entitled to vote on the action, and if each shareholder is given prior notice of
the action proposed to be taken. Each action must be evidenced by one or more
written consents describing the action taken, signed by the holders of at least
a majority of the shares, and filed in the corporate minute book. Prompt notice
of any action taken by less than unanimous written consent in lieu of a meeting
shall be given to all shareholders entitled to vote on such action.

                                   ARTICLE VII

             GREATER QUORUM OR VOTING REQUIREMENTS FOR SHAREHOLDERS

     The shareholders of the corporation may adopt or amend a bylaw that fixes a
greater quorum or voting requirement for shareholders (or voting groups of
shareholders) than is required by the Vermont Business Corporation Act.

                                  ARTICLE VIII

                               DIRECTOR LIABILITY

     To the extent permitted by Section 2.02(b)(4) of the Vermont Business
Corporation Act, as the same may be supplemented and amended, no director of the
corporation shall be personally liable to the corporation or its shareholders
for money damages for any action taken, or any failure to take any action,
solely as a director, based on a failure to discharge his or her own duties in
accordance with Section 8.30 of the Vermont Business Corporation Act, as the
same may be supplemented and amended.

                                        2


                                   ARTICLE IX

                           INITIAL BOARD OF DIRECTORS

     Initially the corporation shall have three directors. The following
individuals shall serve as the corporation's initial directors:



Name                          Address
- ----                          -------
                        
Robert J. Grenier          72 Northshore Drive, Burlington, Vermont 05401

B. Michael Frye            RFD #2, Box 3860, Bristol, Vermont 05443

Michel Coutu               8 Tamarack Drive, East Greenwich, Rhode Island 02818


                                    ARTICLE X

                                  INCORPORATOR

     The name and address of the sole incorporator is:



Name                          Address
- ----                          -------
                        
Robert J. Grenier          72 Northshore Drive
                           Burlington, VT 05401


     Executed by the undersigned incorporator as of this 10th day of July, 1997.


                                  INCORPORATOR:


                                  /s/ Robert J. Grenier
                                  -----------------------------------
                                  Robert J. Grenier


                                  Category of Business for Vermont Department of
                                  Economic Development's Data Base: 45

                                        3

EX-3.70

                                                                    Exhibit 3.70

                                     BYLAWS
                                       OF
                               PJC OF VERMONT INC.

                               ARTICLE I. OFFICES

SECTION 1.1 BUSINESS OFFICE.

     The principal office of the corporation shall be located at any place
either within or outside the State of Vermont as designated in the corporation's
most current annual report filed with the Vermont Secretary of State. The
corporation may have such other offices, either within or without the State of
Vermont as the board of directors may designate or as the business of the
corporation may require from time to time. The corporation shall maintain at its
principal office a copy of certain records, as specified in Section 2.14 of
these bylaws.

SECTION 1.2 REGISTERED OFFICE.

     The registered office of the corporation shall be located within Vermont
and may be, but need not be, identical with the principal office (if located
within Vermont). The address of the registered office may be changed from time
to time.

                            ARTICLE II. SHAREHOLDERS

SECTION 2.1 ANNUAL SHAREHOLDER MEETING.

     The annual meeting of the shareholders shall be held on the _______ day of
____________in each year, beginning with the year 1998, or on such other day
within 120 days of the close of the corporation's fiscal year as shall be fixed
by the board of directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of Vermont,
such meeting shall be held on the next succeeding business day.

     If the election of directors shall not be held on the day designated herein
for any annual meeting of the shareholders, or at any subsequent continuation
after adjournment thereof, the board of directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as convenient.

SECTION 2.2 SPECIAL SHAREHOLDER MEETINGS.

     Special meetings of the shareholders, for any purpose or purposes described
in the meeting notice, may be called by the president, or by the board of
directors or by the secretary, and shall be called by the president or secretary
at the request of the holders of not less than one-tenth of all outstanding
votes of the corporation entitled to be cast on any issue at the meeting;

                                        1


provided that such request for a special meeting must be in writing and signed
and dated by holders of the required number of shares.

SECTION 2.3 PLACE OF SHAREHOLDER MEETING; TELECOMMUNICATIONS.

     The board of directors or the notice of meeting may designate any place,
either within or without the State of Vermont, as the place of meeting for any
annual or any special meeting of the shareholders, unless by written consents
(which may be in the form of waivers of notice or otherwise), all shareholders
entitled to vote at the meeting designate a different place, either within or
without the State of Vermont, as the place for the holding of such meeting. If
no designation is made by either the directors or unanimous action of the voting
shareholders, the place of meeting shall be the principal office of the
corporation in the State of Vermont. Rather than holding a meeting at a
designated location, any annual or special meeting of the shareholders may be
conducted by means of any telecommunications mechanism, including
video-conference telecommunication.

SECTION 2.4 NOTICE OF SHAREHOLDER MEETING.

     (a) REQUIRED NOTICE. Written notice stating the date, time and place of any
annual or special shareholder meeting shall be delivered not less than 10 nor
more than 60 days before the date of the meeting, either personally or by mail,
by or at the direction of the president, the board of directors, or other
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting and to any other shareholder entitled by the Vermont Business
Corporation Act or the articles of incorporation to receive notice of the
meeting. Notice shall be deemed to be effective at the earliest of: (1) when
deposited in the United States mail, correctly addressed to the shareholder at
his or her address as shown on the corporation's then current record of
shareholders, with first class postage thereon prepaid; (2) on the date shown on
the return receipt if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee; (3) when
received; or (4) five days after deposit in the United States mail, if mailed
postpaid and correctly addressed to an address other than that shown in the
corporation's then current record of shareholders.

     (b) ADJOURNED MEETING. If any shareholder meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
and place if the new date, time, and place is announced at the meeting before
adjournment. However, if a new record date for the adjourned meeting is, or must
be fixed (SEE Section 2.5), then notice must be given pursuant to the
requirements of paragraph (a) of this Section 2.4 to those persons who are
shareholders as of the new record date.

     (c)  WAIVER OF NOTICE. The shareholder may waive notice of the meeting (or
any notice required by the Vermont Business Corporation Act, articles of
incorporation, or bylaws) by a writing signed by the shareholder entitled to the
notice, which is delivered to the corporation (either before or after the date
and time stated in the notice) for inclusion in the minutes or filing with the
corporate records.

                                        2


     A shareholder's attendance at a meeting:

     (1)  waives objection to lack of notice or defective notice of the meeting,
          unless the shareholder at the beginning of the meeting objects to
          holding the meeting or transacting business at the meeting; and

     (2)  waives objection to consideration of a particular matter at the
          meeting that is not within the purpose or purposes described in the
          meeting notice, unless the shareholder makes timely objection to
          considering the matter when it is presented, or when the shareholder
          thereafter becomes aware that the matter has been presented.

     (d)  CONTENTS OF NOTICE. The notice of each special shareholder meeting
shall include a description of the purpose or purposes for which the meeting is
called. Except as provided in this Section 2.4(d), or as provided in the
corporation's articles, or otherwise in the Vermont Business Corporation Act,
the notice of an annual shareholder meeting need not include a description of
the purpose or purposes for which the meeting is called.

          If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the articles of incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property other than in the usual and
regular course of business; (4) the dissolution of the corporation; or (5) the
removal of a director, the notice must so state and be accompanied by a copy or
summary, as the case may be, of the: (1) articles of amendment; (2) plan of
merger or share exchange; or (3) transaction for disposition of all the
corporation's property. If the proposed corporate action creates dissenters'
rights, the notice must state that shareholders are or may be entitled to assert
dissenters' rights, and must be accompanied by a copy of Chapter 13 of the
Vermont Business Corporation Act. If the corporation issues, or authorizes the
issuance of shares for promissory notes, the corporation shall report in writing
to all the shareholders the number of shares authorized or issued, and the
consideration received with or before the notice of the next shareholder
meeting. Likewise, if the corporation indemnifies or advances expenses to a
director, such action shall be reported to all the shareholders with or before
notice of the next shareholder meeting.

SECTION 2.5 FIXING OF RECORD DATE.

     For the purpose of determining shareholders of any voting group entitled to
notice of or to vote at any meeting of shareholders, or shareholders entitled to
receive payment of any distribution or dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may fix in advance a date as the record date. Such record date shall
not be less than 10 nor more than 70 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no record date is so fixed by the board for the determination of shareholders
entitled to notice of, or to vote at a meeting of shareholders, or shareholders
entitled to receive a share dividend or distribution, the record date for
determination of such shareholders shall be at the close of business on:

                                        3


     (a)  With respect to an annual shareholder meeting or any special
          shareholder meeting called by the board or any person specifically
          authorized by the board or these bylaws to call such a meeting, the
          day before the first notice is delivered to shareholders;
     (b)  With respect to a special shareholder meeting demanded by the
          shareholders, the date the first shareholder signs the demand;
     (c)  With respect to the payment of a share dividend, the date the board
          authorizes the share dividend;
     (d)  With respect to actions taken in writing without a meeting (pursuant
          to Section 2.12), the date the first shareholder signs a consent; and
     (e)  With respect to a distribution to shareholders, (other than one
          involving a repurchase or reacquisition of shares), the date the board
          authorizes the distribution.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the board of directors fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.

SECTION 2.6 SHAREHOLDER LIST.

     The officer or agent having charge of the stock transfer books for shares
of the corporation shall make a complete record of the shareholders entitled to
vote at each meeting of shareholders thereof, arranged in alphabetical order,
with the address of and the number of shares held by each. The list must be
arranged by voting group (if such exists) and within each voting group by class
or series of shares. The shareholder list must be available for inspection by
any shareholder, beginning two business days after notice of the meeting is
given for which the list was prepared and continuing through the meeting. The
list shall be available at the corporation's principal office or at a place
identified in the meeting notice in the city where the meeting is to be held. A
shareholder, his or her agent, or attorney is entitled on written demand to
inspect and, subject to the requirements of Section 2.14, to copy the list
during regular business hours and at his or her expense, during the period it is
available for inspection. The corporation shall maintain the shareholder list in
written form or in another form capable of conversion into written form within a
reasonable time.

SECTION 2.7 SHAREHOLDER QUORUM AND VOTING REQUIREMENTS.

     If the articles of incorporation or the Vermont Business Corporation Act
provides for voting by a single voting group on a matter, action on that matter
is taken when voted upon by that voting group.

     Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation, a bylaw adopted pursuant to
Section 2.8, or the Vermont Business Corporation Act

                                        4


provides otherwise, a majority of the votes entitled to be cast on the matter by
the voting group constitutes a quorum of that voting group for action on that
matter.

     If the articles of incorporation or the Vermont Business Corporation Act
provides for voting by two or more voting groups on a matter, action on that
matter is taken only when voted upon by each of those voting groups counted
separately. Action may be taken by one voting group on a matter even though no
action is taken by another voting group entitled to vote on the matter.

     Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

     If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation, a bylaw adopted pursuant to Section 2.8, or the
Vermont Business Corporation Act requires a greater number of affirmative votes.

SECTION 2.8 INCREASING QUORUM OR VOTING REQUIREMENTS.

     For purposes of this Section 2.8, a "supermajority quorum" is a requirement
that more than a majority of the votes of the voting group be present to
constitute a quorum; and a "supermajority voting requirement" is any requirement
that requires the vote of more than a majority of affirmative votes of a voting
group at a meeting.

     The shareholders, but only if specifically authorized to do so by the
articles of incorporation, may adopt, amend, or delete a bylaw which fixes a
supermajority quorum or supermajority voting requirement.

     The adoption or amendment of a bylaw that adds, changes, or deletes a
supermajority quorum or supermajority voting requirement for shareholders must
meet the same quorum requirement and be adopted by the same vote and voting
groups required to take action under the quorum and voting requirement then in
effect or proposed to be adopted, whichever is greater.

     A bylaw that fixes a supermajority quorum or supermajority voting
requirement for shareholders may not be adopted, amended, or repealed by the
board of directors.

SECTION 2.9 PROXIES.

     At all meetings of shareholders, a shareholder may vote in person, or vote
by proxy which is executed in writing by the shareholder or which is executed by
his or her duly authorized attorney-in-faet. Such proxy shall be filed with the
secretary of the corporation or other person authorized to tabulate votes before
or at the time of the meeting. No proxy shall be valid after 11 months from the
date of its execution unless otherwise provided in the proxy.

                                        5


Every proxy shall be revocable at the pleasure of the shareholder executing it,
except where the proxy conspicuously states that it is irrevocable and the proxy
is coupled with an interest.

SECTION 2.10 VOTING OF SHARES.

     Unless otherwise provided in the articles of incorporation, each
outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.

     Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation are held by the corporation, shall be voted
at any meeting or counted in determining the total number of outstanding shares
at any given time for purposes of any meeting. Provided, however, the prior
sentence shall not limit the power of the corporation to vote any shares,
including its own shares, held by it in a fiduciary capacity.

     Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.

SECTION 2.11 CORPORATION'S ACCEPTANCE OF VOTES.

     (a)  If the name signed on a vote, consent, waiver, or proxy appointment
          corresponds to the name of a shareholder, the corporation, if acting
          in good faith, is entitled to accept the vote, consent, waiver, or
          proxy appointment and give it effect as the act of the shareholder.

     (b)  If the name signed on a vote, consent, waiver, or proxy appointment
          does not correspond to the name of its shareholder, the corporation,
          if acting in good faith, is nevertheless entitled to accept the vote,
          consent, waiver, or proxy appointment and give it effect as the act of
          the shareholder if:

          (1)  the shareholder is an entity as defined in the Vermont Business
               Corporation Act and the name signed purports to be that of an
               officer or agent of the entity;
          (2)  the name signed purports to be that of an administrator,
               executor, guardian, or conservator representing the shareholder
               and, if the corporation requests, evidence of fiduciary status
               acceptable to the corporation has been presented with respect to
               the vote, consent, waiver, or proxy appointment;
          (3)  the name signed purports to be that of a receiver or trustee in
               bankruptcy of the shareholder and, if the corporation requests,
               evidence of this status acceptable to the corporation has been
               presented with respect to the vote, consent, waiver, or proxy
               appointment;

                                        6


          (4)  the name signed purports to be that of a pledgee, beneficial
               owner, or attorney-in-fact of the shareholder and, if the
               corporation requests, evidence acceptable to the corporation of
               the signatory's authority to sign for the shareholder has been
               presented with respect to the vote, consent, waiver, or proxy
               appointment; or
          (5)  two or more persons are the shareholder as co-tenants or
               fiduciaries and the name signed purports to be the name of at
               least one of the co-owners and the person signing appears to be
               acting on behalf of all the co-owners.

     (c)  The corporation is entitled to reject a vote, consent, waiver, or
          proxy appointment if the secretary or other officer or agent
          authorized to tabulate votes, acting in good faith, has reasonable
          basis for doubt about the validity of the signature on it or about the
          signatory's authority to sign for the shareholder.

     (d)  The corporation and its officer or agent who accepts or rejects a
          vote, consent, waiver, or proxy appointment in good faith and in
          accordance with the standards of this section are not liable in
          damages to the shareholder for the consequences of the acceptance or
          rejection.

     (e)  Corporate action based on the acceptance or rejection of a vote,
          consent, waiver, or proxy appointment under this section is valid
          unless a court of competent jurisdiction determines otherwise.

SECTION 2.12 INFORMAL ACTION BY SHAREHOLDERS.

     Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more consents in writing,
setting forth the actions so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof and are delivered to
the corporation for inclusion in the minute book. If the act to be taken
requires that notice be given to non-voting shareholders, the corporation shall
give the non-voting shareholders written notice of the proposed action at least
10 days before the action is taken, which notice shall contain or be accompanied
by the same material that would have been required if a formal meeting had been
called to consider the action.

     Action may be taken by consent of a majority of the shareholders entitled
to vote thereon to the extent permitted, and in accordance with the procedures
set forth, in the articles of incorporation.

     A consent signed under this section has the effect of a meeting vote and
may be described as such in any document.

                                        7


SECTION 2.13 VOTING FOR DIRECTORS.

     Unless otherwise provided in the articles of incorporation, directors are
elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present.

SECTION 2.14 SHAREHOLDER'S RIGHTS TO INSPECT CORPORATE RECORDS.

     (a)  MINUTES AND ACCOUNTING RECORDS. The corporation shall keep as
          permanent records minutes of all meetings of its shareholders and
          board of directors, a record of all actions taken by the shareholders
          or board of directors without a meeting, and a record of all actions
          taken by a committee of the board of directors in place of the board
          of directors on behalf of the corporation. The corporation shall
          maintain appropriate accounting records.

     (b)  ABSOLUTE INSPECTION RIGHTS OF RECORDS REQUIRED AT PRINCIPAL OFFICE. If
          a shareholder gives the corporation written notice of his or her
          demand at least five business days before the date on which the
          shareholder wishes to inspect and copy, the shareholder (or his or her
          agent or attorney) has the right to inspect and copy, during regular
          business hours, any of the following records, all of which the
          corporation is required to keep at its principal office (or, if such
          office is not in Vermont, at its registered office in Vermont):

          (1)  its articles or restated articles of incorporation and all
               amendments to them currently in effect;
          (2)  its bylaws or restated bylaws and all amendments to them
               currently in effect;
          (3)  resolutions adopted by its board of directors creating one or
               more classes or series of shares, and fixing their relative
               rights, preferences, and limitations, if shares issued pursuant
               to those resolutions are outstanding;
          (4)  the minutes of all shareholders' meetings, and records of all
               action taken by shareholders without a meeting;
          (5)  all written communications to shareholders generally within the
               past three years, including the financial statements furnished
               for the past three years to the shareholders;
          (6)  a list of the names and business addresses of its current
               directors and officers; and
          (7)  its most recent annual report delivered to the Secretary of
               State.

     (c)  CONDITIONAL INSPECTION RIGHT. In addition, if a shareholder gives the
          corporation a written demand made in good faith and for a proper
          purpose at least five business days before the date on which he or she
          wishes to inspect and copy, he or she describes with reasonable
          particularity his or her purpose and the records he or she desires to
          inspect, and the records are directly connected with his or her
          purpose, a shareholder of the corporation (or his or her agent or
          attorney) is entitled to

                                        8


          inspect and copy, during regular business hours at a reasonable
          location specified by the corporation, any of the following records of
          the corporation:

          (1)  accounting records of the corporation; and
          (2)  the record of shareholders (compiled no earlier than the date of
               the shareholder's demand).

     (d)  COPY COSTS. The right to copy records includes, if reasonable, the
          right to receive copies made by photographic, xerographic, or other
          means. The corporation may impose a reasonable charge, covering the
          costs of labor and material, for copies of any documents provided to
          the shareholder. The charge may not exceed the estimated cost of
          production or reproduction of the records.

     (e)  SHAREHOLDER INCLUDES BENEFICIAL OWNER. For purposes of this Section
          2.14, the term "shareholder" shall include a beneficial owner whose
          shares are held in a voting trust or by a nominee on his or her
          behalf.

SECTION 2.15 FINANCIAL STATEMENTS SHALL BE FURNISHED TO THE SHAREHOLDERS.

     (a)  The corporation shall furnish its shareholders annual financial
          statements (which may be consolidated or combined statements of the
          corporation and one or more of its subsidiaries, as appropriate) that
          include a balance sheet as of the end of the fiscal year, an income
          statement for that year, and a statement of changes in shareholders'
          equity for the year unless that information appears elsewhere in the
          financial statements. If financial statements are prepared for the
          corporation on the basis of generally accepted accounting principles,
          the annual financial statements for the shareholders also must be
          prepared on that basis.

     (b)  If the annual financial statements are reported upon by a public
          accountant, his or her report must accompany them. If not reported
          upon by a public accountant, the statements must be accompanied by a
          statement of the president or the person responsible for the
          corporation's accounting records:

          (1)  stating his or her reasonable belief whether the statements were
               prepared on the basis of generally accepted accounting principles
               and, if not, describing the basis of preparation; and
          (2)  describing any respect in which the statements were not prepared
               on a basis of accounting consistent with the statements prepared
               for the preceding year.

     (c)  The corporation shall mail the annual financial statements to each
          shareholder within 120 days after the close of each fiscal year.
          Thereafter, on written request from a shareholder who was not mailed
          the statements, the corporation shall mail to the shareholder the
          latest financial statements.

                                        9


SECTION  2.16 DISSENTERS' RIGHTS.

     Each shareholder shall have the right to dissent from and obtain payment of
the fair value of his or her shares when so authorized by the Vermont Business
Corporation Act, the articles of incorporation, these bylaws, or in a resolution
of the board of directors.

                         ARTICLE III. BOARD OF DIRECTORS

SECTION 3.1 GENERAL POWERS.

     Unless the articles of incorporation have dispensed with or limited the
authority of the board of directors by describing who will perform some or all
of the duties of a board of directors, all corporate powers shall be exercised
by or under the authority of, and the business and affairs of the corporation
shall be managed under the direction of, the board of directors.

SECTION 3.2 NUMBER, TENURE, AND QUALIFICATIONS OF DIRECTORS.

     Unless otherwise provided in the articles of incorporation, the number of
directors of the corporation shall be at least three (3) persons, the exact
number to be determined by the shareholders at any meeting; provided that, if
the number of shareholders is less than three (3), the number of directors may
be a minimum number equal to the number of shareholders. If the articles of
incorporation do not name the initial directors, the incorporators shall
determine the number of directors on the initial board. Each director shall hold
office until the next annual meeting of shareholders or until removed. However,
if his or her term expires, the director shall continue to serve until his or
her successor shall have been elected and qualified or until there is a decrease
in the number of directors. A majority of the directors shall be both citizens
of the United States of America and residents of the State of Vermont.

SECTION 3.3 REGULAR MEETINGS OF THE BOARD OF DIRECTORS.

     A regular meeting of the board of directors shall be held without other
notice than this bylaw immediately after, and at the same place as, the annual
meeting of shareholders. The board of directors may provide, by resolution, the
time and place (which may be within or without the State of Vermont) for the
holding of additional regular meetings without other notice than such
resolution. As is provided by Section 3.7 of these bylaws, any such regular
meeting may be held by telephone.

SECTION 3.4 SPECIAL MEETINGS OF THE BOARD OF DIRECTORS.

     Special meetings of the board of directors may be called by or at the
request of the president or any one director. The person authorized to call
special meetings of the board of directors may fix any place either within or
without the State of Vermont as the place for holding any special meeting of the
board of directors. As is provided by Section 3.7 of these bylaws, such meeting
may be held by telephone.

                                       10


SECTION 3.5 NOTICE OF, AND WAIVER OF NOTICE FOR, SPECIAL DIRECTOR MEETINGS.

     Unless the articles of incorporation provide for a longer or shorter
period, notice of any special director meeting shall be given at least two
business days prior thereto either orally or in writing. If mailed, notice of
any director meeting shall be deemed to be effective at the earliest of: (1)
when received; (2) five days after deposited in the United States mail,
addressed to the director's business office, with postage thereon prepaid; or
(3) the date shown on the return receipt if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of the
director. Any director may waive notice of any meeting. Except as provided in
the next sentence, the waiver must be in writing, signed by the director
entitled to the notice, and filed with the minutes or corporate records. The
attendance (including participation by telephone) of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business and at the beginning of the meeting (or promptly upon his or her
arrival) objects to holding the meeting or transacting business at the meeting,
and does not thereafter vote for or assent to action taken at the meeting.
Unless required by the articles of incorporation, neither the business to be
transacted at, nor the purpose of, any special meeting of the board of directors
need be specified in the notice or waiver of notice of such meeting.

SECTION 3.6 DIRECTOR QUORUM.

     Only the full number of directors shall constitute a quorum for the
transaction of business at any meeting of the board of directors. Any amendment
to this quorum requirement is subject to the provisions of Section 3.8 of these
bylaws.

SECTION 3.7 DIRECTORS, MANNER OF ACTING.

     Only the UNANIMOUS act of the directors present at a meeting at which a
quorum is present (i.e., all of the directors) when the vote is taken shall be
the act of the board of directors. Any amendment which changes the number of
directors needed to take action is subject to the provisions of Section 3.8 of
these bylaws.

     Unless the articles of incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.

     A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed to
have assented to the action taken unless: (1) the director objects at the
beginning of the meeting (or promptly upon his or her arrival) to holding it or
transacting business at the meeting; or (2) his or her dissent or abstention
from the action taken is entered in the minutes of the meeting; or (3) the
director delivers written notice of his or her dissent or abstention to the
presiding officer of the meeting before its

                                       11


adjournment. The right of dissent or abstention is not available to a director
who votes in favor of the action taken.

SECTION 3.8 ESTABLISHING A SUPERMAJORITY QUORUM OR VOTING REQUIREMENT FOR THE
BOARD OF DIRECTORS.

     For the purposes of this Section 3.8, a "supermajority quorum" is a
requirement that more than a majority of the directors in office must be present
to constitute a quorum, and a "supermajority voting requirement" is any
requirement that requires the vote of more than a majority of those directors
present at a meeting at which a quorum is present in order to be the act of the
directors. Since Section 3.6 hereof provides that only the full number of
directors shall constitute a quorum, and Section 3.7 hereof provides that the
act of such quorum shall require a unanimous vote, these Bylaws contain both a
supermajority quorum AND a supermajority voting requirement for the purposes of
this Section 3.8.

     A bylaw that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:

          (1)  if originally adopted by the shareholders, only by the
               shareholders (unless otherwise provided by the shareholders); or
          (2)  if originally adopted by the board of directors, either by the
               shareholders or by the board of directors.

     A bylaw adopted or amended by the shareholders that fixes a supermajority
quorum or supermajority voting requirement for the board of directors may
provide that it may be amended or repealed only by a specified vote of either
the shareholders or the board of directors.

     Subject to the provisions of the preceding paragraph, action by the board
of directors to adopt, amend, or repeal a bylaw that changes the quorum or
voting requirement for the board of directors must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.

SECTION 3.9 DIRECTOR ACTION WITHOUT A MEETING.

     Unless the articles of incorporation provide otherwise, any action required
or permitted to be taken by the board of directors at a meeting may be taken
without a meeting if all the directors take the action, each one signs a written
consent describing the action taken, and the consents are filed with the records
of the corporation. Action taken by consent is effective when the last director
signs the consent, unless the consent specifies a different effective date. A
signed consent has the effect of a meeting vote and may be described as such in
any document.

                                       12


SECTION 3.10 REMOVAL OF DIRECTORS.

     The shareholders may remove one or more directors at a meeting called for
that purpose if notice has been given that a purpose of the meeting is such
removal. The removal may be with or without cause unless the articles of
incorporation provide that directors may be removed only for cause. If a
director is elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove him or her. If
cumulative voting is authorized, a director may not be removed if the number of
votes sufficient to elect him or her under cumulative voting is voted against
his or her removal. If cumulative voting is not authorized, a director may be
removed only if the number of votes cast to remove him or her exceeds the number
of votes cast not to remove him or her.

SECTION 3.11 BOARD OF DIRECTOR VACANCIES.

     Unless the articles of incorporation provide otherwise, if a vacancy occurs
on the board of directors, including a vacancy resulting from an increase in the
number of directors, the shareholders may fill the vacancy. During such time
that the shareholders fail or are unable to fill such vacancies, then and until
the shareholders act:

          (1)  the board of directors may fill the vacancy; or
          (2)  if the directors remaining in office constitute fewer than a
               quorum of the board, they may fill the vacancy by the affirmative
               vote of all the directors remaining in office.

     If the vacancy causes the corporation's non-compliance with Title 7,
Vermont Statutes Annotated, the shareholders or the directors (as provided in
the previous paragraph and subparagraphs) shall fill such vacancy immediately to
ensure compliance with Title 7. In all events, the filling of any vacancy on the
board of directors shall not jeopardize the corporation's compliance with
Title 7.

     If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders.

     A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

     The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. Despite the expiration of
his or her term, the director shall continue to serve until his or her successor
is elected and qualifies or until there is a decrease in the number of
directors.

                                       13


SECTION 3.12 DIRECTOR COMPENSATION.

     Unless otherwise provided in the articles of incorporation, by resolution
of the board of directors, each director may be paid his or her expenses, if
any, of attendance at each meeting of the board of directors, and may be paid a
stated salary as director or a fixed sum for attendance at each meeting of the
board of directors or both. No such payment shall preclude any director from
serving the corporation in any capacity and receiving compensation therefor.

SECTION 3.13 DIRECTOR COMMITTEES.

          (a)  CREATION OF COMMITTEES. Unless the articles of incorporation
               provide otherwise, the board of directors may create one or more
               committees and appoint members of the board of directors to serve
               on them. Each committee must have three or more members, who
               serve at the pleasure of the board of directors.

          (b)  SELECTION OF MEMBERS. The creation of a committee and appointment
               of members to it must be approved by the numbers required by
               Section 3.7 to take action.

          (c)  REQUIRED PROCEDURES. Sections 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 of
               these bylaws, which govern meetings, action without meetings,
               notice and waiver of notice, quorum and voting requirements of
               the board of directors, apply to committees and their members.

          (d)  AUTHORITY. Unless limited by the articles of incorporation, each
               committee may exercise those aspects of the authority of the
               board of directors which the board of directors confers upon such
               committee in the resolution creating the committee; provided,
               however, a committee may not:

               (1)  authorize distributions;
               (2)  approve or propose to shareholders action that the Vermont
                    Business Corporation Act requires be approved by
                    shareholders;
               (3)  fill vacancies on the board of directors or on any of its
                    committees;
               (4)  amend the articles of incorporation pursuant to the
                    authority of directors to do so granted by the Vermont
                    Business Corporation Act;
               (5)  adopt, amend, or repeal bylaws;
               (6)  approve a plan of merger not requiring shareholder approval;
               (7)  authorize or approve reacquisition of shares, except
                    according to a formula or method prescribed by the board of
                    directors; or
               (8)  authorize or approve the issuance or sale or contract for
                    sale of shares, or determine the designation and relative
                    rights, preferences, and limitations of a class or series of
                    shares, except that the board of directors may authorize a
                    committee (or a senior

                                       14


                    executive officer of the corporation) to do so within limits
                    specifically prescribed by the board of directors.

                              ARTICLE IV. OFFICERS

SECTION 4.1 NUMBER OF OFFICERS.

     The officers of the corporation shall be a president and a secretary, each
of whom shall be appointed by the board of directors. Such other officers and
assistant officers as may be deemed necessary, including a treasurer and any
vice-presidents, may be appointed by the board of directors. If specifically
authorized by the board of directors, an officer may appoint one or more
officers or assistant officers. The same individual may simultaneously hold more
than one office in the corporation, except that the offices of president and
secretary may not be held by the same person.

SECTION 4.2 APPOINTMENT AND TERM OF OFFICE.

     The officers of the corporation shall be appointed by the board of
directors for a term as determined by the board of directors. (The designation
of a specified term grants to the officer no contract rights, and the board
shall have the right to remove the officer at any time prior to the termination
of such term.) If no term is specified, they shall hold office until they
resign, die, or until they are removed in the manner provided in Section 4.3.

SECTION 4.3 REMOVAL OF OFFICERS.

     Any officer or agent may be removed by the board of directors at any time,
with or without cause. Such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Appointment of an officer or agent
shall not of itself create contract rights.

SECTION 4.4 THE PRESIDENT.

     The president shall be the principal executive officer of the corporation
and, subject to the control of the board of directors, shall in general
supervise and control all of the business and affairs of the corporation. The
president shall, when present, preside at all meetings of the shareholders and
of the board of directors. The president may sign, with the secretary or any
other proper officer of the corporation so authorized by the board of directors,
certificates for shares of the corporation and deeds, mortgages, bonds,
contracts, or other instruments which the board of directors has authorized to
be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the board of directors or by these bylaws to some other
officer or agent of the corporation, or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties incident to the
office of president and such other duties as may be prescribed by the board of
directors from time to time.

                                       15


SECTION 4.5 THE VICE-PRESIDENTS.

     If appointed, in the absence of the president or in the event of his or her
death, inability or refusal to act, the vice-president (or in the event there be
more than one vice-president, the vice-presidents in the order designated at the
time of their appointment, or in the absence of any designation, then in the
order of their appointment) shall perform the duties of the president and, when
so acting, shall have all the powers of and be subject to all the restrictions
upon the president. (If there is no vice-president, then the treasurer, if any,
shall perform such duties of the president.) Any vice-president may sign, with
the secretary or an assistant secretary, certificates for shares of the
corporation the issuance of which have been authorized by resolution of the
board of directors; and shall perform such other duties as from time to time may
be assigned to him or her by the president or by the board of directors.

SECTION 4.6 THE SECRETARY.

     The secretary shall: (a) keep the minutes of the proceedings of the
shareholders and of the board of directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (c) be custodian of the
corporate records and of any seal of the corporation and, if there is a seal of
the corporation, see that it is affixed to all documents the execution of which
on behalf of the corporation requires its seal; (d) when requested or required,
authenticate any records of the corporation; (e) keep a register of the post
office address of each shareholder which shall be furnished to the secretary by
such shareholder; (f) sign with the president, or a vice-president, certificates
for shares of the corporation, the issuance of which shall have been authorized
by resolution of the board of directors; (g) have general charge of the stock
transfer books of the corporation; and (h) in general perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned to him or her by the president or by the board of directors.

SECTION 4.7 THE TREASURER.

     If appointed, the treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation; (b) receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies, or other depositaries as shall be selected by the board
of directors; and (c) in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him or her by the president or by the board of directors. If required by the
board of directors, the treasurer shall give a bond for the faithful discharge
of his or her duties in such sum and with such surety or sureties as the board
of directors shall determine.

SECTION 4.8 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.

     The assistant secretaries, when authorized by the board of directors, may
sign with the president or a vice-president certificates for shares of the
corporation the issuance of which shall

                                       16


have been authorized by a resolution of the board of directors. The assistant
treasurers shall, if required by the board of directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
board of directors shall determine. The assistant secretaries and assistant
treasurers, in general, shall perform such duties as shall be assigned to them
by the secretary or the treasurer, respectively, or by the president or the
board of directors.

SECTION 4.9 SALARIES.

     The salaries of the officers shall be fixed from time to time by the board
of directors.

               ARTICLE V. INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              AGENTS, AND EMPLOYEES

SECTION 5.1 INDEMNIFICATION OF DIRECTORS.

     Unless otherwise provided in the articles of incorporation, the corporation
shall indemnify any individual made a party to a proceeding because the
individual is or was a director of the corporation, against liability incurred
in the proceeding, but only if the corporation has authorized the payment in
accordance with Section 8.55 of the Vermont Business Corporation Act and a
determination has been made in accordance with the procedures set forth in
Section 8.55 of the Vermont Business Corporation Act that the director met the
standards of conduct and other requirements set forth in paragraphs (a), (b),
and (c) below.

          (a)  STANDARD OF CONDUCT

               The individual shall demonstrate that:

               (1)  the director conducted himself or herself in good faith; and
               (2)  the director reasonably believed:

                    (i)  in the case of conduct in his or her official capacity
                         with the corporation, that his or her conduct was in
                         the corporation's best interests;
                    (ii) in all other cases, that his or her conduct was at
                         least not opposed to the corporation's best interests;
                         and

               (3)  in the case of any proceeding brought by a governmental
                    entity, the director had no reasonable cause to believe his
                    or her conduct was unlawful, and the director is not finally
                    found to have engaged in a reckless or intentional unlawful
                    act.

          (b)  NO INDEMNIFICATION PERMITTED IN CERTAIN CIRCUMSTANCES

               The corporation shall not indemnify a director under this
               Section 5.1:

                                       17


                    (i)  in connection with a proceeding by or in the right of
                         the corporation in which the director was adjudged
                         liable to the corporation; or
                    (ii) in connection with any other proceeding charging
                         improper personal benefit to the director, whether or
                         not involving action in his or her official capacity,
                         in which the director was adjudged liable on the basis
                         that personal benefit was improperly received by him or
                         her.

          (c)  INDEMNIFICATION IN DERIVATIVE ACTIONS LIMITED

               Indemnification permitted under this Section 5.1 in connection
               with a proceeding by or in the right of the corporation is
               limited to reasonable expenses incurred in connection with the
               proceeding.

SECTION 5.2 ADVANCE EXPENSES FOR DIRECTORS.

     If a determination is made, following the procedures of Section 8.55 of the
Vermont Business Corporation Act that the director has met the following
requirements; and if an authorization of payment is made, following the
procedures and standards set forth in Section 8.55 of the Vermont Business
Corporation Act, then, unless otherwise provided in the articles of
incorporation, the corporation shall pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding, if:

               (1)  the director furnishes the corporation a written affirmation
                    of his or her good faith belief that the director has met
                    the standard of conduct described in Section 5.1 of these
                    bylaws;

               (2)  the director furnishes the corporation a written
                    undertaking, executed personally or on his or her behalf, to
                    repay the advance if it is ultimately determined that the
                    director did not meet the standard of conduct (which
                    undertaking must be an unlimited general obligation of the
                    director but need not be secured and may be accepted without
                    reference to financial ability to make repayment); and

               (3)  a determination is made that the facts then known to those
                    making the determination would not preclude indemnification
                    under Section 5.1 of these bylaws or Chapter 8, Subchapter 5
                    of the Vermont Business Corporation Act.

SECTION 5.3 INDEMNIFICATION OF OFFICERS, AGENTS, AND EMPLOYEES WHO ARE NOT
DIRECTORS.

     Unless otherwise provided in the articles of incorporation, the board of
directors may indemnify and advance expenses to any officer, employee, or agent
of the corporation, who is not

                                       18


a director of the corporation, to the same extent as a director, as determined
by the general or specific action of the board of directors.

SECTION 5.4 MANDATORY INDEMNIFICATION.

     Unless limited by the articles of incorporation, a corporation shall
indemnify a director and an officer of the corporation in accordance with
Sections 8.52 and 8.56 of the Vermont Business Corporation Act.

SECTION 5.5 INSURANCE.

     Notwithstanding the foregoing, no individual for whom indemnification is
intended hereunder shall be indemnified for any cost or liability for which
coverage and reimbursement are provided under an insurance policy.

SECTION  5.6 NOTICE TO SHAREHOLDERS REGARDING INDEMNIFICATION.

     If the corporation indemnifies or advances expenses to a director in
connection with a proceeding by or in the right of the corporation, the
corporation shall report the indemnification or advance in writing to the
shareholders with or before the notice of the next shareholders' meeting.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 6.1 CERTIFICATES FOR SHARES.

          (a)  CONTENT

               Certificates representing shares of the corporation shall, at a
               minimum, state on their face the name of the issuing corporation
               and that it is organized under the laws of Vermont; the name of
               the person to whom issued; and the number and class of shares and
               the designation of the series, if any, the certificate
               represents; and be in such form as determined by the board of
               directors. Certificates shall state conspicuously, either on
               their face or on their back, the existence of restrictions on
               transfer of shares, if any. Such certificates shall be signed
               (either manually or by facsimile) by the president or a
               vice-president and by the secretary or an assistant secretary or
               the treasurer and may be sealed with a corporate seal or a
               facsimile thereof.

                                       19


          (b)  LEGEND AS TO CLASS OR SERIES

               If the corporation is authorized to issue different classes of
               shares or different series within a class, the designations,
               relative rights, preferences, and limitations applicable to each
               class; and the variations in rights, preferences, and limitations
               determined for each series (and the authority of the board of
               directors to determine variations for future series); and the
               corporation's right, if any, to make distributions pursuant to
               Section 6.40(c)(2) of the Vermont Business Corporation Act which
               may impair preferential rights must be summarized on the front or
               back of each certificate. Alternatively, each certificate may
               state conspicuously on its front or back that the corporation
               will furnish the shareholder the above-listed information on
               request in writing and without charge.

          (c)  SHAREHOLDER LIST

               The name and address of the person to whom the shares represented
               thereby are issued, with the number of shares and date of issue,
               shall be entered on the stock transfer books of the corporation.

          (d)  TRANSFERRING SHARES

               All certificates surrendered to the corporation for transfer
               shall be cancelled and no new certificate shall be issued until
               the former certificate for a like number of shares shall have
               been surrendered and cancelled, except that in the case of a
               lost, destroyed, or mutilated certificate, a new one may be
               issued therefor upon such terms and indemnity to the corporation
               as the board of directors may prescribe.

SECTION 6.2 SHARES WITHOUT CERTIFICATES.

          (a)  ISSUING SHARES WITHOUT CERTIFICATES

               Unless the articles of incorporation provide otherwise, the board
               of directors may authorize the issue of some or all of the shares
               of any or all of its classes or series without certificates. The
               authorization does not affect shares already represented by
               certificates until they are surrendered to the corporation.

          (b)  INFORMATION STATEMENT REQUIRED

               Within a reasonable time after the issue or transfer of shares
               without certificates, and at least annually thereafter, the
               corporation shall send the shareholder a written statement
               containing at a minimum:

                                       20


               (1)  the name of the issuing corporation and that it is organized
                    under the laws of Vermont;
               (2)  the name of the person to whom issued;
               (3)  the number and class of shares and the designation of the
                    series, if any, of the issued shares; and
               (4)  the existence of restrictions on transfer of the issued
                    shares.

                    If the corporation is authorized to issue different classes
                    of shares or different series within a class, the written
                    statement shall describe the designations, relative rights,
                    preferences, and limitations applicable to each class; and
                    the variations in rights, preferences, and limitations
                    determined for each series (and the authority of the board
                    of directors to determine variations for future series); and
                    the corporation's right, if any, to make distributions
                    pursuant to Section 6.40(c)(2) of the Vermont Business
                    Corporation Act which may impair preferential rights.

SECTION 6.3 REGISTRATION OF THE TRANSFER OF SHARES.

     Registration of the transfer of shares of the corporation shall be made
only on the stock transfer books of the corporation. In order to register a
transfer, the record owner shall surrender the shares to the corporation for
cancellation, properly endorsed by the appropriate person or persons with
reasonable assurances that the endorsements are genuine and effective. Unless
the corporation has established a procedure by which a beneficial owner of
shares held by a nominee is to be recognized by the corporation as the owner,
the person in whose name shares stand on the books of the corporation shall be
deemed by the corporation to be the owner thereof for all purposes.

SECTION 6.4 RESTRICTIONS ON TRANSFER OF SHARES PERMITTED.

     The articles of incorporation, bylaws, an agreement among shareholders, or
an agreement between shareholders and the corporation may impose restrictions on
the transfer or registration of transfer of shares (including any security
convertible into or carrying a right to subscribe for or acquire shares). A
restriction does not affect shares issued before the restriction was adopted
unless the holders of such shares agree in writing to the restriction or voted
in favor of the restriction.

     A restriction on the transfer or registration of transfer of shares may be
authorized:

               (1)  to maintain the corporation's status when it is dependent on
                    the number or identity of its shareholders;
               (2)  to preserve exemptions under federal or state securities
                    law;
               (3)  for any other reasonable purpose.

     A restriction on the transfer or registration of transfer of shares may:

                                       21


               (1)  obligate the shareholder first to offer the corporation or
                    other persons (separately, consecutively, or simultaneously)
                    an opportunity to acquire the restricted shares;
               (2)  obligate the corporation or other persons (separately,
                    consecutively, or simultaneously) to acquire the restricted
                    shares;
               (3)  require the corporation, the holders of any class of its
                    shares, or another person to approve the transfer of the
                    restricted shares, if the requirement is not manifestly
                    unreasonable;
               (4)  prohibit the transfer of the restricted shares to designated
                    persons or classes of persons, if the prohibition is not
                    manifestly unreasonable.

     A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this Section 6.4 and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by Section 6.2 of these bylaws with regard to
shares issued without certificates. Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.

SECTION 6.5 ACQUISITION OF SHARES.

     The corporation may acquire its own shares and shares so acquired
constitute authorized but unissued shares.

     If the articles of incorporation prohibit the reissue of acquired shares,
the number of authorized shares is reduced by the number of shares acquired,
effective upon amendment of the articles of incorporation, which amendment shall
be adopted by the shareholders or by the board of directors without shareholder
action. The articles of amendment must be delivered to the Vermont Secretary of
State and must set forth:

               (1)  the name of the corporation;
               (2)  the reduction in the number of authorized shares, itemized
                    by class and series; and
               (3)  the total number of authorized shares, itemized by class and
                    series, remaining after reduction of the shares.

                           ARTICLE VII. DISTRIBUTIONS

SECTION 7.1 DISTRIBUTIONS.

     The board of directors may authorize, and the corporation may make,
distributions (including dividends on its outstanding shares) in the manner and
upon the terms and conditions provided by law and in the corporation's articles
of incorporation.

                                       22


                    ARTICLE VIII. CORPORATE SEAL; FISCAL YEAR

SECTION 8.1 CORPORATE SEAL.

     The board of directors may provide a corporate seal which may be circular
in form and have inscribed thereon any designation including the name of the
corporation, Vermont as the state of incorporation, and the words "Corporate
Seal."

SECTION 8.2 FISCAL YEAR.

     The fiscal year of the corporation shall be fixed by the Board of Directors
from time to time, subject to applicable law.

                             ARTICLE IX. AMENDMENTS

SECTION 9.1 AMENDMENTS.

     The corporation's board of directors may amend or repeal the corporation's
bylaws unless:

               (1)  the articles of incorporation or the Vermont Business
                    Corporation Act reserve this power exclusively to the
                    shareholders in whole or part; or

               (2)  the shareholders in adopting, amending, or repealing a
                    particular bylaw provide expressly that the board of
                    directors may not amend or repeal that bylaw; or

               (3)  the bylaw either establishes, amends, or deletes a
                    supermajority shareholder quorum or voting requirement (as
                    defined in Section 2.8 of these bylaws).

     Any amendment which changes the voting or quorum requirement for the board
must comply with Section 3.8 of these bylaws, and for the shareholders, must
comply with Section 2.8 of these bylaws.

     The corporation's shareholders may amend or repeal the corporation's bylaws
even though the bylaws may also be amended or repealed by its board of
directors.

                                       23


                            ARTICLE X. MISCELLANEOUS

SECTION 10.1 REFERENCES TO VERMONT ACT.

     All references in these bylaws to the Vermont Business Corporation Act and
sections thereof shall mean and include said Act and sections as they may be
amended or supplemented.

SECTION 10.2 EFFECT OF SHAREHOLDERS' AGREEMENT.

     To the extent permitted by law, in the event that these bylaws are
inconsistent with provisions of an agreement among all or some of the
shareholders and the corporation, the provisions of such agreement shall govern
to the extent of any inconsistency, and the inconsistent provisions of these
bylaws shall be deemed to be replaced thereby.

                                       24

EX-3.71

                                                                    Exhibit 3.71

[LOGO]    STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
          OFFICE OF THE SECRETARY OF STATE

          MATTHEW A. BROWN
          SECRETARY OF STATE


                               DATE: JULY 23, 2004


                           P.J.C. OF WEST WARWICK, INC.
                                    (3 PAGES)


                A TRUE COPY WITNESSED UNDER THE SEAL OF THE STATE
                   OF RHODE ISLAND AND PROVIDENCE PLANTATIONS


                                                         /s/ MATTHEW A. BROWN
                                                          SECRETARY OF STATE

                                                         BY /s/ [ILLEGIBLE]
                                                           ---------------------

[SEAL]

                                     [SEAL]



FILING FEE: $150.00                                            ID NUMBER: 117072

[LOGO]         STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS           [SEAL]
                        Office of the Secretary of State
                              Corporations Division
                              100 North Main Street
                       Providence, Rhode Island 02903-1335

                              BUSINESS CORPORATION

                                   ----------

                            ARTICLES OF INCORPORATION
                       (TO BE FILED IN DUPLICATE ORIGINAL)

The undersigned acting as incorporator(s) of a corporation under Chapter 7-1.1
of the General Laws, 1956, as amended, adopt(s) the following Articles of
Incorporation for such corporation:

1.   The name of the corporation is P.J.C. OF WEST WARWICK, INC.
(This is a close corporation pursuant to Section 7-1.1-51 of the General Laws,
1956, as amended.) (Strike if inapplicable.)

2.   The period of its duration is (if perpetual, so state) PERPETUAL

3.   The specific purpose or purposes for which the corporation is organized
     are:
     TO PURCHASE, CONVEY, DEVELOP, ENCUMBER OR OTHERWISE USE REAL AND PERSONAL
     PROPERTY; AND FOR ANY PURPOSE AS IS PERMITTED BY RIGL SECTION 7-1.1-1 ET
     SEQ.

4.   The aggregate number of shares which the corporation shall have authority
     to issue is:

     (a)  IF ONLY ONE CLASS: Total number of shares 1,000 (If the authorized
     shares are to consist of one class only state the par value of such shares
     or a statement that all of such shares are to be without par value.):

     THE SHARES ARE TO BE OF NO PAR VALUE.
                                       OR
          (b) IF MORE THAN ONE CLASS: Total number of shares ________ (State (A)
     the number of shares of each class thereof that are to have a par value and
     the par value of each share of each such class, and/or (B) the number of
     such shares that are to be without par value, and (C) a statement of all or
     any of the designations and the powers, preferences and rights, including
     voting rights, and the qualifications, limitations or restrictions thereof,
     which are permitted by the provisions of Chapter 7-1.1 of the General Laws,
     1956, as amended, in respect of any class or classes of stock of the
     corporation and the fixing of which by the articles of association is
     desired, and an express grant of such authority as it may then be desired
     to grant to the board of directors to fix by vote or votes any thereof that
     may be desired but which shall not be fixed by the articles.):

5.   Provisions, if any, dealing with the preemptive right of shareholders
     pursuant to Section 7-1.1-24 of the General Laws, 1956, as amended:

                                                                    [SEAL]
                                                                 FEB 27 2001
                                                              BY /s/ [ILLEGIBLE]

Form No. 100
Revised: 01/99



6.   Provisions, if any, for the regulation of the internal affairs of the
     corporation:

7.   The address of the initial registered office of the corporation is 50
     SERVICE AVENUE
           (Street Address, NOT P.O. Box)
WARWICK, RI 02886 and the name of its initial registered agent
(City/Town) (zip code)
at such address is PETER E. SCHMITZ
                   (Name of Agent)

8.   The number of directors constituting the initial board of directors of the
     corporation is three (3) and the names and addresses of the persons who are
     to serve as directors until the first annual meeting of shareholders or
     until their successors are elected and shall qualify are: (If this is a
     close corporation pursuant to Section 7-1.1-51 of the General Laws, 1956,
     as amended, and there shall be no board of directors, state the titles of
     the initial officers of the corporation and the names and addresses of the
     persons who are to serve as officers until the first annual meeting of
     shareholders or until their successors be elected and qualify.)



  TITLE        NAME                               ADDRESS
  -----        ----                               -------
                               
DIRECTOR       MICHEL COUTU          50 SERVICE AVENUE, WARWICK, RL 02886
DIRECTOR       RANDY A. WYROFSKY     50 SERVICE AVENUE, WARWICK, RL 02886
DIRECTOR       PETER E. SCHMITZ      50 SERVICE AVENUE, WARWICK, RL 02886


9.   The name and address of each incorporator is:

        NAME                                      ADDRESS
        ----                                      -------
WILLIAM J. O'BRIEN, JR.     541A MAIN AVENUE, WARWICK, RI 02886


10.  Date when corporate existence is to begin FEBRUARY 27,2001
(not prior to, nor more than 30 days after, the filing of these articles of
incorporation)


Date: FEBRUARY 27,2001                               /s/ William J. O'Brien, Jr.
      ----------------------               -------------------------------------

                                               Signature of each Incorporator


STATE OF RHODE ISLAND
COUNTY OF KENT

     IN WARWICK, on this 27TH day of FEBRUARY, 2001, personally appeared before
me WILLIAM J. O'BRIEN, JR. each and all known to me and known by me to be the
parties executing the foregoing instrument, and they severally acknowledged said
instrument by them subscribed to be their free act and deed.


                                       /s/ Patricia S. Rose
                                       -----------------------------------------
                                       Notary Public
                                       My Commission Expires: 6/20/01



                             P.J.C. REALTY CO., INC.
                                50 SERVICE AVENUE
                           WARWICK, RHODE 1SLAND 02886

                               Tel. (401) 825 3921
                               Fax  (401) 825 3996

February 27, 2001                                                         [SEAL]

                                                              RECEIVED
                                                         SECRETARY OF STATE
                                                      CORPORATIONS [ILLEGIBLE]
                                                          FEB 27 200 PH '01

Office of the Secretary of State
Corporations Division
100 North Main Street
Providence, RI 02903-1335

Re:  P.J.C. of West Warwick, Inc.: Permission to Use Corporate Name

To Whom It May Concern:

As the duly authorized Vice President of P.J.C. Realty Co., Inc., a Delaware
corporation qualified to do business in the State of Rhode Island and for and on
behalf of P.J.C. Realty Co., Inc., we hereby grant P.J.C. OF WEST WARWICK, INC.
the right to use such name as its corporate name and for all other purposes
permitted by the law of the State of Rhode Island.


Very truly yours,

P.J.C. REALTY CO., INC.


By: /s/ Randy A. Wyrofsky
    ----------------------
       Randy A. Wyrofsky,
       Vice President

                                                                    [SEAL]
                                                                    FILED
                                                                 FEB-27-2001
                                                              BY /s/ [ILLEGIBLE]
                                                                ----------------

EX-3.72

                                                                    Exhibit 3.72

                                     BY-LAWS

                                       OF

                            PJC OF WEST WARWICK, INC.
                          (a Rhode Island Corporation)

                            Adopted February 27, 2001



                            PJC OF WEST WARWICK, INC.
                          (a Rhode Island Corporation)

                                   ----------

                                     BY-LAWS

                                   ----------

                                    ARTICLE I

                                OFFICES AND SEAL

     SECTION 1.    REGISTERED OFFICE. The registered office of the Corporation
shall be located in Warwick, Rhode Island, and the name of the resident agent in
charge thereof shall be Corporation Service Company.

     SECTION 2.    OTHER OFFICES. The Corporation may also have offices at such
other places, within or without the State of Rhode Island, as the Board of
Directors may from time to time appoint or the business of the Corporation may
require.

     SECTION 3.    SEAL. The seal of the Corporation shall, subject to
alteration by the Board of Directors, consist of a flat-faced circular die with
the word "Rhode Island", together with the name of the Corporation and the year
of incorporation, cut or engraved thereon. The seal may be used by causing it,
or a facsimile thereof to be affixed, impressed, reproduced or used in any other
manner permitted by law.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1.    PLACE OF MEETING. Meetings of the stockholders shall be held
either within or without the State of Rhode Island at such place as the Board of
Directors may fix from time to time, or if the Board of Directors does not fix
the place, by the person or group calling the meeting, and as stated in the
notice of meeting.

     SECTION 2.    ANNUAL MEETING. Beginning with the first calendar year after
the year of incorporation, an annual meeting of the stockholders shall be held
on the last Friday of September each year (or if that be a legal holiday in the
place where the meeting is to be held, on the next succeeding business day). The
purposes for which the annual meeting is to be held in addition to those
prescribed by law, the Certificate of Incorporation or these By-Laws, shall be
specified by the director(s) or the President. If no annual meeting is held in
accordance with this Section, a special meeting may be held in lieu thereof, and
any action taken at such a meeting shall have the same effect as if taken by the
annual meeting.

     SECTION 3.    SPECIAL MEETINGS. Special meetings of the stockholders for
any purpose or purposes may be called by the Chairman of the Board of Directors,
if there be one, the President, and special meetings shall be called by the
President or the Secretary at the request in writing of



at least half of the Board of Directors or of holders of ten percent (10%) or
more of the shares entitled to vote at the meeting. Such request of stockholders
shall state the purpose or purposes of the proposed meeting. The business
transacted at any special meeting of the stockholders shall be limited to the
purpose or purposes stated in the notice of the meeting, unless otherwise agreed
by all stockholders present in person or by proxy and entitled to vote at the
meeting.

     SECTION 4.    NOTICE. Written or printed notice of every meeting of
stockholders, annual or special, stating the hour, date and place thereof, and
the purpose or purposes in general terms for which the meeting is called shall,
not less than ten (10) days, or such longer period as shall be provided by law,
the Certificate of Incorporation, these By-Laws, or otherwise, and not more than
sixty (60) days before such meeting. Such notice shall be given in the manner
set forth in Article VI.

     SECTION 5.    PRESIDING OFFICER. The President shall preside at all
meetings of the stockholders, unless the Board of Directors shall have elected a
person other than the President to serve as Chairman; in the absence of the
President, the Chairman of the Board, if any, shall preside. In the absence of
both the Chairman of the Board and the President, a presiding officer shall be
selected by vote of the holders of a majority of the shares of stock whose
holders are present in person or by proxy and entitled to vote at the meeting.

     SECTION 6.    QUORUM AND ADJOURNMENTS. Except as otherwise provided by law
or by the Certificate of Incorporation, the presence in person or by proxy at
any meeting of stockholders of the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote
thereat, shall be requisite and shall constitute a quorum. If two or more
classes of stock are entitled to vote as separate classes upon any question,
then, in the case of each such class, a quorum for the consideration of such
question shall, except as otherwise provided by law or by the Certificate of
Incorporation, consist of a majority in interest of all stock of that class
issued, outstanding and entitled to vote. If a majority of the shares of capital
stock of the Corporation issued and outstanding and entitled to vote thereat or,
where a larger quorum is required, such quorum, shall not be represented at any
meeting of the stockholders regularly called, the holders of a majority of the
shares present or represented by proxy and entitled to vote thereat shall have
power to adjourn the meeting to another time, or to another time and place,
without notice other than announcement of adjournment at the meeting, and there
may be successive adjournments for like cause and in like manner until the
requisite amount of shares entitled to vote at such meeting shall be
represented; provided, however, that if the adjournment is for more than thirty
(30) days, notice of the hour, date and place of the adjourned meeting shall be
given to each stockholder entitled to vote thereat. Subject to the requirements
of law and the Certificate of Incorporation, on any issue on which two or more
classes of stock are entitled to vote separately, no adjournment shall be taken
with respect to any class for which a quorum is present unless the Chairman of
the meeting otherwise directs. At any meeting held to consider matters which
were subject to adjournment for want of a quorum at which the requisite amount
of shares entitled to vote thereat shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed.

                                      - 2 -


     SECTION 7.    VOTES: PROXIES. Except as otherwise provided in the
Certificate of Incorporation, at each meeting of stockholders, every stockholder
of record at the closing of the transfer books, if closed, or on the date set by
the Board of Directors for the determination of stockholders entitled to vote at
such meeting, shall have one vote for each share of stock entitled to vote which
is registered in such stockholder's name on the books of the Corporation, and,
in the election of directors, may vote cumulatively to the extent, if any, and
in the manner authorized in the Certificate of Incorporation.

     At each such meeting every stockholder entitled to vote shall be entitled
to do so in person, by electronic means or by proxy appointed by an instrument
in writing or as otherwise permitted by law subscribed by such stockholder and
bearing a date not more than three (3) years prior to the meeting in question,
unless said instrument provides for a longer period during which it is to remain
in force. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or any interest in the Corporation generally. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing with the Secretary of the Corporation
an instrument in writing or as otherwise permitted by law revoking the proxy or
another duly executed proxy bearing a later date. No proxy be valid after 11
months from its date, unless otherwise provided therein.

     Voting at meetings of stockholders need not be by written ballot and,
except as otherwise provided by law, need not be conducted by inspectors of
election unless so determined by the Chairman of the meeting or by the holders
of shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or represented by proxy at such meeting. If it is required or
determined that inspectors of election be appointed, the Chairman shall appoint
two inspectors of election, who shall first take and subscribe an oath or
affirmation faithfully to execute the duties of inspectors at such meeting with
strict impartiality and according to the best of their ability. The inspectors
so appointed shall take charge of the polls and, after the balloting, shall make
a certificate of the result of the vote taken. No director or candidate for the
office of director shall be appointed as such inspector. At all meetings of the
stockholders, all questions relating to the qualification of voters shall be
decided by the presiding officer of the meeting.

     At any meeting at which a quorum is present, a plurality of the votes
properly cast for election to fill any vacancy on the Board of Directors shall
be sufficient to elect a candidate to fill such vacancy, and a majority of the
votes properly cast upon any other question shall decide the question, except in
any case where a larger vote is required by law, the Certificate of
Incorporation, these By-Laws, or otherwise.

     SECTION 8.    ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation, any action required or permitted by the Rhode
Island Business Corporation Act to be taken at any annual or special meeting of
the stockholders of the Corporation, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not

                                      - 3 -


less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the Corporation by delivery to its
registered office in Rhode Island, its principal place of business, or an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.

     Every written consent shall bear the dale of signature of each stockholder
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the
earliest dated consent delivered in the manner required by this section to the
Corporation, written consents signed by a sufficient number of stockholders to
take action are delivered to the Corporation by delivery to its registered
office in Rhode Island, its principal place of business, or an officer or agent
of the Corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

     Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing. In the event that the action which is consented
to is such as would have required the filing of a certificate under any section
of the Rhode Island Business Corporation Act other than Section 7-1.1-30.3
thereof, if such action had been voted on by stockholders at a meeting thereof,
the certificate filed under such other section shall state, in lieu of any
statement required by such section concerning any vote of stockholders, that
written consent has been given in accordance with Section 7-1.1-30.3 of the
Rhode Island Business Corporation Act, and that written notice has been given as
provided in such Section 7-1.1-30.3.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1.    GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors, which may
exercise all of the powers of the Corporation except such as are by law, the
Certificate of Incorporation, or these By-Laws conferred upon or reserved to the
stockholders.

     SECTION 2.    NUMBER AND ELECTION. The Board of Directors shall number no
less than one (1) nor greater than seven (7). Directors elected by a majority
vote, may nominate successor directors, unless only one director is in office.
Until the first meeting of the directors is held, the Board of Directors shall
consist of the persons named as such in the written consent of the Sole
Incorporator. Thereafter, and at such subsequent annual meeting of the
stockholders, the stockholders shall elect Directors and determine the number of
members of the Board of Directors.

     At any time during any year, except as otherwise provided by law, the
Certificate of

                                      - 4 -


Incorporation, these By-Laws, or otherwise, the number of directors may be
increased or reduced, in each case by vote of a majority of the stock issued and
outstanding and present in person or represented by proxy and entitled to vote
for the election of directors.

     SECTION 3.    TERM OF OFFICE. Each director shall hold office until the
next annual meeting of stockholders, provided that if he or she is not
re-elected or if his or her successor is not elected thereat and there remains a
vacancy in the Board of Directors, he or she shall serve until his or her
successor is duly elected and qualified or until his or her earlier death or
resignation, subject to the right of the stockholders at any time to remove any
director or directors as provided in Section 4 of this Article. Directors need
not be stockholders of the Corporation.

     SECTION 4.    VACANCIES. If any vacancy shall occur among the directors,
or if the number of directors shall at any time be increased, the directors then
in office, although less than a quorum, by a majority vote may fill the
vacancies or newly-created directorships, or in the absence of any such
director, by the holders of stock of each class acting at special meeting of
stockholders. A director elected to fill a vacancy shall hold office during the
remainder of the term of the director he or she replaces.

     SECTION 5.    REMOVAL BY STOCKHOLDERS. Except as otherwise provided by law,
the Certificate of Incorporation or otherwise, the holders of record of the
capital stock of the Corporation entitled to vote for the election of directors
may, by a majority vote, remove any director or directors, with or without
cause, and, in their discretion, elect a new director or directors in place
thereof.

     SECTION 6.    RESIGNATION OF DIRECTORS. A Director may resign at any time
by giving written notice of his or her resignation to the Chairman of the Board
of Directors or the President. His or her resignation shall take effect at the
time received unless another time is specified in the notice.

     SECTION 7.    COMPENSATION. Directors shall receive compensation for their
services, as such, and for service on any Committee of the Board of Directors,
as fixed by resolution of the Board of Directors and for expenses of attendance
at each regular or special meeting of the Board or any Committee thereof.
Nothing in this Section shall be construed to preclude a director from serving
the Corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                              MEETINGS OF DIRECTORS

     SECTION 1.    TIME AND PLACE OF MEETINGS OF NEW BOARD. The first meeting of
each newly elected Board of Directors shall be held at such time and place as
are fixed by the vote of the stockholders at the annual meeting, and no notice
of such meeting shall be necessary in order legally to constitute the meeting,
provided a quorum is present. If the stockholders fail to fix the time or place
of the newly elected Board of Directors, or if such meeting is not held at the
time

                                       - 5 -


and place so fixed by the stockholders, the meeting may be held at such time and
place as are specified in a notice given as hereinafter provided for special
meetings of the Board.

     SECTION 2.    REGULAR MEETINGS. Meetings of the Board of Directors shall be
held at such place, within or without the State of Rhode Island, as may from
time to time be fixed by resolution of the Board of Directors or by the Chairman
of the Board, if there be one, or by the President, and as may be specified in
the notice or waiver of notice of any meeting. Meetings may be held at any time
upon the call of the Chairman of the Board, if there be one, or the President or
any two (2) of the directors in office by oral, telegraphic, telex, telecopy or
other form of electronic transmission, or written notice, duly served or sent or
mailed to each director not less than twenty-four (24) hours before such
meeting, except that, if mailed, not less than seventy two (72) hours before
such meeting.

     Meetings may be held at any time and place without notice if all the
directors are present and do not object to the holding of such meeting for lack
of proper notice or if those not present shall, in writing or by telegram,
telex, telecopy or other form of electronic transmission, waive notice thereof.
A regular meeting of the Board may be held without notice immediately following
the annual meeting of stockholders at the place where such meeting is held.
Regular meetings of the Board may also be held without notice at such time and
place as shall from time to time be determined by resolution of the Board.
Except as otherwise provided by law, the Certificate of Incorporation or
otherwise, neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors or any committee thereof
need be specified in any written waiver of notice.

     Members of the Board of Directors or any committee thereof may participate
in a meeting of such Board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other and participation in a meeting pursuant to the
foregoing provisions shall constitute presence in person at the meeting.

     SECTION 3.    PRESIDING OFFICER. The Chairman of the Board, or if he or she
has not been elected, the President, shall preside at all meetings of the Board
of Directors. In the absence of the Chairman of the Board and the President, a
presiding officer shall be selected by a majority vote of the members of the
Board present at the meeting.

     SECTION 4.    VOTES. Except as otherwise provided by law, the Certificate
of Incorporation or otherwise, the vote of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.

     SECTION 5.    QUORUM AND ADJOURNMENT. Except as otherwise provided by law,
the Certificate of Incorporation or otherwise, a majority of the directors shall
constitute a quorum for the transaction of business. If at any meeting of the
Board there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time without notice other than announcement of
the adjournment at the meeting, and at such adjourned meeting at which a quorum
is present any business may be transacted which might have been transacted at

                                      - 6 -


the meeting as originally noticed. The directors present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough directors to leave less
than a quorum, unless a majority of present members object.

     SECTION 6.    ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee. Such consent shall be
treated as a vote adopted at a meeting for all purposes. Such consents may be
executed in one or more counterparts and not every Director or committee member
need sign the same counterpart.

     SECTION 7.    LIMITATION OF LIABILITY. No director shall be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such liability;
provided, however, that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for any transaction from which the director derived an improper personal
benefit.

     SECTION 8.    PARTICIPATION VIA COMMUNICATIONS EQUIPMENT. Directors may
participate in a meeting of the Board of Directors or of any Committee of the
Board of Directors by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
and speak to each other, and such participation in the meeting shall constitute
presence in person at such meeting.

     SECTION 9.    MINUTES. Minutes shall be kept of all meetings of the Board
of Directors. If the Secretary of the Corporation is not present at the meeting,
the minutes shall be kept by a person designated by the Chairman of the meeting
and shall be filed with the Secretary. Minutes of meetings of a Committee shall
be distributed to the Board of Directors in accordance with resolutions
establishing such Committee.

                                    ARTICLE V

                             COMMITTEES OF DIRECTORS

     SECTION 1.    EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution passed by a majority of the whole Board, appoint an Executive
Committee of one (1) or more members, to serve during the pleasure of the Board,
to consist of such directors as the Board may from time to time designate. The
Board of Directors shall designate the Chairman of the Executive Committee.

     (a)  PROCEDURE. The Executive Committee shall, by a vote of a majority of
          its members, fix its own times and places of meeting, determine the
          number of its

                                      - 7 -


          members constituting a quorum for the transaction of business, and
          prescribe its own rules of procedure, no change in which shall be made
          save by a majority vote of its members.

     (b)  RESPONSIBILITIES. During the intervals between the meetings of the
          Board of Directors, except as otherwise provided by the Board of
          Directors in establishing such Committee or otherwise, the Executive
          Committee shall possess and may exercise all the powers of the Board
          in the management and direction of the business and affairs of the
          Corporation; provided, however, that the Executive Committee shall
          not, except to the extent the Certificate of Incorporation or the
          resolution providing for the issuance of shares of stock adopted by
          the Board of Directors as provided in the Rhode Island Business
          Corporation Act, have the power:

          (i)    to amend or authorize the amendment of the Certificate of
                 Incorporation or these By-Laws;

          (ii)   to authorize the issuance of stock;

          (iii)  to authorize the payment of any dividend;

          (iv)   to adopt an agreement of merger or consolidation of the
                 Corporation or to recommend to the stockholders the sale, lease
                 or exchange of all or substantially all the property and
                 business of the Corporation;

          (v)    to recommend to the stockholders a dissolution, or a revocation
                 of a dissolution, of the Corporation;

          (vi)   to adopt a certificate of ownership and merger pursuant to the
                 Rhode Island Business Corporation Act;

          (vii)  to fill a vacancy on the Board of Directors, remove a director,
                 fix the compensation of the directors for serving on the Board
                 of Directors, or amend or repeal any resolution of the Board of
                 Directors that is not by its terms so amendable or repealable;
                 or

          (viii) to elect any of the principal officers or remove any of the
                 officers elected by the Board of Directors.

     (c)  REPORTS. The Executive Committee shall keep regular minutes of its
          proceedings, and all action by the Executive Committee shall be
          reported promptly to the Board of Directors. Such action shall be
          subject to review, amendment and repeal by the Board, provided that no
          rights of third parties shall be adversely affected by such review,
          amendment or repeal.

                                      - 8 -


     (d)  APPOINTMENT OF ADDITIONAL MEMBER. In the absence or disqualification
          of any member of the Executive Committee, the member or members
          thereof present at any meeting and not disqualified from voting,
          whether or not constituting a quorum, may unanimously appoint another
          member of the Board of Directors to act at the meeting in place of any
          such absent or disqualified member.

     SECTION 2.    AUDIT COMMITTEE. The Board of Directors may, by resolution
passed by a majority of the whole Board, appoint an Audit Committee of one (1)
or more members who shall not be officers or employees of the Corporation to
serve during the pleasure of the Board. The Board of Directors shall designate
the Chairman of the Audit Committee.

     (a)  PROCEDURE. The Audit Committee, by a vote of a majority of its
          members, shall fix its own times and places of meeting, shall
          determine the number of its members constituting a quorum for the
          transaction of business, and shall prescribe its own rules of
          procedure, no change in which shall be made save by a majority vote of
          its members.

     (b)  RESPONSIBILITIES. The Audit Committee shall review the annual
          financial statements of the Corporation prior to their submission to
          the Board of Directors, shall consult with the Corporation's
          independent auditors, and may examine and consider such other matters
          in relation to the internal and external audit of the Corporation's
          accounts and in relation to the financial affairs of the Corporation
          and its accounts, including the selection and retention of independent
          auditors, as the Audit Committee may, in its discretion, determine to
          be desirable.

     (c)  REPORTS. The Audit Committee shall keep regular minutes of its
          proceedings, and all action by the Audit Committee shall, from time to
          time, be reported to the Board of Directors as it shall direct. Such
          action shall be subject to review, amendment and repeal by the Board,
          provided that no rights of third parties shall be adversely affected
          by such review, amendment or repeal.

     (d)  APPOINTMENT OF ADDITIONAL MEMBERS. In the absence or disqualification
          of any member of the Audit Committee, the member or members thereof
          present at any meeting and not disqualified from voting, whether or
          not constituting a quorum, may unanimously appoint another member of
          the Board of Directors to act at the meeting in place of any such
          absent or disqualified member.

     SECTION 3.    OTHER COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, at any time appoint one or more other
committees from and outside of its own number. Every such committee must include
at least one (1) member of the Board of Directors. The Board may from time to
time designate or alter, within the limits permitted by law, the Certificate of
Incorporation and this Article, if applicable, the duties, powers and number of
members of such other committees or change their membership, and may at any time
abolish such other committees or any of them.

                                      - 9 -


     (a)  PROCEDURE. Each committee, appointed pursuant to this Section, shall,
          by a vote of a majority of its members, fix its own times and places
          of meeting, determine the number of its members constituting a quorum
          for the transaction of business, and prescribe its own rules of
          procedure, no change in which shall be made save by a majority vote of
          its members.

     (b)  RESPONSIBILITIES. Each committee, appointed pursuant to this Section,
          shall exercise the powers assigned to it by the Board of Directors in
          its discretion.

     (c)  REPORTS. Each committee appointed pursuant to this Section shall keep
          regular minutes of proceedings, and all action by each such committee
          shall, from time to time, be reported to the Board of Directors as it
          shall direct. Such action shall be subject to review, amendment and
          repeal by the Board, provided that no rights of third parties shall be
          adversely affected by such review, amendment or repeal.

     (d)  APPOINTMENT OF ADDITIONAL MEMBERS. In the absence or disqualification
          of any member of each committee, appointed pursuant to this Section,
          the member or members thereof present at any meeting and not
          disqualified from voting, whether or not constituting a quorum, may
          unanimously appoint another member of the Board of Directors (or, to
          the extent permitted, another person) to act at the meeting in place
          of any such absent or disqualified member.

     SECTION 4.    TERM OF OFFICE. Each member of a committee shall hold office
until the first meeting of the Board of Directors following the annual meeting
of stockholders (or until such other time as the Board of Directors may
determine, either in the vote establishing the committee or at the election of
such member or otherwise) and until his or her successor is elected and
qualified, or until he or she sooner dies, resigns, is removed, is replaced by
change of membership or becomes disqualified by ceasing to be a director (where
membership on the Board is required), or until the committee is sooner abolished
by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1.    HOW MADE. Any notice required by law, the Certificate of
Incorporation, or these By-Laws to be given to stockholders or directors shall
be in writing. Such notice to a stockholder or director shall be either
presented to him personally, or left at his residence or usual place of
business, or transmitted by prepaid telegram, fax, or other mode of record
communication, or mailed postage prepaid, to him at his address as it appears on
the records of the Corporation. Notice by mail shall be deemed to have been
given on the day after its deposit in the United States mail. Notice by
telegram, fax, or other mode of record communication shall be deemed to have
been given at the time of dispatch. A notice of meeting need not state the
purpose of the meeting except to the extent required by law, the Articles of
Organization, or these By-Laws.

                                     - 10 -


     SECTION 2.    WAIVER OF NOTICE. Whenever any notice of the time, place, or
purpose of any meeting of the stockholders, the Board of Directors, or a
Committee of the Board is required to be given by law, the Articles of
Organization or these By-Laws, a written waiver thereof, signed by a person
entitled to such notice either before, at, or after the meeting and filed with
records of the meeting, or actual attendance in person at a meeting of the Board
or a Committee for the express purpose of objecting to the transacting of any
business because the meeting is not lawfully called or convened shall not
constitute a waiver of notice.

                                   ARTICLE VII

                                    OFFICERS

     SECTION 1.    OFFICERS. The Board of Directors shall elect a President, a
Secretary and a Treasurer, and, in their discretion, may elect a Chairman of the
Board, a Vice Chairman of the Board, a Controller, and one or more Executive
Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers
and Assistant Controllers as deemed necessary or appropriate. The powers and
duties of more than one office may be exercised and performed by the same
person.

     SECTION 2.    HOW ELECTED. The principal officers shall be elected by the
Board of Directors and the election shall be ratified by the shareholders. Other
officers shall be elected by the Board, or appointed, pursuant to authority
granted by the Board.

     SECTION 3.    TENURE. The tenure of all officers except for the President,
Treasurer, and Secretary shall be one year unless a shorter term is specified in
the vote choosing or appointing them. Other officers shall serve until
resignation or removal or until successors are elected or appointed.

     SECTION 4.    REMOVAL. Any officer may be removed by action of the Board of
Directors whenever, in the judgment of the Board, the best interests of the
Corporation shall be served thereby. Removal of an officer shall be without
prejudice to his contractual rights.

     SECTION 5.    RESIGNATION. Any officer may resign his office at any time by
giving written notice of his resignation to the Chairman of the Board or to the
President. His resignation shall take effect at the time received unless another
time is specified in the notice.

     SECTION 6.    COMPENSATION. The salaries or other compensation of all
officers elected by the Board of Directors shall be fixed from time to time by
the Board.

     SECTION 7.    VACANCIES. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors, at any regular or
special meeting.

     SECTION 8.    CHAIRMAN OF THE BOARD. A Chairman of the Board may be elected
from among the directors at the first meeting of the Board of Directors
following each annual meeting of the stockholders, by a vote of the majority of
the directors in office, to serve at the pleasure of the Board of Directors or
until his or her successor is elected. The Chairman of the Board shall,

                                     - 11 -


if present, preside at all meetings of the Board and at all meetings of the
stockholders. He or she shall perform such other duties as from time to time may
be assigned to him or her by the Board. The Chairman of the Board shall be
eligible to serve as the officer of the Corporation designated as Chairman, as
President, or as any other officer of the Corporation.

     SECTION 9.    PRESIDENT. The President shall be the chief executive officer
of the Corporation. Subject to the directions of the Board of Directors, the
President shall have and exercise direct charge of and general supervision over
the business and affairs of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He or she shall
perform all duties incident to the office of the chief executive officer of a
corporation and other duties as from time to time may be assigned to him or her
by the Board of Directors. The President may but need not be a member of the
Board of Directors.

     SECTION 10.   EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS. Each Executive
Vice President and Vice President if appointed by the Board of Directors, shall
in the absence or disability of the President, perform the duties and exercise
the powers of the President as assigned by the Board of Directors and shall have
and exercise such powers and shall perform such duties as from time to time may
be assigned to him or to her by the Board of Directors or the President. The
Executive Vice President, if one is appointed by the Board of Directors, shall
be Senior to any Vice Presidents elected by the Board of Directors or appointed
pursuant to authority granted by the Board of Directors.

     SECTION 11.   SECRETARY. The Secretary shall keep the minutes of all
meetings of the stockholders and of the Board of Directors in books provided for
the purpose; shall see that all notices are duly given in accordance with the
provisions of law and these By-Laws; the Secretary shall be custodian of the
records and of the corporate seal or seals of the Corporation; shall see that
the corporate seal is affixed to all documents the execution of which, on behalf
of the Corporation under its seal, is duly authorized, and, when the seal is so
affixed, he or she may attest the same; the Secretary may sign, with the
President, an Executive Vice President or a Vice President, certificates of
stock of the Corporation; and, in general, the Secretary shall perform all
duties incident to the office of Secretary of a corporation, and such other
duties as from time to time may be assigned to him or her by the Board of
Directors.

     SECTION 12.   ASSISTANT SECRETARIES. The Assistant Secretaries in order of
their seniority shall, in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors shall prescribe or as from time to time may be
assigned by the Secretary.

     SECTION 13.   TREASURER. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all monies or other valuable effects in such banks, trust companies
or other depositaries as shall, from time to time, be selected by the Board of
Directors; may endorse for collection on behalf of the Corporation checks, notes
and other obligations; may sign receipts and vouchers for payments made to the
Corporation; may sign checks of the Corporation, singly or jointly with another
person as the Board of Directors may

                                     - 12 -


authorize, and pay out and dispose of the proceeds under the direction of the
Board; the Treasurer shall render to the President and to the Board of
Directors, whenever requested, an account of the financial condition of the
Corporation; the Treasurer may sign, with the President, or an Executive Vice
President or a Vice President, certificates of stock of the Corporation; and in
general, shall perform all the duties incident to the office of treasurer of a
corporation, and such other duties as from time to time may be assigned by the
Board of Directors. Unless the Board of Directors shall otherwise determine, the
Treasurer shall be the chief financial officer of the Corporation.

     SECTION 14.   ASSISTANT TREASURERS. The Assistant Treasurers in order of
their seniority shall, in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties as the Board of Directors shall prescribe or as from time to time may be
assigned by the Treasurer.

     SECTION 15.   CONTROLLER. The Controller, if elected, shall be the chief
accounting officer of the Corporation and shall perform all duties incident to
the office of a controller of a corporation, and, in the absence of or
disability of the Treasurer or any Assistant Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties as the
Board of Directors shall prescribe or as from time to time may be assigned by
the President or the Treasurer.

     SECTION 16.   ASSISTANT CONTROLLERS. The Assistant Controllers in order of
their seniority shall, in the absence or disability of the Controller, perform
the duties and exercise the powers of the Controller and shall perform such
other duties as the Board of Directors shall prescribe or as from time to time
may be assigned by the Controller.

     SECTION 17.   SUBORDINATE OFFICERS. The Board of Directors may appoint
such subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority and perform such duties as the Board
of Directors may prescribe. The Board of Directors may, from time to time,
authorize any officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

     SECTION 1.    FORM AND EXECUTION OF CERTIFICATES. The interest of each
stockholder of the Corporation shall be evidenced by a certificate or
certificates for shares of stock in such form as the Board of Directors may from
time to time prescribe. The certificates of stock of each class shall be
consecutively numbered and signed by the Chairman or Vice Chairman of the Board,
if any, the President, an Executive Vice President or a Vice President and by
the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer
of the Corporation, and may be countersigned and registered in such manner as
the Board of Directors may by resolution prescribe, and shall bear the corporate
seal or a printed or engraved facsimile thereof. Where any

                                     - 13 -


such certificate is signed by a transfer agent or transfer clerk acting on
behalf of the Corporation, the signatures of any such Chairman, Vice Chairman,
President, Executive Vice President, Vice President, Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary may be facsimiles, engraved or
printed. In case any officer or officers, who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such certificate
or certificates, shall cease to be such officer or officers, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates may
nevertheless be issued and delivered by the Corporation as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures shall have been used thereon had not ceased to be such officer or
officers.

     In case the corporate seal which has been affixed to, impressed on, or
reproduced in any such certificate or certificates shall cease to be the seal of
the Corporation before such certificate or certificates have been delivered by
the Corporation, such certificate or certificates may nevertheless be issued and
delivered by the Corporation as though the seal affixed thereto, impressed
thereon or reproduced therein had not ceased to be the seal of the Corporation.

     Every certificate for shares of stock which are subject to any restriction
on transfer pursuant to law, the Certificate of Incorporation, these By-Laws, or
any agreement to which the Corporation is a party, shall have the restriction
noted conspicuously on the certificate, and shall also set forth, on the face or
back, either the full text of the restriction or a statement of the existence of
such restriction and (except if such restriction is imposed by law) a statement
that the Corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.

     Every certificate issued when the Corporation is authorized to issue more
than one class or series of stock shall set forth on its face or back either the
full text of the preferences, voting powers, qualifications, and special and
relative rights of the shares of each class and series authorized to be issued,
or a statement of the existence of such preferences, powers, qualifications and
rights, and a statement that the Corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.

     SECTION 2.    TRANSFER OF SHARES. The shares of the stock of the
Corporation shall be transferred on the books of the Corporation by the holder
thereof in person or by his or her attorney lawfully constituted, upon surrender
for cancellation of certificates for the same number of shares, with an
assignment and power of transfer endorsed thereon or attached thereto, duly
executed, with such proof or guaranty of the authenticity of the signature as
the Corporation or its agents may reasonably require. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person whether or not it shall have express or other notice thereof,
save as expressly provided by law or by the Certificate of Incorporation. It
shall be the duty of each stockholder to notify the Corporation of his or her
post office address.

                                     - 14 -


     SECTION 3.    CLOSING OF TRANSFER BOOKS. The stock transfer books of the
Corporation may, if deemed appropriate by the Board of Directors, be closed for
such length of time not exceeding fifty (50) days as the Board may determine,
preceding the date of any meeting of stockholders or the date for the payment of
any dividend or the date for the allotment of rights or the date when any
issuance, change, conversion or exchange of capital stock shall go into effect,
during which time no transfer of stock on the books of the Corporation may be
made.

     SECTION 4.    FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
directors and which record date: (a) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, the Certificate of
Incorporation or otherwise, not be more than sixty (60) nor less than ten (10)
days before the date of such meeting; (b) in the case of determination of
stockholders entitled to express consent to corporate action in writing without
a meeting, shall, unless otherwise required by law, the Certificate of
Incorporation or otherwise, not be more than ten (10) days from the date upon
which the resolution fixing the record date is adopted by the Board of
Directors; and (c) in the case of any other action, shall not be more than sixty
(60) days prior to such other action. If no record date is fixed: (a) the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held; (b) the record
date for determining stockholders entitled to express consent to corporate
action in writing without a meeting when no prior action of the Board of
Directors is required by law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation in accordance with applicable law, or, if prior action by the
Board of Directors is required by law, shall be at the close of business on the
day on which the Board of Directors adopts the resolution taking such prior
action; and (c) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto provided that if the resolution
relates to the payment of a dividend or allotment of rights such payment or
allotment shall be made not more than sixty (60) days after the date of the
adoption of the resolution. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

     SECTION 5.    LOST OR DESTROYED CERTIFICATES. In case of the loss or
destruction of any certificate of stock, a new certificate may be issued under
the following conditions:

     (a)  The owner of said certificate shall file with the Secretary or any
          Assistant Secretary of the Corporation an affidavit giving the facts
          in relation to the

                                     - 15 -


          ownership, and in relation to the loss or destruction of said
          certificate, stating its number and the number of shares represented
          thereby; such affidavit shall be in such form and contain such
          statements as shall satisfy the President, any Executive Vice
          President, Vice President, the Secretary, any Assistant Secretary, the
          Treasurer or any Assistant Treasurer, that said certificate has been
          accidentally destroyed or lost, and that a new certificate ought to be
          issued in lieu thereof. Upon being so satisfied, any such officer may
          require such owner to furnish the Corporation a bond in such penal sum
          and in such form as he or she may deem advisable, and with a surety or
          sureties approved by him or her, to indemnify and save harmless the
          Corporation from any claim, loss, damage or liability which may be
          occasioned by the issuance of a new certificate in lieu thereof. Upon
          such bond being so filed, if so required, a new certificate for the
          same number of shares shall be issued to the owner of the certificate
          so lost or destroyed; and the transfer agent and registrar, if any, of
          stock shall countersign and register such new certificate upon receipt
          of a written order signed by any such officer, and thereupon the
          Corporation will save harmless said transfer agent and registrar in
          the premises. In case of the surrender of the original certificate, in
          lieu of which a new certificate has been issued, or the surrender of
          such new certificate, for cancellation, the bond of indemnity given as
          a condition of the issue of such new certificate may be surrendered;
          or

     (b)  The Board of Directors of the Corporation may by resolution authorize
          and direct any transfer agent or registrar of stock of the Corporation
          to issue and register respectively from time to time without further
          action or approval by or on behalf of the Corporation new certificates
          of stock to replace certificates reported lost, stolen or destroyed
          upon receipt of an affidavit of loss and bond of indemnity in form and
          amount and with surety satisfactory to such transfer agent or
          registrar in each instance or upon such terms and conditions as the
          Board of Directors may determine.

     SECTION 6.    UNCERTIFICATED SHARES. The Board of Directors of the
Corporation may by resolution provide that one or more of any or all classes or
series of the stock of the Corporation shall be uncertificated shares, subject
to the provisions of the Rhode Island Business Corporation Act.

     SECTION 7.    STOCK LEDGER. The Corporation shall maintain in its principal
office for the transaction of business an original or duplicate stock ledger
containing the names and addresses of all stockholders and the number of shares
of each class held by each stockholder. The stock ledger may be in written form
or any other form capable of being converted into written form within a
reasonable time for visual inspection.

     SECTION 8.    CLOSE CORPORATION. There shall not be more than thirty
shareholders. The Corporation shall make no offering of any of its stock of any
class which would constitute a public offering within the meaning of the United
States Securities Act of 1933, as amended.

                                     - 16 -


                                   ARTICLE IX

                             EXECUTION OF DOCUMENTS

     SECTION 1.    EXECUTION OF CHECKS, NOTES, ETC. All checks and drafts on the
Corporation's bank accounts and all bills of exchange and promissory notes, and
all acceptances, obligations and other instruments for the payment of money,
shall be signed by such officer or officers, or agent or agents, as shall be
thereunto authorized from time to time by the Board of Directors, which may in
its discretion authorize any such signatures to be facsimile.

     SECTION 2.    EXECUTION OF CONTRACTS, ASSIGNMENTS, ETC. Unless the Board of
Directors shall have otherwise provided generally or in a specific instance, all
contracts, agreements, endorsements, assignments, transfers, stock powers, or
other instruments shall be signed by the President, any Executive Vice
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer. The Board of Directors may, however, in
its discretion, require any or all such instruments to be signed by any two or
more of such officers, or may permit any or all of such instruments to be signed
by such other officer or officers, agent or agents, as it shall be thereunto
authorize from time to time.

     SECTION 3.    EXECUTION OF PROXIES. The President, any Executive Vice
President or any Vice President, and the Secretary, the Treasurer, any Assistant
Secretary or any Assistant Treasurer, or any other officer designated by the
Board of Directors, may sign on behalf of the Corporation proxies to vote upon
shares of stock of other companies standing in the name of the Corporation.

                                    ARTICLE X

                               INSPECTION OF BOOKS

     The Board of Directors shall determine from time to time whether, and if
allowed, to what extent and at what time and places and under what conditions
and regulations, the accounts and books of the Corporation (except such as may
by law be specifically open to inspection) or any of them, shall be open to the
inspection of the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the Corporation, except as conferred
by the laws of the State of Rhode Island, unless and until authorized so to do
by resolution of the Board of Directors or of the stockholders of the
Corporation.

                                   ARTICLE XI

                                   FISCAL YEAR

     The fiscal year of the Corporation shall end on May 31st unless otherwise
fixed by resolution of the Board of Directors, and may be changed by resolution
of the Board of Directors if they deem it desirable.

                                     - 17 -


                                   ARTICLE XII

                                   AMENDMENTS

     These By-Laws may be altered, amended, changed or repealed and new By-Laws
adopted at a meeting of the stockholders called for that purpose by a vote of
not less than fifty one percent (51%) of the stockholders present or represented
and voting on such matters. The call for the meeting, or waiver thereof, shall
state the proposed alteration or amendment in general terms. Any by-law, whether
made, altered, amended, changed or repealed by the stockholders may be repealed,
amended, changed, further amended, changed, repealed or reinstated, as the case
may be, as herein provided.

                                  ARTICLE XIII

                                 INDEMNIFICATION

     INDEMNIFICATION

     SECTION 1.    Indemnification of Officers, Directors and Others.

     (a)  ACTIONS BY THIRD PARTIES. The Corporation shall indemnify and hold
          harmless, to the fullest extent permitted by applicable law as it
          presently exists or may hereafter be amended, any person who was or is
          a party or is threatened to be made a party to, or is otherwise
          involved in, any threatened, pending or completed action, suit or
          proceeding, whether civil, criminal, administrative or investigative
          (other than an action by or in the right of the Corporation) by reason
          of the fact that he or she is or was a director, officer, employee or
          agent of the Corporation, or is or was serving at the request of the
          Corporation as a director, officer, partner, member, trustee, employee
          or agent of another corporation, partnership, joint venture, limited
          liability company, trust or other enterprise or non-profit entity
          against all liability, losses, expenses (including attorneys' fees),
          judgments, fines, and amounts paid in settlement actually and
          reasonably incurred by him or her in connection with such action, suit
          or proceeding if such person acted in good faith and in a manner he or
          she reasonably believed to be in or not opposed to the best interest
          of the Corporation, and, with respect to any criminal action or
          proceeding, had no reasonable cause to believe his or her conduct was
          unlawful. The termination of any action, suit or proceeding against
          any such person by judgment, order, settlement, conviction, or upon a
          plea of NOLO CONTENDERE or its equivalent, shall not, of itself,
          create a presumption that he or she did not act in good faith and in a
          manner which he or she reasonably believed to be in or not opposed to
          the best interest of the Corporation, and, with respect to any
          criminal action or proceeding, had reasonable cause to believe that
          his or her conduct was unlawful.

                                     - 18 -


     (b)  ACTIONS BY THE CORPORATION. The Corporation shall indemnify any person
          who was or is a party or is threatened to be made a party to any
          threatened, pending or completed action or suit by or in the right of
          the Corporation to procure a judgment in its favor by reason of the
          fact that he or she is or was a director, officer, employee or agent
          of the Corporation, or is or was serving at the request of the
          Corporation as a director, officer, partner, member, trustee, employee
          or agent of another corporation, partnership, joint venture, limited
          liability company, trust or other enterprise or non-profit entity
          against expenses (including attorneys' fees) actually and reasonably
          incurred by him or her in connection with the defense or settlement of
          such action or suit if such person acted in good faith and in a manner
          he or she reasonably believed to be in or not opposed to the best
          interests of the Corporation; except that no indemnification shall be
          made in respect of any claim, issue or matter as to which such a
          person shall have been adjudged to be liable for negligence or
          misconduct in the performance of his or her duty to the Corporation
          unless and only to the extent that the Court of Chancery of the State
          of Rhode Island or the court in which such action or suit was brought
          shall determine upon application that despite the adjudication of
          liability but in view of all the circumstances of the case, such
          person is fairly and reasonably entitled to indemnity for such
          expenses which the Court of Chancery of the State of Rhode Island or
          such other court shall deem proper.

     (c)  INDEMNIFICATION FOR EXPENSES. To the extent that any present or former
          director or officer of this Corporation has been successful on the
          merits or otherwise in defense of any action, suit or proceeding
          referred to in subsections (a) or (b) of this Section 1, or in defense
          of any claim, issue or matter therein, he or she shall be indemnified
          against expenses (including attorneys' fees) actually and reasonably
          incurred by him or her in connection with such defense.

     (d)  LIMITATION ON INDEMNIFICATION. No indemnification provided hereunder
          shall cover liabilities or expenses in connection with any matter
          which shall be disposed of through a compromise payment by such
          Director, officer, employee or agent, pursuant to the consent decree
          or otherwise, unless such compromise shall first be approved as in the
          best interests of the Corporation (a) by a vote of Directors in which
          no interested Director participates, or (b) by a vote or the written
          approval of the holders of a majority of the outstanding stock at the
          time having the right to vote for Directors, not counting as
          outstanding any stock owned by any interested Director, officer,
          employee or agent of the Corporation and may include payment by the
          Corporation of expenses incurred in defending a civil or criminal
          action or proceeding in advance of the final disposition of such
          action or proceeding; upon receipt of an agreement by the person
          indemnified, to repay such payment if he shall be finally adjudicated
          to be not entitled to such indemnification.

     SECTION 2.    AUTHORIZATION. Any indemnification under subsection (a) or
(b) of Section 1 of this Article XIII (unless ordered by a court) shall be made
by the Corporation only as

                                     - 19 -


authorized in the specific case upon a determination that indemnification of the
present or former director, officer, partner, member, trustee, employee or agent
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in subsection (a) or (b), as the case may be. Such
determination shall be made, with respect to a person who is a director or
officer of the Corporation at the time of such determination: (i) by a majority
vote of the directors who were not parties to such action, suit or proceeding,
even though less than a quorum, or (ii) by a committee of such directors
designated by majority vote of such directors, even though less than a quorum,
or (iii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (iv) by the stockholders.

     SECTION 3.    EXPENSE ADVANCE. Expenses (including attorneys' fees)
incurred by a present or former officer or director of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding, as authorized in one of the manners provided in
Section 2 of this Article XIII, upon receipt of an undertaking by or on behalf
of such person to repay such amount if it shall ultimately be determined that he
or she is not entitled to be indemnified by the Corporation as authorized in
this Article XIII. Such expenses (including attorneys' fees) incurred by other
employees or agents of the Corporation may be so paid upon such terms and
conditions, if any, as the Corporation deems appropriate.

     SECTION 4.    NONEXCLUSIVITY. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other Sections of this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any statute,
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in an official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, partner, member, trustee, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

     SECTION 5.    INSURANCE. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, member, trustee, employee or agent
of another corporation, partnership, joint venture, limited liability company,
trust or other enterprise or non-profit entity against any liability asserted
against and incurred by him or her in any such capacity, or arising out of his
or her status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this
Article or the Rhode Island Business Corporation Act.

     SECTION 6.    "THE CORPORATION" For the purposes of this Article,
references to "the Corporation" shall include the resulting corporation and, to
the extent that the Board of Directors of the resulting corporation so decides,
all constituent corporations (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers and employees or agents so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation

                                     - 20 -


as director, officer, partner, member, trustee, employee or agent of another
corporation, partnership, joint venture, limited liability company, trust or
other enterprise or non-profit entity shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
corporation if its separate existence had continued.

     SECTION 7.    OTHER INDEMNIFICATION. The Corporation's obligation, if any,
to indemnify any person who was or is serving at its request as a director,
trustee, partner, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or non-profit entity shall
be reduced by any amount such person may collect as indemnification from such
other corporation, partnership, joint venture, trust or other enterprise or
non-profit entity or from insurance.

     SECTION 8.    OTHER DEFINITIONS. For purposes of this Article, references
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request of the
Corporation" shall include any service as a director, trustee, officer, employee
or agent of the Corporation which imposes duties on, or involves services by,
such director, trustee, officer, employee, or agent with respect to an employee
benefit plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Article.

     SECTION 9.    CONTINUATION OF INDEMNIFICATION. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, trustee, partner, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators of
such a person.

     SECTION 10.   AMENDMENT OR REPEAL. Neither the amendment nor repeal of this
Article nor the adoption of any provision of these By-Laws inconsistent with
this Article shall reduce, eliminate or adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
effectiveness of such amendment, repeal or adoption.

                                   ARTICLE XIV

                                  MISCELLANEOUS

     SECTION 1.    ANNUAL STATEMENTS. The Board of Directors shall prepare or
cause to be prepared full and correct statements of the affairs of the
Corporation for each fiscal year, including a balance sheet and a financial
statement of operations for that fiscal year, and shall present such statements
at the next annual meeting of the stockholders held in the next fiscal year.

                                     - 21 -


     SECTION 2.    CHECKS, ETC. All checks, drafts, orders for the payment of
money, notes and other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers or other employee or
employees as may from time to time be designated by the Board of Directors.

     SECTION 3.    LICENSES AND PERMITS. All applications for permits, licenses,
registrations, qualifications, and other rights directed to any department of
agency of the government of the United States or of any state, district, or
municipality thereby may be signed by the President or by such other officers as
the Board of Directors may from time to time designate.

                                     - 22 -


                                TABLE OF CONTENTS



                                                                                Page
                                                                                ----
                                                                               
ARTICLE I OFFICES AND SEAL ........................................................1
SECTION 1. Registered Office ......................................................1
SECTION 2. Other Offices ..........................................................1
SECTION 3. Seal ...................................................................1

ARTICLE II MEETINGS OF STOCKHOLDERS................................................1
SECTION 1. Place of Meeting .......................................................1
SECTION 2. Annual Meeting .........................................................1
SECTION 3. Special Meetings .......................................................1
SECTION 4. Notice .................................................................2
SECTION 5. Presiding Officer ......................................................2
SECTION 6. Quorum and Adjournments ................................................2
SECTION 7. Votes; Proxies .........................................................3
SECTION 8. Action Without Meeting .................................................3

ARTICLE III DIRECTORS .............................................................4
SECTION 1. General Powers .........................................................4
SECTION 2. Number and Election ....................................................4
SECTION 3. Term of Office .........................................................5
SECTION 4  Vacancies ..............................................................5
SECTION 5. Removal by Stockholders ................................................5
SECTION 6. Resignation of Directors ...............................................5
SECTION 7. Compensation ...........................................................5

ARTICLE IV MEETINGS OF DIRECTORS ..................................................5
SECTION 1. Time and Place of Meetings of New Board ................................5
SECTION 2. Regular Meetings. ......................................................6
SECTION 3. Presiding Officer ......................................................6
SECTION 4  Votes ..................................................................6
SECTION 5. Quorum and Adjournment .................................................6
SECTION 6. Action Without Meeting .................................................7
SECTION 7. Limitation of Liability ................................................7
SECTION 8. Participation via Communications Equipment .............................7
SECTION 9. Minutes ................................................................7

ARTICLE V COMMITTEES OF DIRECTORS .................................................7
SECTION 1. Executive Committee ....................................................7
SECTION 2. Audit Committee ........................................................9
SECTION 3. Other Committees .......................................................9
SECTION 4. Term of Office ........................................................10


                                        i


                                TABLE OF CONTENTS
                                   (continued)



                                                                                Page
                                                                                ----
                                                                               
ARTICLE VI NOTICES ...............................................................10
SECTION 1. How Made ..............................................................10
SECTION 2. Waiver of Notice ......................................................11

ARTICLE VII OFFICERS .............................................................11
SECTION 1. Officers ..............................................................11
SECTION 2. How Elected ...........................................................11
SECTION 3. Tenure ................................................................11
SECTION 4. Removal ...............................................................11
SECTION 5. Resignation ...........................................................11
SECTION 6. Compensation ..........................................................11
SECTION 7. Vacancies .............................................................11
SECTION 8. Chairman of the Board .................................................11
SECTION 9. President .............................................................12
SECTION 10. Executive Vice Presidents and Vice Presidents ........................12
SECTION 11. Secretary ............................................................12
SECTION 12. Assistant Secretaries ................................................12
SECTION 13. Treasurer ............................................................12
SECTION 14. Assistant Treasurers .................................................13
SECTION 15. Controller ...........................................................13
SECTION 16. Assistant Controllers ................................................13
SECTION 17. Subordinate Officers .................................................13

ARTICLE VIII CERTIFICATES OF STOCK ...............................................13
SECTION 1. Form and Execution of Certificates ....................................13
SECTION 2. Transfer of Shares ....................................................14
SECTION 3. Closing of Transfer Books .............................................15
SECTION 4. Fixing Date for Determination of Stockholders of Record ...............15
SECTION 5. Lost or Destroyed Certificates ........................................15
SECTION 6. Uncertificated Shares .................................................16
SECTION 7. Stock Ledger ..........................................................16
SECTION 8. Close Corporation .....................................................16

ARTICLE IX EXECUTION OF DOCUMENTS ................................................17
SECTION 1. Execution of Checks, Notes, etc .......................................17
SECTION 2. Execution of Contracts, Assignments, etc ..............................17
SECTION 3. Execution of Proxies ..................................................17

ARTICLE X INSPECTION OF BOOKS ....................................................17

ARTICLE XI FISCAL YEAR ...........................................................17


                                       ii


                                TABLE OF CONTENTS
                                   (continued)



                                                                                Page
                                                                                ----
                                                                               
ARTICLE XII AMENDMENTS ...........................................................18

ARTICLE XIII INDEMNIFICATION .....................................................18
SECTION 1. Indemnification of Officers, Directors and Others .....................18
SECTION 2. Authorization .........................................................19
SECTION 3. Expense Advance .......................................................20
SECTION 4  Nonexclusivity ........................................................20
SECTION 5. Insurance .............................................................20
SECTION 6. "The Corporation" .....................................................20
SECTION 7. Other Indemnification .................................................21
SECTION 8. Other Definitions .....................................................21
SECTION 9. Continuation of Indemnification .......................................21
SECTION 10. Amendment or Repeal ..................................................21

ARTICLE XIV MISCELLANEOUS ........................................................21
SECTION 1. Annual Statements .....................................................21
SECTION 2. Checks, etc ...........................................................22
SECTION 3. Licenses and Permits ..................................................22


                                       iii

EX-3.73

                                                                    Exhibit 3.73

                                                                          PAGE 1

                                    DELAWARE
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PJC PETERBOROUGH REALTY LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SIXTH DAY OF JANUARY, A.D. 2003, AT
10 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-FIRST DAY OF JUNE, A.D. 2004, AT
10:42 O'CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.


                                       /s/ Harriet Smith Windsor
                                       --------------------------------
                                       Harriet Smith Windsor, Secretary of State
3610850 8100H  [SEAL]                    AUTHENTICATION: 3256784

040547386                                          DATE: 07-27-04



                                                          STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                      FILED 10:00 AM 01/06/2003
                                                         030006613 - 3610850

                            CERTIFICATE OF FORMATION

                                       OF

                           PJC PETERBOROUGH REALTY LLC


     This Certificate of Formation of PJC PETERBOROUGH REALTY LLC (the
"COMPANY"), dated as of January 6, 2003, is being duly executed and filed by the
undersigned, as authorized person, to form a limited liability company under the
Delaware Limited Liability Company Act (6 DEL. C. Sec. 18-101. ET SEQ.).

     FIRST. The name of the limited liability company formed hereby is PJC
Peterborough Realty LLC.

     SECOND. The address of the registered office in the State of Delaware is
2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.
The name of its Registered Agent at such address is Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.


                                             /s/ Julianne M. Ells
                                             ----------------------------------
                                             Julianne M. Ells, Authorized Person



                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                   DELIVERED 10:43 AM 06/21/2004
                                                     FILED 10:42 AM 06/21/2004
                                                   SRV 040454154 - 3610850 FILE

                            CERTIFICATE OF AMENDMENT

                                       OF

                            CERTIFICATE OF FORMATION

                                       OF

                           PJC PETERBOROUGH REALTY LLC

                        PURSUANT TO SECTION 18-202 OF THE
                     DELAWARE LIMITED LIABILITY COMPANY ACT

                                     * * * *


1)   The name of the Limited Liability Company is

                           PJC PETERBOROUGH REALTY LLC

2)   The Certificate of Amendment is hereby amended to change Article "2" of the
     Certificate of Formation to read as follows:

     "2.  The address of the registered office in the State of Delaware is 615
          SOUTH DUPONT HIGHWAY, IN THE CITY OF DOVER, COUNTY OF KENT, 19901.

          The name of its registered agent at such address is NATIONAL CORPORATE
          RESEARCH, LTD."

     The undersigned, an authorized person of the limited liability company,
executes this Certificate of Amendment on June 10, 2004


                                                          /s/ Kathy Topor
                                                  ------------------------------
                                                       KATHY TOPOR, TREASURER
                                                  Authorized Person Name & Title

EX-3.74

                                                                    Exhibit 3.74

                           PJC PETERBOROUGH REALTY LLC

                       LIMITED LIABILITY COMPANY AGREEMENT

                               Amended & Restated

                            Dated as of July 27, 2004



                               AMENDED & RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                           PJC PETERBOROUGH REALTY LLC

     THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PJC
PETERBOROUGH REALTY LLC, dated as of January 8, 2002, entered into by PJC
SPECIAL REALTY HOLDINGS, INC., a Delaware corporation with its principal office
at 50 Service Avenue, Warwick, Rhode Island 02886 ("PJC SPECIAL"), as the sole
Member and Manager of PJC PETERBOROUGH REALTY LLC (the "COMPANY"), hereby
replaces all previous limited liability company agreements of the Company.

                                WITNESSETH THAT:

     WHEREAS, the Company whereas formed as a limited liability company pursuant
to the Delaware Limited Liability Company Act, 6 Del, C. Sections 18-101 ET SEQ.
(as from time to time amended and including any successor statute of similar
import, the "Act") as of and by the filing of a Certificate of Formation (the
"CERTIFICATE") in the office of the Secretary of State of Delaware; and

     WHEREAS, PJC Special wishes to set out its rights, obligations and duties
as the sole Member and Manager with respect to the Company and its business,
management and operations;

     NOW, THEREFORE, the sole Member hereby constitutes a limited liability
company for the purposes and on the terms and conditions set forth in this
Agreement as follows:

                                    ARTICLE I
                                   DEFINITIONS

     Capitalized terms used in this Agreement shall have the meanings set forth
below or in the section of this Agreement referred to below:

     "ACT" shall have the meaning set forth in the recitals to this Agreement.

     "AFFILIATE" shall mean, with respect to any Person, (i) in the case of any
such Person which is a partnership, any partner in such partnership; (ii) any
other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with
respect to such Person or to one or more of the Persons referred to in preceding
clause (i); and (iii) any other Person who is an officer, director, trustee or
employee of, or partner in, such Person or any Person referred to in the
preceding clauses (i) and (ii); PROVIDED, HOWEVER, that such term, shall not
include within its meaning the Company itself or a Subsidiary of the Company.



     "AGREEMENT" shall mean this Limited Liability Company Agreement, including
all schedules and exhibits hereto, as it and they may be amended, restated or
supplemented from time to time as herein provided.



     "AVAILABLE CASH" shall mean the excess of (i) the cash and short term
investments of the Company over (ii) any reserves established from time to time
in accordance with SECTION 4.3.

     "CERTIFICATE" shall mean the Certificate of Formation of Limited Liability
Company of the Company as provided for pursuant to the Act, as originally filed
with the office of the Secretary of State of Delaware, as amended and restated
from time to time as herein provided.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any subsequent Federal law of similar import, and, to the extent
applicable, any Treasury Regulations promulgated thereunder.

     "COMPANY" shall mean the limited liability company hereby established in
accordance with this Agreement, as such limited liability company may from time
to time be constituted.

     "COMPANY INTEREST" shall mean the interest of the sole Member in the
Company, as expressed on Schedule A opposite such Member's name.

     "ENTITY" shall mean any general partnership, limited partnership,
corporation, joint venture, trust, limited liability company, business trust,
cooperative, association, or governmental unit.

     "FISCAL YEAR" shall mean the fiscal year of the Company and shall be the
same as the taxable year of its sole Member. Each Fiscal Year shall commence on
the day immediately following the last day of the immediately preceding Fiscal
Year.

     "LIQUIDATING TRANSACTION" shall have the meaning set forth in

     "MANAGER" shall mean PJC Special.

     "MEMBER" shall mean PJC Special.

     "PARENT" shall mean with respect to any Person, any Person which owns
directly, or indirectly through one or more Subsidiaries, twenty percent (20%)
or more of the voting or beneficial interest in, or otherwise has the right or
power (whether by contract, through ownership of securities or otherwise) to
control, such Person.

     "PERSON" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so admits.

     "SUBSIDIARY" shall mean, with respect to any Person, any Entity (i) in
which such Person owns directly, or indirectly through one or more Subsidiaries,
twenty percent (20%) or more of the voting or beneficial interest; or (ii) which
such Person otherwise has the right or power to control (whether by contract,
through ownership of securities or



otherwise).

     "TREASURY REGULATIONS" shall mean the Federal income tax regulations,
including any temporary or proposed regulations, promulgated under the Code, as
such Treasury Regulations may be amended from time to time (it being understood
that all references herein to specific sections of the Treasury Regulations
shall be deemed also to refer to any corresponding provisions of succeeding
Treasury Regulations).

                                    ARTICLE 2
                     FORMATION OF LIMITED LIABILITY COMPANY

     2.1    FORMATION. The Company is hereby formed as a limited liability
company under and pursuant to the Act.

     2.2    COMPANY NAME. The name of the Company shall be "PJC PETERBOROUGH
REALTY LLC." The business of the Company shall be conducted under such name or
such other names as may from time to time be established by the Manager.

     2.3    THE CERTIFICATE, ETC. The filing of the Certificate with the
Secretary of State of Delaware by the Manager is hereby ratified and confirmed
by the sole Member. The Manager hereby agrees to cause to be executed, filed and
recorded all such other certificates and documents, including amendments to the
Certificate, and to cause to be done such other acts as may be necessary or
appropriate to comply with all requirements for the formation, continuation and
operation of a limited liability company, the ownership of property, and the
conduct of business under the laws of the State of Delaware and any other
jurisdiction in which the Company may own property or conduct business.

     2.4    PRINCIPAL BUSINESS OFFICE, REGISTERED OFFICE AND REGISTERED AGENT.
The principal business office of the Company shall be located at 50 Service
Avenue, Warwick, Rhode Island 02886, or at such other location as may hereafter
be designated by the Manager. The registered office of the Company shall be 2711
Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The
registered agent for service of process on the Company shall be Corporation
Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle
County, Delaware 19808. The principal business office, the registered office and
the registered agent of the Company may be changed from time to time by the
Manager and in accordance with the then applicable provisions of the Act and any
other applicable laws.

     2.5    TERM OF COMPANY. The term of the Company shall commence on the date
of the initial filing of the Certificate with the office of the Secretary of
State of Delaware and shall continue until dissolved pursuant to the provisions
of SECTION 8.1.

     2.6    PURPOSES. The purposes of the Company are to engage in any lawful
business that may be engaged in by a limited liability company organized under
the Act. In addition, and not in limitation of the foregoing, the Company shall
have the following



purposes: (i) to acquire, hold, own, operate, maintain, improve, expand, sell,
pledge, mortgage, develop, lease, manage, subdivide, exchange or otherwise
dispose of real and personal property of every kind and description and
interests in Entities which own (directly or indirectly) real and personal
property, and (ii) to acquire, hold, own, manage, sell, exchange or otherwise
dispose of investments of every kind and description and interests in Entities
which own (directly and indirectly) interests in businesses or ventures of every
kind.

     2.7    POWERS. In furtherance of its purposes, but subject to all of the
provisions of this Agreement, the Company shall have the power and is hereby
authorized to:

            (a)  acquire by purchase, lease, contribution of property or
     otherwise and own, hold, sell, convey, transfer or dispose of real or
     personal property or securities or other interests in Entities which own or
     hold, directly or indirectly, real property or interests in businesses or
     ventures which may be necessary, convenient or incidental to the
     accomplishment of the purposes of the Company;

            (b)  operate, purchase, maintain, finance, improve, expand, own,
     sell, convey, assign, mortgage, lease or demolish or otherwise dispose of
     real or personal property or securities or other interests in Entities
     which own or hold, directly or indirectly, real property or interests in
     businesses or ventures which may be necessary, convenient or incidental to
     the accomplishment of the purposes of the Company;

            (c)  borrow money and issue evidences of indebtedness in furtherance
     of any or all of the purposes of the Company, and secure the same by
     mortgage, pledge or other lien on the assets of the Company;

            (d)  invest any funds of the Company pending distribution or payment
     of the same pursuant to the provisions of this Agreement;

            (e)  prepay in whole or in part, refinance, recast, increase, modify
     or extend any indebtedness of the Company and, in connection therewith,
     execute any extensions, renewals or modifications of any mortgage or
     security agreement securing such indebtedness;

            (f)  enter into, perform and carry out contracts of any kind,
     including, without limitation, contracts with any Affiliate of a Member and
     contracts in respect of rendering operating or management services or in
     respect of acting as a manager to any Person or Persons, necessary to, in
     connection with, or incidental to the accomplishment of the purposes of the
     Company;

            (g)  establish reserves for capital expenditures, working capital,
     debt service, taxes, assessments, insurance premiums, repairs,
     improvements, depreciation, depletion, obsolescence, and general
     maintenance of buildings and other property out of the rents, profits, or
     other income received;



            (h)  employ or otherwise engage employees, managers, contractors,
     advisors and consultants and pay reasonable compensation for such services;

            (i)  enter into partnerships, limited liability companies or other
     ventures with other Persons in furtherance of the purposes of the Company;
     and

            (j)  do such other things and engage in such other activities
     related to the foregoing as may be necessary, convenient or advisable with
     respect to the conduct of the business of the Company, and have and
     exercise all of the powers and rights conferred upon limited liability
     companies formed pursuant to the Act.

                                    ARTICLE 3
                                 CAPITALIZATION

3.1  CAPITALIZATION.

     (a)    The sole Member contributed or caused to be contributed to the
Company the sum of One Thousand and 00/100 Dollars ($1,000.00) in cash in
consideration for which the sole Member was issued and was deemed to own 100% of
the member interest of the Company. Such member interest shall not be
certificated.

     (b)    The sole Member may from time to time contribute or cause to be
contributed to the Company such additional money or property as the sole Member
may desire to contribute, provided that at no time shall the sole Member be
required to contribute any cash or property other than the aforesaid sum of One
Thousand and 00/100 Dollars ($1,000.00).

                                    ARTICLE 4
                           BOOKS; ACCOUNTING; REPORTS

4.1  BOOKS AND RECORDS; INSPECTION.

     (a)    The Company shall keep, or cause to be kept, complete and accurate
books and records of account of the Company. The Company shall maintain the
following at its principal business office: (i) a writing setting forth the sole
Member's full name and last known business address; (ii) a copy of the
Certificate, including all certificates of amendment thereto and executed copies
of all powers of attorney pursuant to which the Certificate or any certificate
of amendment has been executed; (iii) copies of the Company's Federal, state and
local income tax returns and reports, if any, for the three (3) most recent
Fiscal Years of the Company; (iv) copies of this Agreement and of any financial
statements of the Company for the three (3) most recent Fiscal Years of the
Company; and (v) all other records required to be maintained pursuant to the
Act.

     (b)    The sole Member shall have the right, at all reasonable times and
upon



reasonable notice during usual business hours, to audit, examine and make copies
of or extracts from the books of account of the Company for any purpose
reasonably related to such Member's interest as the sole Member of the Company.
Such right may be exercised through any agent or employee of such Member
designated by it or by a certified public accountant designated by such Member.
The sole Member shall bear all expenses incurred in any examination made for
such Member's account.

4.2  FILING OF RETURNS AND OTHER WRITINGS.

            (a)  The Company shall cause the preparation and timely filing of
     all Company tax returns and shall timely file all other writings required
     by any governmental authority having jurisdiction to require such filing.

            (b)  The provisions of this SECTION 4.2 shall survive the
     termination of the Company and shall remain binding for as long a period of
     time as is necessary to resolve with the Internal Revenue Service or other
     governmental authority any and all matters regarding the Federal income or
     other taxation of the Company or the sole Member.

     4.3    RESERVES. The Company may establish such reserves as the Manager
shall from time to time determine to be necessary or appropriate.

                                    ARTICLE 5
                                   ALLOCATIONS

     5.1    ALLOCATION OF PROFIT AND LOSS. The profit and loss of the Company
for each Fiscal Year shall be attributed to the sole Member. For purposes of
determining profit, loss or any other items allocable to any period, profit,
loss and any such other items shall be determined on a daily, monthly or other
basis, as determined by the Manager using any permissible method under the Code
and the Treasury Regulations promulgated thereunder.

     5.2    TAX ALLOCATIONS. All items of income, gain, loss, deduction or
credit shall be attributed to the sole Member, as required by law.

                                    ARTICLE 6
                                  DISTRIBUTIONS

     6.1    DISTRIBUTIONS OTHER THAN PROCEEDS OF ANY LIQUIDATING TRANSACTION.
Subject to SECTION 6.2, Section 18-607 of the Act and any other applicable law,
Available Cash shall be applied and distributed from time to time, as the
Manager shall determine, to the sole Member.

     6.2    PROCEEDS OF ANY LIQUIDATING TRANSACTION. Upon the occurrence of any
transaction (a "LIQUIDATING TRANSACTION") involving the sale or other
disposition of all or substantially all of the assets of the Company, all
Available Cash resulting therefrom (or from any other source during the period
of winding up of the Company) shall be applied FIRST to the payment of any debts
or liabilities of the Company to creditors (including, as



applicable, the sole Member in its capacity as a creditor) or to the funding of
reserves for debts or liabilities not then due and owing and for contingent
liabilities to the extent deemed reasonable by the Manager and THEN to the sole
Member. It is understood and agreed that all payments under this SECTION 6.2
shall be made as soon as reasonably practicable and in any event by the end of
the Fiscal Year in which such Liquidating Transaction occurs or, if later,
within ninety (90) days after the date of such Liquidating Transaction.

                                    ARTICLE 7
                       RIGHTS AND OBLIGATIONS OF MEMBERS;
                      MANAGEMENT OF THE COMPANY'S BUSINESS

     7.1    LIMITED LIABILITY. Except as otherwise provided by the Act, the
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the sole Member shall not be obligated personally for any such
debt, obligation or liability of the Company by reason of being a member of the
Company. The sole Member shall not be required to lend any funds to the Company.

7.2  MANAGEMENT AND CONTROL.

            (a)  The sole Member, in its capacity as such: (i) shall not
     participate in the management or control of the business of, or transact
     any business for or on behalf of, the Company; (ii) shall have no voting
     rights, except as specifically provided in this Agreement; and (iii) shall
     have no power to sign for or bind the Company. The Sole Member shall,
     however, have the approval rights expressly set forth elsewhere in this
     Agreement or specifically required by the Act.

            (b)  Except as otherwise specifically provided in this Agreement,
     the Manager shall have full authority and responsibility and exclusive and
     complete discretion in the management, control, operation and disposition
     of the business and assets of the Company for the purposes herein stated,
     shall make all decisions affecting the Company's business and assets and
     shall have full, complete and exclusive discretion to take any and all
     actions that the Company is authorized to take and to make all decisions
     with respect thereto. The Manager may appoint a President, one or more Vice
     Presidents, a Treasurer and a Secretary and such other officers as the
     Manager shall deem appropriate, each of which officers may, to the extent
     provided by the Manager, have the powers attendant to a similar officer of
     a Delaware corporation. Except as otherwise provided by the Act, the
     Manager shall not be personally liable for any of the debts, liabilities,
     obligations or contracts of the Company, nor shall the Manager, in its
     capacity as such, be required to contribute or lend any funds to the
     Company.

            (c)  Subject to the express provisions of this Agreement, the
     Manager shall have the authority to execute on behalf of the Company, as
     its authorized signatory, such agreements, contracts, instruments and other
     documents as it shall



     from time to time approve, such approval to be conclusively evidenced by
     its execution and delivery of any of the foregoing, including, without
     limitation: (i) checks, drafts, notes and other negotiable instruments;
     (ii) deeds of trust and assignments of rights; (iii) contracts for the sale
     of assets or relating to consulting, advisory or management services,
     deeds, leases, assignments and bills of sale; and (iv) loan agreements,
     mortgages, security agreements, pledge agreements and financing statements.
     The signature of the Manager on any such instrument, agreement, contract,
     lease, conveyance or document, or upon any check, draft, note or other
     negotiable instrument, shall be sufficient to bind the Company in respect
     thereof and shall conclusively evidence the authority of the Manager with
     respect thereto, and no third person need look to the application of funds
     or authority to act or require the joinder or consent of any other party.

     7.3    EVIDENCE OF AUTHORITY, ETC.

            (a)  Any Person dealing with the Company may rely on a certificate
     signed by the Manager as to:

                         (i)    the identity of the sole Member, the Manager or
                         the officers, employees or agents of the Company.

                         (ii)   the existence or nonexistence of any fact or
                         facts which constitute conditions precedent to acts by
                         the sole Member, the Manager, or any officer, employee
                         or agent or are in any other manner germane to the
                         affairs of the Company;

                         (iii)  who is authorized to execute and deliver any
                         instrument or document on behalf of the Company;

                         (iv)   the authenticity of a copy of this Agreement and
                         amendments hereto;

                         (v)    any act or failure to act by the Company or as
                         to any other matter whatsoever involving the Company,
                         the sole Member, the Manager, or any officer, employee
                         or agent; or

                         (vi)   the authority of the Manager or any officer,
                         employee or agent or other Person to act on behalf of
                         the Company.

     7.4    DESIGNATION OF MANAGER. The sole Member hereby confirms the
designation of the Person specified as the Manager in the first paragraph of
this Agreement as the Manager. By execution of this Agreement, such Person
hereby accepts such designation.



     7.5    OTHER BUSINESS. ETC.

            (a)  The Manager, sole Member and any Affiliate thereof may engage
     in or possess an interest in other business ventures (unconnected with the
     Company) of every kind and description, independently or with others, and
     the Company shall not have any rights in or to such independent ventures or
     the income or profits therefrom by virtue of this Agreement.

            (b)  Unless otherwise approved by the Company, no Person shall use
     any proprietary or confidential information owned by the Company other than
     for the benefit of the Company, whether or not such Person remains a
     Member, Affiliate, Manager, director, officer or employee of the Company.

     7.6    STANDARD OF CARE; INDEMNIFICATION OF MEMBERS, OFFICERS, EMPLOYEES
AND AGENTS.

            (a)  No Member shall have any personal liability whatsoever to the
     Company or any other Member on account of such Member's status as a Member
     or by reason of such Member's acts or omissions in connection with the
     conduct of the business of the Company.

            (b)  The Company shall indemnify and hold harmless each Member and
     the affiliates of any Member (each an "Indemnified Person") against any and
     all losses, claims, damages, expenses and liabilities (including, but not
     limited to, any investigation, legal and other reasonable expenses incurred
     in connection with, and any amounts paid in settlement of, any action,
     suit, proceeding or claim) of any kind or nature whatsoever that such
     Indemnified Person may at any time become subject to or liable for by
     reason of the formation, operation or termination of the Company, or the
     Indemnified Person's acting as a Member under this Agreement, or the
     authorized actions of such Indemnified Person in connection with the
     conduct of the affairs of the Company (including, without limitation,
     indemnification against negligence, gross negligence or breach of duty).
     The indemnities provided hereunder shall survive termination of the Company
     and this Agreement. Costs and expenses that are subject to indemnification
     hereunder shall, at the request of any Indemnified Person, be advanced by
     the Company to or on behalf of such Indemnified Person prior to final
     resolution of a matter, so long as such Indemnified Person shall have
     provided the Company with a written undertaking to reimburse the Company
     for all amounts so advanced if it is ultimately determined that the
     Indemnified Person is not entitled to indemnification hereunder.

            (c)  The contract rights to indemnification and to the advancement
     of expenses conferred in this Section 7.6 shall not be exclusive of any
     other right that any person may have or hereafter acquire under any
     statute, agreement, vote of the Members or otherwise.



            (d)  The Company may maintain insurance, at its expense, to protect
     itself and any Member, employee or agent of the Company or another limited
     liability company, corporation, partnership, joint venture, trust or other
     enterprise against any expense, liability or loss, whether or not the
     Company would have the power to indemnify such person against such expense,
     liability or loss under the Delaware Act.

            (e)  The Company may, to the extent authorized from time to time by
     the Members, grant rights to indemnification and to advancement of expenses
     to any officer, employee or agent of the Company to the fullest extent of
     the provisions of this Section 7.6 with respect to the indemnification and
     advancement of expenses of Members of the Company.

            (f)  Notwithstanding the foregoing provisions of this Section 7.6,
     the Company shall indemnify an Indemnified Person in connection with a
     proceeding (or part thereof) initiated by such Indemnified Person only if
     such proceeding (or part thereof) was authorized by the Members; provided,
     however, that an Indemnified Person shall be entitled to reimbursement of
     his or her reasonable counsel fees with respect to a proceeding (or part
     thereof) initiated by such Indemnified Person to enforce his or her right
     to indemnity or advancement of expenses under the provisions of this
     Section 7.6 to the extent the Indemnified Person is successful on the
     merits in such proceeding (or part thereof).

                                    ARTICLE 8
                                   TERMINATION

8.1  EVENTS OF DISSOLUTION.

            (a)  In accordance with Section 18-801 of the Act, the Company shall
     be dissolved and the affairs of the Company wound up upon (i) a
     determination of the sole Member to dissolve the Company; or (ii) entry of
     a judicial decree of dissolution.

            (b)  Dissolution of the Company shall be effective on the day on
     which a determination of the sole Member to dissolve the Company occurs or
     the day on which a Judicial decree of dissolution is entered, but the
     Company shall not terminate until the assets of the Company shall have been
     distributed as provided herein and a certificate of cancellation of the
     Company has been filed with the Secretary of State of Delaware.

     8.2    APPLICATION OF ASSETS. In the event of dissolution, the Company
shall conduct only such activities as are necessary to wind up its affairs
(including the sale of the assets of the Company in an orderly manner), and the
assets of the Company shall be applied in the manner, and in the order of
priority, set forth in SECTION 6.2.



                                    ARTICLE 9
                                  MISCELLANEOUS

     9.1    NOTICES.

            (a)  Any and all notices, consents, offers, elections and other
     communications required or permitted under this Agreement shall be deemed
     adequately given only if in writing and the same shall be delivered either
     in hand or by Federal Express or similar expedited commercial carrier,
     addressed to the recipient of the notice, postage prepaid and registered,
     or with all freight charges prepaid (if by Federal Express or similar
     carrier),

            (b)  All notices, demands and requests to be sent hereunder shall be
     deemed to have been given for all purposes of this Agreement upon the date
     of receipt or refusal.

            (c)  All such notices, demands and requests shall be addressed to
     the address set forth on SCHEDULE A hereto or to such other United States
     address as the Member may have designated for itself by written notice to
     the Company in the manner herein prescribed, except that notices of change
     of address shall be effective only upon receipt.

     9.2    WORD MEANINGS. The words such as "herein", "hereinafter", "hereof"
and "hereunder" refer to this Agreement as a whole and not merely to a
subdivision in which such words appear unless the context otherwise requires.
The singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, unless the context otherwise requires.

     9.3    BINDING PROVISIONS. The covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the heirs, executors,
administrators and legal representatives or successors and assigns, as the case
may be, of the party hereto.

     9.4    APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware, In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control and take precedence.

     9.5    SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall
be considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

     9.6    COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

     9.7    ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding



of the sole Member and the Company with respect to the transactions contemplated
herein and supersedes all prior understandings or agreements in respect of such
transactions.

     9.8    AMENDMENTS. This Agreement shall not be amended except with the
prior written consent of the sole Member. Any consent may be given subject to
satisfaction of conditions stated therein.

     9.9    INVESTMENT REPRESENTATIONS. The sole Member understands that its
Company Interest has not been registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), on the grounds that its acquisition of such
Company Interest is exempt under Section 4(2) of the Securities Act as not
involving a public offering.

     910    TAX PRINCIPLES. For so long as the Company is owned by a sole
Member, it shall be treated as a disregarded entity for Federal and state income
tax purposes pursuant to Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and corresponding provisions of state law. Upon the admission to the
Company of more than one Member, the Company shall be treated as having become,
in the manner prescribed by Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and Internal Revenue Service Revenue Rulings 99-5 and 99-6, a
partnership for Federal and state income tax purposes pursuant to Sections
301.7701-2 and 301.7701-3 of the Treasury Regulations and corresponding
provisions of state law, and this Agreement will be amended accordingly to
reflect the same.


                  [remainder of page intentionally left blank]



     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Agreement under seal as of the day and year first above written.


                                              PJC SPECIAL REALTY HOLDINGS, INC.,
                                              a Delaware corporation


                                              By: /s/ Susan Morgan
                                                  ---------------------------
                                                  Susan Morgan
                                                  Assistant Vice President



                                  SCHEDULE A TO
        PJC PETERBOROUGH REALTY LLC LIMITED LIABILITY COMPANY AGREEMENT.



              Name and Address                   Company Interest Member
              ----------------                   -----------------------
                                                     
       PJC Special Realty Holdings, Inc,                100%
       50 Service Avenue
       Warwick, Rhode Island 02886

EX-3.75

                                                                    Exhibit 3.75

                                                                          PAGE 1

                                    DELAWARE
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PJC PROVIDENCE REALTY LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FOURTEENTH DAY OF JANUARY, A.D. 2002,
AT 9 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-EIGHTH DAY OF MAY, A.D. 2003, AT
10:54 O'CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.

[SEAL]

                                     /s/ Harriet Smith Windsor
                                     -------------------------
3480180  8100H                       Harriet Smith Windsor, Secretary of State
040547395                               AUTHENTICATION: 3256792
                                                  DATE: 07-27-04



                            CERTIFICATE OF FORMATION

                                       OF

                            PJC PROVIDENCE REALTY LLC

     This Certificate of Formation of PJC PROVIDENCE REALTY LLC (the "COMPANY"),
dated as of January 11, 2002, is being duly executed and filed by the
undersigned, as authorized person, to form a limited liability company under the
Delaware Limited Liability Company Act (6 DEL. C. Sec. 18-101, ET SEQ.).

     FIRST. The name of the limited liability company formed hereby is PJC
Providence Realty LLC.

     SECOND. The address of the registered office in the State of Delaware is
2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.
The name of its Registered Agent at such address is Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.


                                       /s/ Julianne M. Ells
                                       -------------------------------------
                                       Julianne M. Ells, Authorized Person


                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 01/14/2002
                                                          020024236 - 3480180



                                                        STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                   DELIVERED 10:55 AM 05/28/2003
                                                     FILED 10:54 AM 05/28/2003
                                                    SRV 030346113 - 3480180 FILE


                            CERTIFICATE OF AMENDMENT

                                       OF

                            CERTIFICATE OF FORMATION

                                       OF

                            PJC PROVIDENCE REALTY LLC

                        PURSUANT TO SECTION 18-202 OF THE
                     DELAWARE LIMITED LIABILITY COMPANY ACT

                                     * * * *


1)   The name of the Limited Liability Company is PJC Providence Realty LLC.

2)   The Certificate of Amendment is hereby amended to change Article "2" of the
     Certificate of Formation to read as follows:

     "2. The address of the registered office in the State of Delaware is 615
     South DuPont Highway, in the City of Dover, County of Kent, 19901. The name
     of its registered agent at such address is NATIONAL CORPORATE RESEARCH,
     LTD."

     The undersigned, an authorized person of the limited liability company,
executes this Certificate of Amendment on May 27, 2003.


                                                       /s/Randy Wyrofsky
                                                       -----------------------
                                                       Authorized Person

EX-3.76

                                                                    Exhibit 3.76

                            PJC PROVIDENCE REALTY LLC

                       LIMITED LIABILITY COMPANY AGREEMENT

                          Dated as of January 14, 2002



                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                            PJC PROVIDENCE REALTY LLC

     THIS LIMITED LIABILITY COMPANY AGREEMENT of PJC PROVIDENCE REALTY LLC,
dated as of January 11, 2002, entered into by PJC SPECIAL REALTY HOLDINGS, INC.,
a Delaware corporation with its principal office at 50 Service Avenue, Warwick,
Rhode Island 02886 ("PJC Special"), as the sole Member and Manager of PJC
PROVIDENCE REALTY LLC (the "COMPANY"),

                                WITNESSETH THAT:

     WHEREAS, the Company shall be formed as a limited liability company
pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Sections
18-101 ET SEQ. (as from time to time amended and including any successor statute
of similar import, the "ACT") as of and by the filing of a Certificate of
Formation (the "CERTIFICATE") in the office of the Secretary of State of
Delaware; and

     WHEREAS, PJC Special wishes to set out its rights, obligations and duties
as the sole Member and Manager with respect to the Company and its business,
management and operations;

     NOW, THEREFORE, the sole Member hereby constitutes a limited liability
company for the purposes and on the terms and conditions set forth in this
Agreement as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Capitalized terms used in this Agreement shall have the meanings set forth
below or in the section of this Agreement referred to below:

     "ACT" shall have the meaning set forth in the recitals to this Agreement.

     "AFFILIATE" shall mean, with respect to any Person, (i) in the case of any
such Person which is a partnership, any partner in such partnership; (ii) any
other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with
respect to such Person or to one or more of the Persons referred to in preceding
clause (i); and (iii) any other Person who is an officer, director, trustee or
employee of, or partner in, such Person or any Person referred to in the
preceding clauses (i) and (ii); PROVIDED, HOWEVER, that such term shall not
include within its meaning the Company itself or a Subsidiary of the Company.

     "AGREEMENT" shall mean this Limited Liability Company Agreement, including
all schedules and exhibits hereto, as it and they may be amended, restated or
supplemented from time to time as herein provided.

     "AVAILABLE CASH" shall mean the excess of (i) the cash and short term
investments of the Company over (ii) any reserves established from time to time
in accordance with SECTION 4.3.



     "CERTIFICATE" shall mean the Certificate of Formation of Limited Liability
Company of the Company as provided for pursuant to the Act, as originally filed
with the office of the Secretary of State of Delaware, as amended and restated
from time to time as herein provided.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any subsequent Federal law of similar import, and, to the extent
applicable, any Treasury Regulations promulgated thereunder.

     "COMPANY" shall mean the limited liability company hereby established in
accordance with this Agreement, as such limited liability company may from time
to time be constituted.

     "COMPANY INTEREST" shall mean the interest of the sole Member in the
Company, as expressed on Schedule A opposite such Member's name.

     "ENTITY" shall mean any general partnership, limited partnership,
corporation, joint venture, trust, limited liability company, business trust,
cooperative, association, or governmental unit.

     "FISCAL YEAR" shall mean the fiscal year of the Company and shall be the
same as the taxable year of its sole Member. Each Fiscal Year shall commence on
the day immediately following the last day of the immediately preceding Fiscal
Year.

     "LIQUIDATING TRANSACTION" shall have the meaning set forth in SECTION 6.2.

     "MANAGER" shall mean PJC Special.

     "MEMBER" shall mean PJC Special.

     "PARENT" shall mean, with respect to any Person, any Person which owns
directly, or indirectly through one or more Subsidiaries, twenty percent (20%)
or more of the voting or beneficial interest in, or otherwise has the right or
power (whether by contract, through ownership of securities or otherwise) to
control, such Person.

     "PERSON" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so admits.

     "SUBSIDIARY" shall mean, with respect to any Person, any Entity (i) in
which such Person owns directly, or indirectly through one or more Subsidiaries,
twenty percent (20%) or more of the voting or beneficial interest; or (ii) which
such Person otherwise has the right or power to control (whether by contract,
through ownership of securities or otherwise).

     "TREASURY REGULATIONS" shall mean the Federal income tax regulations,
including any temporary or proposed regulations, promulgated under the Code, as
such Treasury Regulations may be amended from time to time (it being understood
that all references herein to specific sections of the Treasury Regulations
shall be deemed also to refer to any corresponding provisions of succeeding
Treasury Regulations).

                                       -2-


                                    ARTICLE 2
                     FORMATION OF LIMITED LIABILITY COMPANY

     2.1    FORMATION. The Company is hereby formed as a limited liability
company under and pursuant to the Act.

     2.2    COMPANY NAME. The name of the Company shall be "PJC Providence
Realty LLC". The business of the Company shall be conducted under such name or
such other names as may from time to time be established by the Manager.

     2.3    THE CERTIFICATE, ETC. The filing of the Certificate with the
Secretary of State of Delaware by the Manager is hereby ratified and confirmed
by the sole Member. The Manager hereby agrees to cause to be executed, filed and
recorded all such other certificates and documents, including amendments to the
Certificate, and to cause to be done such other acts as may be necessary or
appropriate to comply with all requirements for the formation, continuation and
operation of a limited liability company, the ownership of property, and the
conduct of business under the laws of the State of Delaware and any other
jurisdiction in which the Company may own property or conduct business.

     2.4    PRINCIPAL BUSINESS OFFICE, REGISTERED OFFICE AND REGISTERED AGENT.
The principal business office of the Company shall be located at 50 Service
Avenue, Warwick, Rhode Island 02886, or at such other location as may hereafter
be designated by the Manager. The registered office of the Company shall be 2711
Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The
registered agent for service of process on the Company shall be Corporation
Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle
County, Delaware 19808. The principal business office, the registered office and
the registered agent of the Company may be changed from time to time by the
Manager and in accordance with the then applicable provisions of the Act and any
other applicable laws.

     2.5    TERM OF COMPANY. The term of the Company shall commence on the date
of the initial filing of the Certificate with the office of the Secretary of
State of Delaware and shall continue until dissolved pursuant to the provisions
of SECTION 8.1.

     2.6    PURPOSES. The purposes of the Company are to engage in any lawful
business that may be engaged in by a limited liability company organized under
the Act. In addition, and not in limitation of the foregoing, the Company shall
have the following purposes: (i) to acquire, hold, own, operate, maintain,
improve, expand, sell, pledge, mortgage, develop, lease, manage, subdivide,
exchange or otherwise dispose of real and personal property of every kind and
description and interests in Entities which own (directly or indirectly) real
and personal property, and (ii) to acquire, hold, own, manage, sell, exchange or
otherwise dispose of investments of every kind and description and interests in
Entities which own (directly and indirectly) interests in businesses or ventures
of every kind.

     2.7    POWERS. In furtherance of its purposes, but subject to all of the
provisions of this Agreement, the Company shall have the power and is hereby
authorized to:

            (a)  acquire by purchase, lease, contribution of property or
     otherwise and own, hold, sell, convey, transfer or dispose of real or
     personal property or securities or other

                                       -3-


     interests in Entities which own or hold, directly or indirectly, real
     property or interests in businesses or ventures which may be necessary,
     convenient or incidental to the accomplishment of the purposes of the
     Company;

            (b)  operate, purchase, maintain, finance, improve, expand, own,
     sell, convey, assign, mortgage, lease or demolish or otherwise dispose of
     real or personal property or securities or other interests in Entities
     which own or hold, directly or indirectly, real property or interests in
     businesses or ventures which may be necessary, convenient or incidental to
     the accomplishment of the purposes of the Company;

            (c)  borrow money and issue evidences of indebtedness in furtherance
     of any or all of the purposes of the Company, and secure the same by
     mortgage, pledge or other lien on the assets of the Company;

            (d)  invest any funds of the Company pending distribution or payment
     of the same pursuant to the provisions of this Agreement;

            (e)  prepay in whole or in part, refinance, recast, increase, modify
     or extend any indebtedness of the Company and, in connection therewith,
     execute any extensions, renewals or modifications of any mortgage or
     security agreement securing such indebtedness;

            (f)  enter into, perform and carry out contracts of any kind,
     including, without limitation, contracts with any Affiliate of a Member and
     contracts in respect of rendering operating or management services or in
     respect of acting as a manager to any Person or Persons, necessary to, in
     connection with, or incidental to the accomplishment of the purposes of the
     Company;

            (g)  establish reserves for capital expenditures, working capital,
     debt service, taxes, assessments, insurance premiums, repairs,
     improvements, depreciation, depletion, obsolescence, and general
     maintenance of buildings and other property out of the rents, profits, or
     other income received;

            (h)  employ or otherwise engage employees, managers, contractors,
     advisors and consultants and pay reasonable compensation for such services;

            (i)  enter into partnerships, limited liability companies or other
     ventures with other Persons in furtherance of the purposes of the Company;
     and

            (j)  do such other things and engage in such other activities
     related to the foregoing as may be necessary, convenient or advisable with
     respect to the conduct of the business of the Company, and have and
     exercise all of the powers and rights conferred upon limited liability
     companies formed pursuant to the Act.

                                       -4-


                                    ARTICLE 3
                                 CAPITALIZATION

     3.1    CAPITALIZATION.

            (a)  The sole Member shall contribute or cause to be contributed to
     the Company as promptly as possible following the execution of this
     Agreement, the sum of One Thousand and 00/100 Dollars ($1,000.00) in cash
     in consideration for which the sole Member shall be issued and shall be
     deemed to own 100% of the member interest of the Company. Such member
     interest shall not be certificated.

            (b)  The sole Member may from time to time contribute or cause to be
     contributed to the Company such additional money or property as the sole
     Member may desire to contribute, provided that at no time shall the sole
     Member be required to contribute any cash or property other than the
     aforesaid sum of One Thousand and 00/100 Dollars (S1,000.00).

                                    ARTICLE 4
                           BOOKS; ACCOUNTING; REPORTS

     4.1    BOOKS AND RECORDS; INSPECTION.

            (a)  The Company shall keep, or cause to be kept, complete and
     accurate books and records of account of the Company. The Company shall
     maintain the following at its principal business office: (i) a writing
     setting forth the sole Member's full name and last known business address;
     (ii) a copy of the Certificate, including all certificates of amendment
     thereto and executed copies of all powers of attorney pursuant to which the
     Certificate or any certificate of amendment has been executed; (iii) copies
     of the Company's Federal, state and local income tax returns and reports,
     if any, for the three (3) most recent Fiscal Years of the Company; (iv)
     copies of this Agreement and of any financial statements of the Company for
     the three (3) most recent Fiscal Years of the Company; and (v) all other
     records required to be maintained pursuant to the Act.

            (b)  The sole Member shall have the right, at all reasonable times
     and upon reasonable notice during usual business hours, to audit, examine
     and make copies of or extracts from the books of account of the Company for
     any purpose reasonably related to such Member's interest as the sole Member
     of the Company. Such right may be exercised through any agent or employee
     of such Member designated by it or by a certified public accountant
     designated by such Member. The sole Member shall bear all expenses incurred
     in any examination made for such Member's account.

     4.2    FILING OF RETURNS AND OTHER WRITINGS.

            (a)  The Company shall cause the preparation and timely filing of
     all Company tax returns and shall timely file all other writings required
     by any governmental authority having jurisdiction to require such filing.

                                       -5-


            (b)  The provisions of this SECTION 4.2 shall survive the
     termination of the Company and shall remain binding for as long a period of
     time as is necessary to resolve with the Internal Revenue Service or other
     governmental authority any and all matters regarding the Federal income or
     other taxation of the Company or the sole Member.

     4.3    RESERVES. The Company may establish such reserves as the Manager
shall from time to time determine to be necessary or appropriate.

                                    ARTICLE 5
                                   ALLOCATIONS

     5.1    ALLOCATION OF PROFIT AND LOSS. The profit and loss of the Company
for each Fiscal Year shall be attributed to the sole Member. For purposes of
determining profit, loss or any other items allocable to any period, profit,
loss and any such other items shall be determined on a daily, monthly or other
basis, as determined by the Manager using any permissible method under the Code
and the Treasury Regulations promulgated thereunder.

     5.2    TAX ALLOCATIONS. All items of income, gain, loss, deduction or
credit shall be attributed to the sole Member, as required by law.

                                    ARTICLE 6
                                  DISTRIBUTIONS

     6.1    DISTRIBUTIONS OTHER THAN PROCEEDS OF ANY LIQUIDATING TRANSACTION.
Subject to SECTION 6.2. Section 18-607 of the Act and any other applicable law,
Available Cash shall be applied and distributed from time to time, as the
Manager shall determine, to the sole Member.

     6.2    PROCEEDS OF ANY LIQUIDATING TRANSACTION. Upon the occurrence of any
transaction (a "LIQUIDATING TRANSACTION") involving the sale or other
disposition of all or substantially all of the assets of the Company, all
Available Cash resulting therefrom (or from any other source during the period
of winding up of the Company) shall be applied FIRST to the payment of any debts
or liabilities of the Company to creditors (including, as applicable, the sole
Member in its capacity as a creditor) or to the funding of reserves for debts or
liabilities not then due and owing and for contingent liabilities to the extent
deemed reasonable by the Manager and THEN to the sole Member. It is understood
and agreed that all payments under this SECTION 6.2 shall be made as soon as
reasonably practicable and in any event by the end of the Fiscal Year in which
such Liquidating Transaction occurs or, if later, within ninety (90) days after
the date of such Liquidating Transaction.

                                    ARTICLE 7
                       RIGHTS AND OBLIGATIONS OF MEMBERS;
                      MANAGEMENT OF THE COMPANY'S BUSINESS

     7.1    LIMITED LIABILITY. Except as otherwise provided by the Act, the
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the sole Member shall not be obligated personally for any such
debt, obligation or liability of the Company by reason of being a member of the
Company. The sole Member shall not be required to lend any funds to the Company.

                                       -6-


     7.2    MANAGEMENT AND CONTROL.

            (a)  The sole Member, in its capacity as such: (i) shall not
     participate in the management or control of the business of, or transact
     any business for or on behalf of, the Company; (ii) shall have no voting
     rights, except as specifically provided in this Agreement; and (iii) shall
     have no power to sign for or bind the Company. The Sole Member shall,
     however, have the approval rights expressly set forth elsewhere in this
     Agreement or specifically required by the Act.

            (b)  Except as otherwise specifically provided in this Agreement,
     the Manager shall have full authority and responsibility and exclusive and
     complete discretion in the management, control, operation and disposition
     of the business and assets of the Company for the purposes herein stated,
     shall make all decisions affecting the Company's business and assets and
     shall have full, complete and exclusive discretion to take any and all
     actions that the Company is authorized to take and to make all decisions
     with respect thereto. The Manager may appoint a President, one or more Vice
     Presidents, a Treasurer and a Secretary and such other officers as the
     Manager shall deem appropriate, each of which officers may, to the extent
     provided by the Manager, have the powers attendant to a similar officer of
     a Delaware corporation. Except as otherwise provided by the Act, the
     Manager shall not be personally liable for any of the debts, liabilities,
     obligations or contracts of the Company, nor shall the Manager, in its
     capacity as such, be required to contribute or lend any funds to the
     Company.

            (c)  Subject to the express provisions of this Agreement, the
     Manager shall have the authority to execute on behalf of the Company, as
     its authorized signatory, such agreements, contracts, instruments and other
     documents as it shall from time to time approve, such approval to be
     conclusively evidenced by its execution and delivery of any of the
     foregoing, including, without limitation: (i) checks, drafts, notes and
     other negotiable instruments; (ii) deeds of trust and assignments of
     rights; (iii) contracts for the sale of assets or relating to consulting,
     advisory or management services, deeds, leases, assignments and bills of
     sale; and (iv) loan agreements, mortgages, security agreements, pledge
     agreements and financing statements. The signature of the Manager on any
     such instrument, agreement, contract, lease, conveyance or document, or
     upon any check, draft, note or other negotiable instrument, shall be
     sufficient to bind the Company in respect thereof and shall conclusively
     evidence the authority of the Manager with respect thereto, and no third
     person need look to the application of funds or authority to act or require
     the joinder or consent of any other party.

     7.3    EVIDENCE OF AUTHORITY, ETC.

            (a)  Any Person dealing with the Company may rely on a certificate
     signed by the Manager as to:

                 (i)   the identity of the sole Member, the Manager or the
                       officers, employees or agents of the Company;

                                       -7-


                 (ii)  the existence or nonexistence of any fact or facts which
                       constitute conditions precedent to acts by the sole
                       Member, the Manager, or any officer, employee or agent or
                       are in any other manner germane to the affairs of the
                       Company;

                 (iii) who is authorized to execute and deliver any instrument
                       or document on behalf of the Company;

                 (iv)  the authenticity of a copy of this Agreement and
                       amendments hereto;

                 (v)   any act or failure to act by the Company or as to any
                       other matter whatsoever involving the Company, the sole
                       Member, the Manager, or any officer, employee or agent;
                       or

                 (vi)  the authority of the Manager or any officer, employee or
                       agent or other Person to act on behalf of the Company.

     7.4    DESIGNATION OF MANAGER. The sole Member hereby confirms the
     designation of the Person specified as the Manager in the first paragraph
     of this Agreement as the Manager. By execution of this Agreement, such
     Person hereby accepts such designation.

     7.5    OTHER BUSINESS, ETC.

            (a)  The Manager, sole Member and any Affiliate thereof may engage
     in or possess an interest in other business ventures (unconnected with the
     Company) of every kind and description, independently or with others, and
     the Company shall not have any rights in or to such independent ventures or
     the income or profits therefrom by virtue of this Agreement.

          (b) Unless otherwise approved by the Company, no Person shall use any
     proprietary or confidential information owned by the Company other than for
     the benefit of the Company, whether or not such Person remains a Member,
     Affiliate, Manager, director, officer or employee of the Company.

     7.6    STANDARD OF CARE; INDEMNIFICATION OF MEMBERS, OFFICERS, EMPLOYEES
            AND AGENTS.

            (a)  No Member shall have any personal liability whatsoever to
     the Company or any other Member on account of such Member's status as a
     Member or by reason of such Member's acts or omissions in connection with
     the conduct of the business of the Company.

            (b)  The Company shall indemnify and hold harmless each Member and
     the affiliates of any Member (each an "Indemnified Person") against any and
     all losses, claims, damages, expenses and liabilities (including, but not
     limited to, any investigation, legal and other reasonable expenses incurred
     in connection with, and any amounts paid in settlement of, any action,
     suit, proceeding or claim) of any kind or nature whatsoever that such
     Indemnified Person may at any time become subject to or liable for by
     reason of the

                                       -8-


     formation, operation or termination of the Company, or the Indemnified
     Person's acting as a Member under this Agreement, or the authorized actions
     of such Indemnified Person in connection with the conduct of the affairs of
     the Company (including, without limitation, indemnification against
     negligence, gross negligence or breach of duty). The indemnities provided
     hereunder shall survive termination of the Company and this Agreement.
     Costs and expenses that are subject to indemnification hereunder shall, at
     the request of any Indemnified Person, be advanced by the Company to or on
     behalf of such Indemnified Person prior to final resolution of a matter, so
     long as such Indemnified Person shall have provided the Company with a
     written undertaking to reimburse the Company for all amounts so advanced if
     it is ultimately determined that the Indemnified Person is not entitled to
     indemnification hereunder.

            (c)  The contract rights to indemnification and to the advancement
     of expenses conferred in this Section 7.6 shall not be exclusive of any
     other right that any person may have or hereafter acquire under any
     statute, agreement, vote of the Members or otherwise.

            (d)  The Company may maintain insurance, at its expense, to protect
     itself and any Member, employee or agent of the Company or another limited
     liability company, corporation, partnership, joint venture, trust or other
     enterprise against any expense, liability or loss, whether or not the
     Company would have the power to indemnify such person against such expense,
     liability or loss under the Delaware Act.

            (e)  The Company may, to the extent authorized from time to time by
     the Members, grant rights to indemnification and to advancement of expenses
     to any officer, employee or agent of the Company to the fullest extent of
     the provisions of this Section 7.6 with respect to the indemnification and
     advancement of expenses of Members of the Company.

            (f)  Notwithstanding the foregoing provisions of this Section 7.6,
     the Company shall indemnify an Indemnified Person in connection with a
     proceeding (or part thereof) initiated by such Indemnified Person only if
     such proceeding (or part thereof) was authorized by the Members; provided,
     however, that an Indemnified Person shall be entitled to reimbursement of
     his or her reasonable counsel fees with respect to a proceeding (or part
     thereof) initiated by such Indemnified Person to enforce his or her right
     to indemnity or advancement of expenses under the provisions of this
     Section 7.6 to the extent the Indemnified Person is successful on the
     merits in such proceeding (or part thereof).

                                    ARTICLE 8
                                   TERMINATION

     8.1    EVENTS OF DISSOLUTION.

            (a)  In accordance with Section 18-801 of the Act, the Company shall
     be dissolved and the affairs of the Company wound up upon (i) a
     determination of the sole Member to dissolve the Company; or (ii) entry of
     a judicial decree of dissolution.

                                       -9-


            (b)  Dissolution of the Company shall be effective on the day on
     which a determination of the sole Member to dissolve the Company occurs or
     the day on which a judicial decree of dissolution is entered, but the
     Company shall not terminate until the assets of the Company shall have been
     distributed as provided herein and a certificate of cancellation of the
     Company has been filed with the Secretary of State of Delaware.

     8.2    APPLICATION OF ASSETS. In the event of dissolution, the Company
shall conduct only such activities as are necessary to wind up its affairs
(including the sale of the assets of the Company in an orderly manner), and the
assets of the Company shall be applied in the manner, and in the order of
priority, set forth in SECTION 6.2.

                                    ARTICLE 9
                                  MISCELLANEOUS

     9.1    NOTICES.

            (a)  Any and all notices, consents, offers, elections and other
     communications required or permitted under this Agreement shall be deemed
     adequately given only if in writing and the same shall be delivered either
     in hand or by Federal Express or similar expedited commercial carrier,
     addressed to the recipient of the notice, postage prepaid and registered,
     or with all freight charges prepaid (if by Federal Express or similar
     carrier).

            (b)  All notices, demands and requests to be sent hereunder shall be
     deemed to have been given for all purposes of this Agreement upon the date
     of receipt or refusal.

            (c)  All such notices, demands and requests shall be addressed to
     the address set forth on SCHEDULE A hereto or to such other United States
     address as the Member may have designated for itself by written notice to
     the Company in the manner herein prescribed, except that notices of change
     of address shall be effective only upon receipt.

     9.2    WORD MEANINGS. The words such as "herein", "hereinafter", "hereof"
and "hereunder" refer to this Agreement as a whole and not merely to a
subdivision in which such words appear unless the context otherwise requires.
The singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, unless the context otherwise requires.

     9.3    BINDING PROVISIONS. The covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the heirs, executors,
administrators and legal representatives or successors and assigns, as the case
may be, of the party hereto.

     9.4    APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware. In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control and take precedence.

     9.5    SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall
be considered separable and if for any reason any provision or provisions herein
are determined to be invalid,

                                      -10-


unenforceable or illegal under any existing or future law, such invalidity,
unenforceability or illegality shall not impair the operation of or affect those
portions of this Agreement which are valid, enforceable and legal.

     9.6    COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

     9.7    ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the sole Member and the Company with respect to the
transactions contemplated herein and supersedes all prior understandings or
agreements in respect of such transactions.

     9.8    AMENDMENTS. This Agreement shall not be amended except with the
prior written consent of the sole Member. Any consent may be given subject to
satisfaction of conditions stated therein.

     9.9    INVESTMENT REPRESENTATIONS. The sole Member understands that its
Company Interest has not been registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), on the grounds that its acquisition of such
Company Interest is exempt under Section 4(2) of the Securities Act as not
involving a public offering.

     9.10   TAX PRINCIPLES. For so long as the Company is owned by a sole
Member, it shall be treated as a disregarded entity for Federal and state income
tax purposes pursuant to Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and corresponding provisions of state law. Upon the admission to the
Company of more than one Member, the Company shall be treated as having become,
in the manner prescribed by Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and Internal Revenue Service Revenue Rulings 99-5 and 99-6, a
partnership for Federal and state income tax purposes pursuant to Sections
301.7701-2 and 301.7701-3 of the Treasury Regulations and corresponding
provisions of state law, and this Agreement will be amended accordingly to
reflect the same.


                  [remainder of page intentionally left blank]

                                      -11-


     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Agreement under seal as of the day and year first above written.

                                       PJC SPECIAL REALTY HOLDINGS, INC.,
                                       a Delaware corporation

                                        By:        /s/ Michel Coutu
                                           -------------------------------------
                                            Michel Coutu
                                            President

                                      -12-


                                  SCHEDULE A TO
             PJC REALTY N.E. LLC LIMITED LIABILITY COMPANY AGREEMENT



                   Name and Address                Company Interest
                   ----------------
                        Member                     ----------------
                   ----------------
                                                       
          PJC Special Realty Holdings, Inc.               100%
          50 Service Avenue
          Warwick, Rhode Island 02886




                                TABLE OF CONTENTS



                                                                                              Page
                                                                                              ----
                                                                                             
ARTICLE 1 DEFINITIONS............................................................................1

ARTICLE 2 FORMATION OF LIMITED LIABILITY COMPANY.................................................3
     2.1       Formation.........................................................................3
     2.2       Company Name......................................................................3
     2.3       The Certificate, Etc..............................................................3
     2.4       Principal Business Office, Registered Office and Registered Agent.................3
     2.5       Term of Company...................................................................3
     2.6       Purposes..........................................................................3
     2.7       Powers............................................................................3
ARTICLE 3 CAPITALIZATION.........................................................................5
     3.1       Capitalization....................................................................5
ARTICLE 4 BOOKS; ACCOUNTING; REPORTS.............................................................5
     4.1       Books and Records; Inspection.....................................................5
     4.2       Filing of Returns and Other Writings..............................................5
     4.3       Reserves..........................................................................6
ARTICLE 5 ALLOCATIONS............................................................................6
     5.1       Allocation of Profit and Loss.....................................................6
     5.2       Tax Allocations...................................................................6
ARTICLE 6 DISTRIBUTIONS..........................................................................6
     6.1       Distributions Other Than Proceeds of Any Liquidating Transaction..................6
     6.2       Proceeds of Any Liquidating Transaction...........................................6
ARTICLE 7 RIGHTS AND OBLIGATIONS OF MEMBERS; MANAGEMENT OF THE COMPANY'S BUSINESS................6
     7.1       Limited Liability.................................................................6
     7.2       Management and Control............................................................7
     7.3       Evidence of Authority, Etc........................................................7
     7.4       Designation of Manager............................................................8
     7.5       Other Business, Etc...............................................................8
     7.6       Standard of Care; Indemnification of Members, Officers, Employees and Agents......8
ARTICLE 8 TERMINATION............................................................................9
     8.1       Events of Dissolution.............................................................9
     8.2       Application of Assets............................................................10
ARTICLE 9 MISCELLANEOUS.........................................................................10
     9.1       Notices..........................................................................10
     9.2       Word Meanings....................................................................10
     9.3       Binding Provisions...............................................................10
     9.4       Applicable Law...................................................................10
     9.5       Separability of Provisions.......................................................10




                                TABLE OF CONTENTS
                                   (continued)



                                                                                              Page
                                                                                              ----
                                                                                             
9.6            Counterparts.....................................................................11
9.7            Entire Agreement.................................................................11
9.8            Amendments.......................................................................11
9.9            Investment Representations.......................................................11
9.10           Tax Principles...................................................................11


                                      -ii-

EX-3.77

                                                                    Exhibit 3.77

                                                                               D

                        The Commonwealth of Massachusetts
                             William Francis Galvin
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                            ARTICLES OF ORGANIZATION
                          (GENERAL LAWS, CHAPTER 156B)

                                    ARTICLE I
                      THE EXACT NAME OF THE CORPORATION IS:

                               PJC Realty MA, Inc.

                                   ARTICLE II
      The purpose of the corporation is to engage in the following business
                                   activities:

                           See Continuation Sheet II-1


NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE 8 1/2 X
11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN
ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH ARTICLE REQUIRING EACH
ADDITION IS CLEARLY INDICATED.


/s/ [ILLEGIBLE]
- ------------------
Examiner

/s/ [ILLEGIBLE]
- ------------------
Name Approved


 C    /X/
 P    / /
 M    / /
R.A.  /X/


  9
- -----
P.C.



                                   ARTICLE III

State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.



       WITHOUT PAR VALUE                                            WITH PAR VALUE
- ---------------------------------   ---------------------------------------------------------
TYPE           NUMBER OF SHARES         TYPE       NUMBER OF SHARES             PAR VALUE
- ---------------------------------   ---------------------------------------------------------
                                                                        
Common:                                 Common:          3,000                   $ 0.01

Preferred:                              Preferred:


                                   ARTICLE IV

If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.

                                       N/A

                                    ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:

                                      None


                                   ARTICLE VI

**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or
for limiting, defining, or regulating the powers of the corporation, or of
its directors or stockholders, or of any class of stockholders:

                      See Continuation Sheets VI-1 and VI-2


**IF THERE ARE NO PROVISIONS STATE "NONE".
NOTE: THE PRECEDING SIX (6) ARTICLES ARE CONSIDERED TO BE PERMANENT AND MAY ONLY
BE CHANGED BY FILING APPROPRIATE ARTICLES OF AMENDMENT.



                            ARTICLES OF ORGANIZATION

Continuation Sheet for Article II
of Articles of Organization of
PJC Realty MA, Inc.

ARTICLE II - CORPORATE PURPOSES

     The purposes of the Corporation shall be to own and lease real estate.

     To conduct any other business, operation or activity, whether or not
related to the foregoing, which may be lawfully carried on by a corporation
organized under the Business Corporation Law of The Commonwealth of
Massachusetts, and to have and exercise all powers granted and conferred by the
laws of such Commonwealth upon corporations organized under such Law.

     To carry on any business, operation or activity in which it may engage to
the same extent as might an individual, whether as principal, agent, contractor
or otherwise, and either alone or as a partner, limited and/or general, or as a
trustee, participant, manager, member, associate or stockholder of or in any
form of partnership, joint venture, corporation, association, trust, limited
liability company or other form of entity.

                                      II-1


Continuation Sheets for Article VI
of Articles of Organization of
PJC Realty MA, Inc.

ARTICLE VI - OTHER LAWFUL PROVISIONS

     The following additional provisions are hereby established for the
management, conduct and regulation of the business and affairs of this
Corporation, and for creating, limiting, defining and regulating the powers of
this Corporation and of its board of directors and stockholders:

     6.1 AUTHORITY OF BOARD AS TO ACCOUNTS AND DIVIDENDS. The board of directors
of the Corporation is hereby specifically authorized from time to time in its
discretion to determine the manner in which the accounts of the Corporation
shall be kept, and to determine for any purpose and in any manner not
inconsistent with other provisions of these Articles of Organization, the amount
of the gross assets, liabilities, net assets, net earnings, profits and surplus
of the Corporation as the same exist or shall have existed at any time or for
any period or periods, and to create, increase, abolish or reduce any reserve or
reserves for accrued, accruing or contingent liabilities or expenses, including
taxes and other charges, and to determine what amounts, if any, shall be
declared as dividends. Unless the board of directors otherwise specifies, the
excess of the consideration received for any share of its capital stock with par
value issued by it over such par value shall be paid-in surplus. The board of
directors may allocate to capital stock less than all of the consideration
received for any share of its capital stock without par value issued by it, in
which case the balance of such consideration shall be paid-in surplus. All
surplus shall be available for any corporate purpose, including the payment of
dividends.

     Upon any reduction of capital or capital stock, no stockholder shall have
any right to demand any distribution from the Corporation, except as and to the
extent that the stockholders shall have provided at the time of authorizing such
reduction. The board of directors of the Corporation shall have full and
absolute discretion to determine whether to declare dividends upon the capital
stock of the Corporation from funds legally available therefor or to refrain
from declaring such dividends; the status of stockholders of the Corporation
shall confer no right to have any dividend declared.

     6.2 BY-LAWS MAY AUTHORIZE AMENDMENT BY THE BOARD OF DIRECTORS. The by-laws
may provide that, subject to the power of the stockholders to make, alter or
amend the by-laws, the board of directors may also, from time to time, in its
discretion, make, amend or repeal the by-laws, in part or in whole, except with
respect to any provision thereof which by law, these Articles of Organization or
the by-laws requires action by the stockholders.

     6.3 LOCATION OF STOCKHOLDERS' MEETINGS. Meetings of stockholders may be
held anywhere in the United States.

                                      VI-1


     6.4 NO DIRECTOR LIABILITY FOR BREACH OF FIDUCIARY DUTY. No director of this
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for any breach of fiduciary duty as a director,
notwithstanding any law imposing such liability; PROVIDED, HOWEVER, that to the
extent provided by applicable law this provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Sections 60, 61, 62 or 64 of the Massachusetts Business
Corporation Law, or (iv) for any transaction in connection with which such
director derived an improper personal benefit. No amendment or repeal of this
paragraph shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.

     6.5 PURCHASE, ETC., OF STOCK NOT A REDUCTION OF CAPITAL. The purchase or
other acquisition or retention by the Corporation of shares of its own capital
stock shall not be deemed a reduction of its capital stock.

                                      VI-2


                                  ARTICLE VII

The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a LATER effective date is
desired, specify such date which shall not be more than THIRTY DAYS after the
date of filing.

                                  ARTICLE VIII

The information contained in Article viii is not a permanent part of the
Articles of Organization.

a. The street address (POST OFFICE BOXES ARE NOT ACCEPTABLE) of the principal
   office of the corporation IN MASSACHUSETTS is:

     c/o National Corporate Research, Ltd., 18 Tremont Street, Suite 146,
     Boston, MA 02108

b. The name, residential address and post office address of each director and
   officer of the corporation is as follows:



                         NAME             RESIDENTIAL ADDRESS       POST OFFICE ADDRESS
                                                             
President:           Michel Coutu          199 Gatto Street           - Same -
                                           Providence, RI 02906
Treasurer:          Randy Wyrofsky         105 Weeks Hill Road        - Same -
                                           Coventry, RI 02816
Clerk:               Michel Coutu          - Same as Above -          - Same -
Directors:           Michel Coutu          - Same as Above -          - Same -

Assistant Clerk:    Randy Wyrofsky         - Same as Above -          - Same -





c. The fiscal year (i.e., tax year) of the corporation shall end on the last day
   of the month of: May

d. The name and business address of the resident agent, if any, of the
   corporation is: National Corporate Research, Ltd., 18 Tremont Street,
   Suite 146, Boston, MA 02108

                                   ARTICLE IX

By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above, have been duly elected.


IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose
signature(s) appear below as incorporator(s) and whose name(s) and business or
residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws, Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 29th day of May, 2003.


/s/ Julianne M. Ells
- --------------------------------------------------------------------------------
Julianne M. Ells, Legal Assistant
- --------------------------------------------------------------------------------
Sullivan & Worcester LLP
- --------------------------------------------------------------------------------
One Post Office Square, Boston, MA 02109
- --------------------------------------------------------------------------------

NOTE: IF AN EXISTING CORPORATION IS ACTING AS INCORPORATOR, TYPE IN THE EXACT
NAME OF THE CORPORATION, THE STATE OR OTHER JURISDICTION WHERE IT WAS
INCORPORATED, THE NAME OF THE PERSON SIGNING ON BEHALF OF SAID CORPORATION AND
THE TITLE HE/SHE HOLDS OR OTHER AUTHORITY BY WHICH SUCH ACTION IS TAKEN.



                             P.J.C. REALTY CO., INC
                                50 Service Avenue
                                Warwick, RI 02886

                                  May 27, 2003


Commonwealth of Massachusetts
Office of the Secretary of State
One Ashburton Place
17th Floor
Boston, MA 02109

                Re: Consent to Use of Name by PJC Realty MA, Inc.

Gentlemen:

     I, Randy Wyrofsky, acting as the duly elected Vice President of P.J.C.
Realty Co., Inc. (the "Company"), hereby consent on behalf of the Company to the
use of "PJC Realty MA, Inc." as a corporate name in The Commonwealth of
Massachusetts and in connection with the filing of Articles of Organization of
which this letter is a part.


                                                Sincerely yours,

                                                /s/ Randy Wyrofsky
                                                Randy Wyrofsky
                                                Vice President



                               PJC REALTY N.E. LLC
                                50 Service Avenue
                                Warwick, RI 02886

                                  May 27, 2003

Commonwealth of Massachusetts
Office of the Secretary of State
One Ashburton Place
17th Floor
Boston, MA 02109

                Re: Consent to Use of Name by PJC Realty MA, Inc.

Gentlemen:

     I, Randy Wyrofsky, acting as the duly elected Treasurer and Chief Financial
Officer of The Jean Coutu Group (PJC) USA, Inc., the Manager of PJC Realty N.E.
LLC (the "Company"), hereby consent on behalf of the Company to the use of "PJC
Realty MA, Inc." as a corporate name in The Commonwealth of Massachusetts and in
connection with the filing of Articles of Organization of which this letter is a
part.


                                                Sincerely yours,

                                                /s/ Randy Wyrofsky
                                                Randy Wyrofsky
                                                Vice President



                        THE COMMONWEALTH OF MASSACHUSETTS

                            ARTICLES OF ORGANIZATION
                          (GENERAL LAWS, CHAPTER 156B)

I hereby certify that, upon examination of these Articles of Organization, duly
submitted to me, it appears that the provisions of the General Laws relative to
the organization of corporations have been complied with, and I hereby approve
said articles; and the filing fee in the amount of $275 having been paid, said
articles are deemed to have been filed with me this 29th day of May 2003.


        A TRUE COPY ATTEST

   /s/ William Francis Galvin
      WILLIAM FRANCIS GALVIN
  SECRETARY OF THE COMMONWEALTH

DATE 7/23/04  CLERK /s/ [ILLEGIBLE]

EFFECTIVE DATE:
                -------------------------------------------


                           /s/ William Francis Galvin
                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH


FILING FEE: One tenth of one percent of the total authorized capital stock, but
not less than $275.00. For the purpose of filing, shares of stock with a par
value less than $1.00 or no par stock, shall be deemed to have a par value of
$1.00 per share.


                         TO BE FILLED IN BY CORPORATION
                              CONTACT INFORMATION:

Julianne M. Ells, Legal Assistant
- ------------------------------------------
Sullivan & Worcester LLP
- ------------------------------------------
One Post Office Square, Boston, MA 02109
- ------------------------------------------
Telephone:   (617) 338-2963
          --------------------------------
Email:
      ------------------------------------

A copy this filing will be available on-line at www.state.ma.us/sec/cor once the
document is filed.

EX-3.78

                                                                    Exhibit 3.78

                                     BY-LAWS

                                       OF

                              PJC REALTY MA, INC.



                                     BY-LAWS

                                       OF

                               PJC REALTY MA, INC.

                             ARTICLE I STOCKHOLDERS

     Section 1. ANNUAL MEETING OF STOCKHOLDERS. Beginning with the first
calendar year after the year of incorporation, an annual meeting of the
stockholders shall be held on the last Friday of September each year (or if that
be a legal holiday in the place where the meeting is to be held, on the next
succeeding business day), or at such other time and date before or after such
date (but within six (6) months after the end of each fiscal year of the
Corporation) as the Board of Directors may from time to time fix. The purposes
for which an annual meeting is to be held, in addition to those prescribed by
law, by the Articles of Organization and by these By-Laws, may be specified by
the President or by the Board of Directors.

     If an annual meeting is not held as provided above, a special meeting of
stockholders may be held in place thereof and any business transacted or
elections held at such special meeting shall have the same effect as if
transacted or held at the annual meeting, and, in such case, all references in
these By-Laws, except in this Section 1 and in Section 3 of this Article I, to
the annual meeting of stockholders shall be deemed to refer to such special
meeting.

     Section 2. SPECIAL MEETINGS OF STOCKHOLDERS. A special meeting of
stockholders may be called at any time by the Chairman of the Board of
Directors, if there be one, by the President or by the Board of Directors. A
special meeting of stockholders shall be called by the Clerk, or in the case of
the death, absence, incapacity or refusal of the Clerk, by any other officer,
upon written application of one or more stockholders who hold in the aggregate
at least ten percent (10%) of the capital stock entitled to vote at the meeting.
Such call shall state the date, time, place and purpose of the meeting.

     Section 3. PLACE OF STOCKHOLDERS' MEETINGS. The annual meeting of
stockholders and any special meeting of stockholders, by whomever called, shall
be held at the principal office of the Corporation in Massachusetts, or at such
other place in Massachusetts or, to the extent provided in the Articles of
Organization, within the continental limits of the United States of America as
may be determined by the Board of Directors (or, in the event such meeting shall
have been called upon the application of stockholders, by such stockholders) and
stated in the notice thereof. Any adjourned session of any annual or special
meeting of stockholders shall be held at such permitted place as is designated
in the vote of adjournment.

     Section 4. NOTICE OF STOCKHOLDERS' MEETINGS. A written notice of each
annual or special meeting of stockholders, stating the date, time, place and
purpose or purposes for which the meeting is to be held, shall be given by the
Clerk or any other officer at least seven (7) days, or such longer period as may
be prescribed by law or the Articles of Organization, before the meeting to each
stockholder entitled to notice of or to vote at the meeting by leaving such
notice with such stockholder or at such stockholder's residence, or usual place
of business, or by mailing it, postage prepaid, addressed to such stockholder at
such stockholder's address as it



appears in the records of the Corporation. No notice of the date, time, place
and purpose(s) of any annual or special meeting of stockholders shall be
required to be given to a stockholder if a written waiver of such notice is
executed before or after the meeting by such stockholder, or by such
stockholder's attorney thereunto authorized, and filed with the records of the
meeting.

     Section 5. QUORUM AND ADJOURNMENTS. Except as otherwise provided by law or
by the Articles of Organization, the presence in person or by proxy at any
meeting of stockholders of the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote
thereat, shall constitute a quorum. If two or more classes of stock are entitled
to vote as separate classes upon any question, then, in the case of each such
class, a quorum for the consideration of such question shall, except as
otherwise provided by law or by the Articles of Organization, consist of a
majority of all stock of each such class issued, outstanding and entitled to
vote. Any meeting may be adjourned from time to time by the holders of a
majority of the shares present or represented by proxy and entitled to vote,
whether or not a quorum is present, and the meeting may be held as adjourned
without further notice. At any such adjourned meeting at which a quorum shall be
represented any such business may be transacted which might have been transacted
at the meeting as originally called. Subject to the requirements of law and the
Articles of Organization, on any issue on which two or more classes of stock are
entitled to vote separately, if a quorum is not present for any one class the
holders of a majority of the shares of such class present or represented by
proxy and entitled to vote at the meeting may adjourn the meeting, as provided
above, as to that class.

     Section 6. PROXIES; VOTING; CONDUCT OF MEETING. Stockholders entitled to
vote may vote either in person or by written proxy dated not more than six (6)
months before the meeting named therein; PROVIDED, HOWEVER, that a proxy coupled
with an interest sufficient in law to support an irrevocable power, including
without limitation, an interest in the shares of the Corporation generally, need
not specify the meeting to which it relates, and may be exercised so long as
such interest continues, or until such earlier date as shall be specified in the
proxy. A proxy with respect to stock which is owned by two or more persons shall
be valid if executed by any one of them unless at or prior to the exercise of
the proxy the Corporation receives a specific written notice to the contrary
from any one of them. Unless a proxy otherwise provides, a proxyholder shall be
entitled to vote at any adjourned meeting which is reconvened, but not after the
final adjournment of such meeting. A proxy purporting to be executed by or on
behalf of a stockholder shall be deemed valid unless challenged at or prior to
its exercise, and the burden of providing proof of its invalidity shall test on
the challenger. The Corporation may accept proxies executed, dated and delivered
by telephone, telecopy or other electronic means provided measures are adopted
that afford a reasonable level of security.

     When a quorum is present at any meeting, except where a larger vote is
required by law, by the Articles of Organization or by these By-Laws, a
plurality of the votes properly cast for the election of a Director shall be
sufficient to elect such Director, and a majority of the votes properly cast
upon any other question (or if two or more classes of stock are entitled to vote
as separate classes upon such question, then, in the case of each such class, a
majority of the votes of such class properly cast upon the question), shall
decide the matter.

                                      - 2 -


     Except as provided by law or the Articles of Organization, stockholders
entitled to vote shall have one vote for each share of stock owned by them and a
proportionate vote for a fractional share.

     Shares owned by the Corporation, directly or indirectly, shall not be
entitled to vote.

     Unless otherwise determined by the Board of Directors, the Chairman of the
Board, if there be one, or in the absence or in default of the Chairman of the
Board, the President, or in the absence or in default of both the Chairman of
the Board and the President, a Vice President, shall act as chairman of the
meeting. The Clerk of the Corporation, or in the absence of the Clerk, any
Assistant Clerk, shall record the proceedings of all meetings of stockholders.
In the absence of the Clerk and all Assistant Clerks, the presiding officer may
appoint a clerk pro tempore of the meeting.

     Section 7. ACTION WITHOUT A MEETING. Any action to be taken by stockholders
may be taken without a meeting if all stockholders entitled to vote on the
matter consent to the action by a writing or writings filed with the records of
the meetings of stockholders. Such consent shall be treated for all purposes as
a vote at a meeting.

                              ARTICLE II DIRECTORS

     Section 1. BOARD OF DIRECTORS. The Board of Directors shall consist of not
fewer than three (3) Directors, PROVIDED, HOWEVER, that the number of Directors
may be as few as two (2) whenever there shall be only two (2) stockholders, and
may be as few as one (1) whenever there shall be only one (1) stockholder.
Directors shall be elected annually (by ballot if so requested by any
stockholder entitled to vote) at the annual meeting of stockholders, or if such
annual meeting is omitted, at any special meeting called pursuant to Section 2
of Article I of these By-Laws, by such stockholders as have the right to vote at
such election. The number of Directors for the forthcoming year shall initially
be fixed by the Board of Directors prior to the stockholders' meeting at which
they are to be elected, or if not so fixed, shall be the number of Directors
immediately prior to such meeting.

     Except as may be provided by law or the Articles of Organization, at any
time during any year the size of the Board of Directors may be (i) increased by
the Board of Directors and (ii) increased or (subject to the first paragraph of
this Section 1) reduced by the stockholders at a meeting called for the purpose
and, in the case of a reduction which involves the termination of the
directorship of an incumbent Director, by such vote as would be required to
remove such incumbent from office in the manner provided in Section 6 of this
Article II.

     Each newly-created directorship resulting from any increase in the number
of Directors may be filled in the manner provided in Section 6 of this
Article II.

     Except as may be otherwise provided by law or by the Articles of
Organization, each Director shall hold office until the next annual meeting of
stockholders and until his or her successor is elected and qualified, or until
he or she sooner dies, resigns or is removed.

     Section 2. POWERS OF DIRECTORS. The business, property and affairs of the
Corporation shall be managed by, and be under the control and direction of, the
Board of Directors, which

                                      - 3 -


shall have and may exercise all the powers of the Corporation except such as are
conferred upon or reserved to the stockholders by law, the Articles of
Organization or these By-Laws.

     Except as may be otherwise specifically provided by law or by vote of the
stockholders, the Board of Directors is expressly authorized to issue, from time
to time, the capital stock of the Corporation of any class or series which may
have been authorized but not issued or otherwise reserved for issue, to such
person or persons, on such terms and for such consideration permitted by law as
they may determine.

     The Board of Directors may delegate from time to time to any committee,
officer, employee or agent such powers and authority as applicable law, the
Articles of Organization and these By-Laws may permit. The Board of Directors in
its discretion may appoint and remove and determine the compensation and duties
in addition to those fixed by law, the Articles of Organization and these
By-Laws, of all the officers, employees and agents of the Corporation. The Board
of Directors shall have power to fix a reasonable compensation or fee for a
person's service as a Director.

     Section 3. COMMITTEES OF DIRECTORS. The Board of Directors, by vote of a
majority of the Directors then in office, may from time to time elect from its
own number an executive committee and/or one or more other committees, to
consist of not fewer than two members, and may from time to time designate or
alter, within the limits permitted by this Section, the duties and powers of
such committees or change their membership, and may at any time abolish such
committees or any of them.

     Any committee shall be vested with such powers of the Board of Directors as
the Board may determine in the vote establishing such committee or in a
subsequent vote of a majority of the Directors then in office, PROVIDED,
HOWEVER, that no such committee shall have any power prohibited by law, or the
Articles of Organization, or the power:

     a. to change the principal office of the Corporation;

     b. to amend or authorize the amendment of these By-Laws;

     c. to elect officers required by law, the Articles of Organization or these
     By-Laws to be elected by the Board of Directors, or to fill vacancies in
     any such office;

     d. to change the number of the Board of Directors or to fill vacancies in
     the Board of Directors;

     e. to remove officers or Directors from office;

     f. to authorize the payment of any dividend or distribution to
     stockholders;

     g. to authorize the reacquisition for value of stock or other securities of
     the Corporation; or

                                      - 4 -


     h. to authorize a merger of the Corporation with a subsidiary corporation
     pursuant to section 82 of the Business Corporation Law of The Commonwealth
     of Massachusetts, or with an association or trust pursuant to section 83 of
     such Law;

and PROVIDED, FURTHER, that the fact that a particular power appears in the
foregoing enumeration of powers denied to committees of the Board of Directors
shall not be construed to override by implication any other provision of the
Articles of Organization or these By-Laws limiting or denying to the Board of
Directors the right to exercise such power.

     Each member of a committee shall hold office until the first meeting of the
Board of Directors following the next annual meeting of stockholders (or until
such other time as the Board of Directors may determine, either in the vote
establishing the committee or at the election of such member) and until his or
her successor is elected and qualified, or until he or she sooner dies, resigns,
is removed, is replaced by change of membership or becomes disqualified by
ceasing to be a Director, or until the committee is sooner abolished by the
Board of Directors.

     A majority of the members of any committee then in office, but not fewer
than two, shall constitute a quorum for the transaction of business, but any
meeting may be adjourned from time to time by a majority of the votes cast upon
the question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice. Each committee may make rules not inconsistent
herewith for the holding and conduct of its meetings or the taking of any action
in lieu of a meeting, but unless otherwise provided in such rules its meetings
shall be held and conducted in the same manner, as nearly as may be, as is
provided in these By-Laws for meetings of the Board of Directors. The Board of
Directors shall have the power to rescind or amend any vote or resolution of any
committee; PROVIDED, HOWEVER, that no rights of third parties shall be impaired
by such rescission.

     Section 4. MEETINGS OF THE BOARD OF DIRECTORS; ACTION WITHOUT A MEETING.
Regular meetings of the Board of Directors may be held without call or notice at
such places and at such times as the Board may from time to time determine;
PROVIDED, HOWEVER, that notice of such determination and of any changes therein
is given to each member of the Board then in office. A regular meeting of the
Board of Directors may be held without call or notice immediately after and at
the same place as the annual meeting of stockholders.

     Special meetings of the Board of Directors may be held at any time and at
any place when called by the Chairman of the Board, if there be one, the
President, the Treasurer, or two or more Directors, notice thereof being given
to each Director by the Clerk, or, if there be no Clerk, by the Assistant Clerk,
or, in the case of death, absence, incapacity or refusal of the Clerk (or the
Assistant Clerk, as the case may be), by the officer or Directors calling the
meeting. In any case, notice to a Director shall be deemed sufficient if (a)
written notice is sent by mail to such Director at least seventy-two (72) hours
before the meeting, (b) notice is sent by telegram or confirmed telex, facsimile
or other electronic transmission to such Director at least forty-eight (48)
hours before the meeting, (c) notice is given to such Director in person, either
by telephone or by handing such Director a written notice, at least thirty-six
(36) hours before the meeting, or (d) such Director has actual knowledge of the
time, place and purpose of a meeting at least twenty-four (24) hours before the
meeting. Mail or telegram notices shall be addressed to a Director at the
Director's usual or last known business or residence address. Notices given by

                                      - 5 -


telex, facsimile or other electronic transmission shall be addressed to a
Director and transmitted to the Director's usual or last known business or
residence telex number, fax telephone number or electronic message
address.

     Notwithstanding the foregoing, notice of a meeting need not be given to any
Director if a written waiver of notice, executed by him or her before, during or
after the meeting, is filed with the records of the meeting, or to any Director
who attends the meeting without protesting prior thereto, or at its
commencement, the lack of notice to him or her.

     Any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee of the Board of Directors may be taken without a
meeting if a written consent thereto is signed by all the Directors or the
members of such committee and such written consent is filed with the records of
the meetings of the Board of Directors or such committee. Such consent shall be
treated as a vote at a meeting for all purposes. Such consents may be executed
in one or more counterparts and not every Director need sign the same
counterpart.

     Members of the Board of Directors or of any committee of the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of a conference telephone, video or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time and participation in a meeting by such means shall
constitute presence in person at such meeting.

     Section 5. QUORUM OF DIRECTORS. At any meeting of the Board of Directors, a
quorum for any election, or for the consideration of any question, shall consist
of a majority of the Directors then in office, but any meeting may be adjourned
from time to time by a majority of the votes cast upon the question, whether or
not a quorum is present, and the meeting may be held as adjourned without
further notice. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
thereof at which action is taken to authorize a contract or transaction in which
one or more Directors, or one or more entities with which one or more Directors
are affiliated, participate or have an interest. When a quorum is present at any
meeting, the votes of a majority of the Directors present shall be requisite and
sufficient for election to any office and for any question brought before such
meeting, except in any case where a larger vote is required by law, by the
Articles of Organization or by these By-Laws.

     Section 6. RESIGNATION AND REMOVAL OF DIRECTORS; VACANCIES. Any Director
may resign at any time by delivering his or her resignation in writing to the
Chairman of the Board, if there be one, the President, the Clerk or the
Assistant Clerk, or to a meeting of the Board of Directors. The stockholders
may, by vote of the holders of shares entitling them to cast a majority of the
votes which may be cast at an election of Directors, remove any Director or
Directors from office with or without cause, and the Board of Directors may, by
vote of a majority of the Directors in office, remove any Director from office
for cause; PROVIDED, HOWEVER, that the Directors of a class elected by a
particular class of stockholders may be removed only by the vote of the holders
of shares of such class entitling them to cast a majority of the votes which may
be cast by stockholders of such class at an election of Directors.
Notwithstanding the foregoing, a Director may be removed for cause only after
reasonable notice and opportunity to be heard before the body proposing to
effect such removal. No Director resigning and (except

                                      - 6 -


where a right to receive compensation for a definite future period shall be
expressly provided in a written agreement with the Corporation, duly approved by
the Board of Directors) no Director removed shall have any right to any
compensation as such Director for any period following such resignation or
removal, or any right to damages on account of such removal, whether such
Director's compensation be by the month, by the year or otherwise.

     Any vacancy in the Board of Directors, however occurring, including a
vacancy resulting from the enlargement of the Board, may be filled by the
stockholders or, if the stockholders have not acted, by a majority of the
Directors then in office. If the office of any member of any committee becomes
vacant, the Board of Directors may elect or appoint a successor or successors by
vote of a majority of the Directors then in office.

     Each successor as a Director shall hold office for his or her predecessor's
unexpired term and until such Director's successor shall be elected or appointed
and qualified, or until such Director sooner dies, resigns, is removed or
becomes disqualified.

     The Board of Directors shall have and may exercise all its powers,
notwithstanding the existence of one or more vacancies in its number as fixed by
either the stockholders or the Board of Directors.

                         ARTICLE III OFFICERS AND AGENTS

     Section 1. OFFICERS AND AGENTS.

     The officers of the Corporation shall be a President, a Treasurer, a Clerk,
and such other officers, which may include a Chairman of the Board, a
Controller, one or more Vice Presidents (of such gradations and with such
responsibilities as the Board shall determine), Assistant Treasurers, Assistant
Clerks, or Assistant Controllers, as the Board of Directors may, in its
discretion, elect or appoint. The Corporation may also have such agents, if any,
as the Board of Directors may, in its discretion, appoint. So far as is
permitted by law, any two or more offices may be held by the same person.

     Subject to law, the Articles of Organization and the other provisions of
these By-Laws, each officer shall have, in addition to the duties and powers
herein set forth, such duties and powers as are commonly incident to such office
or as the Board of Directors may from time to time designate.

     The President, Treasurer and Clerk (and the Chairman of the Board, if there
be one) shall be elected annually by the Board of Directors at its first meeting
following the annual meeting of stockholders. Such other offices of the
Corporation as may be created in accordance with these By-Laws may be filled by
election at the annual or any special meeting of the Board of Directors.

     Each officer elected by the Board of Directors shall hold office until the
first meeting of the Board of Directors following the next annual meeting of
stockholders and until such officer's successor is elected or appointed and
qualified, or until such officer sooner dies, resigns, is removed, or becomes
disqualified. Each agent shall retain his or her authority at the pleasure of
the Board of Directors.

                                      - 7 -


     Section 2. PRESIDENT AND VICE PRESIDENTS; CHAIRMAN OF THE BOARD.

The President shall be the chief executive officer of the Corporation and shall
have general charge and supervision of the business, property and affairs of the
Corporation and such other powers and duties as the Board of Directors may
prescribe, subject to the control of the Board of Directors, unless otherwise
provided by law, the Articles of Organization, these By-Laws or by specific vote
of the Board of Directors. The President need not be a Director. If elected, the
Chairman of the Board shall preside at all meetings of the stockholders and of
the Board of Directors, and shall have such other duties as the Board of
Directors shall determine. If no Chairman of the Board is elected, or in the
absence of the Chairman of the Board, the President shall preside at all
meetings of the Board of Directors at which he or she is present, except as
otherwise determined by the Board of Directors.

     Any Vice President shall have such duties and powers as shall be designated
from time to time by the Board of Directors or by the President, and, in any
case, shall be responsible to and shall report to the President. In the absence
or disability of the President, the Vice President or, if there be more than
one, the Vice Presidents in the order of their seniority or as otherwise
designated by the Board of Directors shall have the powers and duties of the
President.

     Section 3. TREASURER AND ASSISTANT TREASURER. The Treasurer shall be the
chief financial officer of the Corporation and shall be in charge of its funds
and the disbursements thereof, subject to the chief executive officer of the
Corporation and the Board of Directors, and shall have such duties and powers as
are commonly incident to the office of a corporate treasurer and such other
duties and powers as may be prescribed from time to time by the Board of
Directors or by the chief executive officer. If no Controller is elected, the
Treasurer shall also have the duties and powers of the Controller as provided in
these By-Laws. The Treasurer shall be responsible to and shall report to the
Board of Directors, but in the ordinary conduct of the Corporation's business,
shall be under supervision of the chief executive officer.

     Any Assistant Treasurer shall have such duties and powers as shall be
prescribed from time to time by the Board of Directors or by the Treasurer, and
shall be responsible to and shall report to the Treasurer. In the absence or
disability of the Treasurer, the Assistant Treasurer or, if there be more than
one, the Assistant Treasurers in their order of seniority or as otherwise
designated by the Board of Directors shall have the powers and duties of the
Treasurer.

     Section 4. CONTROLLER AND ASSISTANT CONTROLLERS. The Controller shall be
the chief accounting officer of the Corporation and shall be in charge of its
books of account and accounting records and of its accounting procedures, and
shall have such duties and powers as are commonly incident to the office of a
corporate controller and such other duties and powers as may be prescribed from
time to time by the Board of Directors or by the chief executive officer. The
Controller shall be responsible to and shall report to the Board of Directors,
but in the ordinary conduct of the Corporation's business, shall be under the
supervision of the chief executive officer.

     Any Assistant Controller shall have duties and powers as shall be
prescribed from time to time by the Board of Directors or by the Controller, and
shall be responsible to and shall report to the Controller. In the absence or
disability of the Controller, the Assistant Controller or, if

                                      - 8 -


there be more than one, Assistant Controllers in their order of seniority or as
otherwise designated by the Board of Directors, shall have the powers and duties
of the Controller.

     Section 5. CLERK AND ASSISTANT CLERK. The Clerk shall record all
proceedings of the stockholders in books to be kept therefor, and shall have
custody of the Corporation's records, documents and valuable papers. In the
absence of the Clerk from any such meeting, the Assistant Clerk, if any, or if
there be more than one, the Assistant Clerks in their order of seniority or as
otherwise designated by the Board of Directors, shall record the proceedings
thereof in the aforesaid books, or a temporary clerk may be chosen for the
purpose by vote of the meeting.

     The Clerk shall also keep, or cause to be kept, the stock transfer records
of the Corporation which shall contain a complete list of the names and
addresses of all stockholders and the amount of stock held by each.

     Unless the Board of Directors shall otherwise designate, the Clerk or, in
the absence of the Clerk, the Assistant Clerk, if any, shall have custody of the
corporate seal and be responsible for affixing it to such documents as may be
required by law or as may be directed by the Board of Directors to be sealed.

     The Clerk shall attend all meetings of the Board of Directors and shall
record the proceedings thereat in books provided for that purpose, which shall
be available upon request for the inspection of any Director during business
hours. In the absence of the Clerk from any such meeting, the Assistant Clerk,
if any, or if there be more than one, the Assistant Clerks in their order of
seniority, or as otherwise designated by the Board of Directors, shall record
such proceedings in the aforesaid books, or a temporary clerk may be chosen for
the purpose. The Clerk shall notify the Directors of Director meetings in
accordance with these By-Laws and shall have and may exercise such other powers
and duties as the Board of Directors may prescribe.

     The Clerk shall have such other duties and powers as are commonly incident
to the office of a corporate clerk, and such other duties and powers as may be
prescribed from time to time by the Board of Directors or by the chief executive
officer.

     The Clerk shall be a resident of Massachusetts unless the Corporation has a
resident agent appointed for the purpose of receiving service of process.

     Any Assistant Clerk shall have such duties and powers as shall from time to
time be designated by the Board of Directors or the Clerk, and shall be
responsible to and shall report to the Clerk.

     Section 6. RESIGNATIONS AND REMOVALS OF OFFICERS AND AGENTS; VACANCIES. Any
officer may resign at any time by delivering his or her resignation in writing
to the chief executive officer, the Clerk or the Assistant Clerk, if any, or to
a meeting of the Board of Directors. Any officer elected by the stockholders may
be removed from office, with or without cause, by vote of holders of shares
entitling them to cast a majority of the votes which could be cast at an
election for such office; PROVIDED, that an officer elected by one or more
particular classes of stockholders may be removed only by such a vote of holders
of shares of such class or classes.

                                      - 9 -


The Board of Directors may, by vote of a majority of the Directors in office,
remove any officer elected by the stockholders, or any class or classes of
stockholders, from office for cause, and may remove any officer elected by the
Board with or without cause. Notwithstanding the foregoing, an officer may be
removed for cause only after reasonable notice and opportunity to be heard
before the body proposing to effect such removal. The Board of Directors may, at
any time, by vote of a majority of the Directors present and voting, terminate
or modify the authority of any agent. No officer resigning and (except where a
right to receive compensation for a definite future period shall be expressly
provided in a written agreement with the Corporation, duly approved by the Board
of Directors) no officer removed shall have any right to any compensation as
such officer for any period following such officer's resignation or removal, or
any right to damages on account of such removal, whether his or her compensation
be by the month, by the year or otherwise.

     Each successor as an officer shall hold office for the unexpired term and
until his or her successor shall be elected or appointed and qualified, or until
he or she sooner dies, resigns, is removed or becomes disqualified.

                                ARTICLE IV STOCK

     Section 1. CERTIFICATES FOR STOCK. Unless the Board of Directors provides
by resolution that some or all of any or all classes and series of the
Corporation's shares shall be uncertificated shares, each stockholder shall be
entitled to a certificate representing the capital stock of the Corporation
owned by him or her, in such form as shall, in conformity to law, be prescribed
from time to time by the Board of Directors. Such certificate shall be signed by
either the Chairman of the Board, if any, the President or a Vice President, and
by either the Treasurer or an Assistant Treasurer, and may, but need not be,
sealed with the corporate seal; but when any such certificate is signed by a
transfer agent or by a registrar other than a Director, officer, or employee of
the Corporation, the signature of the Chairman of the Board, if any, the
President or a Vice President and of the Treasurer or an Assistant Treasurer of
the Corporation, or either or both such signatures and such seal upon such
certificate, may be facsimile. If any officer who has signed, or whose facsimile
signature has been placed on, any such certificate shall have ceased to be such
officer before such certificate is issued, the certificate may be issued by the
Corporation with the same effect as if he or she were such officer at the time
of issue.

     Every certificate for shares of stock which are subject to any restriction
on transfer pursuant to law, the Articles of Organization, these By-Laws, or any
agreement to which the Corporation is a party, shall have the restriction noted
conspicuously on the certificate, and shall also set forth, on the face or back,
either the full text of the restriction or a statement of the existence of such
restriction and (except if such restriction is imposed by law) a statement that
the Corporation will furnish a copy thereof to the holder of such certificate
upon written request and without charge. Every certificate issued when the
Corporation is authorized to issue more than one class or series of stock shall
set forth on its face or back either the full text of the preferences, voting
powers, qualifications, and special and relative rights of the shares of each
class and series authorized to be issued, or a statement of the existence of
such preferences, powers, qualifications and rights, and a statement that the
Corporation will furnish a copy thereof to the holder of such certificate upon
written request and without charge.

                                     - 10 -


     Section 2. TRANSFER OF SHARES OF STOCK. Shares of stock may be transferred
on the books of the Corporation only in compliance with the restrictions, if
any, stated or noted on the stock certificates therefor, and only upon surrender
to the Corporation, or its transfer agent, of such certificates, properly
endorsed or accompanied by a written assignment or power of attorney properly
executed, with all requisite stock transfer stamps affixed, and with such proof
of the authenticity and effectiveness of the signature as the Corporation or its
transfer agent shall reasonably require. Except as may be otherwise required by
law, by the Articles of Organization or by these By-Laws, the Corporation shall
have the right to treat the person registered on the stock transfer books as the
owner of any shares of the Corporation's stock as the owner-in-fact thereof for
all purposes, including the payment of dividends, the right to vote with respect
thereto and otherwise, and accordingly shall not be bound to recognize any
attempted transfer, pledge or other disposition thereof, or any equitable or
other claim with respect thereto, whether or not it shall have actual or other
notice thereof, until such shares shall have been transferred on the
Corporation's books in accordance with these By-Laws. It shall be the duty of
each stockholder to notify the Corporation of his or her post office address.

     Section 3. TRANSFER AGENTS AND REGISTRARS; FURTHER REGULATIONS. The Board
of Directors may appoint one or more banks, trust companies or corporations
doing a corporate trust business, in good standing under the laws of the United
States or any state therein, to act as the Corporation's transfer agent and/or
registrar for shares of capital stock, and the Board may make such other and
further regulations, not inconsistent with applicable law, as it may deem
expedient concerning the issue, transfer and registration of capital stock and
stock certificates of the Corporation.

     Section 4. LOSS OF CERTIFICATES. In the case of the alleged loss,
destruction, or wrongful taking of a certificate of stock, a duplicate
certificate may be issued in place thereof upon receipt by the Corporation of
such evidence of loss and such indemnity bond, with or without surety, as shall
be satisfactory to the President and the Treasurer, or otherwise upon such
terms, consistent with law, as the Board of Directors may prescribe.

     Section 5. RECORD DATE. The Board of Directors may fix in advance a time,
which shall not be more than sixty (60) days before the date of any meeting of
stockholders or the date for the payment of any dividend or the making of any
distribution to stockholders, or the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the record date
for determining the stockholders having the right to notice of and to vote at
such meeting and any adjournment thereof, or the right to receive such dividend
or distribution, or the right to give such consent or dissent, and in such case,
only stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the Corporation after the
record date; or, without fixing such record date, the Board of Directors may,
for any such purposes, close the transfer books for all or any part of such
period.

                      ARTICLE V INDEMNIFICATION; INSURANCE

     Section 1. INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS. Each present
or former officer or Director of the Corporation, and each person who, at the
Corporation's request, is serving or at any time in the past has served (whether
or not presently serving) (a) as an officer or director of another corporation,
(b) as a trustee, partner, officer, member, manager or other

                                     - 11 -


functionary of a trust, partnership, limited liability company, association or
other venture, or non-profit entity, or (c) in any capacity with respect to any
employee benefit plan, shall, to the maximum extent permitted from time to time
under the law of The Commonwealth of Massachusetts, be indemnified by the
Corporation against all liabilities, costs and expenses, including amounts paid
in satisfaction of judgments, in compromise and/or as fines or penalties
imposed, and the fees and disbursements of counsel reasonably incurred, in
connection with or arising out of any action, suit, or proceeding, civil or
criminal, or in anticipation of any such action, suit or proceeding, in which
such person is or may become involved by reason of holding or having held such
position, or serving or having served with respect to such plan, or by reason of
any alleged act or omission in any such capacity. Such indemnification may
include payment by the Corporation of expenses incurred in preparing for or
defending any such action, suit, or proceeding in advance of the final
disposition thereof, upon receipt of an undertaking by the person indemnified to
repay such payment if he or she shall be adjudicated not to be entitled to
indemnification under this Section 1, which undertaking may be accepted by the
Corporation without reference to such person's financial ability to make
repayment. The foregoing rights of indemnification shall not be exclusive of
other rights to which any such person may be entitled as a matter of law, and
any repeal or modification of any of the foregoing provisions of this Section
shall not adversely affect any right or protection of any such person with
respect to any acts or omissions that occurred prior to such repeal or
modification. These indemnity provisions shall be separable, and if any portion
thereof shall be finally adjudged to be invalid, such invalidity shall not
affect any other portion which can be given effect.

     The Corporation shall not, however, indemnify any such person, or such
person's heirs, executors, administrators or other personal representatives with
respect to any matter as to which such person shall be finally adjudged in any
such action, suit, or proceeding not to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the
Corporation, or to the extent that such matter relates to service with respect
to an employee benefit plan, in the best interests of the participants or
beneficiaries of such plan.

     Notwithstanding the foregoing, no indemnification shall be provided with
respect to any matter disposed of by settlement, consent decree or other
negotiated resolution unless:

     a. such indemnification shall have been approved by holders of the shares
     of the Corporation's capital stock then entitled to vote for the election
     of Directors, voting such shares as a single class, by a majority of the
     votes cast on the question exclusive of any shares owned by an interested
     Director or officer, or

     b. such indemnification and such settlement, decree or resolution shall
     have been approved as being in the best interest of the Corporation, or the
     organization or plan or participants served, as the case may be, after
     notice that it involves such indemnification, by a majority of the
     disinterested Directors (or, if applicable, the sole disinterested
     Director) then in office (whether or not constituting a quorum); or

     c. if no Directors are disinterested, a written opinion, reasonably
     satisfactory to the Corporation, of independent legal counsel selected by
     the Corporation shall have been furnished to the Corporation that (1) such
     indemnification and such settlement, decree or resolution are in the best
     interest of the Corporation, or the organization or plan or

                                     - 12 -


     participants served, as the case may be, and (2) if adjudicated, such
     indemnification would not be found to have been prohibited by law.

For purposes of this Section, an "interested" Director or officer is one against
whom in such capacity the proceeding in question or another proceeding on the
same or similar grounds is then pending or threatened, and a "disinterested
Director" is any Director who is not an interested Director.

     Section 2. INSURANCE. In addition to, and without limitation of, the
Corporation's authority to indemnify certain persons under the provisions of
Section 6.6 of Article VI of the Articles of Organization, the Board of
Directors may in their discretion, at any time or from time to time, cause the
Corporation to purchase and maintain on behalf of any or all of the persons
specified in Section 67 of the Massachusetts Business Corporation Law, as now in
effect, or as it may from time to time thereafter be amended, or by any
successor provision of the General Laws of Massachusetts dealing with the same
general subject matter as such Section 67, such insurance against liability as
is authorized by such Section 67 or such successor provision, whether or not the
Corporation would have the power to indemnify any such person against such
liability.

                            ARTICLE VI MISCELLANEOUS

     Section 1. SEAL. The seal of the Corporation shall, subject to alteration
by the Board of Directors, consist of a flat-faced circular die with the word
"Massachusetts", together with the name of the Corporation and the year of
incorporation, cut or engraved thereon. An impression of the seal impressed upon
the original copy of these By-Laws shall be deemed conclusively to be the seal
adopted by the Board of Directors.

     Section 2. EXECUTION OF PAPERS. Except as the Board of Directors may
generally or in particular cases otherwise authorize or direct, all deeds,
mortgages, leases, transfers, contracts, agreements, proposals, bonds, notes,
checks, drafts and other obligations made, accepted or endorsed by the
Corporation shall be signed or endorsed on behalf of the Corporation by the
Chairman of the Board, if there be one, the President, one of the Vice
Presidents or the Treasurer.

     Section 3. VOTING STOCK IN OTHER CORPORATIONS OR LIMITED LIABILITY
COMPANIES. Unless otherwise authorized or directed by the Board of Directors,
the Chairman of the Board, if there be one, or, in the case of the absence or
failure of the Chairman of the Board to act, the President, one of the Vice
Presidents or the Treasurer, shall have full power and authority on behalf of
the Corporation to attend and to act and to vote at any meetings of stockholders
or members of any corporation or limited liability company in which this
Corporation may hold stock or membership, and at any such meeting shall possess
and may exercise any and all rights and powers incident to the ownership of such
stock or to such membership and which, as the owner thereof, the Corporation
might have possessed and exercised if present. The Board of Directors, by
resolution from time to time, or, in the absence thereof, the chief executive
officer, may confer like powers upon any other person or persons as attorneys
and proxies of the Corporation.

                                     - 13 -


         Section 4. FISCAL YEAR. The fiscal year of the Corporation shall end on
May 31st of each year unless otherwise fixed by vote of the Board of Directors,
and may be changed by resolution of the Board if the Board determines that a
change would be desirable.

     Section 5. LOCATION OF CORPORATE RECORDS. The books and records of the
Corporation may be kept at such place or places, inside or outside of
Massachusetts, as may be designated from time to time by the Board of Directors
or in the Articles of Organization; PROVIDED, HOWEVER, that the original, or
attested copies, of the Articles of Organization, these By-Laws, the records of
all meetings of incorporators and stockholders and the stock transfer records
(which shall contain the names of all stockholders and the record address and
the amount of stock held by each), shall be kept in Massachusetts for inspection
by the stockholders at its principal office or an office of its transfer agent
or of its Clerk or of its registered agent.

     Section 6. CONTRACTS WITH INTERESTED PARTIES. The Corporation may enter
into contracts and transact business with one or more of its Directors,
officers, or stockholders, or in which any of them is in any other way
interested, or with any corporation, association, trust, firm, partnership,
limited liability company, or other concern in which any one or more of its
Directors, officers or stockholders are directors, officers, stockholders,
trustees, shareholders, members, beneficiaries, partners or otherwise
interested; and in the absence of fraud no such contract or transaction shall
be invalidated or in any way affected by the fact that such Directors, officers
or stockholders of the Corporation have or may have interests which are or might
be adverse to the interests of the Corporation, nor shall any Director, officer
or stockholder having such adverse interest be liable to the Corporation or to
any stockholder or creditor thereof, or to any other person, for any loss
incurred by it under or by reason of such contract or transaction, nor shall any
such Director, officer or stockholder be accountable for any gains or profits
realized thereon, even though the vote or action of the Board of Directors,
officers, or stockholders having such adverse interests may have been necessary
to obligate the Corporation upon such contract or transaction, if:

     a.   the material facts as to such person's or persons' relationship or
          interest and as to the contract or transaction are disclosed or are
          known to the Board of Directors or the committee thereof which
          authorizes the contract or transaction, and the Board or such
          committee in good faith authorizes the contract or transaction by the
          affirmative votes of a majority of the disinterested Directors, even
          if the disinterested Directors, be less than a quorum; or

     b.   the material facts as to said person's or persons' relationship or
          interest as to the contract or transaction are disclosed or are known
          to the stockholders (whether or not so disinterested) of the
          Corporation entitled to vote thereon, and the contract or transaction
          is specifically approved in good faith by the vote of stockholders
          holding stock entitling them to cast a majority of the votes which may
          be cast for the election of Directors; or

     c.   the contract or transaction is fair to the Corporation as of the time
          it is authorized, approved or ratified by the Board of Directors, a
          committee thereof, or the stockholders.

                                     - 14 -


No person shall be disqualified from holding office as a Director or officer of
the Corporation by reason of any such adverse interest.

                             ARTICLE VII AMENDMENTS

     These By-Laws may be altered, amended or repealed, in whole or in part, at
any time by vote of the stockholders. The Board of Directors, by a majority vote
of the Directors at the time in office, may also alter, amend or repeal these
By-Laws in whole or in part, except with respect to any provision hereof which
by law, the Articles of Organization or these By-Laws requires action by the
stockholders; PROVIDED, HOWEVER, that not later than the time of giving notice
of the meeting of stockholders next following the alteration, amendment or
repeal of these By-Laws, in whole or in part by the Board of Directors, notice
thereof, stating the substance of such action shall be given to all stockholders
entitled to vote on amending these By-Laws. By-Laws adopted by the Board of
Directors may be amended or repealed by the stockholders.

                                     - 15 -


                                TABLE OF CONTENTS



                                                                                                         Page
                                                                                                         ----
                                                                                                        
ARTICLE I STOCKHOLDERS......................................................................................1
         Section 1. Annual Meeting of Stockholders..........................................................1
         Section 2. Special Meetings of Stockholders........................................................1
         Section 3. Place of Stockholders' Meetings.........................................................1
         Section 4. Notice of Stockholders' Meetings........................................................1
         Section 5. Quorum and Adjournments.................................................................2
         Section 6. Proxies; Voting; Conduct of Meeting.....................................................2
         Section 7. Action Without a Meeting................................................................3
ARTICLE II DIRECTORS........................................................................................3
         Section 1. Board of Directors......................................................................3
         Section 2. Powers of Directors.....................................................................3
         Section 3. Committees of Directors.................................................................4
         Section 4. Meetings of the Board of Directors; Action Without a Meeting............................5
         Section 5. Quorum of Directors.....................................................................6
         Section 6. Resignation and Removal of Directors; Vacancies.........................................6
 ARTICLE III OFFICERS AND AGENTS............................................................................7
         Section 1. Officers and Agents.....................................................................7
         Section 2. President and Vice Presidents; Chairman of the Board....................................8
         Section 3. Treasurer and Assistant Treasurer.......................................................8
         Section 4. Controller and Assistant Controllers....................................................8
         Section 5. Clerk and Assistant Clerk...............................................................9
         Section 6. Resignations and Removals of Officers and Agents; Vacancies.............................9
 ARTICLE IV STOCK..........................................................................................10
         Section 1. Certificates for Stock.................................................................10
         Section 2. Transfer of Shares of Stock............................................................11
         Section 3. Transfer Agents and Registrars; Further Regulations....................................11
         Section 4. Loss of Certificates...................................................................11
         Section 5. Record Date............................................................................11
 ARTICLE V INDEMNIFICATION; INSURANCE......................................................................11
         Section 1. Indemnification of Directors, Officers and Others......................................11
         Section 2. Insurance..............................................................................13
 ARTICLE VI MISCELLANEOUS..................................................................................13
         Section 1. Seal...................................................................................13
         Section 2. Execution of Papers....................................................................13
         Section 3. Voting Stock in Other Corporations or Limited Liability Companies......................13
         Section 4. Fiscal Year............................................................................14
         Section 5. Location of Corporate Records..........................................................14
         Section 6. Contracts with Interested Parties......................................................14
 ARTICLE VII AMENDMENTS....................................................................................15


                                        i

EX-3.79

                                                                    Exhibit 3.79

                                                                          PAGE 1

                                    DELAWARE

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PJC REALTY N.E. LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D.
2001, AT 9 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SEVENTH DAY OF MAY, A.D. 2003,
AT 4:46 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.


[SEAL]

                                     /s/ Harriet Smith Windsor
                                     -------------------------------------------
                                     Harriet Smith Windsor, Secretary of State
3474343 8100H                           AUTHENTICATION: 3256774

040547374                                         DATE: 07-27-04



                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 12/28/2001
                                                          010676162 - 3474343


                            CERTIFICATE OF FORMATION

                                       OF

                               PJC REALTY N.E. LLC


     This Certificate of Formation of PJC REALTY N.E. LLC (the "COMPANY"), dated
as of December 28, 2001, is being duly executed and filed by the undersigned, as
authorized person, to form a limited liability company under the Delaware
Limited Liability Company Act (6 DEL. C. Sec. 18-101, ET SEQ.).

     FIRST. The name of the limited liability company formed hereby is PJC
Realty N.E. LLC.

     SECOND. The address of the registered office in the State of Delaware is
2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.
The name of its Registered Agent at such address is Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.


                                                 /s/ Julianne M. Ells
                                                 -----------------------------
                                                 Julianne M. Ells
                                                 Authorized Person



                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                   DELIVERED 05:01 PM 05/27/2003
                                                     FILED 04:46 PM 05/27/2003
                                                   SRV 030344268 - 3474343 FILE


                            CERTIFICATE OF AMENDMENT

                                       OF

                            CERTIFICATE OF FORMATION
                                       OF
                               PJC REALTY N.E. LLC

                        PURSUANT TO SECTION 18-202 OF THE
                     DELAWARE LIMITED LIABILITY COMPANY ACT

                                     * * * *

1)   The name of the Limited Liability Company is PJC Realty N.E. LLC

2)   The Certificate of Amendment is hereby amended to change Article "2" of the
     Certificate of Formation to read as follows:

     "2. The address of the registered office in the State of Delaware is 615
     South DuPont Highway, in the City of Dover, County of Kent, 19901. The name
     of its registered agent at such address is NATIONAL CORPORATE RESEARCH,
     LTD."

     The undersigned, an authorized person of the limited liability company,
executes this Certificate of Amendment on May 27, 2003.


                                                      /s/Randy Wyrofsky
                                                      ------------------------
                                                      Authorized Person

EX-3.80

                                                                    Exhibit 3.80

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                               PJC REALTY N.E. LLC

     THIS LIMITED LIABILITY COMPANY AGREEMENT of PJC REALTY N.E. LLC, dated as
of January 8, 2002, entered into by THE JEAN COUTU GROUP (PJC) USA, INC., a
Delaware corporation with its principal office at 50 Service Avenue, Warwick,
Rhode Island 02886 ("PJC USA"), as the sole Member and Manager of PJC REALTY
N.E. LLC (the "COMPANY"),

                                WITNESSETH THAT:

     WHEREAS, the Company shall be formed as a limited liability company
pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Sections
18-101 ET SEQ. (as from time to time amended and including any successor statute
of similar import, the "ACT") as of and by the filing of a Certificate of
Formation (the "CERTIFICATE") in the office of the Secretary of State of
Delaware; and

     WHEREAS, PJC USA wishes to set out its rights, obligations and duties as
the sole Member and Manager with respect to the Company and its business,
management and operations;

     NOW, THEREFORE, the sole Member hereby constitutes a limited liability
company for the purposes and on the terms and conditions set forth in this
Agreement as follows:

                                    ARTICLE 1
                                  DEFINITIONS

     Capitalized terms used in this Agreement shall have the meanings set forth
below or in the section of this Agreement referred to below:

     "ACT" shall have the meaning set forth in the recitals to this Agreement.

     "AFFILIATE" shall mean, with respect to any Person, (i) in the case of any
such Person which is a partnership, any partner in such partnership; (ii) any
other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with
respect to such Person or to one or more of the Persons referred to in preceding
clause (i); and (iii) any other Person who is an officer, director, trustee or
employee of, or partner in, such Person or any Person referred to in the
preceding clauses (i) and (ii); PROVIDED, HOWEVER, that such term shall not
include within its meaning the Company itself or a Subsidiary of the Company.

     "AGREEMENT" shall mean this Limited Liability Company Agreement, including
all schedules and exhibits hereto, as it and they may be amended, restated or
supplemented from time to time as herein provided.

     "AVAILABLE CASH" shall mean the excess of (i) the cash and short term
investments of the

                                      - 2 -


Company over (ii) any reserves established from time to time in accordance with
SECTION 4.3.

     "CERTIFICATE" shall mean the Certificate of Formation of Limited Liability
Company of the Company as provided for pursuant to the Act, as originally filed
with the office of the Secretary of State of Delaware, as amended and restated
from time to time as herein provided.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any subsequent Federal law of similar import, and, to the extent
applicable, any Treasury Regulations promulgated thereunder.

     "COMPANY" shall mean the limited liability company hereby established in
accordance with this Agreement, as such limited liability company may from time
to time be constituted.

     "COMPANY INTEREST" shall mean the interest of the sole Member in the
Company, as expressed on Schedule A opposite such Member's name.

     "ENTITY" shall mean any general partnership, limited partnership,
corporation, joint venture, trust, limited liability company, business trust,
cooperative, association, or governmental unit.

     "FISCAL YEAR" shall mean the fiscal year of the Company and shall be the
same as the taxable year of its sole Member. Each Fiscal Year shall commence on
the day immediately following the last day of the immediately preceding Fiscal
Year.

     "LIQUIDATING TRANSACTION" shall have the meaning set forth in SECTION 6.2.

     "MANAGER" shall mean PJC USA.

     "MEMBER" shall mean PJC USA.

     "PARENT" shall mean, with respect to any Person, any Person which owns
directly, or indirectly through one or more Subsidiaries, twenty percent (20%)
or more of the voting or beneficial interest in, or otherwise has the right or
power (whether by contract, through ownership of securities or otherwise) to
control, such Person.

     "PERSON" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so admits.

     "SUBSIDIARY" shall mean, with respect to any Person, any Entity (i) in
which such Person owns directly, or indirectly through one or more Subsidiaries,
twenty percent (20%) or more of the voting or beneficial interest; or (ii) which
such Person otherwise has the right or power to control (whether by contract,
through ownership of securities or otherwise).

     "TREASURY REGULATIONS" shall mean the Federal income tax regulations,
including any temporary or proposed regulations, promulgated under the Code, as
such Treasury Regulations may be amended from time to time (it being understood
that all references herein to specific sections of the Treasury Regulations
shall be deemed also to refer to any corresponding

                                      - 3 -


provisions of succeeding Treasury Regulations).

                                    ARTICLE 2
                     FORMATION OF LIMITED LIABILITY COMPANY

     2.1    FORMATION. The Company is hereby formed as a limited liability
company under and pursuant to the Act.

     2.2    COMPANY NAME. The name of the Company shall be "PJC Realty N.E.
LLC". The business of the Company shall be conducted under such name or such
other names as may from time to time be established by the Manager.

     2.3    THE CERTIFICATE, ETC. The filing of the Certificate with the
Secretary of State of Delaware by the Manager is hereby ratified and confirmed
by the sole Member. The Manager hereby agrees to cause to be executed, filed and
recorded all such other certificates and documents, including amendments to the
Certificate, and to cause to be done such other acts as may be necessary or
appropriate to comply with all requirements for the formation, continuation and
operation of a limited liability company, the ownership of property, and the
conduct of business under the laws of the State of Delaware and any other
jurisdiction in which the Company may own property or conduct business.

     2.4    PRINCIPAL BUSINESS OFFICE, REGISTERED OFFICE AND REGISTERED AGENT.
The principal business office of the Company shall be located at 50 Service
Avenue, Warwick, Rhode Island 02886, or at such other location as may hereafter
be designated by the Manager. The registered office of the Company shall be 2711
Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The
registered agent for service of process on the Company shall be Corporation
Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle
County, Delaware 19808. The principal business office, the registered office and
the registered agent of the Company may be changed from time to time by the
Manager and in accordance with the then applicable provisions of the Act and any
other applicable laws.

     2.5    TERM OF COMPANY. The term of the Company shall commence on the date
of the initial filing of the Certificate with the office of the Secretary of
State of Delaware and shall continue until dissolved pursuant to the provisions
of SECTION 8.1.

     2.6    PURPOSES. The purposes of the Company are to engage in any lawful
business that may be engaged in by a limited liability company organized under
the Act. In addition, and not in limitation of the foregoing, the Company shall
have the following purposes: (i) to acquire, hold, own, operate, maintain,
improve, expand, sell, pledge, mortgage, develop, lease, manage, subdivide,
exchange or otherwise dispose of real and personal property of every kind and
description and interests in Entities which own (directly or indirectly) real
and personal property, and (ii) to acquire, hold, own, manage, sell, exchange or
otherwise dispose of investments of every kind and description and interests in
Entities which own (directly and indirectly) interests in businesses or ventures
of every kind.

     2.7    POWERS. In furtherance of its purposes, but subject to all of the
provisions of this

                                      - 4 -


Agreement, the Company shall have the power and is hereby authorized to:

            (a)  acquire by purchase, lease, contribution of property or
     otherwise and own, hold, sell, convey, transfer or dispose of real or
     personal property or securities or other interests in Entities which own or
     hold, directly or indirectly, real property or interests in businesses or
     ventures which may be necessary, convenient or incidental to the
     accomplishment of the purposes of the Company;

            (b)  operate, purchase, maintain, finance, improve, expand, own,
     sell, convey, assign, mortgage, lease or demolish or otherwise dispose of
     real or personal property or securities or other interests in Entities
     which own or hold, directly or indirectly, real property or interests in
     businesses or ventures which may be necessary, convenient or incidental to
     the accomplishment of the purposes of the Company;

            (c)  borrow money and issue evidences of indebtedness in furtherance
     of any or all of the purposes of the Company, and secure the same by
     mortgage, pledge or other lien on the assets of the Company;

            (d)  invest any funds of the Company pending distribution or payment
     of the same pursuant to the provisions of this Agreement;

            (e)  prepay in whole or in part, refinance, recast, increase, modify
     or extend any indebtedness of the Company and, in connection therewith,
     execute any extensions, renewals or modifications of any mortgage or
     security agreement securing such indebtedness;

            (f)  enter into, perform and carry out contracts of any kind,
     including, without limitation, contracts with any Affiliate of a Member and
     contracts in respect of rendering operating or management services or in
     respect of acting as a manager to any Person or Persons, necessary to, in
     connection with, or incidental to the accomplishment of the purposes of the
     Company;

            (g)  establish reserves for capital expenditures, working capital,
     debt service, taxes, assessments, insurance premiums, repairs,
     improvements, depreciation, depletion, obsolescence, and general
     maintenance of buildings and other property out of the rents, profits, or
     other income received;

            (h)  employ or otherwise engage employees, managers, contractors,
     advisors and consultants and pay reasonable compensation for such services;

            (i)  enter into partnerships, limited liability companies or other
     ventures with other Persons in furtherance of the purposes of the Company;
     and

            (j)  do such other things and engage in such other activities
     related to the foregoing as may be necessary, convenient or advisable with
     respect to the conduct of the business of the Company, and have and
     exercise all of the powers and rights conferred upon limited liability
     companies formed pursuant to the Act.

                                      - 5 -


                                    ARTICLE 3
                                 CAPITALIZATION

     3.1    CAPITALIZATION.

            (a)  The sole Member shall contribute or cause to be contributed to
     the Company as promptly as possible following the execution of this
     Agreement, the sum of One Thousand and 00/100 Dollars ($1,000.00) in cash
     in consideration for which the sole Member shall be issued and shall be
     deemed to own 100% of the member interest of the Company. Such member
     interest shall not be certificated.

            (b)  The sole Member may from time to time contribute or cause to be
     contributed to the Company such additional money or property as the sole
     Member may desire to contribute, provided that at no time shall the sole
     Member be required to contribute any cash or property other than the
     aforesaid sum of One Thousand and 00/100 Dollars ($1,000.00).

                                    ARTICLE 4
                           BOOKS; ACCOUNTING; REPORTS

     4.1    BOOKS AND RECORDS; INSPECTION.

            (a)  The Company shall keep, or cause to be kept, complete and
     accurate books and records of account of the Company. The Company shall
     maintain the following at its principal business office: (i) a writing
     setting forth the sole Member's full name and last known business address;
     (ii) a copy of the Certificate, including all certificates of amendment
     thereto and executed copies of all powers of attorney pursuant to which the
     Certificate or any certificate of amendment has been executed; (iii) copies
     of the Company's Federal, state and local income tax returns and reports,
     if any, for the three (3) most recent Fiscal Years of the Company; (iv)
     copies of this Agreement and of any financial statements of the Company for
     the three (3) most recent Fiscal Years of the Company; and (v) all other
     records required to be maintained pursuant to the Act.

            (b)  The sole Member shall have the right, at all reasonable times
     and upon reasonable notice during usual business hours, to audit, examine
     and make copies of or extracts from the books of account of the Company for
     any purpose reasonably related to such Member's interest as the sole Member
     of the Company. Such right may be exercised through any agent or employee
     of such Member designated by it or by a certified public accountant
     designated by such Member. The sole Member shall bear all expenses incurred
     in any examination made for such Member's account.

     4.2    FILING OF RETURNS AND OTHER WRITINGS.

            (a)  The Company shall cause the preparation and timely filing of
     all Company tax returns and shall timely file all other writings required
     by any governmental authority having jurisdiction to require such filing.

                                      - 6 -


            (b)  The provisions of this SECTION 4.2 shall survive the
     termination of the Company and shall remain binding for as long a period of
     time as is necessary to resolve with the Internal Revenue Service or other
     governmental authority any and all matters regarding the Federal income or
     other taxation of the Company or the sole Member.

     4.3    RESERVES. The Company may establish such reserves as the Manager
shall from time to time determine to be necessary or appropriate.

                                    ARTICLE 5
                                   ALLOCATIONS

     5.1    ALLOCATION OF PROFIT AND LOSS. The profit and loss of the Company
for each Fiscal Year shall be attributed to the sole Member. For purposes of
determining profit, loss or any other items allocable to any period, profit,
loss and any such other items shall be determined on a daily, monthly or other
basis, as determined by the Manager using any permissible method under the Code
and the Treasury Regulations promulgated thereunder.

     5.2    TAX ALLOCATIONS. All items of income, gain, loss, deduction or
credit shall be attributed to the sole Member, as required by law.

                                    ARTICLE 6
                                  DISTRIBUTIONS

     6.1    DISTRIBUTIONS OTHER THAN PROCEEDS OF ANY LIQUIDATING TRANSACTION.
Subject to SECTION 6.2, Section 18-607 of the Act and any other applicable law,
Available Cash shall be applied and distributed from time to time, as the
Manager shall determine, to the sole Member.

     6.2    PROCEEDS OF ANY LIQUIDATING TRANSACTION. Upon the occurrence of any
transaction (a "LIQUIDATING TRANSACTION") involving the sale or other
disposition of all or substantially all of the assets of the Company, all
Available Cash resulting therefrom (or from any other source during the period
of winding up of the Company) shall be applied FIRST to the payment of any debts
or liabilities of the Company to creditors (including, as applicable, the sole
Member in its capacity as a creditor) or to the funding of reserves for debts or
liabilities not then due and owing and for contingent liabilities to the extent
deemed reasonable by the Manager and THEN to the sole Member. It is understood
and agreed that all payments under this SECTION 6.2 shall be made as soon as
reasonably practicable and in any event by the end of the Fiscal Year in which
such Liquidating Transaction occurs or, if later, within ninety (90) days after
the date of such Liquidating Transaction.

                                    ARTICLE 7
                       RIGHTS AND OBLIGATIONS OF MEMBERS;
                      MANAGEMENT OF THE COMPANY'S BUSINESS

     7.1    LIMITED LIABILITY. Except as otherwise provided by the Act, the
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the sole Member shall not be obligated personally for any such
debt, obligation or liability of the Company by reason of being a member of the

                                      - 7 -


Company. The sole Member shall not be required to lend any funds to the Company.

     7.2    MANAGEMENT AND CONTROL.

            (a)  The sole Member, in its capacity as such: (i) shall not
     participate in the management or control of the business of, or transact
     any business for or on behalf of, the Company; (ii) shall have no voting
     rights, except as specifically provided in this Agreement; and (iii) shall
     have no power to sign for or bind the Company. The Sole Member shall,
     however, have the approval rights expressly set forth elsewhere in this
     Agreement or specifically required by the Act.

            (b)  Except as otherwise specifically provided in this Agreement,
     the Manager shall have full authority and responsibility and exclusive and
     complete discretion in the management, control, operation and disposition
     of the business and assets of the Company for the purposes herein stated,
     shall make all decisions affecting the Company's business and assets and
     shall have full, complete and exclusive discretion to take any and all
     actions that the Company is authorized to take and to make all decisions
     with respect thereto. The Manager may appoint a President, one or more Vice
     Presidents, a Treasurer and a Secretary and such other officers as the
     Manager shall deem appropriate, each of which officers may, to the extent
     provided by the Manager, have the powers attendant to a similar officer of
     a Delaware corporation. Except as otherwise provided by the Act, the
     Manager shall not be personally liable for any of the debts, liabilities,
     obligations or contracts of the Company, nor shall the Manager, in its
     capacity as such, be required to contribute or lend any funds to the
     Company.

            (c)  Subject to the express provisions of this Agreement, the
     Manager shall have the authority to execute on behalf of the Company, as
     its authorized signatory, such agreements, contracts, instruments and other
     documents as it shall from time to time approve, such approval to be
     conclusively evidenced by its execution and delivery of any of the
     foregoing, including, without limitation: (i) checks, drafts, notes and
     other negotiable instruments; (ii) deeds of trust and assignments of
     rights; (iii) contracts for the sale of assets or relating to consulting,
     advisory or management services, deeds, leases, assignments and bills of
     sale; and (iv) loan agreements, mortgages, security agreements, pledge
     agreements and financing statements. The signature of the Manager on any
     such instrument, agreement, contract, lease, conveyance or document, or
     upon any check, draft, note or other negotiable instrument, shall be
     sufficient to bind the Company in respect thereof and shall conclusively
     evidence the authority of the Manager with respect thereto, and no third
     person need look to the application of funds or authority to act or require
     the joinder or consent of any other party.

     7.3    EVIDENCE OF AUTHORITY, ETC.

            (a)  Any Person dealing with the Company may rely on a certificate
     signed by the Manager as to:

                      (i)    the identity of the sole Member, the Manager or the
                      officers,

                                      - 8 -


          employees or agents of the Company;

                      (ii)   the existence or nonexistence of any fact or facts
                      which constitute conditions precedent to acts by the sole
                      Member, the Manager, or any officer, employee or agent or
                      are in any other manner germane to the affairs of the
                      Company;

                      (iii)  who is authorized to execute and deliver any
                      instrument or document on behalf of the Company;

                      (iv)   the authenticity of a copy of this Agreement and
                      amendments hereto;

                      (v)    any act or failure to act by the Company or as to
                      any other matter whatsoever involving the Company, the
                      sole Member, the Manager, or any officer, employee or
                      agent; or

                      (vi)   the authority of the Manager or any officer,
                      employee or agent or other Person to act on behalf of the
                      Company.

     7.4    DESIGNATION OF MANAGER. The sole Member hereby confirms the
designation of the Person specified as the Manager in the first paragraph of
this Agreement as the Manager. By execution of this Agreement, such Person
hereby accepts such designation.

     7.5    OTHER BUSINESS, ETC.

            (a)  The Manager, sole Member and any Affiliate thereof may engage
     in or possess an interest in other business ventures (unconnected with the
     Company) of every kind and description, independently or with others, and
     the Company shall not have any rights in or to such independent ventures or
     the income or profits therefrom by virtue of this Agreement.

            (b)  Unless otherwise approved by the Company, no Person shall use
     any proprietary or confidential information owned by the Company other than
     for the benefit of the Company, whether or not such Person remains a
     Member, Affiliate, Manager, director, officer or employee of the Company.

     7.6    STANDARD OF CARE; INDEMNIFICATION OF MEMBERS, OFFICERS, EMPLOYEES
            AND AGENTS.

            (a)  No Member shall have any personal liability whatsoever to the
     Company or any other Member on account of such Member's status as a Member
     or by reason of such Member's acts or omissions in connection with the
     conduct of the business of the Company.

            (b)  The Company shall indemnify and hold harmless each Member and
     the affiliates of any Member (each an "Indemnified Person") against any and
     all losses, claims, damages, expenses and liabilities (including, but not
     limited to, any investigation, legal

                                      - 9 -


     and other reasonable expenses incurred in connection with, and any amounts
     paid in settlement of, any action, suit, proceeding or claim) of any kind
     or nature whatsoever that such Indemnified Person may at any time become
     subject to or liable for by reason of the formation, operation or
     termination of the Company, or the Indemnified Person's acting as a Member
     under this Agreement, or the authorized actions of such Indemnified Person
     in connection with the conduct of the affairs of the Company (including,
     without limitation, indemnification against negligence, gross negligence or
     breach of duty). The indemnities provided hereunder shall survive
     termination of the Company and this Agreement. Costs and expenses that are
     subject to indemnification hereunder shall, at the request of any
     Indemnified Person, be advanced by the Company to or on behalf of such
     Indemnified Person prior to final resolution of a matter, so long as such
     Indemnified Person shall have provided the Company with a written
     undertaking to reimburse the Company for all amounts so advanced if it is
     ultimately determined that the Indemnified Person is not entitled to
     indemnification hereunder.

            (c)  The contract rights to indemnification and to the advancement
     of expenses conferred in this Section 7.6 shall not be exclusive of any
     other right that any person may have or hereafter acquire under any
     statute, agreement, vote of the Members or otherwise.

            (d)  The Company may maintain insurance, at its expense, to protect
     itself and any Member, employee or agent of the Company or another limited
     liability company, corporation, partnership, joint venture, trust or other
     enterprise against any expense, liability or loss, whether or not the
     Company would have the power to indemnify such person against such expense,
     liability or loss under the Delaware Act.

            (e)  The Company may, to the extent authorized from time to time by
     the Members, grant rights to indemnification and to advancement of expenses
     to any officer, employee or agent of the Company to the fullest extent of
     the provisions of this Section 7.6 with respect to the indemnification and
     advancement of expenses of Members of the Company.

            (f)  Notwithstanding the foregoing provisions of this Section 7.6,
     the Company shall indemnify an Indemnified Person in connection with a
     proceeding (or part thereof) initiated by such Indemnified Person only if
     such proceeding (or part thereof) was authorized by the Members; provided,
     however, that an Indemnified Person shall be entitled to reimbursement of
     his or her reasonable counsel fees with respect to a proceeding (or part
     thereof) initiated by such Indemnified Person to enforce his or her right
     to indemnity or advancement of expenses under the provisions of this
     Section 7.6 to the extent the Indemnified Person is successful on the
     merits in such proceeding (or part thereof).

                                    ARTICLE 8
                             TERMINATION

     8.1    EVENTS OF DISSOLUTION.

                                     - 10 -


            (a)  In accordance with Section 18-801 of the Act, the Company shall
     be dissolved and the affairs of the Company wound up upon (i) a
     determination of the sole Member to dissolve the Company; or (ii) entry of
     a judicial decree of dissolution.

            (b)  Dissolution of the Company shall be effective on the day on
     which a determination of the sole Member to dissolve the Company occurs or
     the day on which a judicial decree of dissolution is entered, but the
     Company shall not terminate until the assets of the Company shall have been
     distributed as provided herein and a certificate of cancellation of the
     Company has been filed with the Secretary of State of Delaware.

     8.2    APPLICATION OF ASSETS. In the event of dissolution, the Company
shall conduct only such activities as are necessary to wind up its affairs
(including the sale of the assets of the Company in an orderly manner), and the
assets of the Company shall be applied in the manner, and in the order of
priority, set forth in SECTION 6.2.

                                    ARTICLE 9
                               MISCELLANEOUS

     9.1    NOTICES.

                  (a) Any and all notices, consents, offers, elections and other
         communications required or permitted under this Agreement shall be
         deemed adequately given only if in writing and the same shall be
         delivered either in hand or by Federal Express or similar expedited
         commercial carrier, addressed to the recipient of the notice, postage
         prepaid and registered, or with all freight charges prepaid (if by
         Federal Express or similar carrier).

                  (b) All notices, demands and requests to be sent hereunder
         shall be deemed to have been given for all purposes of this Agreement
         upon the date of receipt or refusal.

                  (c) All such notices, demands and requests shall be addressed
         to the address set forth on SCHEDULE A hereto or to such other United
         States address as the Member may have designated for itself by written
         notice to the Company in the manner herein prescribed, except that
         notices of change of address shall be effective only upon receipt.

     9.2    WORD MEANINGS. The words such as "herein", "hereinafter", "hereof"
and "hereunder" refer to this Agreement as a whole and not merely to a
subdivision in which such words appear unless the context otherwise requires.
The singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, unless the context otherwise requires.

     9.3    BINDING PROVISIONS. The covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the heirs, executors,
administrators and legal representatives or successors and assigns, as the case
may be, of the party hereto.

     9.4    APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware. In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control and

                                     - 11 -


take precedence.

     9.5    SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall
be considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

     9.6    COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

     9.7    ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the sole Member and the Company with respect to the
transactions contemplated herein and supersedes all prior understandings or
agreements in respect of such transactions.

     9.8    AMENDMENTS. This Agreement shall not be amended except with the
prior written consent of the sole Member. Any consent may be given subject to
satisfaction of conditions stated therein.

     9.9    INVESTMENT REPRESENTATIONS. The sole Member understands that its
Company Interest has not been registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), on the grounds that its acquisition of such
Company Interest is exempt under Section 4(2) of the Securities Act as not
involving a public offering.

     9.10   TAX PRINCIPLES. For so long as the Company is owned by a sole
Member, it shall be treated as a disregarded entity for Federal and state income
tax purposes pursuant to Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and corresponding provisions of state law. Upon the admission to the
Company of more than one Member, the Company shall be treated as having become,
in the manner prescribed by Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and Internal Revenue Service Revenue Rulings 99-5 and 99-6, a
partnership for Federal and state income tax purposes pursuant to Sections
301.7701-2 and 301.7701-3 of the Treasury Regulations and corresponding
provisions of state law, and this Agreement will be amended accordingly to
reflect the same.


                  [remainder of page intentionally left blank]

                                     - 12 -


     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Agreement under seal as of the day and year first above written.

                                        THE JEAN COUTU GROUP (PJC) USA, INC.,
                                        a Delaware corporation


                                        By: /s/ Michel Coutu
                                            Michel Coutu
                                            President

                                     - 13 -


                                TABLE OF CONTENTS
                                   (continued)

                                                                            PAGE

                                  SCHEDULE A TO
            PJC. REALTY N.E. LLC LIMITED LIABILITY COMPANY AGREEMENT




                 Name and Address
                      Member                Company Interest
                 ----------------           ----------------
                                                
         The Jean Coutu Group (PJC) USA,           100%
         Inc.
         50 Service Avenue
         Warwick, Rhode Island 02886


                                     - 14 -


                                TABLE OF CONTENTS
                                   (continued)



                                                                                                   Page
                                                                                                   ----
                                                                                                  
ARTICLE 1  DEFINITIONS                                                                                1
ARTICLE 2  FORMATION OF LIMITED LIABILITY COMPANY                                                     3
      2.1        Formation                                                                            3
      2.2        Company Name                                                                         3
      2.3        The Certificate, Etc                                                                 3
      2.4        Principal Business Office, Registered Office and Registered Agent                    3
      2.5        Term of Company                                                                      3
      2.6        Purposes                                                                             3
      2.7        Powers                                                                               3

ARTICLE 3  CAPITALIZATION                                                                             5
      3.1        Capitalization.                                                                      5

ARTICLE 4  BOOKS; ACCOUNTING; REPORTS                                                                 5
      4.1        Books and Records; Inspection.                                                       5
      4.2        Filing of Returns and Other Writings.                                                5
      4.3        Reserves                                                                             6

ARTICLE 5  ALLOCATIONS                                                                                6
      5.1        Allocation of Profit and Loss                                                        6
      5.2        Tax Allocations                                                                      6

ARTICLE 6  DISTRIBUTIONS                                                                              6
      6.1        Distributions Other Than Proceeds of Any Liquidating Transaction                     6
      6.2        Proceeds of Any Liquidating Transaction                                              6

ARTICLE 7  RIGHTS AND OBLIGATIONS OF MEMBERS; MANAGEMENT OF THE COMPANY'S BUSINESS                    6
      7.1        Limited Liability                                                                    6
      7.2        Management and Control.                                                              7
      7.3        Evidence of Authority, Etc.                                                          7
      7.4        Designation of Manager                                                               8
      7.5        Other Business, Etc.                                                                 8
      7.6        Standard of Care; Indemnification of Members, Officers, Employees and Agents.        8

ARTICLE 8  TERMINATION                                                                                9
      8.1        Events of Dissolution.                                                               9
      8.2        Application of Assets                                                               10

ARTICLE 9  MISCELLANEOUS                                                                             10
      9.1        Notices.                                                                            10
      9.2        Word Meanings                                                                       10
      9.3        Binding Provisions                                                                  10
      9.4        Applicable Law                                                                      10


                                      - 15 -


                                TABLE OF CONTENTS
                                   (continued)



                                                                                                  Page
                                                                                                  ----
                                                                                                  
      9.5        Separability of Provisions                                                          10
      9.6        Counterparts                                                                        11
      9.7        Entire Agreement                                                                    11
      9.8        Amendments                                                                          11
      9.9        Investment Representations                                                          11
      9.10       Tax Principles                                                                      11


                                     - 16 -

EX-3.81

                                                                    Exhibit 3.81


                                    DELAWARE      PAGE 1

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY TEE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PJC REVERE REALTY LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE EIGHTH DAY OF JANUARY, A.D. 2002, AT
9 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SEVENTH DAY OF MAY, A.D. 2003,
AT 3:59 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.


                                       /s/ Harriet Smith Windsor
                                       --------------------------------
[SEAL]                                 Harriet Smith Windsor, Secretary of State

3477743 8100H                            AUTHENTICATION: 3256781

040547382                                          DATE: 07-27-04



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 01/08/2002
                                                          020014234 - 3477743


                            CERTIFICATE OF FORMATION

                                       OF

                              PJC REVERE REALTY LLC

     This Certificate of Formation of PJC REVERE REALTY LLC (the "COMPANY"),
dated as of January 8, 2002, is being duly executed and filed by the
undersigned, as authorized person, to form a limited liability company under the
Delaware Limited Liability Company Act (6 DEL. C. Sec. 18-101, ET SEQ.).

     FIRST. The name of the limited liability company formed hereby is PJC
Revere Realty LLC.

     SECOND. The address of the registered office in the State of Delaware is
2711 Centerville Road Suite 400, Wilmington, New Castle County, Delaware 19808.
The name of its Registered Agent at such address is Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.


                                             /s/ Julianne M. Ells
                                             ----------------------------------
                                             Julianne M. Ells, Authorized Person



                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                   DELIVERED 05:03 PM 05/27/2003
                                                     FILED 03:59 PM 05/27/2003
                                                   SRV 030343947 - 3477743 FILE


                            CERTIFICATE OF AMENDMENT

                                       OF

                            CERTIFICATE OF FORMATION

                                       OF

                              PJC REVERE REALTY LLC

                        PURSUANT TO SECTION 18-202 OF THE
                     DELAWARE LIMITED LIABILITY COMPANY ACT

                                     * * * *

1)   The name of the Limited Liability Company is PJC Revere Realty LLC.

2)   The Certificate of Amendment is hereby amended to change Article "2" of the
     Certificate of Formation to read as follows:

     "2. The address of the registered office in the State of Delaware is 615
     South DuPont Highway, in the City of Dover, County of Kent, 19901. The name
     of its registered agent at such address is NATIONAL CORPORATE RESEARCH,
     LTD.**

     The undersigned, an authorized person of the limited liability company,
executes this Certificate of Amendment on May 27,2003.


                                                       /s/Randy Wyrofsky
                                                       -------------------------
                                                       Authorized Person

EX-3.82

                                                                    Exhibit 3.82

                              PJC REVERE REALTY LLC
                       LIMITED LIABILITY COMPANY AGREEMENT
                           Dated as of January 8, 2002



                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                              PJC REVERE REALTY LLC

     THIS LIMITED LIABILITY COMPANY AGREEMENT of PJC REVERE REALTY LLC, dated as
of January 8, 2002, entered into by PJC SPECIAL REALTY HOLDINGS, INC., a
Delaware corporation with its principal office at 50 Service Avenue, Warwick,
Rhode Island 02886 ("PJC SPECIAL"), as the sole Member and Manager of PJC REVERE
REALTY LLC (the "COMPANY").

                                WITNESSETH THAT:

     WHEREAS, the Company shall be formed as a limited liability company
pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Sections
18-101 ET SEQ. (as from time to time amended and including any successor statute
of similar import, the "ACT") as of and by the filing of a Certificate of
Formation (the "CERTIFICATE") in the office of the Secretary of State of
Delaware; and

     WHEREAS, PJC Special wishes to set out its rights, obligations and duties
as the sole Member and Manager with respect to the Company and its business,
management and operations;

     NOW, THEREFORE, the sole Member hereby constitutes a limited liability
company for the purposes and on the terms and conditions set forth in this
Agreement as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Capitalized terms used in this Agreement shall have the meanings set forth
below or in the section of this Agreement referred to below:

     "ACT" shall have the meaning set forth in the recitals to this Agreement.

     "AFFILIATE" shall mean, with respect to any Person, (i) in the case of any
such Person which is a partnership, any partner in such partnership; (ii) any
other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with
respect to such Person or to one or more of the Persons referred to in preceding
clause (i); and (iii) any other Person who is an officer, director, trustee or
employee of, or partner in, such Person or any Person referred to in the
preceding clauses (i) and (ii); PROVIDED, HOWEVER, that such term shall not
include within its meaning the Company itself or a Subsidiary of the Company.

     "AGREEMENT" shall mean this Limited Liability Company Agreement, including
all schedules and exhibits hereto, as it and they may be amended, restated or
supplemented from time to time as herein provided.

     "AVAILABLE CASH" shall mean the excess of (i) the cash and short term
investments of the

                                      - 2 -


Company over (ii) any reserves established from time to time in accordance with
SECTION 4.3.

     "CERTIFICATE" shall mean the Certificate of Formation of Limited Liability
Company of the Company as provided for pursuant to the Act, as originally filed
with the office of the Secretary of State of Delaware, as amended and restated
from time to time as herein provided.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any subsequent Federal law of similar import, and, to the extent
applicable, any Treasury Regulations promulgated thereunder.

     "COMPANY" shall mean the limited liability company hereby established in
accordance with this Agreement, as such limited liability company may from time
to time be constituted.

     "COMPANY INTEREST" shall mean the interest of the sole Member in the
Company, as expressed on Schedule A opposite such Member's name.

     "ENTITY" shall mean any general partnership, limited partnership,
corporation, joint venture, trust, limited liability company, business trust,
cooperative, association, or governmental unit.

     "FISCAL YEAR" shall mean the fiscal year of the Company and shall be the
same as the taxable year of its sole Member. Each Fiscal Year shall commence on
the day immediately following the last day of the immediately preceding Fiscal
Year.

     "LIQUIDATING TRANSACTION" shall have the meaning set forth in SECTION 6.2.

     "MANAGER" shall mean PJC Special.

     "MEMBER" shall mean PJC Special.

     "PARENT" shall mean, with respect to any Person, any Person which owns
directly, or indirectly through one or more Subsidiaries, twenty percent (20%)
or more of the voting or beneficial interest in, or otherwise has the right or
power (whether by contract, through ownership of securities or otherwise) to
control, such Person.

     "PERSON" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so admits.

     "SUBSIDIARY" shall mean, with respect to any Person, any Entity (i) in
which such Person owns directly, or indirectly through one or more Subsidiaries,
twenty percent (20%) or more of the voting or beneficial interest; or (ii) which
such Person otherwise has the right or power to control (whether by contract,
through ownership of securities or otherwise).

     "TREASURY REGULATIONS" shall mean the Federal income tax regulations,
including any temporary or proposed regulations, promulgated under the Code, as
such Treasury Regulations may be amended from time to time (it being understood
that all references herein to specific sections of the Treasury Regulations
shall be deemed also to refer to any corresponding

                                      - 3 -


provisions of succeeding Treasury Regulations).

                                    ARTICLE 2
                     FORMATION OF LIMITED LIABILITY COMPANY

     2.1  FORMATION. The Company is hereby formed as a limited liability
company under and pursuant to the Act.

     2.2  COMPANY NAME. The name of the Company shall be "PJC Revere Realty
LLC". The business of the Company shall be conducted under such name or such
other names as may from time to time be established by the Manager.

     2.3  THE CERTIFICATE, ETC. The filing of the Certificate with the
Secretary of State of Delaware by the Manager is hereby ratified and confirmed
by the sole Member. The Manager hereby agrees to cause to be executed, filed and
recorded all such other certificates and documents, including amendments to the
Certificate, and to cause to be done such other acts as may be necessary or
appropriate to comply with all requirements for the formation, continuation and
operation of a limited liability company, the ownership of property, and the
conduct of business under the laws of the State of Delaware and any other
jurisdiction in which the Company may own property or conduct business.

     2.4  PRINCIPAL BUSINESS OFFICE, REGISTERED OFFICE AND REGISTERED AGENT. The
principal business office of the Company shall be located at 50 Service Avenue,
Warwick, Rhode Island 02886, or at such other location as may hereafter be
designated by the Manager. The registered office of the Company shall be 2711
Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The
registered agent for service of process on the Company shall be Corporation
Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle
County, Delaware 19808. The principal business office, the registered office and
the registered agent of the Company may be changed from time to time by the
Manager and in accordance with the then applicable provisions of the Act and any
other applicable laws.

     2.5  TERM OF COMPANY. The term of the Company shall commence on the date
of the initial filing of the Certificate with the office of the Secretary of
State of Delaware and shall continue until dissolved pursuant to the provisions
of SECTION 8.1.

     2.6  PURPOSES. The purposes of the Company are to engage in any lawful
business that may be engaged in by a limited liability company organized under
the Act. In addition, and not in limitation of the foregoing, the Company shall
have the following purposes: (i) to acquire, hold, own, operate, maintain,
improve, expand, sell, pledge, mortgage, develop, lease, manage, subdivide,
exchange or otherwise dispose of real and personal property of every kind and
description and interests in Entities which own (directly or indirectly) real
and personal property, and (ii) to acquire, hold, own, manage, sell, exchange or
otherwise dispose of investments of every kind and description and interests in
Entities which own (directly and indirectly) interests in businesses or ventures
of every kind.

     2.7  POWERS. In furtherance of its purposes, but subject to all of the
provisions of this

                                      - 4 -


Agreement, the Company shall have the power and is hereby authorized to:

          (a) acquire by purchase, lease, contribution of property or otherwise
     and own, hold, sell, convey, transfer or dispose of real or personal
     property or securities or other interests in Entities which own or hold,
     directly or indirectly, real property or interests in businesses or
     ventures which may be necessary, convenient or incidental to the
     accomplishment of the purposes of the Company;

          (b) operate, purchase, maintain, finance, improve, expand, own, sell,
     convey, assign, mortgage, lease or demolish or otherwise dispose of real or
     personal property or securities or other interests in Entities which own or
     hold, directly or indirectly, real property or interests in businesses or
     ventures which may be necessary, convenient or incidental to the
     accomplishment of the purposes of the Company;

          (c) borrow money and issue evidences of indebtedness in furtherance of
     any or all of the purposes of the Company, and secure the same by mortgage,
     pledge or other lien on the assets of the Company;

          (d) invest any funds of the Company pending distribution or payment of
     the same pursuant to the provisions of this Agreement;

          (e) prepay in whole or in part, refinance, recast, increase, modify or
     extend any indebtedness of the Company and, in connection therewith,
     execute any extensions, renewals or modifications of any mortgage or
     security agreement securing such indebtedness;

          (f) enter into, perform and carry out contracts of any kind,
     including, without limitation, contracts with any Affiliate of a Member and
     contracts in respect of rendering operating or management services or in
     respect of acting as a manager to any Person or Persons, necessary to, in
     connection with, or incidental to the accomplishment of the purposes of the
     Company;

          (g) establish reserves for capital expenditures, working capital, debt
     service, taxes, assessments, insurance premiums, repairs, improvements,
     depreciation, depletion, obsolescence, and general maintenance of buildings
     and other property out of the rents, profits, or other income received;

          (h) employ or otherwise engage employees, managers, contractors,
     advisors and consultants and pay reasonable compensation for such services;

          (i) enter into partnerships, limited liability companies or other
     ventures with other Persons in furtherance of the purposes of the Company;
     and

          (j) do such other things and engage in such other activities related
     to the foregoing as may be necessary, convenient or advisable with respect
     to the conduct of the business of the Company, and have and exercise all of
     the powers and rights conferred upon limited liability companies formed
     pursuant to the Act.

                                      - 5 -


                                    ARTICLE 3
                                 CAPITALIZATION

     3.1  CAPITALIZATION.

          (a) The sole Member shall contribute or cause to be contributed to the
     Company as promptly as possible following the execution of this Agreement,
     the sum of One Thousand and 00/100 Dollars ($1,000.00) in cash in
     consideration for which the sole Member shall be issued and shall be deemed
     to own 100% of the member interest of the Company. Such member interest
     shall not be certificated.

          (b) The sole Member may from time to time contribute or cause to be
     contributed to the Company such additional money or property as the sole
     Member may desire to contribute, provided that at no time shall the sole
     Member be required to contribute any cash or property other than the
     aforesaid sum of One Thousand and 00/100 Dollars ($1,000,00).

                                    ARTICLE 4
                           BOOKS; ACCOUNTING; REPORTS

     4.1  BOOKS AND RECORDS; INSPECTION.

          (a) The Company shall keep, or cause to be kept, complete and accurate
     books and records of account of the Company. The Company shall maintain the
     following at its principal business office: (i) a writing setting forth the
     sole Member's full name and last known business address; (ii) a copy of the
     Certificate, including all certificates of amendment thereto and executed
     copies of all powers of attorney pursuant to which the Certificate or any
     certificate of amendment has been executed; (iii) copies of the Company's
     Federal, state and local income tax returns and reports, if any, for the
     three (3) most recent Fiscal Years of the Company; (iv) copies of this
     Agreement and of any financial statements of the Company for the three (3)
     most recent Fiscal Years of the Company; and (v) all other records required
     to be maintained pursuant to the Act.

          (b) The sole Member shall have the right, at all reasonable times and
     upon reasonable notice during usual business hours, to audit, examine and
     make copies of or extracts from the books of account of the Company for any
     purpose reasonably related to such Member's interest as the sole Member of
     the Company. Such right may be exercised through any agent or employee of
     such Member designated by it or by a certified public accountant designated
     by such Member. The sole Member shall bear all expenses incurred in any
     examination made for such Member's account.

     4.2  FILING OF RETURNS AND OTHER WRITINGS.

          (a) The Company shall cause the preparation and timely filing of all
     Company tax returns and shall timely file all other writings required by
     any governmental authority having jurisdiction to require such filing.

                                      - 6 -


          (b) The provisions of this SECTION 4.2 shall survive the termination
     of the Company and shall remain binding for as long a period of time as is
     necessary to resolve with the Internal Revenue Service or other
     governmental authority any and all matters regarding the Federal income or
     other taxation of the Company or the sole Member.

     4.3  RESERVES. The Company may establish such reserves as the Manager shall
from time to time determine to be necessary or appropriate.

                                    ARTICLE 5
                                   ALLOCATIONS

     5.1  ALLOCATION OF PROFIT AND LOSS. The profit and loss of the Company for
each Fiscal Year shall be attributed to the sole Member. For purposes of
determining profit, loss or any other items allocable to any period, profit,
loss and any such other items shall be determined on a daily, monthly or other
basis, as determined by the Manager using any permissible method under the Code
and the Treasury Regulations promulgated thereunder.

     5.2  TAX ALLOCATIONS. All items of income, gain, loss, deduction or credit
shall be attributed to the sole Member, as required by law.

                                    ARTICLE 6
                                  DISTRIBUTIONS

     6.1  DISTRIBUTIONS OTHER THAN PROCEEDS OF ANY LIQUIDATING TRANSACTION.
Subject to SECTION 6.2, Section 18-607 of the Act and any other applicable law,
Available Cash shall be applied and distributed from time to time, as the
Manager shall determine, to the sole Member.

     6.2  PROCEEDS OF ANY LIQUIDATING TRANSACTION. Upon the occurrence of any
transaction (a "LIQUIDATING TRANSACTION") involving the sale or other
disposition of all or substantially all of the assets of the Company, all
Available Cash resulting therefrom (or from any other source during the period
of winding up of the Company) shall be applied FIRST to the payment of any debts
or liabilities of the Company to creditors (including, as applicable, the sole
Member in its capacity as a creditor) or to the funding of reserves for debts or
liabilities not then due and owing and for contingent liabilities to the extent
deemed reasonable by the Manager and THEN to the sole Member. It is understood
and agreed that all payments under this SECTION 6.2 shall be made as soon as
reasonably practicable and in any event by the end of the Fiscal Year in which
such Liquidating Transaction occurs or, if later, within ninety (90) days after
the date of such Liquidating Transaction.

                                    ARTICLE 7
                       RIGHTS AND OBLIGATIONS OF MEMBERS;
                      MANAGEMENT OF THE COMPANY'S BUSINESS

     7.1  LIMITED LIABILITY. Except as otherwise provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the sole Member shall not be obligated personally for any such
debt, obligation or liability of the Company by reason of being a member of the

                                      - 7 -


Company. The sole Member shall not be required to lend any funds to the Company.

     7.2  MANAGEMENT AND CONTROL.

          (a) The sole Member, in its capacity as such: (i) shall not
     participate in the management or control of the business of, or transact
     any business for or on behalf of, the Company; (ii) shall have no voting
     rights, except as specifically provided in this Agreement; and (iii) shall
     have no power to sign for or bind the Company. The Sole Member shall,
     however, have the approval rights expressly set forth elsewhere in this
     Agreement or specifically required by the Act.

          (b) Except as otherwise specifically provided in this Agreement, the
     Manager shall have full authority and responsibility and exclusive and
     complete discretion in the management, control, operation and disposition
     of the business and assets of the Company for the purposes herein stated,
     shall make all decisions affecting the Company's business and assets and
     shall have full, complete and exclusive discretion to take any and all
     actions that the Company is authorized to take and to make all decisions
     with respect thereto. The Manager may appoint a President, one or more Vice
     Presidents, a Treasurer and a Secretary and such other officers as the
     Manager shall deem appropriate, each of which officers may, to the extent
     provided by the Manager, have the powers attendant to a similar officer of
     a Delaware corporation. Except as otherwise provided by the Act, the
     Manager shall not be personally liable for any of the debts, liabilities,
     obligations or contracts of the Company, nor shall the Manager, in its
     capacity as such, be required to contribute or lend any funds to the
     Company.

          (c) Subject to the express provisions of this Agreement, the Manager
     shall have the authority to execute on behalf of the Company, as its
     authorized signatory, such agreements, contracts, instruments and other
     documents as it shall from time to time approve, such approval to be
     conclusively evidenced by its execution and delivery of any of the
     foregoing, including, without limitation: (i) checks, drafts, notes and
     other negotiable instruments; (ii) deeds of trust and assignments of
     rights; (iii) contracts for the sale of assets or relating to consulting,
     advisory or management services, deeds, leases, assignments and bills of
     sale; and (iv) loan agreements, mortgages, security agreements, pledge
     agreements and financing statements. The signature of the Manager on any
     such instrument, agreement, contract, lease, conveyance or document, or
     upon any check, draft, note or other negotiable instrument, shall be
     sufficient to bind the Company in respect thereof and shall conclusively
     evidence the authority of the Manager with respect thereto, and no third
     person need look to the application of funds or authority to act or require
     the joinder or consent of any other party.

     7.3  EVIDENCE OF AUTHORITY, ETC.

          (a) Any Person dealing with the Company may rely on a certificate
     signed by the Manager as to:

               (i)    the identity of the sole Member, the Manager or the
officers.

                                      - 8 -


          employees or agents of the Company;

               (ii)  the existence or nonexistence of any fact or facts which
               constitute conditions precedent to acts by the sole Member, the
               Manager, or any officer, employee or agent or are in any other
               manner germane to the affairs of the Company;

               (iii) who is authorized to execute and deliver any instrument or
               document on behalf of the Company;

               (iv)  the authenticity of a copy of this Agreement and amendments
               hereto;

               (v)   any act or failure to act by the Company or as to any other
               matter whatsoever involving the Company, the sole Member, the
               Manager, or any officer, employee or agent; or

               (vi)  the authority of the Manager or any officer, employee or
               agent or other Person to act on behalf of the Company.

     7.4  DESIGNATION OF MANAGER. The sole Member hereby confirms the
designation of the Person specified as the Manager in the first paragraph of
this Agreement as the Manager. By execution of this Agreement, such Person
hereby accepts such designation.

     7.5  OTHER BUSINESS, ETC.

          (a) The Manager, sole Member and any Affiliate thereof may engage in
     or possess an interest in other business ventures (unconnected with the
     Company) of every kind and description, independently or with others, and
     the Company shall not have any rights in or to such independent ventures or
     the income or profits therefrom by virtue of this Agreement.

          (b) Unless otherwise approved by the Company, no Person shall use any
     proprietary or confidential information owned by the Company other than for
     the benefit of the Company, whether or not such Person remains a Member,
     Affiliate, Manager, director, officer or employee of the Company.

     7.6  STANDARD OF CARE; INDEMNIFICATION OF MEMBERS, OFFICERS, EMPLOYEES AND
AGENTS.

          (a) No Member shall have any personal liability whatsoever to the
     Company or any other Member on account of such Member's status as a Member
     or by reason of such Member's acts or omissions in connection with the
     conduct of the business of the Company.

          (b) The Company shall indemnify and hold harmless each Member and the
     affiliates of any Member (each an "Indemnified Person") against any and all
     losses, claims, damages, expenses and liabilities (including, but not
     limited to, any investigation, legal

                                      - 9 -


and other reasonable expenses incurred in connection with, and any amounts paid
in settlement of, any action, suit, proceeding or claim) of any kind or nature
whatsoever that such Indemnified Person may at any time become subject to or
liable for by reason of the formation, operation or termination of the Company,
or the Indemnified Person's acting as a Member under this Agreement, or the
authorized actions of such Indemnified Person in connection with the conduct of
the affairs of the Company (including, without limitation, indemnification
against negligence, gross negligence or breach of duty). The indemnities
provided hereunder shall survive termination of the Company and this Agreement.
Costs and expenses that are subject to indemnification hereunder shall, at the
request of any Indemnified Person, be advanced by the Company to or on behalf of
such Indemnified Person prior to final resolution of a matter, so long as such
Indemnified Person shall have provided the Company with a written undertaking to
reimburse the Company for all amounts so advanced if it is ultimately determined
that the Indemnified Person is not entitled to indemnification hereunder.

          (c) The contract rights to indemnification and to the advancement of
     expenses conferred in this Section 7.6 shall not be exclusive of any other
     right that any person may have or hereafter acquire under any statute,
     agreement, vote of the Members or otherwise.

          (d) The Company may maintain insurance, at its expense, to protect
     itself and any Member, employee or agent of the Company or another limited
     liability company, corporation, partnership, joint venture, trust or other
     enterprise against any expense, liability or loss, whether or not the
     Company would have the power to indemnify such person against such expense,
     liability or loss under the Delaware Act.

          (e) The Company may, to the extent authorized from time to time by the
     Members, grant rights to indemnification and to advancement of expenses to
     any officer, employee or agent of the Company to the fullest extent of the
     provisions of this Section 7.6 with respect to the indemnification and
     advancement of expenses of Members of the Company.

          (f) Notwithstanding the foregoing provisions of this Section 7.6, the
     Company shall indemnify an Indemnified Person in connection with a
     proceeding (or part thereof) initiated by such Indemnified Person only if
     such proceeding (or part thereof) was authorized by the Members; provided,
     however, that an Indemnified Person shall be entitled to reimbursement of
     his or her reasonable counsel fees with respect to a proceeding (or part
     thereof) initiated by such Indemnified Person to enforce his or her right
     to indemnity or advancement of expenses under the provisions of this
     Section 7.6 to the extent the Indemnified Person is successful on the
     merits in such proceeding (or part thereof).

                                    ARTICLE 8
                                   TERMINATION

     8.1  EVENTS OF DISSOLUTION.

                                     - 10 -


          (a) In accordance with Section 18-801 of the Act, the Company shall be
     dissolved and the affairs of the Company wound up upon (i) a determination
     of the sole Member to dissolve the Company; or (ii) entry of a judicial
     decree of dissolution.

          (b) Dissolution of the Company shall be effective on the day on which
     a determination of the sole Member to dissolve the Company occurs or the
     day on which a judicial decree of dissolution is entered, but the Company
     shall not terminate until the assets of the Company shall have been
     distributed as provided herein and a certificate of cancellation of the
     Company has been filed with the Secretary of State of Delaware.

     8.2  APPLICATION OF ASSETS. In the event of dissolution, the Company shall
conduct only such activities as are necessary to wind up its affairs (including
the sale of the assets of the Company in an orderly manner), and the assets of
the Company shall be applied in the manner, and in the order of priority, set
forth in SECTION 6.2.

                                    ARTICLE 9
                                  MISCELLANEOUS

     9.1  NOTICES.

          (a) Any and all notices, consents, offers, elections and other
     communications required or permitted under this Agreement shall be deemed
     adequately given only if in writing and the same shall be delivered either
     in hand or by Federal Express or similar expedited commercial carrier,
     addressed to the recipient of the notice, postage prepaid and registered,
     or with all freight charges prepaid (if by Federal Express or similar
     carrier).

          (b) All notices, demands and requests to be sent hereunder shall be
     deemed to have been given for all purposes of this Agreement upon the date
     of receipt or refusal.

          (c) All such notices, demands and requests shall be addressed to the
     address set forth on SCHEDULE A hereto or to such other United States
     address as the Member may have designated for itself by written notice to
     the Company in the manner herein prescribed, except that notices of change
     of address shall be effective only upon receipt.

     9.2  WORD MEANINGS. The words such as "herein", "hereinafter", "hereof" and
"hereunder" refer to this Agreement as a whole and not merely to a subdivision
in which such words appear unless the context otherwise requires. The singular
shall include the plural and the masculine gender shall include the feminine and
neuter, and vice versa, unless the context otherwise requires.

     9.3  BINDING PROVISIONS. The covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the heirs, executors,
administrators and legal representatives or successors and assigns, as the case
may be, of the party hereto.

     9.4  APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware. In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control and

                                     - 11 -


take precedence.

     9.5  SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall be
considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

     9.6  COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

     9.7  ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
of the sole Member and the Company with respect to the transactions contemplated
herein and supersedes all prior understandings or agreements in respect of such
transactions.

     9.8  AMENDMENTS. This Agreement shall not be amended except with the prior
written consent of the sole Member. Any consent may be given subject to
satisfaction of conditions stated therein.

     9.9  INVESTMENT REPRESENTATIONS. The sole Member understands that its
Company Interest has not been registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), on the grounds that its acquisition of such
Company Interest is exempt under Section 4(2) of the Securities Act as not
involving a public offering.

     9.10 TAX PRINCIPLES. For so long as the Company is owned by a sole Member,
it shall be treated as a disregarded entity for Federal and state income tax
purposes pursuant to Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and corresponding provisions of state law. Upon the admission to the
Company of more than one Member, the Company shall be treated as having become,
in the manner prescribed by Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and Internal Revenue Service Revenue Rulings 99-5 and 99-6, a
partnership for Federal and state income tax purposes pursuant to Sections
301.7701-2 and 301.7701-3 of the Treasury Regulations and corresponding
provisions of state law, and this Agreement will be amended accordingly to
reflect the same.

                  [remainder of page intentionally left blank]

                                     - 12 -


     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Agreement under seal as of the day and year first above written.

                                        PJC SPECIAL REALTY HOLDINGS, INC.,
                                        a Delaware corporation


                                        By: /s/ Michel Coutu
                                            Michel Coutu
                                            President

                                     - 13 -


                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page
                                                                            ----

                                  SCHEDULE A TO
             PJC REALTY N.E. LLC LIMITED LIABILITY COMPANY AGREEMENT



                 Name and Address
                      Member                Company Interest
                 ----------------           ----------------
                                                
      PJC Special Realty Holdings, Inc.            100%
      50 Service Avenue
      Warwick, Rhode Island 02886


                                     - 14 -


                                TABLE OF CONTENTS
                                  (continued)



                                                                                         Page
                                                                                         ----
                                                                                        
ARTICLE 1   DEFINITIONS                                                                     1

ARTICLE 2   FORMATION OF LIMITED LIABILITY COMPANY                                          3
    2.1           Formation                                                                 3
    2.2           Company Name                                                              3
    2.3           The Certificate, Etc                                                      3
    2.4           Principal Business Office, Registered Office and Registered Agent         3
    2.5           Term of Company                                                           3
    2.6           Purposes                                                                  3
    2.7           Powers                                                                    3

ARTICLE 3   CAPITALIZATION                                                                  5
    3.1           Capitalization.                                                           5

ARTICLE 4   BOOKS; ACCOUNTING; REPORTS                                                      5
    4.1           Books and Records; Inspection.                                            5
    4.2           Filing of Returns and Other Writings.                                     5
    4.3           Reserves                                                                  6

ARTICLE 5   ALLOCATIONS                                                                     6
    5.1           Allocation of Profit and Loss                                             6
    5.2           Tax Allocations                                                           6

ARTICLE 6   DISTRIBUTIONS                                                                   6
    6.1           Distributions Other Than Proceeds of Any Liquidating Transaction          6
    6.2           Proceeds of Any Liquidating Transaction                                   6

ARTICLE 7   RIGHTS AND OBLIGATIONS OF MEMBERS; MANAGEMENT OF THE COMPANY'S BUSINESS         6
    7.1           Limited Liability                                                         6
    7.2           Management and Control.                                                   7
    7.3           Evidence of Authority, Etc.                                               7
    7.4           Designation of Manager                                                    8
    7.5           Other Business, Etc.                                                      8
    7.6           Standard of Care; Indemnification of Members, Officers, Employees and
    Agents.                                                                                 8

ARTICLE 8   TERMINATION                                                                     9
    8.1           Events of Dissolution.                                                    9
    8.2           Application of Assets                                                    10

ARTICLE 9   MISCELLANEOUS                                                                  10
    9.1           Notices.                                                                 10
    9.2           Word Meanings                                                            10
    9.3           Binding Provisions                                                       10
    9.4           Applicable Law                                                           10


                                     - 15 -


                                TABLE OF CONTENTS
                                   (continued)



                                                                                         Page
                                                                                         ----
                                                                                        
    9.5           Separability of Provisions                                               10
    9.6           Counterparts                                                             11
    9.7           Entire Agreement                                                         11
    9.8           Amendments                                                               11
    9.9           Investment Representations                                               11
    9.10          Tax Principles                                                           11


                                     - 16 -

EX-3.83

                                                                    Exhibit 3.83

                                                                          PAGE 1

                                    DELAWARE
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PJC SPECIAL REALTY HOLDINGS, INC. " AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D.
2001, AT 9 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-SEVENTH DAY OF
MAY, A.D. 2003, AT 4:31 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


3474266 8100H
040547405

[SEAL]

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State
                                         AUTHENTICATION: 3256799

                                                   DATE: 07-27-04



                                                            STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 12/28/2001
                                                           010676150 - 3474266

                          CERTIFICATE OF INCORPORATION
                                       OF
                        PJC SPECIAL REALTY HOLDINGS, INC.

FIRST: The name of the Corporation is PJC Special Realty Holdings, Inc.

SECOND: The address of the Corporation's registered office in the State of
Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County
of New Castle. The name and address of the Corporation's registered agent at
such address is Corporation Service Company.

THIRD: The nature of the business and purposes to be conducted or promoted by
the Corporation are as follows:

To own and operate pharmacies and to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware, whether or not related to the foregoing, and to have and
exercise all of the powers conferred by the laws of the State of Delaware upon
corporations incorporated or organized under such Law.

FOURTH: The total number of shares of capital stock which the Corporation has
authority to issue is 3,000 shares of Common Stock with $0.01 par value per
share.

FIFTH: The name and mailing address of the sole incorporator are as follows:



Name                            Mailing Address
- ----                            ---------------
                             
Julianne M. Ells                Sullivan & Worcester LLP
                                One Post Office Square
                                Boston, Massachusetts 02109


SIXTH: In furtherance and not in limitation of powers conferred by statute, it
is further provided:

     (a) Election of directors need not be by written ballot unless so provided
in the By-Laws of the Corporation.

     (b) The Board of Directors is expressly authorized to adopt, amend or
repeal the By-Laws of the Corporation.

SEVENTH: The Corporation shall have and may exercise, to the fullest extent
permitted by Delaware law, and as provided in the By-laws as in effect from time
to time, the power to indemnify its officers, directors, employees and agents,
and persons acting at the request of the Corporation as directors, officers,
partners, members, trustees, employees or agents of other entities, whether
corporations, partnerships, joint ventures, limited liability companies, trusts
or other enterprises, or non-profit entities.

                                      - 1 -


EIGHTH: No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except to the extent that exculpation from liability is not permitted under the
General Corporation Law of the state of Delaware as in effect when such breach
occurred. Neither the amendment nor repeal of this Article EIGHTH nor the
adoption of any provision of this Certificate of Incorporation inconsistent with
this Article EIGHTH shall reduce, eliminate or adversely affect the effect of
this Article EIGHTH in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article EIGHTH, would accrue or arise, prior to
the effectiveness of such amendment, repeal or adoption.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein
are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto set my hand on December 28, 2001.


                                                        /s/ Julianne M. Ells
                                                        ---------------------
                                                        Julianne M. Ells
                                                        Sole Incorporator

                                      - 2 -

EX-3.84

                                                                    Exhibit 3.84

                       PJC SPECIALTY REALTY HOLDINGS, INC.
                            (a Delaware Corporation)


                                     BY-LAWS


                                    ARTICLE I

                                OFFICES AND SEAL

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be located in Wilmington, County of New Castle, State of Delaware, and the
name of the resident agent in charge thereof shall be Corporation Service
Company.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places, within or without the State of Delaware, as the Board of Directors
may from time to time appoint or the business of the Corporation may require.

     SECTION 3. SEAL. The seal of the Corporation shall, subject to alteration
by the Board of Directors, consist of a flat-faced circular die with the word
"Delaware", together with the name of the Corporation and the year of
incorporation, cut or engraved thereon. The seal may be used by causing it, or a
facsimile thereof to be affixed, impressed, reproduced or used in any other
manner permitted by law.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETING. Meetings of the stockholders shall be held
either within or without the State of Delaware at such place as the Board of
Directors may fix from time to time, or if the Board of Directors does not fix
the place, by the person or group calling the meeting, and as stated in the
notice of meeting.

     SECTION 2. ANNUAL MEETING. Beginning with the first calendar year after the
year of incorporation, an annual meeting of the stockholders shall be held on
the last Friday of September each year (or if that be a legal holiday in the
place where the meeting is to be held, on the next succeeding business day). The
purposes for which the annual meeting is to be held in addition to those
prescribed by law, the Certificate of Incorporation or these By-Laws, shall be
specified by the director(s) or the President. If no annual meeting is held in
accordance with this Section, a special meeting may be held in lieu thereof, and
any action taken at such a meeting shall have the same effect as if taken by the
annual meeting.

     SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose or purposes may be called by the Chairman of the Board of Directors, if
there be one, the President,



                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                           
ARTICLE I OFFICES AND SEAL ....................................................1
SECTION 1. Registered Office ..................................................1
SECTION 2. Other Offices ......................................................1
SECTION 3. Seal ...............................................................1

ARTICLE II MEETINGS OF STOCKHOLDERS ...........................................1
SECTION 1. Place of Meeting ...................................................1
SECTION 2. Annual Meeting .....................................................1
SECTION 3. Special Meetings ...................................................1
SECTION 4. Notice .............................................................2
SECTION 5. Presiding Officer ..................................................2
SECTION 6. Quorum and Adjournments ............................................2
SECTION 7. Votes; Proxies .....................................................3
SECTION 8. Action Without Meeting .............................................3

ARTICLE III DIRECTORS .........................................................4
SECTION 1. General Powers .....................................................4
SECTION 2. Number and Election ................................................4
SECTION 3. Term of Office .....................................................5
SECTION 4. Vacancies ..........................................................5
SECTION 5. Removal by Stockholders ............................................5
SECTION 6. Resignation of Directors ...........................................5
SECTION 7. Compensation .......................................................5

ARTICLE IV MEETINGS OF DIRECTORS ..............................................5
SECTION 1. Time and Place of Meetings of New Board ............................5
SECTION 2. Regular Meetings ...................................................6
SECTION 3. Presiding Officer ..................................................6
SECTION 4. Votes ..............................................................6
SECTION 5. Quorum and Adjournment .............................................6
SECTION 6. Action Without Meeting .............................................7
SECTION 7. Limitation of Liability ............................................7
SECTION 8. Participation via Communications Equipment .........................7
SECTION 9. Minutes ............................................................7

ARTICLE V  COMMITTEES OF DIRECTORS ............................................7
SECTION 1. Executive Committee ................................................7
SECTION 2. Audit Committee ....................................................9
SECTION 3. Other Committees ...................................................9
SECTION 4. Term of Office ....................................................10


                                        i


                                TABLE OF CONTENTS
                                   (continued)



                                                                            Page
                                                                            ----
                                                                           
ARTICLE VI NOTICES ...........................................................10
SECTION 1. How Made ..........................................................10
SECTION 2. Waiver of Notice ..................................................10

ARTICLE VII OFFICERS .........................................................11
SECTION 1. Officers ..........................................................11
SECTION 2. How Elected .......................................................11
SECTION 3. Tenure ............................................................11
SECTION 4. Removal ...........................................................11
SECTION 5. Resignation .......................................................11
SECTION 6. Compensation ......................................................11
SECTION 7. Vacancies .........................................................11
SECTION 8. Chairman of the Board .............................................11
SECTION 9. President .........................................................12
SECTION 10. Executive Vice Presidents and Vice Presidents ....................12
SECTION 11. Secretary ........................................................12
SECTION 12. Assistant Secretaries ............................................12
SECTION 13. Treasurer ........................................................12
SECTION 14. Assistant Treasurers .............................................13
SECTION 15. Controller .......................................................13
SECTION 16. Assistant Controllers ............................................13
SECTION 17. Subordinate Officers .............................................13

ARTICLE VIII CERTIFICATES OF STOCK ...........................................13
SECTION 1. Form and Execution of Certificates ................................13
SECTION 2. Transfer of Shares ................................................14
SECTION 3. Closing of Transfer Books .........................................14
SECTION 4. Fixing Date for Determination of Stockholders of Record ...........15
SECTION 5. Lost or Destroyed Certificates ....................................15
SECTION 6. Uncertificated Shares .............................................16
SECTION 7. Stock Ledger ......................................................16
SECTION 8. Close Corporation .................................................16

ARTICLE IX  EXECUTION OF DOCUMENTS ...........................................16
SECTION 1. Execution of Checks, Notes, etc ...................................16
SECTION 2. Execution of Contracts, Assignments, etc ..........................17
SECTION 3. Execution of Proxies ..............................................17

ARTICLE X INSPECTION OF BOOKS ................................................17


                                       ii


                                TABLE OF CONTENTS
                                   (continued)



                                                                            Page
                                                                            ----
                                                                           
ARTICLE XI FISCAL YEAR .......................................................17

ARTICLE XII AMENDMENTS .......................................................17

ARTICLE XIII INDEMNIFICATION .................................................18
SECTION 1. Indemnification of Officers, Directors and Others .................18
SECTION 2. Authorization .....................................................19
SECTION 3. Expense Advance ...................................................20
SECTION 4. Nonexclusivity ....................................................20
SECTION 5. Insurance .........................................................20
SECTION 6. "The Corporation" .................................................20
SECTION 7. Other Indemnification .............................................20
SECTION 8. Other Definitions .................................................21
SECTION 9. Continuation of Indemnification ...................................21
SECTION 10. Amendment or Repeal ..............................................21

ARTICLE XIV MISCELLANEOUS ....................................................21
SECTION 1. Annual Statements .................................................21
SECTION 2. Checks, etc .......................................................21
SECTION 3. Licenses and Permits ..............................................21


                                       iii


and special meetings shall be called by the President or the Secretary at the
request in writing of at least half of the Board of Directors or of holders
of ten percent (10%) or more of the shares entitled to vote at the meeting. Such
request of stockholders shall state the purpose or purposes of the proposed
meeting. The business transacted at any special meeting of the stockholders
shall be limited to the purpose or purposes stated in the notice of the meeting,
unless otherwise agreed by all stockholders present in person or by proxy and
entitled to vote at the meeting.

     SECTION 4. NOTICE. Written or printed notice of every meeting of
stockholders, annual or special, stating the hour, date and place thereof, and
the purpose or purposes in general terms for which the meeting is called shall,
not less than ten (10) days, or such longer period as shall be provided by law,
the Certificate of Incorporation, these By-Laws, or otherwise, and not more than
sixty (60) days before such meeting. Such notice shall be given in the manner
set forth in Article VI.

     SECTION 5. PRESIDING OFFICER. The President shall preside at all meetings
of the stockholders, unless the Board of Directors shall have elected a person
other than the President to serve as Chairman; in the absence of the President,
the Chairman of the Board, if any, shall preside. In the absence of both the
Chairman of the Board and the President, a presiding officer shall be selected
by vote of the holders of a majority of the shares of stock whose holders are
present in person or by proxy and entitled to vote at the meeting.

     SECTION 6. QUORUM AND ADJOURNMENTS. Except as otherwise provided by law or
by the Certificate of Incorporation, the presence in person or by proxy at any
meeting of stockholders of the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote
thereat, shall be requisite and shall constitute a quorum. If two or more
classes of stock are entitled to vote as separate classes upon any question,
then, in the case of each such class, a quorum for the consideration of such
question shall, except as otherwise provided by law or by the Certificate of
Incorporation, consist of a majority in interest of all stock of that class
issued, outstanding and entitled to vote. If a majority of the shares of capital
stock of the Corporation issued and outstanding and entitled to vote thereat or,
where a larger quorum is required, such quorum, shall not be represented at any
meeting of the stockholders regularly called, the holders of a majority of the
shares present or represented by proxy and entitled to vote thereat shall have
power to adjourn the meeting to another time, or to another time and place,
without notice other than announcement of adjournment at the meeting, and there
may be successive adjournments for like cause and in like manner until the
requisite amount of shares entitled to vote at such meeting shall be
represented; provided, however, that if the adjournment is for more than thirty
(30) days, notice of the hour, date and place of the adjourned meeting shall be
given to each stockholder entitled to vote thereat. Subject to the requirements
of law and the Certificate of Incorporation, on any issue on which two or more
classes of stock are entitled to vote separately, no adjournment shall be taken
with respect to any class for which a quorum is present unless the Chairman of
the meeting otherwise directs. At any meeting held to consider matters which
were subject to adjournment for want of a quorum at which the requisite amount
of shares entitled to vote thereat shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed.

                                      - 2 -


     SECTION 7. VOTES; PROXIES. Except as otherwise provided in the Certificate
of Incorporation, at each meeting of stockholders, every stockholder of record
at the closing of the transfer books, if closed, or on the date set by the Board
of Directors for the determination of stockholders entitled to vote at such
meeting, shall have one vote for each share of stock entitled to vote which is
registered in such stockholder's name on the books of the Corporation, and, in
the election of directors, may vote cumulatively to the extent, if any, and in
the manner authorized in the Certificate of Incorporation.

     At each such meeting every stockholder entitled to vote shall be entitled
to do so in person, by electronic means or by proxy appointed by an instrument
in writing or as otherwise permitted by law subscribed by such stockholder and
bearing a date not more than three (3) years prior to the meeting in question,
unless said instrument provides for a longer period during which it is to remain
in force. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or any interest in the Corporation generally. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing with the Secretary of the Corporation
an instrument in writing or as otherwise permitted by law revoking the proxy or
another duly executed proxy bearing a later date. No proxy be valid after 11
months from its date, unless otherwise provided therein.

     Voting at meetings of stockholders need not be by written ballot and,
except as otherwise provided by law, need not be conducted by inspectors of
election unless so determined by the Chairman of the meeting or by the holders
of shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or represented by proxy at such meeting. If it is required or
determined that inspectors of election be appointed, the Chairman shall appoint
two inspectors of election, who shall first take and subscribe an oath or
affirmation faithfully to execute the duties of inspectors at such meeting with
strict impartiality and according to the best of their ability. The inspectors
so appointed shall take charge of the polls and, after the balloting, shall make
a certificate of the result of the vote taken. No director or candidate for the
office of director shall be appointed as such inspector. At all meetings of the
stockholders, all questions relating to the qualification of voters shall be
decided by the presiding officer of the meeting.

     At any meeting at which a quorum is present, a plurality of the votes
properly cast for election to fill any vacancy on the Board of Directors shall
be sufficient to elect a candidate to fill such vacancy, and a majority of the
votes properly cast upon any other question shall decide the question, except in
any case where a larger vote is required by law, the Certificate of
Incorporation, these By-Laws, or otherwise.

     SECTION 8. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation, any action required or permitted by the Delaware
General Corporation Law to be taken at any annual or special meeting of the
stockholders of the Corporation, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not

                                      - 3 -


less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested.

     Every written consent shall bear the date of signature of each stockholder
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the
earliest dated consent delivered in the manner required by this section to the
Corporation, written consents signed by a sufficient number of stockholders to
take action are delivered to the Corporation by delivery to its registered
office in Delaware, its principal place of business, or an officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.

     Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing. In the event that the action which is consented
to is such as would have required the filing of a certificate under any section
of the Delaware General Corporation Law other than Section 228 thereof, if such
action had been voted on by stockholders at a meeting thereof, the certificate
filed under such other section shall state, in lieu of any statement required by
such section concerning any vote of stockholders, that written consent has been
given in accordance with Section 228 of the Delaware General Corporation Law,
and that written notice has been given as provided in such Section 228.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors, which may
exercise all of the powers of the Corporation except such as are by law, the
Certificate of Incorporation, or these By-Laws conferred upon or reserved to the
stockholders.

     SECTION 2. NUMBER AND ELECTION. The Board of Directors shall number no less
than one (1) nor greater than seven (7). Directors elected by a majority vote,
may nominate successor directors, unless only one director is in office. Until
the first meeting of the directors is held, the Board of Directors shall consist
of the persons named as such in the written consent of the Sole Incorporator.
Thereafter, and at such subsequent annual meeting of the stockholders, the
stockholders shall elect Directors and determine the number of members of the
Board of Directors.

     At any time during any year, except as otherwise provided by law, the
Certificate of

                                      - 4 -


Incorporation, these By-Laws, or otherwise, the number of directors may be
increased or reduced, in each case by vote of a majority of the stock issued and
outstanding and present in person or represented by proxy and entitled to vote
for the election of directors.

     SECTION 3. TERM OF OFFICE. Each director shall hold office until the next
annual meeting of stockholders, provided that if he or she is not re-elected or
if his or her successor is not elected thereat and there remains a vacancy in
the Board of Directors, he or she shall serve until his or her successor is duly
elected and qualified or until his or her earlier death or resignation, subject
to the right of the stockholders at any time to remove any director or directors
as provided in Section 4 of this Article. Directors need not be stockholders of
the Corporation.

     SECTION 4. VACANCIES. If any vacancy shall occur among the directors, or if
the number of directors shall at any time be increased, the directors then in
office, although less than a quorum, by a majority vote may fill the vacancies
or newly-created directorships, or in the absence of any such director, by the
holders of stock of each class acting at special meeting of stockholders. A
director elected to fill a vacancy shall hold office during the remainder of the
term of the director he or she replaces.

     SECTION 5. REMOVAL BY STOCKHOLDERS. Except as otherwise provided by law,
the Certificate of Incorporation or otherwise, the holders of record of the
capital stock of the Corporation entitled to vote for the election of directors
may, by a majority vote, remove any director or directors, with or without
cause, and, in their discretion, elect a new director or directors in place
thereof.

     SECTION 6. RESIGNATION OF DIRECTORS. A Director may resign at any time by
giving written notice of his or her resignation to the Chairman of the Board of
Directors or the President. His or her resignation shall take effect at the time
received unless another time is specified in the notice.

     SECTION 7. COMPENSATION. Directors shall receive compensation for their
services, as such, and for service on any Committee of the Board of Directors,
as fixed by resolution of the Board of Directors and for expenses of attendance
at each regular or special meeting of the Board or any Committee thereof.
Nothing in this Section shall be construed to preclude a director from serving
the Corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                              MEETINGS OF DIRECTORS

     SECTION 1. TIME AND PLACE OF MEETINGS OF NEW BOARD. The first meeting of
each newly elected Board of Directors shall be held at such time and place as
are fixed by the vote of the stockholders at the annual meeting, and no notice
of such meeting shall be necessary in order legally to constitute the meeting,
provided a quorum is present. If the stockholders fail to fix the time or place
of the newly elected Board of Directors, or if such meeting is not held at the
time

                                      - 5 -


and place so fixed by the stockholders, the meeting may be held at such time and
place as are specified in a notice given as hereinafter provided for special
meetings of the Board.

     SECTION 2. REGULAR MEETINGS. Meetings of the Board of Directors shall be
held at such place, within or without the State of Delaware, as may from time to
time be fixed by resolution of the Board of Directors or by the Chairman of the
Board, if there be one, or by the President, and as may be specified in the
notice or waiver of notice of any meeting. Meetings may be held at any time upon
the call of the Chairman of the Board, if there be one, or the President or any
two (2) of the directors in office by oral, telegraphic, telex, telecopy or
other form of electronic transmission, or written notice, duly served or sent or
mailed to each director not less than twenty-four (24) hours before such
meeting, except that, if mailed, not less than seventy two (72) hours before
such meeting.

     Meetings may be held at any time and place without notice if all the
directors are present and do not object to the holding of such meeting for lack
of proper notice or if those not present shall, in writing or by telegram,
telex, telecopy or other form of electronic transmission, waive notice thereof.
A regular meeting of the Board may be held without notice immediately following
the annual meeting of stockholders at the place where such meeting is held.
Regular meetings of the Board may also be held without notice at such time and
place as shall from time to time be determined by resolution of the Board.
Except as otherwise provided by law, the Certificate of Incorporation or
otherwise, neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors or any committee thereof
need be specified in any written waiver of notice.

     Members of the Board of Directors or any committee thereof may participate
in a meeting of such Board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other and participation in a meeting pursuant to the
foregoing provisions shall constitute presence in person at the meeting.

     SECTION 3. PRESIDING OFFICER. The Chairman of the Board, or if he or she
has not been elected, the President, shall preside at all meetings of the Board
of Directors. In the absence of the Chairman of the Board and the President, a
presiding officer shall be selected by a majority vote of the members of the
Board present at the meeting.

     SECTION 4. VOTES. Except as otherwise provided by law, the Certificate of
Incorporation or otherwise, the vote of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.

     SECTION 5. QUORUM AND ADJOURNMENT. Except as otherwise provided by law, the
Certificate of Incorporation or otherwise, a majority of the directors shall
constitute a quorum for the transaction of business. If at any meeting of the
Board there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time without notice other than announcement of
the adjournment at the meeting, and at such adjourned meeting at which a quorum
is present any business may be transacted which might have been transacted at
the meeting as originally noticed. The directors present at a duly called or
held meeting at which

                                      - 6 -


a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum,
unless a majority of present members object.

     SECTION 6. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee. Such consent shall be
treated as a vote adopted at a meeting for all purposes. Such consents may be
executed in one or more counterparts and not every Director or committee member
need sign the same counterpart.

     SECTION 7. LIMITATION OF LIABILITY. No director shall be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such liability;
provided, however, that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for any transaction from which the director derived an improper personal
benefit.

     SECTION 8. PARTICIPATION VIA COMMUNICATIONS EQUIPMENT. Directors may
participate in a meeting of the Board of Directors or of any Committee of the
Board of Directors by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
and speak to each other, and such participation in the meeting shall constitute
presence in person at such meeting.

     SECTION 9. MINUTES. Minutes shall be kept of all meetings of the Board of
Directors. If the Secretary of the Corporation is not present at the meeting,
the minutes shall be kept by a person designated by the Chairman of the meeting
and shall be filed with the Secretary. Minutes of meetings of a Committee shall
be distributed to the Board of Directors in accordance with resolutions
establishing such Committee.

                                    ARTICLE V

                             COMMITTEES OF DIRECTORS

     SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors may, by resolution
passed by a majority of the whole Board, appoint an Executive Committee of one
(1) or more members, to serve during the pleasure of the Board, to consist of
such directors as the Board may from time to time designate. The Board of
Directors shall designate the Chairman of the Executive Committee.

     (a)  PROCEDURE. The Executive Committee shall, by a vote of a majority of
          its members, fix its own times and places of meeting, determine the
          number of its members constituting a quorum for the transaction of
          business, and prescribe its

                                      - 7 -


          own rules of procedure, no change in which shall be made save by a
          majority vote of its members.

     (b)  RESPONSIBILITIES. During the intervals between the meetings of the
          Board of Directors, except as otherwise provided by the Board of
          Directors in establishing such Committee or otherwise, the Executive
          Committee shall possess and may exercise all the powers of the Board
          in the management and direction of the business and affairs of the
          Corporation; provided, however, that the Executive Committee shall
          not, except to the extent the Certificate of Incorporation or the
          resolution providing for the issuance of shares of stock adopted by
          the Board of Directors as provided in Section 151(a) of the Delaware
          General Business Corporation Law, have the power:

          (i)     to amend or authorize the amendment of the Certificate of
                  Incorporation or these By-Laws;

          (ii)    to authorize the issuance of stock;

          (iii)   to authorize the payment of any dividend;

          (iv)    to adopt an agreement of merger or consolidation of the
                  Corporation or to recommend to the stockholders the sale,
                  lease or exchange of all or substantially all the property and
                  business of the Corporation;

          (v)     to recommend to the stockholders a dissolution, or a
                  revocation of a dissolution, of the Corporation;

          (vi)    to adopt a certificate of ownership and merger pursuant to
                  Section 253 of the Delaware Business Corporation Law;

          (vii)   to fill a vacancy on the Board of Directors, remove a
                  director, fix the compensation of the directors for serving on
                  the Board of Directors, or amend or repeal any resolution of
                  the Board of Directors that is not by its terms so amendable
                  or repealable; or

          (viii)  to elect any of the principal officers or remove any of the
                  officers elected by the Board of Directors.

     (c)  REPORTS. The Executive Committee shall keep regular minutes of its
          proceedings, and all action by the Executive Committee shall be
          reported promptly to the Board of Directors. Such action shall be
          subject to review, amendment and repeal by the Board, provided that no
          rights of third parties shall be adversely affected by such review,
          amendment or repeal.

     (d)  APPOINTMENT OF ADDITIONAL MEMBERS. In the absence or disqualification
          of any member of the Executive Committee, the member or members
          thereof present at

                                      - 8 -


          any meeting and not disqualified from voting, whether or not
          constituting a quorum, may unanimously appoint another member of the
          Board of Directors to act at the meeting in place of any such absent
          or disqualified member.

     SECTION 2. AUDIT COMMITTEE. The Board of Directors may, by resolution
passed by a majority of the whole Board, appoint an Audit Committee of one (1)
or more members who shall not be officers or employees of the Corporation to
serve during the pleasure of the Board. The Board of Directors shall designate
the Chairman of the Audit Committee.

     (a)  PROCEDURE. The Audit Committee, by a vote of a majority of its
          members, shall fix its own times and places of meeting, shall
          determine the number of its members constituting a quorum for the
          transaction of business, and shall prescribe its own rules of
          procedure, no change in which shall be made save by a majority vote of
          its members.

     (b)  RESPONSIBILITIES. The Audit Committee shall review the annual
          financial statements of the Corporation prior to their submission to
          the Board of Directors, shall consult with the Corporation's
          independent auditors, and may examine and consider such other matters
          in relation to the internal and external audit of the Corporation's
          accounts and in relation to the financial affairs of the Corporation
          and its accounts, including the selection and retention of independent
          auditors, as the Audit Committee may, in its discretion, determine to
          be desirable.

     (c)  REPORTS. The Audit Committee shall keep regular minutes of its
          proceedings, and all action by the Audit Committee shall, from time to
          time, be reported to the Board of Directors as it shall direct. Such
          action shall be subject to review, amendment and repeal by the Board,
          provided that no rights of third parties shall be adversely affected
          by such review, amendment or repeal.

     (d)  APPOINTMENT OF ADDITIONAL MEMBERS. In the absence or disqualification
          of any member of the Audit Committee, the member or members thereof
          present at any meeting and not disqualified from voting, whether or
          not constituting a quorum, may unanimously appoint another member of
          the Board of Directors to act at the meeting in place of any such
          absent or disqualified member.

     SECTION 3. OTHER COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, at any time appoint one or more other
committees from and outside of its own number. Every such committee must include
at least one (1) member of the Board of Directors. The Board may from time to
time designate or alter, within the limits permitted by law, the Certificate of
Incorporation and this Article, if applicable, the duties, powers and number of
members of such other committees or change their membership, and may at any time
abolish such other committees or any of them.

     (a)  PROCEDURE. Each committee, appointed pursuant to this Section, shall,
          by a vote of a majority of its members, fix its own times and places
          of meeting, determine the number of its members constituting a quorum
          for the transaction of business,

                                      - 9 -


          and prescribe its own rules of procedure, no change in which shall be
          made save by a majority vote of its members.

     (b)  RESPONSIBILITIES. Each committee, appointed pursuant to this Section,
          shall exercise the powers assigned to it by the Board of Directors in
          its discretion.

     (c)  REPORTS. Each committee appointed pursuant to this Section shall keep
          regular minutes of proceedings, and all action by each such committee
          shall, from time to time, be reported to the Board of Directors as it
          shall direct. Such action shall be subject to review, amendment and
          repeal by the Board, provided that no rights of third parties shall be
          adversely affected by such review, amendment or repeal.

     (d)  APPOINTMENT OF ADDITIONAL MEMBERS. In the absence or disqualification
          of any member of each committee, appointed pursuant to this Section,
          the member or members thereof present at any meeting and not
          disqualified from voting, whether or not constituting a quorum, may
          unanimously appoint another member of the Board of Directors (or, to
          the extent permitted, another person) to act at the meeting in place
          of any such absent or disqualified member.

     SECTION 4. TERM OF OFFICE. Each member of a committee shall hold office
until the first meeting of the Board of Directors following the annual meeting
of stockholders (or until such other time as the Board of Directors may
determine, either in the vote establishing the committee or at the election of
such member or otherwise) and until his or her successor is elected and
qualified, or until he or she sooner dies, resigns, is removed, is replaced by
change of membership or becomes disqualified by ceasing to be a director (where
membership on the Board is required), or until the committee is sooner abolished
by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. HOW MADE. Any notice required by law, the Certificate of
Incorporation, or these By-Laws to be given to stockholders or directors shall
be in writing. Such notice to a stockholder or director shall be either
presented to him personally, or left at his residence or usual place of
business, or transmitted by prepaid telegram, fax, or other mode of record
communication, or mailed postage prepaid, to him at his address as it appears on
the records of the Corporation. Notice by mail shall be deemed to have been
given on the day after its deposit in the United States mail. Notice by
telegram, fax, or other mode of record communication shall be deemed to have
been given at the time of dispatch. A notice of meeting need not state the
purpose of the meeting except to the extent required by law, the Articles of
Organization, or these By-Laws.

     SECTION 2. WAIVER OF NOTICE. Whenever any notice of the time, place, or
purpose of any meeting of the stockholders, the Board of Directors, or a
Committee of the Board is required to be given by law, the Articles of
Organization or these By-Laws, a written waiver thereof, signed by a person
entitled to such notice either before, at, or after the meeting and filed with

                                     - 10 -


records of the meeting, or actual attendance in person at a meeting of the Board
or a Committee for the express purpose of objecting to the transacting of any
business because the meeting is not lawfully called or convened shall not
constitute a waiver of notice.

                                   ARTICLE VII

                                    OFFICERS

     SECTION 1. OFFICERS. The Board of Directors shall elect a President, a
Secretary and a Treasurer, and, in their discretion, may elect a Chairman of the
Board, a Vice Chairman of the Board, a Controller, and one or more Executive
Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers
and Assistant Controllers as deemed necessary or appropriate. The powers and
duties of more than one office may be exercised and performed by the same
person.

     SECTION 2. HOW ELECTED. The principal officers shall be elected by the
Board of Directors and the election shall be ratified by the shareholders. Other
officers shall be elected by the Board, or appointed, pursuant to authority
granted by the Board.

     SECTION 3. TENURE. The tenure of all officers except for the President,
Treasurer, and Secretary shall be one year unless a shorter term is specified in
the vote choosing or appointing them. Other officers shall serve until
resignation or removal or until successors are elected or appointed.

     SECTION 4. REMOVAL. Any officer may be removed by action of the Board of
Directors whenever, in the judgment of the Board, the best interests of the
Corporation shall be served thereby. Removal of an officer shall be without
prejudice to his contractual rights.

     SECTION 5. RESIGNATION. Any officer may resign his office at any time by
giving written notice of his resignation to the Chairman of the Board or to the
President. His resignation shall take effect at the time received unless another
time is specified in the notice.

     SECTION 6. COMPENSATION. The salaries or other compensation of all officers
elected by the Board of Directors shall be fixed from time to time by the Board.

     SECTION 7. VACANCIES. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors, at any regular or
special meeting.

     SECTION 8. CHAIRMAN OF THE BOARD. A Chairman of the Board may be elected
from among the directors at the first meeting of the Board of Directors
following each annual meeting of the stockholders, by a vote of the majority of
the directors in office, to serve at the pleasure of the Board of Directors or
until his or her successor is elected. The Chairman of the Board shall, if
present, preside at all meetings of the Board and at all meetings of the
stockholders. He or she shall perform such other duties as from time to time may
be assigned to him or her by the Board. The Chairman of the Board shall be
eligible to serve as the officer of the Corporation designated as Chairman, as
President, or as any other officer of the Corporation.

                                     - 11 -


     SECTION 9. PRESIDENT. The President shall be the chief executive officer of
the Corporation. Subject to the directions of the Board of Directors, the
President shall have and exercise direct charge of and general supervision over
the business and affairs of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He or she shall
perform all duties incident to the office of the chief executive officer of a
corporation and other duties as from time to time may be assigned to him or her
by the Board of Directors. The President may but need not be a member of the
Board of Directors.

     SECTION 10. EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS. Each Executive
Vice President and Vice President if appointed by the Board of Directors, shall
in the absence or disability of the President, perform the duties and exercise
the powers of the President as assigned by the Board of Directors and shall have
and exercise such powers and shall perform such duties as from time to time may
be assigned to him or to her by the Board of Directors or the President. The
Executive Vice President, if one is appointed by the Board of Directors, shall
be Senior to any Vice Presidents elected by the Board of Directors or appointed
pursuant to authority granted by the Board of Directors.

     SECTION 11. SECRETARY. The Secretary shall keep the minutes of all meetings
of the stockholders and of the Board of Directors in books provided for the
purpose; shall see that all notices are duly given in accordance with the
provisions of law and these By-Laws; the Secretary shall be custodian of the
records and of the corporate seal or seals of the Corporation; shall see that
the corporate seal is affixed to all documents the execution of which, on behalf
of the Corporation under its seal, is duly authorized, and, when the seal is so
affixed, he or she may attest the same; the Secretary may sign, with the
President, an Executive Vice President or a Vice President, certificates of
stock of the Corporation; and, in general, the Secretary shall perform all
duties incident to the office of Secretary of a corporation, and such other
duties as from time to time may be assigned to him or her by the Board of
Directors.

     SECTION 12. ASSISTANT SECRETARIES. The Assistant Secretaries in order of
their seniority shall, in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors shall prescribe or as from time to time may be
assigned by the Secretary.

     SECTION 13. TREASURER. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all monies or other valuable effects in such banks, trust companies
or other depositaries as shall, from time to time, be selected by the Board of
Directors; may endorse for collection on behalf of the Corporation checks, notes
and other obligations; may sign receipts and vouchers for payments made to the
Corporation; may sign checks of the Corporation, singly or jointly with another
person as the Board of Directors may authorize, and pay out and dispose of the
proceeds under the direction of the Board; the Treasurer shall render to the
President and to the Board of Directors, whenever requested, an account of the
financial condition of the Corporation; the Treasurer may sign, with the
President, or an Executive Vice President or a Vice President, certificates of
stock of the Corporation; and in general, shall perform all the duties incident
to the office of treasurer of a corporation, and

                                     - 12 -


such other duties as from time to time may be assigned by the Board of
Directors. Unless the Board of Directors shall otherwise determine, the
Treasurer shall be the chief financial officer of the Corporation.

     SECTION 14. ASSISTANT TREASURERS. The Assistant Treasurers in order of
their seniority shall, in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties as the Board of Directors shall prescribe or as from time to time may be
assigned by the Treasurer.

     SECTION 15. CONTROLLER. The Controller, if elected, shall be the chief
accounting officer of the Corporation and shall perform all duties incident to
the office of a controller of a corporation, and, in the absence of or
disability of the Treasurer or any Assistant Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties as the
Board of Directors shall prescribe or as from time to time may be assigned by
the President or the Treasurer.

     SECTION 16. ASSISTANT CONTROLLERS. The Assistant Controllers in order of
their seniority shall, in the absence or disability of the Controller, perform
the duties and exercise the powers of the Controller and shall perform such
other duties as the Board of Directors shall prescribe or as from time to time
may be assigned by the Controller.

     SECTION 17. SUBORDINATE OFFICERS. The Board of Directors may appoint such
subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority and perform such duties as the Board
of Directors may prescribe. The Board of Directors may, from time to time,
authorize any officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

     SECTION 1. FORM AND EXECUTION OF CERTIFICATES. The interest of each
stockholder of the Corporation shall be evidenced by a certificate or
certificates for shares of stock in such form as the Board of Directors may from
time to time prescribe. The certificates of stock of each class shall be
consecutively numbered and signed by the Chairman or Vice Chairman of the Board,
if any, the President, an Executive Vice President or a Vice President and by
the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer
of the Corporation, and may be countersigned and registered in such manner as
the Board of Directors may by resolution prescribe, and shall bear the corporate
seal or a printed or engraved facsimile thereof. Where any such certificate is
signed by a transfer agent or transfer clerk acting on behalf of the
Corporation, the signatures of any such Chairman, Vice Chairman, President,
Executive Vice President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be facsimiles, engraved or printed. In case
any officer or officers, who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates, shall
cease to be such officer or officers, whether because of death, resignation or
otherwise, before such

                                     - 13 -


certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be issued and delivered by the
Corporation as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer or officers.

     In case the corporate seal which has been affixed to, impressed on, or
reproduced in any such certificate or certificates shall cease to be the seal of
the Corporation before such certificate or certificates have been delivered by
the Corporation, such certificate or certificates may nevertheless be issued and
delivered by the Corporation as though the seal affixed thereto, impressed
thereon or reproduced therein had not ceased to be the seal of the Corporation.

     Every certificate for shares of stock which are subject to any restriction
on transfer pursuant to law, the Certificate of Incorporation, these By-Laws, or
any agreement to which the Corporation is a party, shall have the restriction
noted conspicuously on the certificate, and shall also set forth, on the face or
back, either the full text of the restriction or a statement of the existence of
such restriction and (except if such restriction is imposed by law) a statement
that the Corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.

     Every certificate issued when the Corporation is authorized to issue more
than one class or series of stock shall set forth on its face or back either the
full text of the preferences, voting powers, qualifications, and special and
relative rights of the shares of each class and series authorized to be issued,
or a statement of the existence of such preferences, powers, qualifications and
rights, and a statement that the Corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.

     SECTION 2. TRANSFER OF SHARES. The shares of the stock of the Corporation
shall be transferred on the books of the Corporation by the holder thereof in
person or by his or her attorney lawfully constituted, upon surrender for
cancellation of certificates for the same number of shares, with an assignment
and power of transfer endorsed thereon or attached thereto, duly executed, with
such proof or guaranty of the authenticity of the signature as the Corporation
or its agents may reasonably require. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person
whether or not it shall have express or other notice thereof, save as expressly
provided by law or by the Certificate of Incorporation. It shall be the duty of
each stockholder to notify the Corporation of his or her post office address.

     SECTION 3. CLOSING OF TRANSFER BOOKS. The stock transfer books of the
Corporation may, if deemed appropriate by the Board of Directors, be closed for
such length of time not exceeding fifty (50) days as the Board may determine,
preceding the date of any meeting of stockholders or the date for the payment of
any dividend or the date for the allotment of rights or the date when any
issuance, change, conversion or exchange of capital stock shall go into effect,
during which time no transfer of stock on the books of the Corporation may be
made.

                                     - 14 -


     SECTION 4. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
directors and which record date: (a) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, the Certificate of
Incorporation or otherwise, not be more than sixty (60) nor less than ten (10)
days before the date of such meeting; (b) in the case of determination of
stockholders entitled to express consent to corporate action in writing without
a meeting, shall, unless otherwise required by law, the Certificate of
Incorporation or otherwise, not be more than ten (10) days from the date upon
which the resolution fixing the record date is adopted by the Board of
Directors; and (c) in the case of any other action, shall not be more than sixty
(60) days prior to such other action. If no record date is fixed: (a) the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held; (b) the record
date for determining stockholders entitled to express consent to corporate
action in writing without a meeting when no prior action of the Board of
Directors is required by law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation in accordance with applicable law, or, if prior action by the
Board of Directors is required by law, shall be at the close of business on the
day on which the Board of Directors adopts the resolution taking such prior
action; and (c) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto provided that if the resolution
relates to the payment of a dividend or allotment of rights such payment or
allotment shall be made not more than sixty (60) days after the date of the
adoption of the resolution. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

     SECTION 5. LOST OR DESTROYED CERTIFICATES. In case of the loss or
destruction of any certificate of stock, a new certificate may be issued under
the following conditions:

     (a)  The owner of said certificate shall file with the Secretary or any
          Assistant Secretary of the Corporation an affidavit giving the facts
          in relation to the ownership, and in relation to the loss or
          destruction of said certificate, stating its number and the number of
          shares represented thereby; such affidavit shall be in such form and
          contain such statements as shall satisfy the President, any Executive
          Vice President, Vice President, the Secretary, any Assistant
          Secretary, the Treasurer or any Assistant Treasurer, that said
          certificate has been accidentally destroyed or lost, and that a new
          certificate ought to be issued in lieu thereof. Upon being so
          satisfied, any such officer may require such owner to furnish the

                                     - 15 -


          Corporation a bond in such penal sum and in such form as he or she may
          deem advisable, and with a surety or sureties approved by him or her,
          to indemnify and save harmless the Corporation from any claim, loss,
          damage or liability which may be occasioned by the issuance of a new
          certificate in lieu thereof. Upon such bond being so filed, if so
          required, a new certificate for the same number of shares shall be
          issued to the owner of the certificate so lost or destroyed; and the
          transfer agent and registrar, if any, of stock shall countersign and
          register such new certificate upon receipt of a written order signed
          by any such officer, and thereupon the Corporation will save harmless
          said transfer agent and registrar in the premises. In case of the
          surrender of the original certificate, in lieu of which a new
          certificate has been issued, or the surrender of such new certificate,
          for cancellation, the bond of indemnity given as a condition of the
          issue of such new certificate may be surrendered; or

     (b)  The Board of Directors of the Corporation may by resolution authorize
          and direct any transfer agent or registrar of stock of the Corporation
          to issue and register respectively from time to time without further
          action or approval by or on behalf of the Corporation new certificates
          of stock to replace certificates reported lost, stolen or destroyed
          upon receipt of an affidavit of loss and bond of indemnity in form and
          amount and with surety satisfactory to such transfer agent or
          registrar in each instance or upon such terms and conditions as the
          Board of Directors may determine.

     SECTION 6. UNCERTIFICATED SHARES. The Board of Directors of the Corporation
may by resolution provide that one or more of any or all classes or series of
the stock of the Corporation shall be uncertificated shares, subject to the
provisions of Section 158 of the Delaware General Corporation Law.

     SECTION 7. STOCK LEDGER. The Corporation shall maintain in its principal
office for the transaction of business an original or duplicate stock ledger
containing the names and addresses of all stockholders and the number of shares
of each class held by each stockholder. The stock ledger may be in written form
or any other form capable of being converted into written form within a
reasonable time for visual inspection.

     SECTION 8. CLOSE CORPORATION. There shall not be more than thirty
shareholders. The Corporation shall make no offering of any of its stock of any
class which would constitute a public offering within the meaning of the United
States Securities Act of 1933, as amended.

                                   ARTICLE IX

                             EXECUTION OF DOCUMENTS

     SECTION 1. EXECUTION OF CHECKS, NOTES, ETC. All checks and drafts on the
Corporation's bank accounts and all bills of exchange and promissory notes, and
all acceptances, obligations and other instruments for the payment of money,
shall be signed by such officer or

                                     - 16 -


officers, or agent or agents, as shall be thereunto authorized from time to time
by the Board of Directors, which may in its discretion authorize any such
signatures to be facsimile.

     SECTION 2. EXECUTION OF CONTRACTS, ASSIGNMENTS, ETC. Unless the Board of
Directors shall have otherwise provided generally or in a specific instance, all
contracts, agreements, endorsements, assignments, transfers, stock powers, or
other instruments shall be signed by the President, any Executive Vice
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer. The Board of Directors may, however, in
its discretion, require any or all such instruments to be signed by any two or
more of such officers, or may permit any or all of such instruments to be signed
by such other officer or officers, agent or agents, as it shall be thereunto
authorize from time to time.

     SECTION 3. EXECUTION OF PROXIES. The President, any Executive Vice
President or any Vice President, and the Secretary, the Treasurer, any Assistant
Secretary or any Assistant Treasurer, or any other officer designated by the
Board of Directors, may sign on behalf of the Corporation proxies to vote upon
shares of stock of other companies standing in the name of the Corporation.

                                    ARTICLE X

                               INSPECTION OF BOOKS

     The Board of Directors shall determine from time to time whether, and if
allowed, to what extent and at what time and places and under what conditions
and regulations, the accounts and books of the Corporation (except such as may
by law be specifically open to inspection) or any of them, shall be open to the
inspection of the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the Corporation, except as conferred
by the laws of the State of Delaware, unless and until authorized so to do by
resolution of the Board of Directors or of the stockholders of the Corporation.

                                   ARTICLE XI

                                   FISCAL YEAR

     The fiscal year of the Corporation shall end on May 31st unless otherwise
fixed by resolution of the Board of Directors, and may be changed by resolution
of the Board of Directors if they deem it desirable.

                                   ARTICLE XII

                                   AMENDMENTS

     These By-Laws may be altered, amended, changed or repealed and new By-Laws
adopted at a meeting of the stockholders called for that purpose by a vote of
not less than fifty one percent (51%) of the stockholders present or represented
and voting on such matters. The call for the meeting, or waiver thereof, shall
state the proposed alteration or amendment in

                                     - 17 -


general terms. Any by-law, whether made, altered, amended, changed or repealed
by the stockholders may be repealed, amended, changed, further amended, changed,
repealed or reinstated, as the case may be, as herein provided,

                                  ARTICLE XIII

                                 INDEMNIFICATION

     INDEMNIFICATION

     SECTION 1. Indemnification of Officers, Directors and Others.

     (a)  ACTIONS BY THIRD PARTIES. The Corporation shall indemnify and hold
          harmless, to the fullest extent permitted by applicable law as it
          presently exists or may hereafter be amended, any person who was or is
          a party or is threatened to be made a party to, or is otherwise
          involved in, any threatened, pending or completed action, suit or
          proceeding, whether civil, criminal, administrative or investigative
          (other than an action by or in the right of the Corporation) by reason
          of the fact that he or she is or was a director, officer, employee or
          agent of the Corporation, or is or was serving at the request of the
          Corporation as a director, officer, partner, member, trustee, employee
          or agent of another corporation, partnership, joint venture, limited
          liability company, trust or other enterprise or non-profit entity
          against all liability, losses, expenses (including attorneys' fees),
          judgments, fines, and amounts paid in settlement actually and
          reasonably incurred by him or her in connection with such action, suit
          or proceeding if such person acted in good faith and in a manner he or
          she reasonably believed to be in or not opposed to the best interest
          of the Corporation, and, with respect to any criminal action or
          proceeding, had no reasonable cause to believe his or her conduct was
          unlawful. The termination of any action, suit or proceeding against
          any such person by judgment, order, settlement, conviction, or upon a
          plea of NOLO CONTENDERE or its equivalent, shall not, of itself,
          create a presumption that he or she did not act in good faith and in a
          manner which he or she reasonably believed to be in or not opposed to
          the best interest of the Corporation, and, with respect to any
          criminal action or proceeding, had reasonable cause to believe that
          his or her conduct was unlawful.

     (b)  ACTIONS BY THE CORPORATION. The Corporation shall indemnify any person
          who was or is a party or is threatened to be made a party to any
          threatened, pending or completed action or suit by or in the right of
          the Corporation to procure a judgment in its favor by reason of the
          fact that he or she is or was a director, officer, employee or agent
          of the Corporation, or is or was serving at the request of the
          Corporation as a director, officer, partner, member, trustee, employee
          or agent of another corporation, partnership, joint venture, limited
          liability company, trust or other enterprise or non-profit entity
          against expenses (including attorneys' fees) actually and reasonably
          incurred by him or her in connection with the

                                     - 18 -


          defense or settlement of such action or suit if such person acted in
          good faith and in a manner he or she reasonably believed to be in or
          not opposed to the best interests of the Corporation; except that no
          indemnification shall be made in respect of any claim, issue or matter
          as to which such a person shall have been adjudged to be liable for
          negligence or misconduct in the performance of his or her duty to the
          Corporation unless and only to the extent that the Court of Chancery
          of the State of Delaware or the court in which such action or suit was
          brought shall determine upon application that despite the adjudication
          of liability but in view of all the circumstances of the case, such
          person is fairly and reasonably entitled to indemnity for such
          expenses which the Court of Chancery of the State of Delaware or such
          other court shall deem proper.

     (c)  INDEMNIFICATION FOR EXPENSES. To the extent that any present or former
          director or officer of this Corporation has been successful on the
          merits or otherwise in defense of any action, suit or proceeding
          referred to in subsections (a) or (b) of this Section 1, or in defense
          of any claim, issue or matter therein, he or she shall be indemnified
          against expenses (including attorneys' fees) actually and reasonably
          incurred by him or her in connection with such defense.

     (d)  LIMITATION ON INDEMNIFICATION. No indemnification provided hereunder
          shall cover liabilities or expenses in connection with any matter
          which shall be disposed of through a compromise payment by such
          Director, officer, employee or agent, pursuant to the consent decree
          or otherwise, unless such compromise shall first be approved as in the
          best interests of the Corporation (a) by a vote of Directors in which
          no interested Director participates, or (b) by a vote or the written
          approval of the holders of a majority of the outstanding stock at the
          time having the right to vote for Directors, not counting as
          outstanding any stock owned by any interested Director, officer,
          employee or agent of the Corporation and may include payment by the
          Corporation of expenses incurred in defending a civil or criminal
          action or proceeding in advance of the final disposition of such
          action or proceeding; upon receipt of an agreement by the person
          indemnified, to repay such payment if he shall be finally adjudicated
          to be not entitled to such indemnification.

     SECTION 2. AUTHORIZATION. Any indemnification under subsection (a) or (b)
of Section 1 of this Article XIII (unless ordered by a court) shall be made by
the Corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, partner,
member, trustee, employee or agent is proper in the circumstances because such
person has met the applicable standard of conduct set forth in subsection (a) or
(b), as the case may be. Such determination shall be made, with respect to a
person who is a director or officer of the Corporation at the time of such
determination: (i) by a majority vote of the directors who were not parties to
such action, suit or proceeding, even though less than a quorum, or (ii) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (in) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (iv)
by the stockholders.

                                     - 19 -


     SECTION 3. EXPENSE ADVANCE. Expenses (including attorneys' fees) incurred
by a present or former officer or director of the Corporation in defending any
civil, criminal, administrative or investigative action, suit or proceeding may
be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding, as authorized in one of the manners provided in Section 2 of
this Article XIII, upon receipt of an undertaking by or on behalf of such person
to repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Corporation as authorized in this Article
XIII. Such expenses (including attorneys' fees) incurred by other employees or
agents of the Corporation may be so paid upon such terms and conditions, if any,
as the Corporation deems appropriate.

     SECTION 4. NONEXCLUSIVITY. The indemnification and advancement of expenses
provided by, or granted pursuant to, the other Sections of this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any statute,
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in an official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, partner, member, trustee, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

     SECTION 5. INSURANCE. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, member, trustee, employee or agent
of another corporation, partnership, joint venture, limited liability company,
trust or other enterprise or non-profit entity against any liability asserted
against and incurred by him or her in any such capacity, or arising out of his
or her status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this
Article or Section 145 of the Delaware General Corporation Law.

     SECTION 6. "THE CORPORATION". For the purposes of this Article, references
to "the Corporation" shall include the resulting corporation and, to the extent
that the Board of Directors of the resulting corporation so decides, all
constituent corporations (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers and
employees or agents so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was serving at the
request of such constituent corporation as director, officer, partner, member,
trustee, employee or agent of another corporation, partnership, joint venture,
limited liability company, trust or other enterprise or non-profit entity shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation if its separate existence had continued.

     SECTION 7. OTHER INDEMNIFICATION. The Corporation's obligation, if any, to
indemnify any person who was or is serving at its request as a director,
trustee, partner, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or non-profit entity shall
be reduced by any amount such person may collect as indemnification from such

                                     - 20 -


other corporation, partnership, joint venture, trust or other enterprise or
non-profit entity or from insurance.

     SECTION 8. OTHER DEFINITIONS. For purposes of this Article, references to
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, trustee, officer, employee or agent of
the Corporation which imposes duties on, or involves services by, such director,
trustee, officer, employee, or agent with respect to an employee benefit plan,
its participants, or beneficiaries; and a person who acted in good faith and in
a manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Article.

     SECTION 9. CONTINUATION OF INDEMNIFICATION. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, trustee, partner, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators of
such a person.

     SECTION 10. AMENDMENT OR REPEAL Neither the amendment nor repeal of this
Article nor the adoption of any provision of these By-Laws inconsistent with
this Article shall reduce, eliminate or adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
effectiveness of such amendment, repeal or adoption,

                                   ARTICLE XIV

                                  MISCELLANEOUS

     SECTION 1. ANNUAL STATEMENTS. The Board of Directors shall prepare or cause
to be prepared full and correct statements of the affairs of the Corporation for
each fiscal year, including a balance sheet and a financial statement of
operations for that fiscal year, and shall present such statements at the next
annual meeting of the stockholders held in the next fiscal year.

     SECTION 2. CHECKS, ETC. All checks, drafts, orders for the payment of
money, notes and other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers or other employee or
employees as may from time to time be designated by the Board of Directors.

     SECTION 3. LICENSES AND PERMITS. All applications for permits, licenses,
registrations, qualifications, and other rights directed to any department of
agency of the government of the United States or of any state, district, or
municipality thereby may be signed by the President or by such other officers as
the Board of Directors may from time to time designate.

                                     - 21 -

EX-3.85

                                                                    Exhibit 3.85

[CANADA LOGO]

                                LETTRES PATENTES

                           constituant en corporation


                          CENTRE D'INFORMATION RX LTEE
                           RX INFORMATION CENTRE LTD.

                               (Compagnie Privee)


                     DATEES le .............. 11 aout 1972.


                                   ----------

                          MINISTERE DE LA CONSOMMATION
                               ET DES CORPORATIONS

                          Division de l'enregistrement
                           Ottawa, le 28 juillet 1986.

     Je certifie que la presente est une copie exacte et fidele des Lettres
Patentes originales telles qu'enregistrees au Film Film 315, Document 145.

[SEAL]

                         /s/ [ILLEGIBLE]
                       Deputy Registrar General of Canada



[CANADA LOGO]

                                LETTRES PATENTES

ATTENDU qu'une demande a ete presentee en vue de constituer en corporation une
compagnie sous le nom de

                          CENTRE D'INFORMATION RX LTEE
                           RX INFORMATION CENTRE LTD.
                               (Compagnie Privee)

PAR CONSEQUENT le Ministre de la Consommation et des corporations en vertu des
pouvoirs qui lui sont conferes par la Loi sur les corporations canadiennes
constitue les requerants et toutes autres personnes qui pourront devenir
actionnaires de la compagnie, en corporation et corps politique, conformement
aux dispositions de ladite Loi. Une copie de ladite demande est jointe aux
presentes et en fait partie.

DONNEES sous mon sceau d'office, ce onzieme jour d'aout, mil neuf cent
soixante-douze.


                                           /s/ [ILLEGIBLE]
                                       Pour le Ministre de la
                                  Consommation et des Corporations


                                  INSCRITES AU REGISTRE LE 13 septembre 1972.


                                          Film 315 Document 145

                                           /s/ [ILLEGIBLE]
                                  Sous-registraire general du Canada

[SEAL]



                    DEMANDE DE CONSTITUTION EN CORPORATION EN
                    VERTU DES DISPOSITIONS DE LA PARTIE I DE LA
                    LOI SUR LES CORPORATIONS CANADIENNES.

AU MINISTRE DE LA CONSOMMATION ET DES CORPORATIONS:

                                      - I -

La demande de :

MAURICE MARTEL, c.r.                                1301 ouest St-Viateur,
avocat,                                             Outremont, P.Q.

PAUL MARTEL,                                        2760 VanHorne,
avocat,                                             app.8, Montreal, P.Q.

LUCILLE ROY,                                        34 rue Gilles,
epouse de Jean-Claude                               Ste-Therese-Ouest, P.Q.
Blais, secretaire,

expose respectueusement ce qui suit:

                                     - II -

          Les requerants soussignes, qui ont chacun vingt-et-un ans revolus,
desirent obtenir des lettres patentes en vertu des dispositions de la partie 1
de la LOI SUR LES CORPORATIONS CANADIENNES, constituant vos requerants et les
autres personnes qui pourront devenir actionnaires de la compagnie ainsi creee,
en corporation et corps politique sous le nom de

                          CENTRE D'INFORMATION RX LTEE
                            RX INFORMATION CENTRE LTD

          Les soussignes ont constate et se sont assures que le nom corporatif
propose sous lequel la constitution en corporation est demandee ne s'identifie
pas ou n'est pas semblable a celui sous lequel une autre compagnie, societe,
association ou firme existante connue exerce des operations au Canada, ou est
constituee en corporation sous le regime des lois du Canada ou de l'une de ses
provinces, ou ne ressemble pas a ce nom au point d'induire en erreur, et qu'il
n'est pas un nom par ailleurs susceptible d'objections pour des motifs d'ordre
public.



                                     - III -

          Les fins pour lesquelles est demandee la constitution en corporation
de la compagnie projetee sont les suivantes:

          Exercer les operations de planification en ressources humaines, de
          conseillers en informatique, cybernetique, organisation et methode,
          gestion financiere et administration, et en normalisation, adequation
          et coordination des techniques de construction et d'equipement pour
          des fins d'investissement social, et plus particulierement pour ce qui
          concerne les pharmaciens.

          Le SIEGE SOCIAL de la compagnie projetee sera etabli a Montreal, 445
boulevard St-Laurent, dans le district judiciaire de Montreal, province de
Quebec.

                                     - IV -

          Le CAPITAL-ACTIONS autorise de la compagnie sera de 200,000 actions
ordinaires sans valeur nominale et 300,000 actions privilegiees d'une valeur
nominale de $1. La consideration totale pour laquelle les actions ordinaires
sans valeur nominale seront emises n'excedera pas la somme de $200,000, ou tout
autre montant plus considerable que le conseil d'administration de la compagnie
pourra determiner et qui aura ete autorise par le Ministre de la Consommation et
des Corporations sur paiement des honoraires requis.

          Les privileges et restrictions attaches aux actions privilegiees
seront les suivants:

          A.-  Les detenteurs d'actions privilegiees auront droit de recevoir,
          par priorite sur les actions ordinaires de la compagnie, un dividende
          fixe, preferentiel, non-cumulatif de six pour cent (6%) par annee sur
          le montant verse; ce dividende sera payable a l'epoque et de la facon
          qui pourront etre determinees par les administrateurs;

          B.-  Dans le cas de dissolution ou liquidation ou autre distribution
          de biens, les actions privilegiees auront priorite sur les actions
          ordinaires de la compagnie quant au paiement du capital verse et aux
          dividendes declares et non payes;



          C.-  Les detenteurs des actions privilegiees ne participeront pas
          autrement aux profits ou aux surplus d'actif de la compagnie;

          D.-  Les detenteurs desdites actions privilegiees n'auront pas, comme
          tels, le droit a l'avis des assemblees des actionnaires, ni le droit
          d'y assister, ni le droit de vote, sauf sur les questions susceptibles
          d'affecter les privileges, priorites et droits attaches auxdites
          actions privilegiees et sur les resolutions relatives a la liquidation
          de la compagnie;

               Le droit a l'avis des assemblees des actionnaires et les droits
          d'assistance et de vote seront cependant accordes aux detenteurs
          d'actions privilegiees, a raison d'un (1) vote par action privilegiee
          detenue, chaque fois que la compagnie fait defaut de payer le
          dividende au taux prescrit au cours de deux (2) annees consecutives.
          Sur paiement d'un dividende annuel complet, le droit de vote ainsi
          acquis cessera jusqu'a ce qu'un defaut similaire se reproduise;

          E.-  Sujet aux dispositions du paragraphe (3) de l'article 52 de la
          LOI SUR LES CORPORATIONS CANADIENNES, les actions privilegiees seront
          rachetables pour annulation, par prelevement sur le capital, sur avis
          ecrit de trente (30) jours, a un prix qui devra comprendre le montant
          verse ainsi que les dividendes declares et non payes. Si le rachat est
          partiel, il sera fait proportionnellement au nombre des actions
          privilegiees se trouvant entre les mains de tous les actionnaires,
          sans tenir compte des fractions d'actions. Les actions privilegiees
          ainsi rachetees ne seront pas reemises et seront annulees et le
          capital-actions de la compagnie sera diminue en consequence des le
          depot de l'avis prevu a l'article 63 de ladite loi;



          F.-  Sujet aux dispositions de l'article 62 de la LOI SUR LES
          CORPORATIONS CANADIENNES, la compagnie aura le droit, a la discretion
          du conseil d'administration, d'acheter pour annulation, en tout temps,
          la totalite ou une partie des actions privilegiees emises, suivant des
          soumissions recues par la compagnie, sur requete pour telles
          soumissions adressee a tous les detenteurs d'actions privilegiees, au
          plus bas prix auquel, de l'opinion des administrateurs, telles actions
          pourront etre obtenues, mais n'excedant pas le montant paye sur ces
          actions avec en plus tous les dividendes declares et non payes. Si, en
          reponse a une demande de soumission, deux (2) detenteurs ou plus
          presentent des soumissions au meme prix et si ces soumissions sont
          acceptees par la compagnie, en tout ou en partie, alors a moins que la
          compagnie n'accepte toutes ces soumissions en entier, la compagnie
          devra les accepter en parties aussi proportionnelles que possible
          suivant le nombre d'actions offertes dans chaque soumission. A compter
          de la date de l'achat d'actions privilegiees, celles-ci seront
          retirees de la circulation et ne pourront pas etre reemises.

          G.-  Aucune creation d'actions privilegiees sur le meme rang ou
          prenant rang anterieurement aux presentes actions privilegiees ne
          pourra etre autorisee et les dispositions ci-dessus se rapportant aux
          actions privilegiees ne pourront etre modifiees, a moins que cette
          creation ou cette modification n'ait ete approuvee par le vote d'au
          moins les trois quarts (3/4) en valeur des actions privilegiees
          representees par leurs detenteurs presents a une assemblee generale
          speciale convoquee a cette fin, en plus des autres formalites prevues
          par la LOI SUR LES CORPORATIONS CANADIENNES.



                                      - V -

          La compagnie sera constituee en corporation a titre de "compagnie
privee" avec les restrictions suivantes:

          1.-  Aucun transfert d'actions du capital-actions de la compagnie ne
          pourra etre effectue sans le consentement du conseil d'administration
          exprime par resolution.

          2.-  Le nombre des actionnaires de la compagnie sera limite a
          cinquante (50), non compris les personnes qui sont employees par la
          compagnie et les personnes qui, ayant ete precedemment employees par
          la compagnie, etaient actionnaires de la compagnie pendant qu'elles
          etaient a son service et ont continue de l'etre apres avoir quitte son
          service, deux (2) personnes ou plus qui detiennent en commun une (1)
          ou plusieurs actions etant comptees comme un seul actionnaire.

          3.-  Toute invitation au public pour la souscription des actions ou
          debentu-res de la compagnie sera interdite.

                                     - VI -

          En plus des pouvoirs conferes a la compagnie en vertu de l'article 16
de la LOI SUR LES CORPORATIONS CANADIENNES, la compagnie jouira des pouvoirs
suivants:

          a)   La compagnie pourra verser une commission a toute personne en
          consideration du fait qu'elle souscrit'ou consent a souscrire, soit
          absolument, soit conditionnellement a des actions du capital-actions
          de la compagnie, ou qu'elle procure ou consent a procurer des
          souscriptions, soit absolument, soit conditionnellement, a ces actions
          de la compagnie, pourvu toutefois que, si ces actions ont valeur au
          pair, telle commission, qu'elle soit sous forme d'argent ou d'actions,
          n'excede pas quinze pour cent (15%) de la valeur au pair desdites
          actions et si ces actions sont sans valeur nominale ou au pair, telle
          commission n'excede pas, lorsque sous forme d'argent, quinze pour cent
          (15%) de la consideration pour laquelle lesdites actions sont emises,
          et lorsque sous forme d'actions, quinze pour cent (15%) du nombre
          d'actions ainsi souscrites.



          b)   Les administrateurs de la compagnie pourront etre demis de leurs
          fonctions par resolution adoptee par une simple majorite a une
          assemblee generale speciale des actionnaires dument convoquee a cette
          fin.

          c)   Conformement aux dispositions de l'article 65 de ladite loi,
          s'ils y sont autorises par reglement dument adopte par les
          administrateurs et sanctionne par au moins les deux tiers (2/3) des
          voix emises a une assemblee generale extraordinaire des actionnaires
          regulierement convoquee pour etudier le reglement, les administrateurs
          de la compagnie pourront, a l'occasion:

               1.-  emprunter de l'argent sur le credit de la compagnie;

               2.-  restreindre ou augmenter la somme a emprunter;

               3.-  emettre des debentures ou autres valeurs de la compagnie;

               4.-  engager ou vendre les debentures ou autres valeurs qui
               semblent appropriees pour les sommes et aux prix juges opportuns;
               et

               5.-  garantir ces debentures, ou autres valeurs, ou tout autre
               emprunt ou engagement present ou futur de la compagnie, au moyen
               d'un "mortgage", d'une hypotheque, d'une charge ou d'un
               nantissement visant tout ou partie des biens meubles et immeubles
               que la compagnie possede couramment a titre de proprietaire ou
               qu'elle a subsequemment acquis, ainsi que tout ou partie de
               l'entreprise et des droits de la compagnie.

               Ce reglement peut prescrire la delegation de tels pouvoirs, par
          les administrateurs a tels fonctionnaires ou administrateurs de la
          compagnie, de telle mesure et de telle maniere que peut enoncer ce
          reglement.



                                     - VII -

          Ci-suivent les noms, adresse et profession de chacun des requerants:

MAURICE MARTEL, c.r.                       1301 ouest St-Viateur,
avocat,                                    Outremont, P.Q.

PAUL MARTEL,                               2760 VnaHorne,
avocat,                                    app. 8, Montreal, P.Q.

LUCILLE ROY,                               34 rue Gilles,
epouse de Jean-Claude                      Ste-Therese-Ouest, P.Q.
Blais, secretaire,

Les requerants ci-dessus seront les premiers administrateurs de la compagnie.

                                    - VIII -

          Les requerants, individuellement et non l'un pour l'autre ou pour les
autres, souscrivent et conviennent de prendre les actions du capital-actions de
la compagnie souscrites en regard de chacun de leur nom, comme ci-apres consigne
et conviennent de devenir actionnaires de la compagnie jusqu'a concurrence
desdits montants:

          MAURICE MARTEL            1 act. ord.  S.V.N.
                                    emise pour $1.00

          PAUL MARTEL               1 act. ord.  S.V.N.
                                    emise pour $1.00

          LUCILLE BLAIS             1 act. ord.  S.V.N.
                                    emise pour $1.00



                                     - IX -

          Les soussignes demandent en consequence que puisse etre accordee une
charte les constituant, ainsi que les autres personnes qui pourront devenir
actionnaires de la compagnie, en corporation et corps politique pour les objets
ci-dessus mentionnes.

          Signe a Montreal, ce 7ieme jour d'aout 1972.

                                                    /s/ [ILLEGIBLE]
                                                  -------------------
                                                    /s/ [ILLEGIBLE]
                                                  -------------------
                                                    /s/ [ILLEGIBLE]
                                                  -------------------

/s/ [ILLEGIBLE]
- ---------------
     temoin



[CANADA LOGO]

CERTIFICATE OF CONTINUANCE                            CERTIFICAT DE CONTINUATION

CANADA BUSINESS                                         LOI SUR LES CORPORATIONS
CORPORATIONS ACT                                        COMMERCIALES CANADIENNES

  CENTRE D'INFORMATION RX LTEE
  RX INFORMATION CENTRE LTD                                       38128
  --------------------------------------------------    ------------------------
     Name of Corporation - Nom de la corporation              Number - Numero

  I hereby certify that the               Je certifie par les presentes que la
  above-mentioned Corporation was         corporation mentionnee ci-haut a ete
  continued under Section 181 of the      continuee en vertu de l'article 181 de
  Canada Business Corporations Act as     la Loi sur les corporations
  set out in the attached articles of     commerciales canadiennes, tel
  Continuance.                            qu'indique dans les statuts de
                                          continuation ci-joints.


  /s/ [ILLEGIBLE]                         Le 4 mai 1979
  Director - Directeur Adjoint            Date of Continuance - Date de la
                                          continuation



                                                  
                                   [ILLEGIBLE]

        FORM 11                                                             FORMULE 11
ARTICLES OF CONTINUANCE                                              STATUTS DE CONTINUATION
     (SECTION 181)                                                        (ARTICLE 181)
- -------------------------------------------------------------------------------------------------------------
Name of Corporation                                           Nom de la corporation

[ILLEGIBLE] CENTRE D' INFORMATION RX LTEE
[ILLEGIBLE] X INFORMATION CENTRE LTD
- -------------------------------------------------------------------------------------------------------------
   The place in Canada where the registered           Lieu au Canada ou doit etre situe le siege social
   office is to be situated

     Ville de Longueuil, province de Quebec
- -------------------------------------------------------------------------------------------------------------
3 - The classes and any maximum number of shares      Categories el tout nombre maximal d'actions que la
    that the corporation is authorized to issue       corporation est autorisee a emettre

     La societe est autorisee a emettre des actions privilegiees et des actions
     ordinaires, toutes sans valeur nominale, comportant respectivement les
     droits, privileges, restrictions et conditions prevus a l'annexe 1 jointe a
     la presente formule pour en faire partie.
- --------------------------------------------------------------------------------------------------------------
  - Restrictions if any on share transfers            Restrictions sur le transfert des actions s'il y a lieu.

     Les actions de la societe ne sont pas transferees sans le consentement des
     detenteurs d'une majorite des actions votantes en cours de la societe.
- ------------------------------------------------------------------------------------------------------------
  - Number (or minimum and maximum number) of         Nombre (ou nombre minimum et maximum) d'administrateurs
    directors

     Minimum 1 et maximum 7
- ------------------------------------------------------------------------------------------------------------
  - Restrictions if any on businesses the             Restrictions imposees quant aux entreprises que la
    corporation may carry on                          corporation peut exploiter, s'il y a lieu

     Non applicable
- ------------------------------------------------------------------------------------------------------------
  - If change of name effected, previous name         Si changement de nom a ete opere, nom anterieur

     Non applicable
- ------------------------------------------------------------------------------------------------------------
  - Other provisions if any                           Autres dispositions s'il y lieu

     Les annexes 2 et 3 jointes a la presente
     formule en font partie integrante.


                                  Signature          Description of Office - Description du poste
[ILLEGIBLE]  avril 1979           /s/ [ILLEGIBLE]                   Administrateur
- -------------------------------------------------------------------------------------------------------------
FOR DEPARTMENTAL USE ONLY                                   A L'USAGE DU MINISTERE SEULEMENT
Corporation N de la corporation                         Filed - Deposee





                                    ANNEXE 1

ACTIONS PRIVILEGIEES

          1.   Les detenteurs des actions privilegiees ont droit de recevoir, au
cours de tout exercice financier de la societe, des dividendes fixes, non
cumulatifs et preferentiels au taux de 8% l'an, calcule sur le montant verse sur
ces actions privilegiees, mais lesdites actions ne participent pas autrement
aux profits ou aux surplus de la societe.

          2.   Les actions privilegiees sont rachetables par la societe, en
totalite ou en partie, a un prix egal au montant verse sur les actions qui
doivent etre rachetees, plus un montar egal a tous les dividendes alors declares
sur celles-ci et impayes, sous reserve des dispositions de la Loi sur les
societe commerciales canadiennes. La societe a aussi le droit, a son gre,
d'acheter pour annulation, en totalite ou en partie, les actions privilegiees,
au prix determine par le conseil d'administration de la societe, mais n'excedant
pas le prix de rachat ci-haut prevu, sous reserve egalement des dispositions de
la Loi sur les societes commerciales canadiennes.

          3.   Les detenteurs des actions privilegiees n'ont aucun droit de
vote, sauf tel que ci-apres prevu, sous reserve des dispositions de la Loi sur
les societes commerciales canadiennes.

          4.   Lors de la dissolution ou liquidation de la societe, les
detenteurs des actions privilegiees ont le droit de recevoir, avant toute
distribution aux detenteurs de toutes autres categories d'actions de la societe,
le montant verse sur les actions privilegiees, plus un montant egal a tous les
dividendes alors declares sur celles-ci et impayes.

          5.   Tant qu'il y a des actions privilegiees en circulation, la
societe ne peut, sauf avec l'approbation exprimee dans une resolution adoptee
par au moins les 2/3 des votes donnes a une assemblee des detenteurs desdites
actions ou dans un document signe par tous les detenteurs desdites actions,
creer toutes autres actions ayant priorite ou le meme rang, liquider
volontairement ou dissoudre la societe ou effectuer toute reduction de capital
en faveur d'autres actions, ou revoquer, modifier ou autrement changer les
prerogatives des actions privilegiees.

ACTIONS ORDINAIRES

          1.   Les detenteurs des actions ordinaires ont le droit de voter a
toutes les assemblees des actionnaires de la societe



                                      - 2 -

sauf celles auxquelles seuls les detenteurs des actions privilegiees ont le
droit de vote.

          2.   Sous reserve des droits prioritaires des detenteurs des actions
privilegiees, les detenteurs des actions ordinaires participent seuls aux
profits de la societe et ont le droit de recevoir les dividendes determines et
declares de temps a autre par le conseil d'administration de la societe.

          3.   Sous reserve des droits prioritaires des detenteurs des actions
privilegiees, les detenteurs des actions ordinaires se partagent seuls le
reliquat des biens de la societe lors de sa dissolution ou liquidation.



                                    ANNEXE 2

Les administrateurs de la Societe peuvent, lorsqu'ils le jugent opportun et
s'ils y sont autorises par un reglement approuve par le vote d'au moins les deux
tiers des actions representees par les actionnaires presents a une assemblee
generale dument convoquee a cette fin:

               a)   faire des emprunts de deniers sur le credit de la Societe;

               b)   emettre des obligations, debentures ou autres valeurs de la
          Societe et les donner en garantie ou les vendre pour les prix et
          sommes juges convenables;

               c)   nonobstant les dispositions du Code civil de la province de
          Quebec, hypothequer, nantir, mettre en gage, grever, ceder et
          transporter tous biens, meubles ou immeubles, presents ou futurs, de
          la Societe, en garantie de ces obligations, debentures ou autres
          valeurs, ou donner une partie seulement de ces garanties pour les
          memes fins; et constituer l'hypotheque, le nantissement, le gage, la
          charge, la cession et le transport ci-dessus mentionnes par acte de
          fideicommis, confomement aux articles 23, 24 et 25 de la Loi des
          pouvoirs speciaux des corporations (Quebec) (S.R.Q. 1964, chap. 2 ou
          de toute autre maniere;

               d)   hypothequer les immeubles ou nantir ou autrement grever, de
          quelque facon que ce soit, les biens meubles de la Societe, ou donner
          ces diverses especes de garanties, pour assurer le paiement des
          emprunts faits autrement que par emission d'obligations, debentures ou
          autres valeurs, ainsi que le paiement ou l'execution des autres
          dettes, contrats et engagements de la Societe.

Les limitations et restrictions qui precedent ne s'appliquent pas aux emprunts
faits par la Societe au moyen de lettres de change ou billets faits, tires,
acceptes ou endosses par la Societe ou en son nom.



                                    ANNEXE 3

          1.   Le nombre des actionnaires de la Societe est limite a cinquante
(50), non comprises les personnes qui sont employees par la Societe et les
personnes qui, ayant ete precedemment employees par la Societe, etaient
actionnaires de la Societe pendant qu'elles etaient a son service et ont
continue de l'etre apres avoir quitte son service, deux (2) personnes ou plus
detenant en commun une (1) action ou plusieurs actions etant comptees comme un
seul actionnaire.

          2.   Toute invitation au public pour la souscription des valeurs
mobilieres emises par la Societe est interdite.

EX-3.86

                                                                    Exhibit 3.86

                                     [logo]
                                     CANADA


CERTIFICATE OF CONTINUANCE                            CERTIFICAT DE CONTINUATION

CANADA BUSINESS                                         LOI SUR LES CORPORATIONS
CORPORATIONS ACT                                        COMMERCIALES CANADLENNES


                                                  

     CENTRE D'INFORMATION RX LTEE
     RX INFORMATION CENTRE LTD.                                      38128
    --------------------------------------------------------   -----------------------------------------
          Name of Corporation - Nom de la corporation                   Number - Numero

     I hereby certify that the above-mentioned           Je certifie par les presentes que la
     Corporation was continued under Section 181 of      corporation mentionnee ci-haut a ete continuee
     the Canada Business Corporations Act as set out     en vertu de l'article 181 de la Loi sur les
     in the attached articles of Continuance             corporations commerciales canadiennes, tel
                                                         qu'indique dans les statuts de continuation
                                                         ci-joints.


                     [signed]                               May 4, 1979
      Assistant Director - Directeur Adjoint               Date of Continuance - Date de la continuation

    




              CANADA BUSINESS                           [logo]                 LOI SUR LES SOCIETES
              CORPORATIONS ACT                                               COMMERCIALES CANADIENNES
                  FORM 11                                                           FORMULE 11
          ARTICLES OF CONTINUANCE                                             STATUTS DE CONTINUATION
               (SECTION 181)                                                      (ARTICLE 181)
- ----------------------------------------------------------------------------------------------------------------------
 1 - Name of Corporation                                     Denomination de la societe

 CENTRE D'INFORMATION RX LTEE
 RX INFORMATION CENTRE LTD.

- ----------------------------------------------------------------------------------------------------------------------
 2 - The place in Canada where the registered office         Lieu au Canada ou doit etre situe le siege social
 is to be situated

 City of Longueuil, province of Quebec

- ----------------------------------------------------------------------------------------------------------------------
 3 - The classes and any maximum number of shares that       Categories et tout nombre maximal d'actions que la
 the corporation is authorized to issue                      corporation est autorisee a emettre

 The Corporation is authorized to issue preferred and common shares, all without par value, which shall respectively
 carry and be subject to the rights, privileges, restrictions and conditions stated in Schedule 1 attached herewith
 and forming an integral part of this Form.

- ----------------------------------------------------------------------------------------------------------------------
 4 - Restrictions if any on share transfers                  Restrictions sur le transfert des actions s'il y a lieu

 No shares in the capital of the corporation shall be transferred without the consent of the majority of the holders
 of voting shares issued and outstanding of the Corporation.

- ----------------------------------------------------------------------------------------------------------------------
 5 - Number (or minimum and maximum number) of directors     Nombre (ou nombre minimum et maximum) d'administrateurs
Minimum 1 and maximum 7

- ----------------------------------------------------------------------------------------------------------------------
 6 - Restrictions if any on businesses the corporation       Restrictions imposees quant aux entreprises que la
 may carry on                                                corporation peut exploiter, s'il y a lieu

 Not applicable

- ----------------------------------------------------------------------------------------------------------------------
 7 - If change of name effected previous name                Si changement de nom a ete opere nom anterieur

 Not applicable
- ----------------------------------------------------------------------------------------------------------------------
 8 - Other provisions if any                                 Autres dispositions s'il y a lieu


 Schedules 2 and 3 attached herewith are an integral part of this Form.


- ----------------------------------------------------------------------------------------------------------------------
 Date                             Signature                   Description of Office - Description du poste
 April *5, 1979                   [signed]                                    Director
- ----------------------------------------------------------------------------------------------------------------------
 FOR DEPARTMENT USE ONLY                                  A L'USAGE DU MINISTERE SEULEMENT
- ----------------------------------------------------------------------------------------------------------------------
 Corporation No - N DEG. de la corporation                Filed - Deposee
                                           38128            May *, 1979





                                   SCHEDULE 1


PREFERRED SHARES

   1.   The holders of preferred shares shall be entitled to receive for each
        fiscal year of the Corporation fixed non-cumulative preferential
        dividends at the rate of 8 % per year on the amount paid up on said
        preferred shares, but the said holders of preferred shares shall not be
        entitled to otherwise participate in the profits or excess assets of the
        Corporation.

   2.   Subject to the provisions of the Canada Business Corporations Act, the
        Corporation shall have the right to redeem all or any of the preferred
        shares at a price equal to the amount paid up on such shares, plus an
        amount equal to any dividends then declared thereon and remaining
        unpaid. Subject to the provisions of the Canada Business Corporations
        Act, the Corporation shall also have the right, at its discretion, to
        purchase for cancellation all or any of the preferred shares at a price
        to be determined by the Board of directors of the Corporation, but not
        exceeding the redemption price as stated above.

   3.   Subject to the provisions of the Canada Business Corporations Act, the
        holders of preferred shares shall not be entitled to vote, except as
        stated hereafter.

   4.   In the event of the dissolution or liquidation of the Corporation, the
        holders of preferred shares shall be entitled to receive, in priority to
        the holders of any other class of shares of the Corporation, the amount
        paid up on such shares, plus an amount equal to all dividends declared
        thereon and remaining unpaid.

   5.   As long as there are outstanding preferred shares, the Corporation shall
        not, except with the approval expressed by resolution passed by at least
        2/3 of the votes cast by the holders of the said preferred shares at a
        meeting or in a document signed by all of the said holders, create any
        other shares ranking pari passu or prior to the preferred shares,
        voluntarily liquidate or dissolve the Corporation or reduce the capital
        of the Corporation in favor of other shares, or repeal, amend or
        otherwise alter the privileges and rights of the preferred shares.

COMMON SHARES

   1.   The holders of common shares shall be entitled to vote at all meetings
        of the shareholders of the Corporation, except those where only the
        holders of preferred shares are entitled to vote.



   2.   Subject to the prior rights of the holders of preferred shares, the
        holders of common shares shall be entitled to participate in the profits
        of the Corporation and to receive dividends as determined and declared
        from time to time by the Board of directors of the Corporation.

   3.   In the event of the liquidation or dissolution of the Corporation,
        subject to the prior rights of the holders of preferred shares, the
        holders of common shares shall be entitled to receive the balance of the
        assets of the Corporation.



                                   SCHEDULE 2

The directors of the Corporation may, when considered necessary by them and when
authorized by way of a by-law approved by at least two thirds of the votes cast
by the holders of preferred shares present or represented at a general meeting
duly called for this purpose:

          a)   borrow money upon the credit of the Corporation;

          b)   issue bonds, debentures or any other securities of the
               Corporation and pledge or sell them at prices and for amounts
               deemed reasonable;

          c)   notwithstanding the provisions of the Civil Code of the province
               of Quebec, mortgage, hypothecate, pledge, charge, transfer or
               assign any property, movable or immovable, present or future, of
               the Corporation, to secure the said obligations, debentures or
               other securities, or provide a part only of the guarantees for
               the same purposes; and establish the mortgage, hypothec, pledge,
               charge, transfer or assignment mentioned above by way of a trust
               deed, in accordance with Sections 23, 24 and 25 of the Special
               Corporate Powers Act (Quebec) (R.S.Q. 1964, c. 2), or in any
               other way;

          d)   mortgage the immovables or hypothecate or otherwise pledge, in
               any way whatsoever, the movable property of the Corporation, or
               give various guarantees to secure the payment of the loans made
               in a manner other than by the issue of bonds, debentures or other
               securities, as well as the payment or performance of any other
               debt, contract or undertaking of the Corporation.

The foregoing limitations and restrictions do not apply to the borrowing of
money by the Corporation on bills of exchange or promissory notes made, drawn,
accepted or endorsed by or on behalf of the Corporation.



                                   SCHEDULE 3

   1.   The number of shareholders of the Corporation is limited to fifty (50),
        not including persons who are in the employment of the Corporation and
        persons who, having been formerly in the employment of the Corporation,
        were, while in that employment, and have continued after the termination
        of that employment, to be shareholders of the Corporation, two (2) or
        more persons holding one (1) or more shares jointly being counted as a
        single shareholder.

   2.   Any invitation to the public to subscribe for any securities issued by
        the Corporation is prohibited.


                                     [logo]

                                     Canada


                                 LETTERS PATENT


                                  incorporating


                          CENTRE D'INFORMATION RX LTEE
                           RX INFORMATION CENTRE LTD.

                             (as a Private Company)


                              DATED August 11, 1972


                      -------------------------------------

                             DEPARTMENT OF CONSUMER
                              AND CORPORATE AFFAIRS


                              Registration division
                              Ottawa, July 28, 1986


               I hereby certify that the enclosed is a true copy
          of the original Letters Patent as registered in Film 315,
          Document 145.


                                    [signed]
                       Deputy Registrar General of Canada
[seal]


                                     [logo]

                                     CANADA


                                 LETTERS PATENT


WHEREAS an application has been made to incorporate a company under the name of

                          CENTRE D'INFORMATION RX LTEE
                           RX INFORMATION CENTRE LTD.
                                (Private Company)

CONSEQUENTLY the Minister of Consumer and Corporate Affairs, by the power vested
in him by the Canada Corporations Act, constitutes the applicants and all others
who may become shareholders in the Company a body corporate and politic in
accordance with the provisions of the said Act. A copy of the said application
is attached herewith and is an integral part thereof.

GIVEN under the seal of office this eleventh day of August, one thousand nine
hundred and seventy-two.


                                         [signed]
                                    For the Minister of
                              Consumer and Corporate Affairs


                              RECORDED September 13, 1972


                              Film 315      Document 145


                                         [signed]
                              Deputy Registrar General of Canada



               APPLICATION FOR INCORPORATION UNDER THE PROVISIONS
                    OF PART I OF THE CANADA CORPORATIONS ACT


TO THE MINISTER OF CONSUMER AND CORPORATE AFFAIRS:


                                      - I -


This application submitted by:

MAURICE MARTEL, Q.C.                1301 St-Viateur West
Lawyer,                             Outremont, P.Q.

PAUL MARTEL,                        2760 Van Horne
Lawyer,                             Apt. 8, Montreal, P.Q.

LUCILLE ROY,                        34 Gilles St.
wife of Jean-Claude Blais,          Ste-Therese-Ouest, P.Q.
Secretary,


respectfully states the following:


                                     - II -


     The undersigned applicants, each of whom has reached the age of twenty-one
years, wish to obtain letters patent under the provisions of Part I of the
CANADA CORPORATIONS ACT, constituting the applicants and other persons who may
become shareholders of the Company so created as a body corporate and politic
under the name of

                          CENTRE D'INFORMATION RX LTEE
                           RX INFORMATION CENTRE LTD.

     The undersigned have ascertained and ensured that the proposed corporate
name under which the application for incorporation is submitted is not
identified with nor similar to the name under which any other existent company,
corporation, association or firm does business in Canada or is incorporated
pursuant to the laws of Canada or of one of its provinces, or does not resemble
such a name to the point where it could be misleading, and is not a name
otherwise likely to raise objections for reasons of public order.


                                     - III -


     The incorporation of the proposed Company is requested for the following
purposes:



       To engage in human resource planning and consulting in the fields of
       information technology, cybernetics, organization and procedures,
       administration and financial management, and standardization, adequacy
       and coordination of construction and equipment supply techniques for
       purposes of social investments and more particularly regarding
       pharmacists.

     The HEAD OFFICE of the proposed Company will be in Montreal, at 445
St-Laurent Boulevard, in the judicial district of Montreal, Province of Quebec.


                                     - IV -


     The authorized SHARE CAPITAL of the Company will consist of 200,000 common
shares with no par value and 300,000 preferred shares with a par value of $1.
The total consideration for which the common shares with no par value will be
issued shall not exceed the amount of $200,000 or any greater amount that the
Board of directors of the Company may determine and that has received the
approval of the Minister of Consumer and Corporate Affairs upon payment of the
required fees.

     The following privileges and restrictions are attached to the preferred
shares:


       A. - The holders of preferred shares shall be entitled to receive, on a
       priority basis over the holders of the Company's common shares, a fixed,
       preferred, non-cumulative dividend of six percent (6%) per year on the
       amount paid; such dividend shall be payable at the time and in the manner
       determined by the directors;

       B. - Upon dissolution or liquidation or any another distribution of
       property, the preferred shares shall have priority over the Company's
       common shares as to payment of capital and to dividends declared but
       remaining unpaid;

       C. - Holders of preferred shares shall not otherwise participate in the
       profits or excess assets of the Company;

       D. - The holders of preferred shares shall not as such be entitled to
       receive notice of meetings of shareholders or to attend or vote at such
       meetings, except regarding matters likely to affect the privileges,
       priorities and rights attached to said preferred shares and resolutions
       in connection with the liquidation of the Company;

            The right to receive notice of meetings of shareholders and to
       attend and vote at such meetings shall however be granted to holders of
       preferred shares, at a rate of one (1) vote per preferred share held,
       every time the Company fails to pay a dividend at the prescribed rate for
       two (2) consecutive years. Upon payment of a complete annual dividend,
       such voting right shall cease until a similar default occurs again;



       E. - Subject to the provisions of Subsection (3) of Section 52 of the
       CANADA CORPORATIONS ACT, the preferred shares may be redeemed for
       cancellation out of capital upon a thirty-day written notice, at a price
       which shall include the amount paid as well as any declared dividends
       remaining unpaid. Any partial redemption shall be made pro rata to the
       number of preferred shares held by all the shareholders, excluding any
       fractions of shares. Redeemed preferred shares shall be cancelled and not
       reissued, and the share capital of the Company shall be reduced
       accordingly upon filing of the notice mentioned in Section 63 of the said
       Act;

       F. - Subject to the provisions of Section 62 of the CANADA CORPORATIONS
       ACT, the Company shall be entitled, at the discretion of its Board of
       directors, at any time, to purchase for cancellation all or part of the
       issued preferred shares, upon such shares being surrendered to the
       Company following a call for purchase addressed to all of the holders of
       preferred shares, at the lowest price at which, in the opinion of the
       directors, such shares can be obtained, but not exceeding the amount paid
       for such shares including all dividends declared and remaining unpaid.
       If, in response to a call for purchase, two (2) or more holders offer to
       render their shares at the same price and such offers are accepted by the
       Company, in whole or in part, then, unless the Company accepts all of
       such offers entirely, it shall accept the offers in parts as
       proportionate as possible to the number of shares included in each offer.
       The purchased preferred shares shall be retired as of the date of their
       purchase and shall not be reissued;

       G. - No issue of preferred shares ranking pari passu or prior to the
       above-mentioned preferred shares shall be authorized and the above
       provisions regarding the preferred shares shall not be amended, unless
       such issue or amendment shall have been approved by the vote of the
       holders of at least three quarters (3/4) in value of the preferred shares
       present at a special general meeting called for such purpose, in addition
       to the other formalities provided by the CANADA CORPORATIONS ACT.


                                      - V -


     The Company shall be incorporated as a "private company" with the following
restrictions:


       1. - No transfer of shares of the share capital of the Company shall be
       effected without the consent of its Board of directors given by way of
       resolution.

       2. - The number of the Company's shareholders shall be limited to fifty
       (50), not including persons who are in the employment of the Company and
       persons who, having been formerly in the employment of the Company, were,
       while in that employment, and have continued after the termination of
       that employment, to be shareholders of the Company,



       two (2) or more persons holding one (1) or more shares jointly being
       counted as a single shareholder.

       3. - Any invitation to the public to subscribe for any shares or
       debentures of the Company is prohibited.


                                     - VI -


     In addition to the powers granted to the Company under Section 16 of the
CANADA CORPORATIONS ACT, the Company shall hold the following powers:


       (a)   The Company shall be entitled to pay a commission to any person in
       consideration for subscribing or agreeing to subscribe, absolutely or
       conditionally, for shares in the share capital of the Company, or
       obtaining or agreeing to obtain subscriptions, absolutely or
       conditionally, for shares of the Company, provided, however, that if such
       shares have a par value, such commission, whether it be in cash or
       shares, shall not exceed fifteen percent (15%) of the par value of such
       shares, and that if such shares have no par value, such commission shall
       not exceed, where it is in cash, fifteen percent (15%) of the
       consideration for which such shares are issued, and where it is in
       shares, fifteen percent (15%) of the number of shares then subscribed
       for.

       (b)   The directors of the Company may be relieved of their duties by way
       of resolution adopted by a simple majority at a special general meeting
       of shareholders duly called for such purpose.

       (c)   In accordance with the provisions of Section 65 of such Act, when
       authorized by way of a by-law duly passed by the directors and sanctioned
       by at least two thirds (2/3) of the votes cast at a special general
       meeting of shareholders duly called for considering the by-law, the
       directors of the Company may, from time to time:

          1. - borrow money upon the credit of the Company;

          2. - limit or increase the amount to be borrowed;

          3. - issue debentures or other securities of the Company;

          4. - pledge or sell such debentures or other securities for such sums
          and at such prices as may be deemed expedient; and

          5. - secure any such debentures or other securities, or any other
          present or future borrowing or liability of the Company, by mortgage,
          hypothec, charge or pledge of all or any currently owned or
          subsequently acquired real and personal, movable and immovable,
          property of the Company, and the undertaking and rights of the
          Company.



     Any such by-law may provide for the delegation of such powers by the
directors to such officers or directors of the Company to such extent and in
such manner as may be set out in the by-law


                                     - VII -


     The name, address and profession of each of the applicants are stated
below:

MAURICE MARTEL, Q.C.                1301 St-Viateur West
Lawyer                              Outremont, P.Q.

PAUL MARTEL,                        2760 Van Horne
Lawyer                              Apt. 8, Montreal, P.Q.

LUCILLE ROY,                        34 Gilles St.
wife of Jean-Claude Blais,          Ste-Therese-Ouest, P.Q.
Secretary

The above applicants shall be the initial directors of the Company.


                                    - VIII -


     The applicants, severally and not jointly, subscribe for and agree to
accept the shares of the share capital of the Company indicated opposite their
names as recorded below and agree to become shareholders of the Company up to
such amounts:

MAURICE MARTEL               1 common share without par value
                             issued for $1.00

PAUL MARTEL                  1 common share without par value
                             issued for $1.00

LUCILLE ROY                  1 common share without par value
                             issued for $1.00



                                     - IX -


     The undersigned therefore request that a charter be issued constituting the
applicants and other persons who may become shareholders of the Company as a
body corporate and politic for the above-mentioned purposes.


     Signed at Montreal, this 7th day of August, 1972.


                                           [signed] Maurice Martel
                                          --------------------------------------


                                           [signed] Paul Martel
                                          --------------------------------------


                                           [signed] Lucille Roy
                                          --------------------------------------


[signed] Fernande Paquin
- -----------------------------------------
Witness

EX-3.87

                                                                    Exhibit 3.87

                          CENTRE D'INFORMATION RX LTEE
                            RX INFORMATION CENTRE LTD

               RESOLUTION adoptee par les administrateurs de la Societe, en date
du 4 mai 1979.

......                                .....                            .....

ETABLISSEMENT DU REGLEMENT SPECIAL "B" (ABROGATION DES REGLEMENTS GENERAUX)

               Il est resolu:

               Que ce qui suit soit et est, par les presentes, decrete, edicte
et promulgue comme etant le reglement special "B" de la Societe:

                              REGLEMENT SPECIAL "B"

                       ABROGATION DES REGLEMENTS GENERAUX

               Tous les reglements generaux de la Societe, presentement en
vigueur sont, par les presentes, abroges en vue d'etre remplaces par de nouveaux
reglements generaux, tel que ci-apres indique.

ETABLISSEMENT DES REGLEMENTS GENERAUX

               Il est resolu:

               Que ce qui suit soit et est, par les presentes, decrete, edicte
et promulgue comme etant les reglements generaux de la Societe, numerotes de
premier a treizieme inclusivement:

                                REGLEMENT PREMIER

                                 INTERPRETATION

               Les mots et expressions suivants, lorsqu'ils sont employes dans
les reglements de la Societe ont, a moins



d'incompatibilite avec le contexte, les significations suivantes:

               1.1  "administrateur" designe, independamment de son titre, le
titulaire de ce poste, et les termes "administrateur" et "conseil
d'administration" comprennent un administrateur uni que;

               1.2  "Loi" signifie la Loi sur les societes commerciales
canadiennes (S.C. 1974-75, chapitre 33) et toute autre loi qui peut lui etre
substituee, telle qu'amendee de temps a autre;

               1.3  "reglements" signifie les reglements generaux de la Societe,
numerotes de premier a treizieme inclusivement, et tous autres reglements de la
Societe de temps a autre en vigueur;

               1.4  "Societe" signifie la societe constituee par certificat de
constitution en vertu de la Loi sous le nom de CENTRE D'INFORMATION RX LTEE - RX
INFORMATION CENTRE LTD;

               1.5  "statuts" designe les clauses, initiales ou mises a jour,
reglementant la constitution ainsi que toute modification, fusion, prorogation,
reorganisation ou tout arrangement de la Societe.

               Sous reserve de ce qui precede, les mots et expressions definis
dans la Loi ont la meme signification lorsque utilises dans les presents
reglements.

               Tout mot ecrit au singulier comprend aussi le pluriel et VICE
VERSA; tout mot ecrit au masculin comprend aussi le feminin; tout mot designant
des personnes comprend egalement des societes, associations, compagnies ou
corporations.

                               REGLEMENT DEUXIEME

         LE NOM DE LA SOCIETE, SON SIEGE SOCIAL ET SON SCEAU CORPORATIF

ARTICLE 1.     LE NOM

               La denomination sociale de la Societe est CENTRE D'INFORMATION RX
LTEE - RX INFORMATION CENTRE LTD.

ARTICLE 2.     LE SIEGE SOCIAL

               Le siege social et la principale place d'affaires de la Societe
est etabli au 530 rue Beriault, en la ville de Longueuil, province de Quebec.

               La Societe peut, en plus de son siege social et de sa principale
place d'affaires, etablir et maintenir d'autres bureaux, place d'affaires,
succursales et agences, soit au Canada



ou ailleurs, comme le conseil d'administration peut en decider, a l'occasion,
par voie de resolution.

ARTICLE 3.     LE SCEAU

               Le sceau corporatif de la Societe est de forme circulaire et le
nom de la Societe, ainsi que l'annee de sa constitution, doivent y apparaitre.

               Le president du conseil d'administration, le president, tout
vice-president, le secretaire, le tresorier, tout secretaire adjoint, tresorier
adjoint ou administrateur, ou tout autre dirigeant de la Societe que le conseil
d'administration pourra designer et autoriser a cette fin, a l'occasion, ont
tous et chacun le droit d'apposer le sceau corporatif de la Societe sur tout
document qui le requiert.

                               REGLEMENT TROISIEME

                                LES ACTIONNAIRES

ARTICLE 1.     LES ASSEMBLEES ANNUELLES

               L'assemblee annuelle des actionnaires de la Societe est tenue a
la date (au plus tard dans les quinze (15) mois de la tenue de l'assemblee
annuelle precedente des actionnaires de la Societe) que les administrateurs
peuvent fixer, a l'occasion, par voie de resolution.

               Les assemblees annuelles des actionnaires de la Societe doivent
etre tenues au siege social de la Societe ou ailleurs au Canada, suivant
resolution du conseil d'administration, ou a tout endroit hors du Canada si tous
les actionnaires de la Societe habiles a y voter y consentent.

ARTICLE 2.     LES ASSEMBLEES EXTRAORDINAIRES

               Des assemblees extraordinaires des actionnaires peuvent etre
convoquees, en tout temps et a l'occasion, par le president du conseil, le
president ou l'administrateur-gerant ou par le conseil d'administration, par
voie de resolution, et doivent etre convoquees lorsque les detenteurs d'au moins
cinq pour cent (5%) des actions emises par la Societe, y ayant droit de vote, le
requierent par ecrit, les fractions d'actions representees par des certificats
ou scrips au porteur, s'il en est, ne devant pas, dans le but de determiner
cette proportion, etre considerees comme etant en cours. Chacune de ces
resolutions ou requetes doit enoncer les points inscrits a l'ordre du jour de la
future assemblee et chacune de ces requetes doit etre envoyee a chaque
administrateur et au siege social de la Societe.



               Le president du conseil ou, en son absence, le president ou, en
son absence, l'administrateur-gerant doit, advenant l'adoption d'une telle
resolution ou la reception d'une telle requete, faire en sorte que l'assemblee
soit convoquee, sans delai, par le secretaire de la Societe, conformement aux
termes de cette resolution ou requete. Si le secretaire de la Societe ne
convoque pas l'assemblee dans les vingt et un (21) jours qui suivent l'adoption
de la resolution ou la reception de la requete, tout administrateur peut
lui-meme convoquer l'assemblee ou cette assemblee peut etre convoquee par tout
signataire de ladite requete en conformite et sous reserve des dispositions de
la Loi.

               Les assemblees extraordinaires des actionnaires sont tenues au
siege social de la Societe ou ailleurs au Canada, suivant resolution du conseil
d'administration, ou a tout endroit hors du Canada si tous les actionnaires de
la Societe habiles a y voter y consentent.

ARTICLE 3.     LES AVIS DES ASSEMBLEES

               Un avis specifiant la date, l'heure et le lieu de toute assemblee
annuelle et de toute assemblee extraordinaire des actionnaires doit etre envoye
par la poste, sous pli affranchi, a chaque actionnaire habile a y voter, a sa
derniere adresse telle qu'elle apparait aux livres de la Societe, a chaque
administrateur et au verificateur de la Societe, et ce, vingt et un (21) jours
au moins et cinquante (50) jours au plus avant la date fixee pour l'assemblee,
ni le jour ou tel avis est signifie ou expedie (jour A QUO), ni celui ou telle
assemblee doit etre tenue (jour AD QUEM), ne devant etre comptes pour determiner
ledit delai de convocation.

               Dans le cas de detenteurs conjoints d'actions, l'avis est donne a
celui dont le nom apparait en premier lieu dans les livres de la Societe et un
avis qui a ete ainsi donne est un avis suffisant a chacun de ces detenteurs
conjoints.

               Un actionnaire et toute autre personne habile a assister a une
assemblee d'actionnaires peut toujours, d'une maniere quelconque, renoncer a
l'avis de convocation, soit avant, soit apres la tenue de l'assemblee, et le
fait pour cette personne d'assister a l'assemblee equivaut a une telle
renonciation, sauf lorsqu'elle y assiste specialement pour s'opposer aux
deliberations au motif que l'assemblee n'est pas regulierement convoquee.

               L'avis de convocation d'une assemblee des actionnaires a l'ordre
du jour de laquelle des questions speciales sont inscrites doit enoncer:



               a)   leur nature, avec suffisamment de details pour permettre aux
                    actionnaires de se former un jugement eclaire sur
                    celles-ci; et

               b)   le texte de toute resolution speciale qui doit etre soumise
                    a l'assemblee.

               Tous les points a l'ordre du jour tant lors d'une assemblee
extraordinaire d'actionnaires que lors d'une assemblee annuelle d'actionnaires,
a l'exception de l'examen des etats financiers et du rapport du verificateur, du
renouvellement de son mandat et de l'election des administrateurs, sont reputes
etre des questions speciales.

               Les simples irregularites dans l'avis ou dans la maniere de le
donner, de meme que l'omission involontaire de donner avis d'une assemblee a un
actionnaire ou le defaut par un actionnaire de recevoir tel avis, n'invalident
en rien les actes faits ou poses a l'assemblee concernee.

ARTICLE 4.     LE PRESIDENT D'ASSEMBLEE

               Le president du conseil ou, en son absence, le president ou, en
son absence, un des vice-presidents qui fait partie du conseil d'administration
(ce vice-president devant etre designe par l'assemblee, advenant que plus d'un
de ces vice-presidents soit present) preside toute assemblee des actionnaires.
Si le president du conseil, le president et ces vice-presidents sont absents ou
refusent d'agir, les personnes presentes peuvent choisir quelqu'un parmi elles
pour agir comme president. Advenant egalite des voix, le president de toute
assemblee des actionnaires a droit a une deuxieme voix ou voix preponderante
relativement a toute question soumise au vote de l'assemblee.

ARTICLE 5.     LE QUORUM, LE VOTE ET L'AJOURNEMENT

               Une personne physiquement presente et qui a droit de vote a
l'assemblee concernee, soit personnellement, soit comme fonde de pouvoir
autorise d'un actionnaire, et qui represente, soit en son nom propre, soit par
procuration, soit comme representant autorise d'une personne morale ou d'une
association, au moins cinquante et un pour cent (51%) des actions en cours du
capital social de la Societe comportant droit de vote a ladite assemblee,
constitue un quorum tant pour l'assemblee annuelle des actionnaires que pour une
assemblee extraordinaire des actionnaires de la Societe.



               Les actes du ou des detenteurs de la majorite des actions ainsi
representees et comportant droit de vote a ladite assemblee doivent etre
consideres comme les actes de tous les actionnaires, sauf les cas ou le vote ou
le consentement d'un nombre d'actionnaires superieur a la majorite est requis ou
exige par la Loi, par les statuts de la Societe ou par les reglements de la
Societe. Sous reserve de ce qui precede, le vote du ou des detenteurs de la
majorite des actions representees a toute assemblee annuelle et comportant droit
de vote a ladite assemblee est suffisant pour ratifier validement tout acte
anterieur du conseil d'administration et des dirigeants de la Societe.

               S'il n'y a pas quorum a l'ouverture d'une assemblee des
actionnaires, l'assemblee, advenant qu'elle ait ete convoquee a la demande
d'actionnaires, est levee. Dans tout autre cas, ceux qui sont presents en
personne et ayant droit d'etre comptes dans le but de former un quorum ont le
pouvoir d'ajourner l'assemblee a l'endroit, a la date et a l'heure qu'ils
peuvent alors fixer, par voie de resolution.

               Il suffit, pour donner avis de tout ajournement de moins de
trente (30) jours d'une assemblee, d'en faire l'annonce lors de l'assemblee en
question.

               Avis de tout ajournement, en une ou plusieurs fois, pour au moins
trente (30) jours doit etre donne de la maniere et dans le delai stipules a
l'article 3 du present reglement troisieme.

               Le quorum, a cette seconde assemblee ou assemblee ajournee,
consistera uniquement de la ou des personnes qui y sont physiquement presentes
et qui sont habiles a y voter.

               A cette seconde assemblee ou assemblee ajournee, on peut
validement traiter toute question qui aurait pu etre validement traitee lors
de l'assemblee originaire.

ARTICLE 6.     LE DROIT DE VOTE

               Toute personne morale ou association qui est detentrice d'actions
du capital social de la Societe comportant droit de vote a toute assemblee des
actionnaires de la Societe, ou a toute assemblee d'une categorie quelconque des
actionnaires de la Societe, peut y agir et y voter par l'entremise d'un
representant dument autorise, qui ne doit pas necessairement etre lui-meme
actionnaire de la Societe.

               A toute assemblee des actionnaires, chaque actionnaire, present a
cette assemblee et y ayant droit de vote (y



compris le representant autorise d'une personne morale ou d'une association
present en personne), a droit a un (1) vote, lors d'un vote ouvert; et lors
d'un vote par scrutin, chaque actionnaire present en personne ou represente
par procuration, y compris le representant autorise d'une personne morale ou
d'une association present en personne ou representee par procuration, a droit
a un (1) vote pour chaque action comportant droit de vote a l'assemblee et
qui est inscrite en son nom (ou au nom de la personne morale ou de
l'association concernee) dans les livres de la Societe, a moins que les
statuts de la Societe ne prescrivent une autre maniere de voter, auquel cas,
il faut suivre cette autre maniere.

               Tout actionnaire ou fonde de pouvoir d'un actionnaire, y compris
le representant autorise d'une personne morale ou d'une association, peut
demander le vote par scrutin sur toute question soumise au vote des
actionnaires.

               Lors d'une assemblee des actionnaires, les actionnaires, y
compris une personne morale ou une association, y ayant droit de vote, peuvent,
lors d'un vote par scrutin, voter par procuration ecrite. Il en est de meme pour
le representant autorise d'une personne morale ou d'une association s'il est
dument autorise a cet effet par ladite personne morale ou association.

               Dans le cas de detenteurs conjoints d'actions, le vote du plus
ancien de ceux-ci, soit en personne ou par procuration, est accepte, a
l'exclusion du vote de tout autre detenteur conjoint des memes actions, et, a
cette fin, le plus ancien de ceux-ci est celui dont le nom apparait en premier
lieu dans les livres de la Societe.

ARTICLE 7.     LA PROCURATION ET LA SOLLICITATION DE PROCURATIONS

               Tout actionnaire habile a voter lors d'une assemblee peut, par
procuration, nommer un fonde de pouvoir ainsi que plusieurs suppleants qui
peuvent ne pas etre actionnaires, aux fins d'assister a cette assemblee et d'y
agir dans les limites prevues a la procuration.

               L'acte nommant un fonde de pouvoir doit etre fait par ecrit, sous
la signature de l'actionnaire ou de son mandataire autorise par ecrit ou, si
l'actionnaire est une corporation, soit sous le sceau de la corporation et la
signature d'un de ses dirigeants ou sous la signature d'un mandataire ainsi
autorise; une telle procuration n'est valable que lors de l'assemblee
relativement a laquelle elle



est donnee ou lors de toute assemblee qui la continue en cas d'ajournement.

               L'actionnaire peut revoquer la procuration en deposant un acte
ecrit signe de lui ou de son mandataire muni d'une autorisation ecrite au siege
social de la Societe jusque et y compris le dernier jour ouvrable precedant
l'assemblee en cause ou la date de reprise en cas d'ajournement ou entre les
mains du president de l'assemblee a la date de son ouverture ou de sa reprise en
cas d'ajournement.

               Les administrateurs peuvent, dans l'avis de convocation d'une
assemblee, preciser une date limite, qui ne peut etre anterieure de plus de
quarante-huit (48) heures, non compris les samedis et les jours feries, a la
date d'ouverture de l'assemblee ou de sa reprise en cas d'ajournement, pour la
remise des procurations a la Societe ou a son mandataire.

               Si la Societe compte quinze (15) actionnaires oup lus, les
codetenteurs d'une action etant comptes comme un seul actionnaire, la direction
doit, en donnant avis de toute assemblee d'actionnaires, envoyer un formulaire
de procuration et une circulaire de la direction, tous deux en la forme
prescrite par la Loi, au verificateur de la Societe, aux actionnaires interesses
et au Directeur nomme en vertu de la Loi.

               Sous reserve des dispositions de la Loi relatives a la
sollicitation de procurations, tout acte nommant un fonde de pouvoir peut etre
fait conformement a la formule suivante, mais ne doit contenir que la nomination
du fonde de pouvoir avec, s'il y a lieu, la revocation d'un acte anterieur
nommant un fonde de pouvoir:

                                   PROCURATION

               A TOUS CEUX QUI LES PRESENTES VERRONT, je, soussigne,
, de                       ,etant detenteur immatricule de
(         ) actions                      en cours du capital social de
          CENTRE D'INFORMATION RX LTEE - RX INFORMATION CENTRE LTD
constitue et nomme, par les presentes,                  , de                ,
ou, a son defaut,                   , de                        , mon fonde de
pouvoir, pour assister et pour voter, dans la mesure du nombre de votes auxquels
j'ai maintenant droit ou pourrai alors avoir droit, et autrement agir, pour moi,
en mon nom et a ma



place, a l'assemblee (extraordinaire ou annuelle) des actionnaires de la
Societe, devant etre tenue a                     , province de Quebec, Canada,
                    , le e jour de 19  , a             heures de l'    -midi,
et a tout ajournement ou ajournements de celle-ci, aussi pleinement que je le
ferais ou pourrais le faire, si j'y etais present en personne, et avec plein
pouvoir de substitution et de revocation en l'occurrence dans le but

               , et (le cas echeant) je revoque, par les presentes, la
procuration donnee en faveur de
               , en date du e jour de                           19  .

               ET j'approuve, ratifie, sanctionne et confirme, par les
presentes, tout ce que mon fonde de pouvoir, ou son substitut, pourra legalement
faire ou faire faire, pour moi, en mon nom et a ma place, en vertu des
presentes.

               DONNEE et SIGNEE en la ville de                 , province
de             , Canada, ce   e jour de 19  .

EN PRESENCE DE:

- --------------------------------------       -----------------------------------
                 temoin                                   actionnaire

ARTICLE 8.     LES SCRUTATEURS

               Le president de toute assemblee des actionnaires peut nommer une
(1) ou plusieurs personnes (il n'est pas necessaire qu'elles soient
actionnaires) pour agir comme scrutateur ou scrutateurs a une telle assemblee.

ARTICLE 9.     L'ADRESSE DES ACTIONNAIRES

               Tout actionnaire doit fournir a la Societe une adresse ou l'on
peut lui expedier ou signifier tout avis qui lui est destine; si un actionnaire
ne fournit pas une telle adresse, les avis peuvent lui etre expedies a toute
adresse apparaissant alors aux livres de la Societe. S'il n'y a pas d'adresse
aux livres de la Societe, on expedie les avis a l'adresse que la personne
chargee d'expedier l'avis considere



la meilleure aux fins que l'avis atteigne son destinataire le plus tot possible.

ARTICLE 10.    L'ORDRE DU JOUR

               A l'assemblee annuelle des actionnaires, l'ordre du jour est le
suivant:

               a)   ouverture de la seance;

               b)   lecture de l'avis de convocation, s'il en est, et
     constatation qu'il a ete dument donne ou qu'on y a dument renonce;

               c)   constatation qu'il y a quorum;

               d)   lecture des proces-verbaux de l'assemblee annuelle
     precedente et des assemblees extraordinaires des actionnaires tenues
     depuis, s'il en est, et, s'il y a lieu, approbation de ceux-ci;

               e)   presentation du rapport annuel des administrateurs, s'il en
     est;

               f)   presentation du bilan, de l'etat des benefices non repartis,
     de l'etat des revenus et depenses et de l'etat de l'evolution de la
     situation financiere;

               g)   discussion du rapport du verificateur, s'il en est, et des
     etats financiers et, s'il y a lieu, approbation de ceux-ci;

               h)   election des administrateurs;

               i)   nomination du verificateur et determination de sa
     remuneration;

               j)   approbation, ratification, sanction et confirmation, a la
     condition que l'avis de convocation en ait fait mention, de
     l'etablissement, de l'abrogation ou de la modification de reglements, s'il
     en est;

               k)   approbation, ratification, sanction et confirmation, a la
     condition que l'avis de convocation en ait fait mention, des actes,
     decisions et resolutions des administrateurs et/ou dirigeants depuis
     l'assemblee generale annuelle precedente;



               l)   autres questions, s'il en est, a la condition que l'avis de
     convocation en ait fait mention; et

               m)   levee de l'assemblee.

ARTICLE 11.    LES RESOLUTIONS

               Toutes les propositions ou resolutions des actionnaires doivent
etre adoptees a des assemblees dument convoquees. Toutefois, sauf dans les cas
ou la convocation des actionnaires a une assemblee est exigee par la Loi, la
signature de tous les actionnaires de la Societe, ayant droit de vote, sur tout
document (qui peut etre signe en contrepartie) constituant une proposition ou
une resolution qui pourrait etre adoptee par les actionnaires donne a cette
proposition ou resolution la meme valeur et le meme effet que si elle avait ete
adoptee par tous les actionnaires habiles a voter sur cette resolution a une
assemblee dument convoquee et tenue a cette fin.

ARTICLE 12.    ASSEMBLEE D'UN ACTIONNAIRE UNIQUE

               Si la Societe n'a qu'un seul actionnaire ou un seul titulaire
d'une seule categorie ou serie d'actions, l'assemblee peut etre tenue par
celui-ci ou par son fonde de pouvoir.

                               REGLEMENT QUATRIEME

                           LE CONSEIL D'ADMINISTRATION

ARTICLE 1.     LE NOMBRE DES ADMINISTRATEURS

               Le conseil d'administration de la Societe est compose de quatre
(4) administrateurs.

ARTICLE 2.     LA CAPACITE ET LA DUREE DES FONCTIONS

               Chaque administrateur doit (sauf dispositions contraires prevues
aux presentes) etre elu a l'assemblee annuelle des actionnaires par la majorite
des votes donnes a cette election. Il n'est pas necessaire que le vote pour
l'election des administrateurs de la Societe soit par scrutin, sauf sur demande
expresse d'une personne presente et ayant droit de vote a l'assemblee ou cette
election a lieu. Chaque administrateur ainsi elu reste en fonction jusqu'a
l'election de son successeur, a moins qu'il ne demissionne ou qu'il ne soit
incapable d'agir, soit par deces, soit par sa destitution ou pour toute autre
cause.



               Le poste d'un administrateur devient vacant, IPSO FACTO, lors de
l'un quelconque des evenements suivants, savoir:

               a)   s'il devient en faillite ou fait une cession autorisee de
     ses biens, pour le benefice de ses creanciers en general, ou devient
     insolvable; ou

               b)   s'il est interdit ou devient faible d'esprit ou est declare
     fou.

               Le conseil d'administration de la Societe doit se composer en
majorite de residents canadiens.

ARTICLE 3.     LES POUVOIRS GENERAUX DES ADMINISTRATEURS

               Les administrateurs de la Societe gerent les affaires tant
commerciales qu'internes de la Societe et peuvent passer, en son nom, toutes
especes de contrats permis par la loi; et, d'une facon generale, sauf, tel que
ci-apres prevu, ils peuvent exercer tous les autres pouvoirs et poser tous les
autres actes que la Societe est autorisee a exercer ou a poser en vertu de ses
statuts ou a quelque autre titre que ce soit.

               Sans deroger en aucune facon a ce qui precede, les
administrateurs sont expressement autorises, en tout temps, a acheter, louer ou
autrement acquerir, aliener, vendre, echanger ou autrement disposer des actions,
valeurs, droits, titres au porteur, options et autres valeurs, terrains,
batiments ou autres biens, mobiliers ou immobiliers, reels ou personnels ou
mixtes, tangibles ou intangibles, de meme que tous droits ou interets s'y
rapportant, pour le prix, selon les termes et sous reserve des conditions qu'ils
estiment convenables.

               Tout acte pose par une reunion des administrateurs ou par toute
personne agissant comme administrateur est, aussi longtemps qu'un successeur
n'a pas ete dument elu ou nomme, quoiqu'on puisse decouvrir par la suite qu'il y
avait quelque invalidite dans l'election des administrateurs ou de telle
personne agissant comme administrateur ou qu'un ou plusieurs des
administrateurs n'etaient pas habiles a agir, aussi valide que si les
administrateurs ou cette ou ces personnes, suivant le cas, avaient ete dument
elus et etaient habiles a agir comme administrateurs de la Societe.

ARTICLE 4.     LE POUVOIR DE REPARTIR DES ACTIONS ET D'ACCORDER DES OPTIONS

               Les actions de la Societe sont, en tout temps, sous le controle
des administrateurs qui peuvent, sous reserve de la



Loi et des dispositions des statuts de la Societe, par voie de resolution, a
l'occasion, accepter des souscriptions, attribuer, repartir et emettre, en
totalite ou en partie, les actions non emises de la Societe ou autrement en
disposer, de quelque facon ou maniere que ce soit, et accorder des options s'y
rapportant, et ce, aux administrateurs, personnes, firmes, compagnies ou
corporations, selon les termes, sous reserve des conditions, pour la
consideration (non contraire a la Loi ou aux statuts de la Societe) et au temps
qu'ils peuvent prescrire dans la resolution y ayant trait.

ARTICLE 5.     LE POUVOIR DE DECLARER DES DIVIDENDES

               Les administrateurs peuvent, a l'occasion, comme ils le jugent a
propos, mais sous reserve de la Loi, declarer et payer, a meme les fonds
disponibles a cette fin, des dividendes aux actionnaires, suivant leurs droits
respectifs et leur interet dans la Societe.

               Les administrateurs peuvent, avant de declarer un dividende ou de
faire toute distribution de profits, mettre de cote, a meme les profits de la
Societe, les sommes qu'ils jugent convenables comme reserve ou reserves qui
seront, a la discretion des administrateurs, employees aux fins auxquelles les
profits de la Societe peuvent etre valablement employes.

               Les administrateurs peuvent, par voie de resolution, stipuler que
le montant de tout dividende qu'ils peuvent legalement declarer soit paye, en
tout ou en partie, en actions du capital social de la Societe, et, a cette fin,
peuvent autoriser l'attribution, la repartition et l'emission d'actions du
capital social de la Societe comme etant entierement acquittees.

               Tout dividende peut etre paye par cheque ou par mandat fait
payable a l'ordre de l'actionnaire ou de la personne y ayant droit et envoye
par la poste a sa derniere adresse telle qu'elle apparait aux livres de la
Societe ou, dans le cas de detenteurs conjoints, a celui dont le nom apparait en
premier lieu dans les livres de la Societe et l'envoi d'un tel cheque ou mandat
constitue paiement, a moins que le cheque ou mandat ne soit pas paye sur
presentation.

ARTICLE 6.     LA DATE DES REUNIONS ET L'AVIS

               Immediatement apres la premiere assemblee des actionnaires et,
par la suite, apres chaque assemblee annuelle



des actionnaires, on doit tenir, sans qu'il soit necessaire d'en donner
avis, une reunion, dite "assemblee annuelle", des nouveaux administrateurs qui
sont alors presents, a la condition qu'ils constituent un quorum, pour la
nomination des dirigeants de la Societe et pour traiter toute question qui peut
se presenter.

               Les reunions regulieres du conseil d'administration peuvent etre
tenues a tout endroit, au Canada ou ailleurs, a toute date et sur tout avis,
s'il y a lieu, que le conseil d'administration peut, a l'occasion, determiner,
par resolution. Une copie de toute resolution du conseil d'administration fixant
l'endroit et la date de telles reunions regulieres doit etre envoyee a chaque
administrateur immediatement apres son adoption, mais aucun autre avis ne sera
requis pour une reunion reguliere, sauf lorsque la Loi exige que l'objet de la
reunion et les questions qui doivent y etre traitees soient specifies.

               Toute reunion du conseil d'administration qui n'est pas convoquee
en conformite avec les stipulations precedentes du present article est une
reunion speciale.

               Des reunions speciales du conseil d'administration peuvent etre
convoquees, en tout temps, par le president du conseil , le president,
l'administrateur-gerant ou par deux (2) des administrateurs. Un avis stipulant
le lieu, le jour et l'heure d'une telle reunion doit etre signifie a chacun des
administrateurs ou laisse a sa residence ou a sa place d'affaires ordinaire ou
lui etre expedie par la poste, sous pli affranchi, ou par telegramme ou
cablogramme, a son adresse, telle qu'elle apparait aux livres de la Societe, au
moins quarante-huit (48) heures avant l'heure et la date fixees pour la
reunion. Si l'adresse de tout administrateur n'apparait pas aux livres de la
Societe, on doit expedier ledit avis par la poste a l'adresse consideree, par la
personne qui l'expedie, comme etant la meilleure pour atteindre promptement
l'administrateur concerne. Toute reunion speciale ainsi convoquee peut etre
tenue au siege social de la Societe ou a tout autre endroit, au Canada ou
ailleurs, approuve par resolution des administrateurs.

               En tout temps, lorsque le president du conseil, le president ou
l'administrateur-gerant, a sa discretion, considere qu'il est urgent qu'une
reunion des administrateurs soit convoquee, il peut donner avis d'une reunion
des administrateurs, par ecrit ou verbalement, soit par telegramme ou telephone
ou autrement, au moins une (1) heure avant que la reunion ne soit tenue et cet
avis est valable pour la reunion convoquee en de telles circonstances.



               Des reunions speciales du conseil d'administration peuvent etre
tenues a toute date, en tout endroit et a toute fin, sans avis, quand tous les
administrateurs sont presents ou quand les administrateurs absents ont, par
ecrit, renonce a l'avis de la tenue d'une telle reunion. Tout administrateur
peut renoncer a l'avis de toute reunion soit avant ou apres la tenue de la
reunion et le fait pour un administrateur d'assister a une reunion
d'administrateurs constitue une renonciation a l'avis de convocation de ladite
reunion, sauf lorsqu'un administrateur assiste a une reunion dans le but expres
de s'opposer aux deliberations au motif que ladite reunion n'est pas
regulierement convoquee.

               Un administrateur peut, avec le consentement de tous les
administrateurs, participer a une reunion du conseil d'administration ou d'un de
ses comites a l'aide de moyens techniques, notamment le telephone, permettant a
tous les participants de communiquer oralement entre eux et un administrateur
qui participe ainsi a une reunion est repute avoir assiste a ladite reunion.

ARTICLE 7.     LE PRESIDENT D'ASSEMBLEE

               Le president du conseil ou, en son absence, le president ou, en
son absence, l'administrateur-gerant ou, en son absence, un des vice-presidents
qui fait partie du conseil d'administration (ce vice-president devant etre
designe par l'assemblee, advenant que plus d'un de ces vice-presidents soit
present) preside toute reunion des administrateurs. Si le president du conseil,
le president, l'administrateur-gerant ou ces vice-presidents sont absents ou
refusent d'agir, les personnes presentes peuvent choisir quelqu'un parmi elles
pour agir comme president. Le president de toute reunion du conseil
d'administration a droit de vote comme administrateur relativement a toute
question soumise au vote de l'assemblee, mais, advenant egalite des voix, n'a
pas droit a une deuxieme voix ou voix preponderante.

ARTICLE 8.     LE QUORUM

               Sous reserve de la Loi, les administrateurs peuvent, a
l'occasion, par voie de resolution, fixer le quorum pour les reunions du conseil
d'administration, mais, jusqu'a ce qu'ils l'aient fait, deux (2) administrateurs
en fonction, a l'occasion, constituent un quorum.

               Toute reunion du conseil d'administration ou il y a quorum, a la
condition que ce quorum soit constitue en majorite de residents canadiens, est
competente pour exercer



tous et chacun des mandats, pouvoirs et discretions que la Loi, les statuts ou
les reglements de la Societe attribuent ou reconnaissent aux administrateurs,
nonobstant toute vacance en leur sein.

               Nonobstant les dispositions du paragraphe precedent, les
administrateurs peuvent deliberer, meme en l'absence d'une majorite de residents
canadiens,

               a)   si parmi les administrateurs absents, un resident canadien
     approuve les deliberations, par ecrit par telephone ou par tout autre
     moyen de communication, et

               b)   lorsque la presence de cet administrateur aurait permis de
     constituer la majorite requise.

               Les questions soulevees a toute reunion des administrateurs sont
resolues par le vote affirmatif de la majorite des administrateurs qui y sont
presents.

ARTICLE   9.   LA DESTITUTION DES ADMINISTRATEURS

               Tout administrateur peut, par resolution ordinaire adoptee a
toute assemblee extraordinaire des actionnaires convoquee dans ce but, etre
destitue, avec ou sans raison, et une autre personne dument qualifiee peut, par
resolution adoptee a cette meme assemblee, etre elue a sa place. La personne
ainsi elue reste en fonction pour le temps seulement que l'administrateur dont
il prend la place aurait ete en fonction s'il n'avait pas ete destitue.

ARTICLE 10.    LES VACANCES ET LES ADMINISTRATEURS ADDITIONNELS

               A l'exception d'une vacance resultant du defaut d'elire le
nombre fixe ou le nombre minimal d'administrateurs requis par les statuts de la
Societe ou d'une augmentation de ce nombre, les administrateurs alors en
fonctions, s'ils constituent quorum, peuvent combler les vacances au sein du
conseil. Tout administrateur ainsi elu, sous reserve des dispositions de
l'article 9 du present reglement, demeure en fonctions pendant la duree non
expiree du mandat de son predecesseur et peut alors etre reelu; mais le conseil
d'administration ne doit, en aucun temps, exceder le nombre legalement fixe.

               Si les administrateurs alors en fonctions ne constituent pas
quorum ou si la vacance resulte du defaut d'elire le nombre fixe ou le nombre
minimal d'administrateurs requis par les statuts de la Societe ou d'une
augmentation de ce nombre, les administrateurs



alors en fonctions doivent convoquer, dans les meilleurs delais,
une assemblee extraordinaire des actionnaires en vue de combler cette vacance.
Si les administrateurs negligent de le faire ou s'il n'y a alors aucun
administrateur en fonctions, tout actionnaire de la Societe peut convoquer cette
assemblee.

               Tout administrateur peut, a toute reunion des administrateurs,
donner sa demission et les autres administrateurs peuvent, a la meme reunion,
accepter cette demission et immediatement remplir la vacance ainsi creee.

ARTICLE 11.    LA REMUNERATION DES ADMINISTRATEURS

               Chaque administrateur recoit la remuneration que le conseil
d'administration peut determiner, a l'occasion, par voie de resolution.

               Les administrateurs ont droit d'etre rembourses par la Societe
pour toutes depenses raisonnables de voyages (y compris les depenses d'hotel et
celles incidentes) qu'ils peuvent encourir en assistant aux reunions des
administrateurs ou des actionnaires ou qu'ils peuvent autrement encourir dans le
cours ordinaire des affaires de la Societe.

               Tout administrateur qui, sur demande, execute des services
speciaux pour la Societe pourra obtenir une remuneration supplementaire que les
administrateurs pourront determiner.

ARTICLE 12.    LES REGLEMENTS ET RESOLUTIONS

               Tous les reglements et toutes les resolutions des administrateurs
doivent etre passes ou adoptes a des reunions dument convoquees. Neanmoins, la
signature de tous les administrateurs de la Societe au bas de tout document (qui
peut etre signe en contrepartie) constituant un reglement ou une resolution qui
pourrait etre passe ou adopte par les administrateurs a une reunion donne a un
tel reglement ou une telle resolution la meme valeur et le meme effet que si ce
reglement ou cette resolution avait ete passe ou adopte, selon le cas, par le
vote unanime des administrateurs a une reunion dument convoquee et tenue.

ARTICLE 13.    ADMINISTRATEUR UNIQUE

               Lorsque la Societe n'a qu'un seul administrateur, cet
administrateur peut regulierement tenir une reunion.



                               REGLEMENT CINQUIEME

                                   LES COMITES

ARTICLE 1.     LE COMITE D'ADMINISTRATEURS

               Les administrateurs de la Societe peuvent nommer parmi eux-memes
un comite d'administrateurs, peu importe la facon dont il est designe, et
deleguer a ce comite l'un ou plusieurs des pouvoirs qu'ils possedent, a
l'exception de ceux qu'un comite d'administrateurs n'est pas autorise a exercer
en vertu de la Loi. Les membres de ce comite doivent etre en majorite des
residents canadiens.

ARTICLE 2.     LE MODE DE FONCTIONNEMENT

               Sous reserve des dispositions du dernier alinea de l'article 6 du
reglement quatrieme, les pouvoirs du comite d'administrateurs peuvent etre
exerces par une reunion a laquelle un quorum est present ou par une resolution
ecrite signee par tous les membres du comite qui auraient eu le droit de voter
sur cette resolution a une reunion du comite. Les reunions du comite peuvent
etre tenues a tout endroit au Canada ou ailleurs.

ARTICLE 3.     LES COMITES CONSULTATIFS

               Les administrateurs de la Societe peuvent a l'occasion nommer
tels autres comites qu'ils estiment opportuns, mais les fonctions de tels autres
comites seront consultatives seulement.

ARTICLE 4.     LA PROCEDURE

               A moins qu'il en soit autrement decide par les administrateurs,
chaque comite a le pouvoir de fixer son quorum a tout nombre qui n'est pas
moindre que la majorite de ses membres, d'elire son president et de reglementer
sa procedure.

                                REGLEMENT SIXIEME

                                 LES DIRIGEANTS

ARTICLE 1.     LA DIRECTION

               La direction de la Societe est composee d'un president, d'un ou
plusieurs vice-presidents (l'un desquels peut etre nomme vice-president
executif), d'un tresorier et d'un secretaire. On peut aussi nommer, pour faire
partie de la direction,



un president du conseil, un ou plusieurs autres vice-presidents, un ou plusieurs
secretaires adjoints ou tresoriers adjoints ou un administrateur-gerant.

               Ces dirigeants doivent etre nommes par le conseil
d'administration a sa premiere assemblee apres la premiere assemblee des
actionnaires et, par la suite, a la premiere assemblee du conseil
d'administration apres chaque assemblee annuelle des actionnaires et ces
dirigeants de la Societe restent en fonction jusqu'a ce que leurs successeurs
aient ete choisis et nommes a leur place. D'autres dirigeants peuvent aussi etre
nommes lorsque le conseil d'administration le juge necessaire, a l'occasion.

               Ces dirigeants doivent dument remplir les devoirs, en plus de
ceux specifies dans les reglements, que le conseil d'administration prescrit, a
l'occasion. La meme personne peut remplir plus d'une (1) fonction. Il n'est pas
necessaire que ces dirigeants de la Societe soient des actionnaires de la
Societe et il n'est pas necessaire qu'ils soient des administrateurs de la
Societe, a l'exception du president du conseil et de l'administrateur-gerant.

ARTICLE 2.     LE PRESIDENT DU CONSEIL

               Le president du conseil est choisi parmi les administrateurs. Il
preside toutes les assemblees des actionnaires et toutes les reunions du conseil
d'administration. Il a tous les autres pouvoirs et devoirs que le conseil
d'administration peut, a l'occasion, lui assigner, par voie de resolution, sous
reserve de la Loi.

ARTICLE 3.     LE PRESIDENT

               Le president, en l'absence du president du conseil, preside
toutes les assemblees des actionnaires etles reunions du conseil
d'administration. Il est le dirigeant principal de la Societe et, s'il n'y a pas
d'administrateur-gerant, il exerce un controle general et une surveillance
generale sur les affaires de la Societe. Il a tous les autres pouvoirs et
devoirs que le conseil d'administration peut, a l'occasion, lui assigner, par
voie de resolution, sous reserve de la Loi.

ARTICLE 4.     LE VICE-PRESIDENT OU LES VICE-PRESIDENTS

               Le vice-president ou les vice-presidents, qu'ils aient ou non ete
choisis parmi les administrateurs, ont les pouvoirs et remplissent les fonctions
que le conseil



d'administration peut, a l'occasion, leur assigner, par voie de resolution. En
cas d'absence ou d'incapacite du president du conseil et du president et de
l'administrateur-gerant, le vice-president qui a ete nomme vice-president
executif ou tout autre vice-president qui a ete designe par le president du
conseil ou par le president ou par l'administrateur-gerant, peut exercer les
pouvoirs et remplir les fonctions du president du conseil et du president et de
l'administrateur-gerant, et, si un tel vice-president exerce l'un quelconque
des pouvoirs ou remplit l'une quelconque des fonctions du president du conseil
ou du president ou de l'administrateurgerant, l'absence ou l'incapacite du
president du conseil ou du president ou de l'administrateur-gerant, selon le
cas, est presumee.

ARTICLE 5.     LE TRESORIER ET LES TRESORIERS ADJOINTS

               Le tresorier a sous sa surveillance particuliere les finances de
la Societe. Il depose l'argent et les autres valeurs de la Societe, au nom et au
credit de la Societe, aupres de toutes banques, compagnies de fiducie ou
autres depositaires que le conseil d'administration designe, a l'occasion, par
voie de resolution. Il doit, lorsque requis par le conseil d'administration,
lui rendre compte de la situation financiere de la Societe et de toutes ses
transactions comme tresorier; et, aussitot que possible apres la cloture de
chaque exercice financier, il prepare et soumet au conseil d'administration un
rapport sur l'exercice financier ecoule. Il est responsable de la garde, du
depot et de la tenue de tous les livres et comptes et autres documents qui,
selon les lois regissant la Societe, doivent etre tenus par la Societe. Il doit
executer tous les autres devoirs propres a la fonction de tresorier, ainsi que
ceux que le conseil d'administration peut, a l'occasion, lui assigner, par
voie de resolution, le tout sous reserve de la Loi.

               Les tresoriers adjoints peuvent remplir toute fonction du
tresorier que le conseil d'administration ou le tresorier peut, a l'occasion,
leur assigner sous reserve de la Loi.

ARTICLE 6.     LE SECRETAIRE ET LES SECRETAIRES ADJOINTS

               Le secretaire doit donner et faire signifier tous avis de la
Societe et doit rediger et conserver les proces-verbaux de toutes les assemblees
des actionnaires et de toutes les reunions du conseil d'administration et des
comites d'administrateurs dans un ou plusieurs livres a cet effet. Il doit
garder en surete le sceau corporatif de la Societe. Il est responsable des
registres de la Societe, y compris les livres ou sont consignes les noms et
adresses des actionnaires et des membres du conseil d'administration,
conjointement avec les copies de tous les



rapports faits par la Societe et tous les autres livres et documents que le
conseil d'administration peut ordonner ou lui confier. Il est responsable de la
garde et de la production de tous les livres, rapports, certificats et autres
documents dont la Loi exige la garde et la production. Il doit remplir tous
autres devoirs relatifs a ses fonctions, ainsi que ceux que le conseil
d'administration peut, a l'occasion, lui assigner, par voie de resolution, sous
reserve de la Loi.

               Les secretaires adjoints peuvent remplir toute fonction du
secretaire que le conseil d'administration ou le secretaire peut, a l'occasion,
leur assigner, sous reserve de la Loi.

ARTICLE 7.     LE SECRETAIRE-TRESORIER

               Lorsque le secretaire remplit aussi les fonctions de tresorier,
il peut, au gre du conseil d'administration, etre designe comme
"secretaire-tresorier".

ARTICLE 8.     L'ADMINISTRATEUR-GERANT

               Les administrateurs peuvent, a l'occasion, nommer parmi eux-memes
un administrateur-gerant, a la condition que cet administrateur-gerant soit un
resident canadien. Il gere les affaires tant commerciales qu'internes de la
Societe, sous la surveillance du conseil d'administration, et exerce les
pouvoirs que le conseil d'administration peut, a l'occasion, lui deleguer d'une
facon generale ou speciale, par voie de resolution, sous reserve de la Loi.

ARTICLE 9.     LA DESTITUTION

               Le conseil d'administration peut, par voie de resolution,
destituer et congedier tout dirigeant ou employe de la Societe ou tout membre de
la direction, avec ou sans raison, a toute reunion convoquee dans ce but et peut
en elire ou en nommer d'autres a leur place. Tout dirigeant ou employe de la
Societe qui n'est pas membre de la direction ou du conseil d'administration peut
aussi etre demis de ses fonctions et congedie, avec ou sans raison, par le
president du conseil, le president, tout vice-president ou
l'administrateur-gerant. Si, cependant, il n'y a pas de raison pour la
destitution ou le congediement et s'il existe un contrat particulier derogeant
aux stipulations du present article, la destitution ne peut avoir lieu que
conformement aux stipulations de ce contrat.



ARTICLE 10.    LA REMUNERATION

               La remuneration de tous les membres de la direction de la Societe
et des autres dirigeants de la Societe est determinee, a l'occasion, par
resolution du conseil d'administration.

                               REGLEMENT SEPTIEME

                             LES VALEURS MOBILIERES

ARTICLE 1.     LES CERTIFICATS DE VALEURS MOBILIERES

               Les certificats representant les valeurs mobilieres de la Societe
sont rediges de la maniere approuvee par le conseil d'administration. Ces
certificats doivent etre signes par le president ou tout vice-president et le
secretaire ou tout secretaire adjoint de la Societe, mais la signature du
president ou du vice-president peut aussi etre gravee, lithographiee ou
reproduite mecaniquement de quelque autre maniere sur les certificats et, si la
Societe a nomme un agent de transfert, la signature du secretaire ou du
secretaire adjoint peut aussi etre gravee, lithographiee ou reproduite
mecaniquement de quelque autre maniere sur les certificats. Tous certificats
ainsi signes sont presumes avoir ete signes a la main par ces dirigeants et sont
valables, a toutes fins et intentions, au meme titre que s'ils avaient ete
signes a la main, meme si les personnes dont les signatures sont ainsi
reproduites ont cesse d'etre dirigeants de la Societe au temps de l'emission des
certificats ou a la date qu'ils portent.

               En ce qui concerne les titres au porteur, on doit, s'il en est,
se reporter a tout reglement qui peut, a l'occasion, etre adopte a ce sujet.

ARTICLE 2.     LE REGISTRE DES VALEURS MOBILIERES

               Un registre central des valeurs mobilieres doit etre tenu au
siege social de la Societe ou a tout autre lieu au Canada choisi par les
administrateurs et un ou plusieurs registres locaux des valeurs mobilieres
peuvent etre tenus au Canada ou a l'etranger, en tel lieu que les
administrateurs peuvent indiquer, a l'occasion, par voie de resolution. Ce
registre central des valeurs mobilieres et ces registres locaux des valeurs
mobilieres sont tenus par le secretaire ou par tout autre dirigeant qui peut
etre specialement charge de ce soin ou par tout autre agent que le conseil
d'administration peut nommer au besoin, par resolution a cette fin.

               Sous reserve des dispositions de tout reglement pouvant etre
adopte relativement a l'emission de titres au porteur,



les noms, par ordre alphabetique, et la derniere adresse connue des personnes
qui detiennent ou ont detenu des valeurs mobilieres emises par la Societe, le
nombre de valeurs mobilieres detenues par chacun et la date et les conditions de
l'emission et du transfert, transport ou transmission de chaque valeur mobiliere
doivent etre inscrits sur le registre central des valeurs mobilieres. Le
registre local des valeurs mobilieres emises ou transferees en ce lieu et les
conditions de chaque emission ou de chaque transfert d'une valeur mobiliere
inscrite dans un registre local des valeurs mobilieres sont egalement portees au
registre central.

               Sous reserve d'un tel reglement, toute mention de l'emission ou
du transfert, du transport ou de la transmission d'une valeur mobiliere de la
Societe sur l'un des registres en constitue une inscription complete et valide.
Toutes les valeurs mobilieres de la Societe sont, sous reserve d'un tel
reglement, transferables sur le registre central des valeurs mobilieres ou sur
un registre local des valeurs mobilieres sans egard au lieu ou le certificat
representant les valeurs mobilieres qui font l'objet du transfert, du transport
ou de la transmission a ete emis.

               Ces registres doivent, durant les heures ordinaires d'affaires,
tous les jours, les dimanches et jours feries exceptes, a l'endroit ou aux
endroits ou les administrateurs ont donne l'autorisation de les tenir
respectivement, suivant les dispositions du present reglement, etre ouverts a
l'inspection des actionnaires et des creanciers de la Societe et de leurs
mandataires et representants legaux et chacun d'eux peut en prendre gratuitement
des extraits.

               Sous reserve des dispositions de tout reglement relatif a
l'emission de titres au porteur, nul transfert, transport ou transmission des
valeurs mobilieres de la Societe n'est valable et ne doit etre inscrit au
registre central des valeurs mobilieres ou a un registre local des valeurs
mobilieres a moins que les certificats representant les valeurs mobilieres
faisant l'objet du transfert, du transport ou de la transmission, selon le cas,
n'aient ete remis ou annules.

ARTICLE 3.     LA DATE DE REFERENCE

               Le conseil d'administration peut, en tout temps et a l'occasion,
choisir d'avance une date a titre de date de reference pour determiner les
actionnaires habiles a recevoir avis d'une assemblee d'actionnaires. Cette date
ne doit pas etre anterieure de plus de cinquante (50) jours ni



de moins de vingt et un (21) jours a la date prevue pour la tenue de
l'assemblee.

               Le conseil d'administration peut aussi, en tout temps et a
l'occasion, dans les cinquante (50) jours precedant l'operation en cause,
choisir d'avance une date ultime d'inscription, a titre de date de reference,
pour determiner les actionnaires habiles:

               a)   a recevoir le versement d'un dividende;

               b)   a participer au partage consecutif a la liquidation; ou

               c)   a toute autre fin, sauf en matiere du droit de recevoir avis
     d'une assemblee ou d'y voter.

               Un avis de toute date de reference ainsi choisie doit etre donne,
au plus tard sept (7) jours avant cette date, par insertion dans un journal
publie ou diffuse au lieu du siege social de la Societe et en chaque lieu, au
Canada, ou elle a un agent de transfert ou auquel un transfert de ses actions
peut etre inscrit et par ecrit, a chaque bourse de valeurs du Canada ou les
actions de la Societe sont cotees, selon le cas.

               Seuls les actionnaires qui apparaissent au registre a la date de
reference choisie tel que susdit peuvent se prevaloir des droits ci-haut
mentionnes, mais le fait de ne pas avoir recu avis d'une assemblee ne prive pas
un actionnaire du droit de voter lors de cette assemblee.

ARTICLE 4.     LES AGENTS DE TRANSFERTS ET LES AGENTS D'INSCRIPTION

               Le conseil d'administration peut, a l'occasion, par voie de
resolution, nommer ou remplacer les agents de transferts et les agents
d'inscription des valeurs mobilieres de la Societe et, en general, faire les
reglements concernant le transfert, le transport et la transmission des valeurs
mobilieres de la Societe. Tous les certificats de valeurs mobilieres de la
Societe emis apres qu'une telle nomination a ete faite doivent etre contresignes
par un de ces agents de transferts ou agents d'inscription et ne sont pas
valides a moins qu'ils ne soient ainsi contresignes.

ARTICLE 5.     LES CERTIFICATS PERDUS, DETRUITS OU MUTILES

               Le conseil d'administration doit ordonner qu'un nouveau
certificat de valeurs mobilieres de la Societe soit emis



pour remplacer tout certificat precedemment emis par la Societe et qui a ete
mutile, perdu, detruit ou vole si le proprietaire

               a) l'en requiert avant d'etre avise de l'acquisition de cette
     valeur par un acheteur de bonne foi;

               b) fournit a la Societe un cautionnement suffisant; et

               c) satisfait a toute autre exigence raisonnable qu'impose la
     Societe.

ARTICLE 6.     LES RESTRICTIONS AFFECTANT LES VALEURS MOBILIERES ET LES
               ACTIONNAIRES

               Les valeurs mobilieres et les actionnaires de la Societe sont
sujets aux restrictions, s'il en est, qui sont stipulees ou pourront l'etre a
leur egard dans les statuts de la Societe.

                               REGLEMENT HUITIEME

              L'EXERCICE FINANCIER, LES COMPTES ET LA VERIFICATION

ARTICLE 1.     L'EXERCICE FINANCIER

               L'exercice financier de la Societe se termine le 31 mai de chaque
annee.

ARTICLE 2.     LES COMPTES

               Les administrateurs doivent faire tenir des livres de comptes
appropries concernant toutes les sommes d'argent recues et depensees par la
Societe, ainsi que les objets pour lesquels les recettes et les depenses sont
operees, toutes les ventes et tous les achats de valeurs par la Societe, l'actif
et le passif de la Societe et toutes autres operations qui interessent la
situation financiere de la Societe.

               Les livres de comptes doivent etre tenus au siege social de la
Societe ou a tout autre endroit que les administrateurs jugent approprie et les
administrateurs peuvent en tout temps raisonnable les examiner.

               Si les livres de comptes de la Societe sont conserves en dehors
du Canada, il doit etre conserve au siege social ou dans un autre bureau au
Canada des registres de



comptabilite suffisants pour permettre aux administrateurs de verifier tous les
trimestres, avec une precision raisonnablement suffisante, la situation
financiere de la societe.

ARTICLE 3.     LA VERIFICATION

               La nomination, les droits et les fonctions du ou des
verificateurs de la Societe sont regles par la Loi. Les livres de la Societe
doivent etre examines au moins une fois par exercice financier et l'exactitude
de l'etat des revenus et depenses et du bilan doit etre constatee par ce ou ces
verificateurs.

                               REGLEMENT NEUVIEME

              LES CONTRATS, LES CHEQUES, LES TRAITES ET LES COMPTES

ARTICLE 1.     LES CONTRATS

               Tous actes, documents, transferts, contrats, engagements,
obligations, debentures et autres instruments que la Societe doit executer
doivent etre signes par le president du conseil ou le president ou un des
vice-presidents ou l'administrateur-gerant ou un administrateur et contresignes
par le secretaire ou tresorier ou un secretaire adjoint ou le tresorier adjoint
ou un autre administrateur de la Societe. Le conseil d'administration peut, a
l'occasion, par voie de resolution, autoriser d'autres personnes a signer au nom
de la Societe. Cette autorisation peut etre generale ou se limiter a un cas
particulier. Sauf tel que dit precedemment ou tel qu'autrement prevu dans les
reglements de la Societe, aucun administrateur, dirigeant, representant ou
employe de la Societe n'a le pouvoir ni l'autorisation de lier la Societe par
contrat ou autrement, ni d'engager son credit.

               Sous reserve de la Loi, la Societe peut passer un contrat ou
transiger des affaires avec un ou plusieurs de ses administrateurs ou
dirigeants, ou avec toute maison dont un ou plusieurs de ses administrateurs ou
dirigeants sont membres ou employes, ou avec toute autre compagnie ou societe
dont un ou plusieurs de ses administrateurs ou dirigeants sont actionnaires,
directeurs ou administrateurs, dirigeants ou employes.

               L'administrateur ou le dirigeant de la Societe qui est partie a
un contrat ou a un projet de contrat important avec la Societe ou qui est
administrateur ou dirigeant d'une personne partie a un tel contrat ou projet ou
qui possede un interet important dans celle-ci doit divulguer par ecrit a la
Societe ou demander que soient consignees au proces-verbal des reunions des



administrateurs la nature et l'etendue de son interet, et ce, au moment et de la
facon prevus dans la Loi et un tel administrateur ne doit voter sur aucune
resolution tendant a l'approbation du contrat, sauf tel que prevu par la Loi.

ARTICLE 2.     LES CHEQUES ET LES TRAITES

               Tous les cheques, lettres de change et autres mandats de paiement
d'argent, billets ou titres de creance emis, acceptes ou endosses au nom de la
Societe doivent etre signes par l'administrateur, le dirigeant ou le
representant ou les administrateurs, dirigeants ou representants de la Societe
et de la maniere que le conseil d'administration determine, a l'occasion, par
voie de resolution; l'un ou l'autre de ces administrateurs, dirigeants ou
representants peut endosser seul les billets et les traites pour perception pour
le compte de la Societe, par l'entremise de ses banquiers, et endosser les
billets et les cheques pour depot a la banque de la Societe, au credit de la
Societe; ces effets de commerce peuvent aussi etre endosses "pour perception" ou
"pour depot" a la banque de la Societe en utilisant l'estampe de la Societe a
cet effet. N'importe lequel de ces administrateurs, dirigeants ou representants
nommes a cette fin peut arranger, regler, verifier et certifier tous les livres
et comptes entre la Societe et ses banquiers, et peut recevoir tous les cheques
payes et les pieces justificatives et signer toutes les formules de reglement de
verification et de reglement de quittance et les bordereaux de verification de
la banque.

ARTICLE 3.     LES DEPOTS

               Les fonds de la Societe peuvent etre deposes, a l'occasion, au
credit de la Societe a toutes banques ou aupres de toutes compagnies de fiducie
ou chez tous banquiers que le conseil d'administration approuve, a
l'occasion, par voie de resolution.

ARTICLE 4.     LE DEPOT DES TITRES EN SURETE

               Les titres de la Societe sont deposes en garde chez un ou
plusieurs banquiers, compagnies de fiducie ou autres institutions financieres au
Canada, aux Etats-Unis d'Amerique ou ailleurs qui sont choisis par le conseil
d'administration. Tous les titres ainsi deposes peuvent etre retires, a
l'occasion, mais seulement sur l'ordre ecrit de la Societe, signe par
l'administrateur, le dirigeant ou le representant, ou les administrateurs, les
dirigeants ou representants et de la maniere que le conseil d'administration
determine, a l'occasion, par voie de resolution.



Cette autorisation peut etre generale ou se limiter a un cas particulier. Toute
institution financiere qui a ete ainsi choisie comme gardienne par le conseil
d'administration est entierement protegee en agissant conformement aux
directives du conseil d'administration et n'est en aucune circonstance
responsable de la facon dont on dispose des titres ainsi retires de depot ou de
leur produit.

                                REGLEMENT DIXIEME

                                LES DECLARATIONS

               Le president du conseil, le president, tout vice-president, le
tresorier, le secretaire, le secretairetresorier, tout tresorier adjoint, tout
secretaire adjoint, l'administrateur-gerant, le comptable, tout comptable
adjoint et chef de bureau, ou tout autre dirigeant ou personne nomme a cette fin
par le president ou tout vice-president ont, collectivement ou individuellement,
l'autorisation et le droit de comparaitre et de repondre, pour la Societe et en
son nom, sur tout bref, ordonnance et interrogatoire sur faits et articles emis
par toute cour de justice et de faire, pour et au nom de la Societe, toute
declaration sur bref de saisie-arret dans lequel la Societe est tiercesaisie
et de faire tous les affidavits et declarations sous serment s'y rapportant ou
se rapportant a toute procedure judiciaire dans laquelle la Societe est une des
parties, et de demander la cession de biens ou la liquidation de tout debiteur
de la Societe et d'obtenir une ordonnance de faillite contre tout debiteur de la
Societe et d'assister et de voter a toute assemblee des creanciers des
debiteurs de la Societe et de donner des procurations a cet effet.

                                REGLEMENT ONZIEME

                L'INDEMNISATION DES ADMINISTRATEURS ET DIRIGEANTS

               Sous reserve des limitations contenues dans la Loi, chacun des
administrateurs et dirigeants de la Societe et leurs predecesseurs et toute
personne qui, a la demande de la Societe, agit en cette qualite pour une
personne morale dont la Societe est actionnaire ou creanciere, ainsi que leurs
heritiers, executeurs testamentaires, administrateurs et ayants cause, de meme
que leur patrimoine, sont respectivement, a meme les fonds de la Societe, en
tout temps et a l'occasion, mis a couvert et garantis contre ce qui suit et en
seront indemnises et rembourses:

               a)   tous frais, charges et depenses raisonnables, y compris les
     sommes versees pour transiger sur un proces ou



     executer un jugement, occasionnes lors de poursuites civiles, criminelles
     ou administratives auxquelles il est partie en cette qualite, a l'exception
     des actions intentees par la Societe ou la personne morale, ou pour son
     compte, en vue d'obtenir un jugement favorable, si:

                    (i)  il a agi avec integrite et de bonne foi au mieux des
               interets de la Societe; et

                    (ii) dans le cas de poursuites criminelles ou
               administratives aboutissant au paiement d'une amende, il avait de
               bonnes raisons de croire que sa conduite etait conforme a la loi;

               b)   tous frais, charges et depenses resultant du fait qu'il a
     ete partie a des actions intentees par la Societe ou par une personne
     morale, ou pour leur compte, en vue d'obtenir un jugement favorable, s'il
     remplit les conditions des sous-alineas i) et ii) ci-haut et si
     l'approbation du tribunal a ete obtenue;

               c)   tous autres frais, charges, depenses raisonnables
     supportes, faits ou encourus par cet administrateur, ce dirigeant ou cette
     personne au cours ou a l'occasion des affaires relevant de ses fonctions ou
     s'y rapportant;

le tout a l'exception, cependant, des frais, charges et depenses qui resultent
de sa propre faute, incurie ou omission volontaire.

               De plus, mais sous reserve des limitations contenues dans la Loi,
aucun administrateur ou dirigeant de la Societe alors en fonctions n'est
responsable des actes, quittances, negligences ou defauts de tout autre
administrateur ou dirigeant ou employe ni pour avoir ete partie a toute
quittance ou acte pour en permettre l'execution, ni n'est responsable de tout
dommage, perte ou depense encouru par la Societe par suite de l'insuffisance ou
du defaut de titre de toute propriete acquise pour et au nom de la Societe sur
l'ordre du conseil d'administration ou par suite de l'insuffisance de toute
garantie relative a tout placement de la Societe, ni n'est responsable de tout
dommage ou perte resultant de la faillite, de l'insolvabilite ou de l'acte
prejudiciable de toute personne, firme ou corporation, y compris toute personne,
firme ou corporation aupres de laquelle quelque argent, valeur ou effet de la
Societe a ete



place ou depose, ni n'est responsable de tout mauvais usage, perte, usurpation,
detournement ou dommage resultant de toute transaction de quelque argent, valeur
ou autre actif appartenant a la Societe ou de tout autre dommage, perte ou
calamite qui pourrait survenir dans l'execution de ses fonctions ou de sa
fiducie, ou s'y rapportant, a moins que ces evenements ne resultent de sa propre
faute, incurie ou omission volontaire.

               ET la Societe, par les presentes, consent a l'indemnisation
prevue au present reglement.

                               REGLEMENT DOUZIEME

                                  LES EMPRUNTS

               Le conseil d'administration est autorise, par les presentes, en
tout temps et a l'occasion:

               a)   a emprunter de l'argent et a obtenir des avances sur le
     credit de la Societe aupres de toute banque, corporation, societe ou
     personne, selon les termes, conventions et conditions, aux epoques, pour
     les montants, dans la mesure et de la maniere que le conseil
     d'administration peut, a sa discretion, juger convenables;

               b)   a restreindre ou a augmenter les sommes a etre empruntees;

               c)   a emettre, reemettre ou faire emettre des bons, obligations,
     debentures ou autres valeurs de la Societe et a les donner en nantissement
     ou les vendre pour les montants, suivant les termes, conventions et
     conditions, et aux prix que le conseil d'administration peut juger
     convenables;

               d)   a garantir ces bons, obligations, debentures ou autres
     valeurs de la Societe, ou tout autre emprunt ou engagement present ou
     futur de la Societe, au moyen d'un MORTGAGE, d'une hypotheque, d'une
     charge ou d'un nantissement visant tout ou partie des biens meubles et
     immeubles que la Societe possede couramment a titre de proprietaire ou
     qu'elle a subsequemment acquis, ainsi que toute ou partie de l'entreprise
     et des droits de la Societe;

               e)   en garantie de tous escomptes, decouverts, emprunts,
     credits, avances ou autres dettes, ou engagements, ments, de la part de la
     Societe envers toute banque, corporation, societe ou personne, ainsi que
     des interets sur ceux-ci, a hypothequer, nantir, mettre en gage et
     transporter a toute banque, corporation, societe ou personne une



     partie ou la totalite des biens de la Societe, reels ou personnels ou
     mixtes, mobiliers ou immobiliers, presents ou futurs, et a donner toute
     garantie sur ceux-ci qu'une banque peut accepter en vertu des dispositions
     de la loi sur les banques et renouveler, modifier, varier ou remplacer une
     telle garantie a discretion, avec le droit de promettre de donner des
     garanties d'apres la Loi sur les banques pour toutes dettes contractees ou
     devant etre contractees par la Societe envers toute banque;

               f)   sous reserve de la Loi, a procurer ou aider a procurer des
     fonds et a aider au moyen de bonis, prets, promesses, endossements,
     garanties ou autrement, toute compagnie, societe ou personne et a garantir
     l'execution ou l'accomplissement de tous contrats, engagements ou
     obligations de toute compagnie, societe ou personne et, en particulier, a
     garantir le paiement du principal et de l'interet sur les obligations ou
     autres valeurs, hypotheques et dettes de toute compagnie, societe ou
     personne;

               g)   a exercer d'une facon generale tous ou chacun des droits ou
     pouvoirs que la Societe elle-meme peut exercer en vertu de ses statuts et
     des lois qui la regissent; et

               h)   a deleguer, par resolution, a tout dirigeant ou
     administrateur, sous reserve des limitations contenues dans la Loi, tous ou
     chacun des pouvoirs conferes par les presentes au conseil d'administration.

                               REGLEMENT TREIZIEME

        LA PROMULGATION, LA REVOCATION ET LA MODIFICATION DES REGLEMENTS

               Les administrateurs peuvent, a l'occasion, etablir, promulguer ou
adopter des reglements, non contraires a la Loi ou aux statuts de la Societe,
portant sur les affaires tant commerciales qu'internes de la Societe, et ils
peuvent revoquer, modifier ou remettre en vigueur tout reglement de la Societe.
Ces reglements (sauf les reglements qui, en vertu des dispositions de la Loi,
doivent etre approuves et ratifies par les actionnaires avant d'entrer en
vigueur) et chaque revocation, modification ou remise en vigueur de ces
reglements, prennent effet a compter de la date de la resolution des
administrateurs et doivent etre soumis, des l'assemblee suivante, aux
actionnaires de la Societe qui



peuvent, par resolution ordinaire, les confirmer, les rejeter ou les modifier.
Advenant le rejet par les actionnaires ou advenant qu'ils ne soient pas ainsi
soumis aux actionnaires, ces reglements cessent d'avoir effet.

REGISTRES CORPORATIFS

RESOLU :

               Que les registres corporatifs suivants soient et ils sont, par
les presentes, adoptes comme registres corporatifs de la Societe:

               1.   Registre des actionnaires;
               2.   Registre des administrateurs;
               3.   Registre des valeurs mobilieres; et
               4.   Registre des transferts.

CONFIRMATION DES DIRIGEANTS

RESOLU:

               Que les personnes suivantes soient et elles sont, par les
presentes, confirmees au poste mis en regard de leur nom respectif:



                    Nom                   Poste
                    ---                   -----
                                    
               Jean Coutu              President
               Louis Michaud           Vice-president
               Gilles C. Lachance      Secretaire

........                                 .......                        .......

               Par les presentes, les reglements numerotes de premier a
treizieme inclusivement, les trois resolutions ayant trait respectivement a
l'adoption du sceau corporatif, l'adoption des registres corporatifs, la
confirmation des dirigeants sont adoptes tel que l'atteste la signature des
administrateurs de la Societe conformement a l'article 112(l) de la Loi sur les
societes commerciales canadiennes, ce 4ieme jour de mai 1979.


      /s/ Jean Coutu                             /s/ Louis Michaud
- --------------------------------           -------------------------------
         Jean Coutu                                 Louis Michaud

      /s/ Yvon Bechard                           /s/ Gilles C. Lachance
- --------------------------------           -------------------------------
         Yvon Bechard                               Gilles C. Lachance

                                 ADMINISTRATEURS

EX-3.88

                                                                    Exhibit 3.88

                          CENTRE D'INFORMATION RX LTEE
                            RX INFORMATION CENTRE LTD


RESOLUTION adopted by the directors of the Corporation, as of May 4, 1979.


*****                                 *****                                *****


ENACTMENT OF THE SPECIAL BY-LAW "B" (REPEAL OF THE GENERAL BY-LAWS)

             Be it resolved:

             That the following be and hereby is enacted as the special by-law
"B" of the Corporation.

                               SPECIAL BY-LAW "B"

                          REPEAL OF THE GENERAL BY-LAWS

             All general by-laws of the Corporation presently effective are
hereby repealed to be replaced with new general by-laws, as indicated hereafter.


ENACTMENT OF THE GENERAL BY-LAWS

             Be it resolved:

             That the following be and hereby is enacted as the general by-laws
of the Corporation, numbered from 1 to 13 inclusive:

                                 BY-LAW NUMBER 1

                                 INTERPRETATION

             Unless the context otherwise requires, the following terms and
expressions, when used in these by-laws of the Corporation, shall have the
following meanings:

             1.1 "director" means, regardless of his actual title, the holder of
such position, and the terms "directors" and "board of directors" shall include
a sole director;



             1.2 "Act" means the CANADA BUSINESS CORPORATIONS ACT (S.C. 1974-75,
ch. 33) and any act that may replace it, as amended from time to time;

             1.3 "by-laws" means the general by-laws of the Corporation,
numbered from 1 to 13 inclusive, and any other by-laws of the Corporation in
force from time to time;

             1.4 "Corporation" means the corporation incorporated under the name
CENTRE D'INFORMATION RX LTEE - RX INFORMATION CENTRE LTD by certificate of
incorporation pursuant to the Act;

             1.5 "articles" means the original or amended clauses governing the
incorporation, as well as any amendment, merger, continuation, reorganization or
other arrangement of the Corporation.

             Subject to the foregoing, the terms and expressions defined in the
Act shall have the same meanings when used in these by-laws.

             Words denoting the singular shall also include the plural and vice
versa, and words denoting the masculine gender shall also include the feminine
gender; and words designating a person shall also include corporations,
companies, partnerships and associations.

                                  BY-LAW NO. 2

                            NAME OF THE CORPORATION,
                      REGISTERED OFFICE AND CORPORATE SEAL

SECTION 1.   NAME

             The corporate name of the Corporation is CENTRE D'INFORMATION RX
LTEE - RX INFORMATION CENTRE LTD.

SECTION 2.   REGISTERED OFFICE

             The registered office and the principal place of business of the
Corporation shall be situated at 530 Beriault Street in the city of Longueuil in
the province of Quebec.

             In addition to its registered office and principal place of
business, the Corporation may establish and maintain such other offices, places
of business, subsidiaries and agencies within or outside Canada as the board of
directors may from time to time decide by resolution.



SECTION 3.   CORPORATE SEAL

             The corporate seal of the Corporation shall be in circular form and
the name of the Corporation as well as the year it was incorporated shall appear
thereon.

             The chairman of the board of directors, the president of the
Corporation, any vice-president, the secretary, the treasurer, any assistant
secretary, assistant treasurer or director, or such other officer of the
Corporation as the board of directors may designate and authorize for such
purpose from time to time, shall all and each of them shall be permitted to
affix the corporate seal of the Corporation to any document that may require it.

                                  BY-LAW NO. 3

                                  SHAREHOLDERS

SECTION 1.   ANNUAL MEETINGS

             The annual meeting of the shareholders of the Corporation shall be
held at such date (not later than fifteen (15) months following the preceding
annual meeting of the shareholders of the Corporation) as the directors may fix
from time to time by resolution.

             Annual meetings of the shareholders of the Corporation shall be
held at the registered office of the Corporation or elsewhere in Canada pursuant
to the resolution of the board of directors, or in any other place outside
Canada if all the shareholders of the Corporation entitled to vote thereat
consent thereto.

SECTION 2.   SPECIAL MEETINGS

             Special meetings of shareholders may be called from time to time
and at any time by the chairman of the board of directors, the president of the
Corporation or the managing director, or by resolution of the board of
directors, and shall be called where required in writing by the holders of not
less than five percent (5%) of the shares issued by the Corporation that carry
the right to vote thereat. Fractions of shares represented by certificates or
scrips in bearer form, if any, shall not be considered as issued and outstanding
for the purposes of determining such percentage. Each such resolution or
requisition shall state the business to be transacted at such future meeting and
each requisition shall be sent to each director and to the registered office of
the Corporation.

             The chairman of the board or, in his absence, the president of the
Corporation or, in his absence, the managing director shall, in the event that
such a



resolution is passed or requisition is received, cause the meeting to be called
forthwith by the secretary of the Corporation pursuant to the terms of such
resolution or requisition. If the secretary of the Corporation fails to call the
meeting within twenty-one {21) days following the adoption of the resolution or
receipt of the requisition, any director may call the meeting or such meeting
may be called by any signatory of the requisition in accordance with and subject
to the provisions of the Act.

             Special meetings of shareholders shall be held at the registered
office of the Corporation or elsewhere in Canada pursuant to the resolution of
the board of directors, or anywhere outside Canada if all the shareholders of
the Corporation entitled to vote thereat consent thereto.

SECTION 3.   NOTICE OF MEETINGS

             A notice specifying the date, time and place of an annual meeting
and special meeting of the shareholders shall be sent by prepaid mail to each
shareholder entitled to vote at such meeting, at such shareholder's last address
as shown in the registers of the Corporation, and to each director and to the
auditor of the Corporation, not less than twenty-one (21) days and not more than
fifty (50) days before the meeting, and neither the day on which notice is
served or sent (TERMINUS A QUO) nor the day on which the meeting is held
(TERMINUS AD QUEM) shall be counted for the purposes of determining the time for
calling the meeting.

             In the case of joint shareholders, notice shall be given to the
shareholder whose name first appears in the registers of the Corporation and
notice so given shall constitute sufficient notice to each of the joint
shareholders.

             A shareholder and any other person entitled to attend a meeting of
the shareholders may waive notice of the meeting in any manner before or after
the meeting is held, and the attendance of such shareholder or other person at
the meeting constitutes a waiver of notice, except where he attends for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called.

             Notice of a meeting of the shareholders at which special business
is to be transacted shall state:

             (a) the nature of such business in sufficient detail to permit the
             shareholders to form a reasoned judgement thereon; and

             (b) the text of any special resolution to be submitted to the
             meeting.

             All business to be transacted at a special meeting of the
shareholders or at an annual meeting of the shareholders, except for
consideration of the financial statements and auditor's report thereon, the
reappointment of the incumbent auditor and the election of directors, is deemed
to be special business.



             Simple irregularities in the notice or in the manner in which
notice is given or the accidental omission to give notice of any meeting to a
shareholder or the non-receipt of any notice by a shareholder shall not
invalidate any actions taken at such meeting.

SECTION 4.   CHAIRMAN OF THE MEETING

             The chairman of the board or, in his absence, the president of the
Corporation or, in his absence, any vice-president who is a member of the board
of directors (such vice-president to be designated by the meeting if more than
one such vice-president is present) shall preside at any meeting of the
shareholders. If the chairman of the board, the president of the Corporation and
such vice-presidents are absent or decline to act, the persons present may
choose one of their number to act as chairman of the meeting. In the case of an
equality of votes, the chairman of a meeting of the shareholders shall have a
second or casting vote in respect of any matter submitted to a vote at the
meeting.

SECTION 5.   QUORUM, VOTE AND ADJOURNMENT

             A person actually present and having the right to vote at the
meeting in question, either personally or as authorized proxy of a shareholder
and representing, on his own behalf, by proxy or as an authorized agent of a
legal entity or an association, not less than fifty-one percent (51%) of the
shares of the share capital of the Corporation issued and outstanding and
carrying the right to vote at such meeting, constitutes the quorum at annual
meetings of the shareholders and special meetings of the shareholders of the
Corporation.

             The acts of the holder or holders of a majority of shares thus
represented and carrying the right to vote at such meeting shall be deemed to be
the acts of all the shareholders, except where the vote or consent of a number
of shareholders greater than the majority is required by the Act or the articles
or by-laws of the Corporation. Subject to the foregoing, the vote of the holder
or holders of a majority of shares represented at any annual meeting and
carrying the right to vote at such meeting is sufficient to lawfully ratify any
prior act of the board of directors and of the officers of the Corporation.

             If no quorum is present at the commencement of a meeting of the
shareholders, the meeting, if called at the requisition of shareholders, shall
be adjourned. In any other case, any persons present in person and entitled to
be counted for the purpose of constituting a quorum may adjourn the meeting to
such date, time and place as they may determine by resolution.

             Notice of the adjournment of a meeting to a date less than thirty
{30) days later shall be given by an announcement made at the original meeting.



             Notice of a meeting adjourned by one or more adjournments for an
aggregate of thirty (30) days or more shall be given in the manner and in the
period set forth under section 3 of this By-law No. Three.

             The quorum at the second or adjourned meeting shall consist solely
of such person or persons as are physically present and entitled to vote
thereat.

             Any business which could lawfully have been transacted at the
original meeting may be transacted at such second or adjourned meeting.

SECTION 6.   RIGHT TO VOTE

             Any body corporate or association holding shares in the share
capital of the Corporation carrying the right to vote at any meeting of the
shareholders of the Corporation or at any meeting of a particular category of
shareholders of the Corporation, may act and vote at such meeting through a duly
authorized representative, who need not be a shareholder of the Corporation.

             At any meeting of the shareholders, each shareholder who is present
at such meeting and entitled to vote thereat (including the authorized
representative of a body corporate or association who is present in person) is
entitled to one (1) vote on a show of hands and, if voting by secret ballot,
each shareholder present in person or represented by proxy, including the
authorized representative of a body corporate or an association present in
person or represented by proxy, is entitled to one (1) vote for each share
carrying the right to vote at the meeting and registered in his name (or in the
name of the relevant body corporate or association) in the registers of the
Corporation, unless the articles of the Corporation prescribe another form of
vote, in which case voting shall be pursuant to such other form.

             A shareholder or a proxyholder of a shareholder, including the
authorized representative of a body corporate or an association, may demand a
secret ballot in respect of any matter to be submitted to a vote of the
shareholders.

             At a meeting of the shareholders, shareholders entitled to vote,
including a body corporate or an association, may vote by written proxy where
the vote is held by secret ballot. The same principle applies to the authorized
representative of a body corporate or an association if he is duly authorized to
do so by such body corporate or association.

             In the case of joint shareholders, the vote of the most senior of
such joint shareholders, either in person or by proxy, shall be accepted to the
exclusion of the vote of any other joint holder of the same shares and, for the
purposes of this paragraph, "most senior of such joint shareholders" shall mean
the holder whose name first appears in the registers of the Corporation.



SECTION 7.   PROXY AND SOLICITATION OF PROXIES

             Any shareholder entitled to vote at a meeting of the shareholders
may, by proxy, appoint a proxyholder and several alternate proxyholders, who
need not be shareholders, for the purpose of attending such meeting and acting
thereat within the limits prescribed by the proxy.

             The instrument appointing a proxyholder shall be in writing and
executed by the shareholder or his agent authorized in writing or, if the
shareholder is a body corporate, either under its seal and by an officer thereof
or by an agent duly authorized. A proxy is valid only at the meeting in respect
of which it is given or any adjournment thereof.

             A shareholder may revoke a proxy by tendering a written instrument
signed by him or by his agent authorized in writing, at the registered office of
the Corporation until the last business day inclusive preceding the relevant
meeting, or at the adjournment thereof, or by delivering the same to the
chairman of the meeting upon the commencement of the meeting or the adjournment
thereof.

             The directors may, in the notice of meeting, specify a closing date
for the tender of proxies to the Corporation or to the agent thereof, which
closing date shall not precede the commencement of the meeting or the
adjournment thereof by more than forty-eight (48) hours, not including Saturdays
and holidays.

             If the Corporation has fifteen (15) or more shareholders, counting
joint shareholders as single shareholders, the management, when giving notice of
any meeting of the shareholders, shall send a proxy form and management proxy
circular in the form prescribed by the Act, to the auditor of the Corporation,
to the relevant shareholders and to the Director under the Act.

             Subject to the provisions of the Act regarding the solicitation of
proxies, an instrument appointing a proxyholder may be in the form set out
below, but shall provide only for the appointment of the proxyholder and, if
applicable, the revocation of a prior instrument appointing a proxyholder:

                                      PROXY

TO ALL WHO SHALL SEE THESE PRESENTS,

I, the undersigned, ______________ of ______________, being the registered
holder of ______________ (__________) shares issued and outstanding of the share
capital of CENTRE D'INFORMATION RX LTEE - RX INFORMATION CENTRE LTD do hereby
appoint ______________, of ______________, or failing him, ______________ of
______________, as the proxyholder of the undersigned, to attend



and vote to the extent of the number of votes to which I am now entitled or may
be entitled, and otherwise to act for and on behalf of the undersigned and in
his stead at the (special or annual) meeting of the shareholders of the
Corporation, to be held at ______________, Province of Quebec, Canada, on the
_______ day of ____________ 19__ at _____ a.m. / p.m. and at any adjournment or
adjournments thereof, as fully as the undersigned would or could do if the
undersigned were present in person, with full power of substitution and
revocation, for the purpose of ______________ and (if applicable) I hereby
revoke any prior proxy given to ______________ on the _______ day of
____________ 19__.

             And I hereby approve, ratify and confirm any action that my
proxyholder or alternate proxyholder may legally take or cause to be taken, for
and on my behalf and in my stead hereunder.


MADE AND SIGNED IN THE CITY OF ______________, Province of ______________,
Canada, on this the _______ day of ____________ 19__.

IN THE PRESENCE OF:


                    -----------------    ----------------------
                          Witness              Shareholder


SECTION 8.   SCRUTINEERS

             The chairman of a meeting of the shareholders may appoint one (1)
or more persons (who need not be shareholders) to act as scrutineer or
scrutineers at such meeting.

SECTION 9.   SHAREHOLDER ADDRESSES

             Every shareholder shall provide the Corporation with an address to
which or at which notices intended for such shareholder may be sent or served,
failing which, notices may be sent to such shareholder at any address then
appearing in the registers of the Corporation. If no address appears in the
registers of the Corporation, notices shall be sent to such address as the
sender of the notice considers the most likely to reach the intended recipient
as soon as possible.

SECTION 10.  PURPOSES OF MEETING

             Annual meetings of the shareholders shall be called for the
following purposes:

             (a) opening the meeting;



             (b) reading the notice of meeting, if any, and determining that it
             has been duly given or waived;

             (c) determining that a quorum exists;

             (d) reading the minutes of the last annual meeting and any special
             meetings of the shareholders held thereafter, and approving the
             same, if applicable;

             (e) presenting the directors' annual report, if any;

             (f) presenting the balance sheet, statement of retained earnings,
             statement of income and expenses and statement of changes in
             financial position;

             (g) discussing the auditor's report, if any, and the financial
             statements and approving the same, if applicable;

             (h) electing the directors;

             (i) appointing the auditor and determining his remuneration;

             (j) approving, ratifying, and confirming the enactment, repeal or
             amendment of the by-laws, if any, to the extent that reference
             thereto was made in the notice of meeting;

             (k) approving, ratifying, and confirming the acts, decisions and
             resolutions of the directors and/or officers since the last annual
             general meeting, to the extent that reference thereto was made in
             the notice of meeting;

             (l) any other matters, provided that reference thereto was made in
             the notice of meeting; and

             (m) adjourning the meeting.

SECTION 11.  RESOLUTIONS

             All proposals or resolutions of the shareholders shall be adopted
at meetings duly called. However, except where calling shareholders to a meeting
is required by the Act, the signature of all the shareholders of the Corporation
entitled to vote, on any document (which may be signed in counterparts)
constituting a proposal or resolution which could be passed by the shareholders,
shall confer upon such proposal or resolution the same value and effect as if it
had been passed by the shareholders entitled to vote on such resolution at a
meeting duly called and held for such purpose.



SECTION 12.  MEETING OF SOLE SHAREHOLDER

             If the Corporation has only one shareholder or only one holder of a
category or series of shares, meetings may be held by such shareholder or his
proxyholder.

                                  BY-LAW NO. 4

                               BOARD OF DIRECTORS

SECTION 1.   NUMBER OF DIRECTORS

             The board of directors of the Corporation is comprised of four (4)
directors.

SECTION 2.   CAPACITY AND TERM OF OFFICE

             Unless otherwise provided hereunder, each director shall be elected
by a majority of votes cast at the annual meeting of the shareholders. The vote
to elect the directors of the Corporation need not be by secret ballot, unless a
person present and entitled to vote at the meeting where such election takes
place demands that a ballot vote be held. Each director so elected shall remain
in office until his successor is elected, unless such director resigns or is
unable to act, either as a result of death or removal or for any other cause.

             The position of director shall become vacant automatically upon the
occurrence of any of the following events:

             a) if he becomes bankrupt or makes an authorized assignment of his
             assets for the benefit of his creditors in general, or becomes
             insolvent; or

             b) if he is declared incompetent or is feeble-minded or is declared
             insane.


             The board of directors of the Corporation shall be comprised of a
majority of Canadian residents.

SECTION 3.   GENERAL POWERS OF DIRECTORS

             The directors of the Corporation shall manage the business and
internal affairs of the Corporation and may enter into all manner of agreements
permitted by law on behalf of the Corporation and, except as otherwise provided
below, may generally exercise such other powers and do such other things as the
Corporation is



authorized to exercise or do under its articles or on any other basis.

             Without limiting in any way the generality of the foregoing, the
directors are expressly authorized, at any time, to purchase, rent or otherwise
acquire, alienate, sell, exchange or otherwise dispose of the shares,
securities, rights, securities in bearer form, options and other assets, land,
buildings or other movable or immovable, real or personal or mixed, tangible or
intangible property as well as any rights and interests therein, at such price
and upon such terms and conditions as they see fit.

             Any action taken at a meeting of directors or by any person acting
as director shall be as valid as if the directors or such other person, as the
case may be, had been duly elected and authorized to act as directors of the
Corporation, so long as no successor has been duly elected or appointed, even if
the election of the directors or of such other person acting as director is
subsequently revealed to have been defective, or that one or more directors were
not authorized to act.

SECTION 4.   POWER TO ALLOT SHARES AND GRANT OPTIONS

             The shares of the Corporation are at all times under the control of
the directors who, subject to the Act and the articles of the Corporation, may,
from time to time, by resolution, accept subscriptions for, allot, distribute
and issue, in whole or in part, unissued shares of the Corporation, or otherwise
dispose thereof in any way or manner whatsoever and grant options thereon, to
such directors, persons, firms, companies or corporations, and upon such terms
and conditions, and for such consideration (in accordance with the Act or the
articles of the Corporation) and at such time as they may prescribe in the
resolution relating thereto.

SECTION 5.   POWER TO DECLARE DIVIDENDS

             The directors may, from time to time, subject to the Act, declare
and pay such dividends as they see fit, out of the funds available for such
purpose, to the shareholders according to their respective rights and interest
in the Corporation.

             Before declaring a dividend or making any distribution of profits,
the directors may set aside, out of the profits of the Corporation, such amounts
as they deem appropriate as a reserve or reserves to be used for any purpose for
which the profits of the Corporation may lawfully be used .

             The directors may, by resolution, stipulate that the amount of any
dividend that may lawfully be declared by them be paid, in whole or in part, in
shares of the share capital of the Corporation, and, for such purpose, may
authorize the allotment, distribution and issuance of shares of the share
capital of the Corporation as fully paid-up shares.

             A dividend may be paid by cheque or money order made payable to the
shareholder or other person entitled thereto, and mailed to such shareholder's
or other



person's last address as it appears in the registers of the Corporation or, in
the case of joint shareholders, to such joint shareholder whose name first
appears in the registers of the Corporation, and the sending of such a cheque or
money order shall constitute payment thereof, unless the cheque or money order
is not paid upon presentation.

SECTION 6.   DATE OF MEETINGS AND NOTICE

             A meeting, called "annual meeting", of the new directors then
present shall be held immediately following the first meeting of the
shareholders and, subsequently, immediately following each annual meeting of the
shareholders, without the requirement to give notice thereof, on the condition
that such directors constitute a quorum, for the purpose of appointing the
officers of the Corporation and transacting such other business as may arise.

             Regular meetings of the board of directors may be held anywhere
within or outside Canada, at such date and time and upon such notice, if any, as
the board of directors may, from time to time, determine by resolution. A copy
of the resolution of the board of directors fixing the date and place of such
regular meetings shall be sent to each director immediately after the adoption
thereof, but no other notice shall be required for a regular meeting, except
where the Act requires that the purpose of the meeting and the business to be
transacted thereat be specified.

             Any meeting of the board of directors that has not been called in
accordance with the preceding provisions of this section is a special meeting.

             Special meetings of the board of directors may be called at any
time by the chairman of the board, the president of the Corporation, the
managing director or two (2) directors. A notice specifying the date, time and
place of such meeting shall be served upon each director or left at his place of
residence or regular place of business or sent by prepaid mail, telegram or
cablegram to his address as it appears in the registers of the Corporation, not
less than forty-eight (48) hours before the meeting. If the address of a
director does not appear in the registers of the Corporation, the notice shall
be mailed to such address as the sender thereof considers the most likely to
reach the relevant director promptly. A special meeting so called may be held at
the registered office of the Corporation or in such other place within or
outside Canada as is approved by resolution of the directors.

             Whenever the chairman of the board, the president of the
Corporation or the managing director considers, at his discretion, that an
urgent meeting of the directors must be called, he may give notice thereof in
writing or verbally, by telegram, telephone or otherwise, not less than one (1)
hour before the meeting, and such notice shall be valid for the purposes of the
meeting called in such circumstances.

             Special meetings of the board of directors may be held at any time,
date and place and for any purpose, without notice, when all directors are
present or when such directors as are absent have waived notice of such meeting
in writing. A director



may waive notice of any meeting before or after the meeting is held, and
attendance by a director at a meeting of directors shall constitute a waiver of
notice, except where such director attends for the express purpose of objecting
to the transaction of business on the grounds that the meeting is not lawfully
called.

             A director may, with the consent of all the directors, participate
in a meeting of the board of directors or of a committee of the board, by such
technical means, including by telephone, as permit all the participants to
communicate orally with one another, and a director participating in a meeting
by such means shall be deemed to be present at that meeting.

SECTION 7.   CHAIRMAN OF THE MEETING

             The chairman of the board or, in his absence, the president of the
Corporation or, in his absence, the managing director or, in his absence, any
vice-president who is a member of the board of directors (such vice-president to
be designated by the meeting if more than one such vice-president is present)
shall preside at the meeting of directors. If the chairman of the board, the
president of the Corporation, the managing director or such vice-presidents are
absent or decline to act, the persons present may choose one of their number to
act as chairman of the meeting. The chairman of a meeting of the board of
directors is entitled to vote as a director on any matter submitted to the vote
at the meeting, but shall not have a second or casting vote in the case of an
equality of votes.

SECTION 8.   QUORUM

             Subject to Act, the directors may, from time to time, by
resolution, fix the quorum for the meetings of the board of directors, but,
until such time as a quorum has been fixed, two (2) of the directors in office
from time to time shall constitute a quorum.

             A meeting of the board of directors at which there is a quorum,
provided that such quorum consists of a majority of Canadian residents, is
authorized to exercise any and all mandates, powers and discretions attributed
to or recognized as belonging to the directors under the Act, the articles or
the by-laws of the Corporation, notwithstanding any vacancy on the board.

             Notwithstanding the foregoing, directors may transact business even
in the absence of a majority of Canadian residents:

             (a) if a Canadian resident who is among the directors absent
             approves the transactions in writing, by telephone or by any other
             means of communications, and

             (b) if the presence of such director would have caused the required
             majority to be constituted.



             The questions raised at any meeting of the directors are resolved
by the affirmative vote of a majority of directors present.

SECTION 9.   REMOVAL OF DIRECTORS

             A director may be removed with or without cause by ordinary
resolution passed at a special meeting of the shareholders called for such
purpose, and may be replaced by another duly qualified person elected by
resolution passed at that same meeting. The person so elected shall remain in
office only for such time as remains in the term of the director being replaced.

SECTION 10.  VACANCIES AND ADDITIONAL DIRECTORS

             Except for a vacancy resulting from the failure to elect the fixed
number or minimum number of directors required by the articles of the
Corporation or from an increase in such number, the directors then in office,
provided they form a quorum, may fill the vacancies on the board. Any director
so elected shall, subject to the provisions of section 9 of this by-law, remain
in office for the remainder of his predecessor's term and may then be
re-elected, provided that at no time shall the board of directors exceed the
legally fixed number of directors.

             If the directors then in office do not form a quorum or if the
vacancy is the result of the failure to elect the fixed number or minimum number
of directors required by the articles of the Corporation or the result of an
increase in such number, the directors in office shall then call, as soon as
possible, a special meeting of the shareholders for the purpose of filling such
vacancy. If the directors fail to call a special meeting of the shareholders or
if no director is then in office, any shareholder of the Corporation may call
such a meeting.

             A director may tender his resignation at any meeting of directors
and the other directors may, at the same meeting, accept such resignation and
immediately fill the vacancy thereby created.

SECTION 11.  REMUNERATION OF THE DIRECTORS

             Each director shall receive such remuneration as the board of
directors may determine from time to time by resolution.

             The directors have the right to be reimbursed by the Corporation
for any reasonable travel expenses (including hotel costs and incidental
expenses) that they may incur to attend meetings of the directors or of the
shareholders or that they may otherwise incur in the ordinary course of business
of the Corporation.

             Any director who performs special services for the Corporation upon
demand may receive such additional remuneration as the directors may determine.



SECTION 12.  BY-LAWS AND RESOLUTIONS

             All by-laws and resolutions of the directors shall be passed at
meetings that have been duly called. However, the signature of all the directors
of the Corporation appearing at the bottom of any document (which may be
executed in counterparts) constituting a by-law or a resolution which could be
passed by the directors at a meeting shall confer upon such by-law or resolution
the same value and effect as if such by-law or resolution had been passed by the
unanimous vote of the directors at a meeting duly called and held.

SECTION 13.  SOLE DIRECTOR

             Where the Corporation has only one director, such director may
lawfully hold meetings.

                                  BY-LAW NO. 5

                                   COMMITTEES

SECTION 1..  COMMITTEE OF DIRECTORS

             The directors of the Corporation may appoint, from among their
number, a committee of directors, however designated, and delegate to such
committee any of the powers vested in them, except for such powers as a
committee of directors may not exercise under the Act. The members of such
committee shall be a majority of Canadian residents.

SECTION 2.   OPERATING PROCEDURE

             Subject to the provisions of the last paragraph of section 6 of
By-law No. 4, the powers of the committee of directors may be exercised by a
meeting at which a quorum is present or by a written resolution signed by all
the members of the committee who would have been entitled to vote on such
resolution at a meeting of the committee. The meetings of the committee may be
held anywhere within or outside Canada.

SECTION 3.   ADVISORY COMMITTEES

             The directors of the Corporation may, from time to time, appoint
such other committees as they deem appropriate, provided that such other
committees shall be advisory only.



SECTION 4.   PROCEDURE

             Unless otherwise decided by the directors, each committee has the
power to fix its quorum to any number, provided that it shall not be less than a
majority of its members, and to elect its chairman and determine its procedure.

                                  BY-LAW NO. 6

                                    OFFICERS

SECTION 1.   MANAGEMENT

             The management of the Corporation is comprised of a president and
of one or more vice-presidents (one of whom may be appointed executive
vice-president), a treasurer and a secretary. The chairman of the board, one or
more other vice-presidents, one or more assistant secretaries or assistant
treasurers or a managing director may also be appointed members of management.

             Such officers shall be appointed by the board of directors at its
first meeting following the first meeting of the shareholders and, subsequently,
at the first meeting of the board of directors following each annual meeting of
the shareholders, and such officers of the Corporation shall remain in office
until such time as their successors have been chosen and appointed to replace
them. Other officers may also be appointed where the board of directors deems it
necessary from time to time.

             In addition to the duties set forth in the by-laws, such officers
shall duly perform such other duties as the board of directors may prescribe
from time to time. One person may hold more than one (1) position. The officers
of the Corporation need not be shareholders or directors of the Corporation,
with the exception of the chairman of the board and the managing director.

SECTION 2.   CHAIRMAN OF THE BOARD

             The chairman of the board is chosen from among the directors. The
chairman of the board shall preside at all the meetings of the shareholders and
all meetings of the board of directors, and shall have such other powers and
duties as the board of directors may, from time to time, assign to him by
resolution, subject to the Act.

SECTION 3.   PRESIDENT OF THE CORPORATION

             The president, in the absence of the chairman of the board, shall
preside at all meetings of the shareholders and meetings of the board of
directors. The president of the Corporation is the principal officer of the
Corporation and, if no managing director is appointed, he shall exercise general
control and supervision of the



business of the Corporation. He shall have such other powers and duties as the
board of directors may, from time to time, assign to him by resolution, subject
to the Act.

SECTION 4    VICE-PRESIDENT OR VICE-PRESIDENTS

             The vice-president or vice-presidents, whether or not they are
chosen from among the directors, shall have such powers and exercise such
functions as the board of directors may, from time to time, assign to them by
resolution. In the event of the absence or incapacity of the chairman of the
board, the president of the Corporation and the managing director, the
vice-president appointed to the position of executive vice-president or any
other vice-president designated by the chairman of the board, the president of
the Corporation or the managing director, may exercise the powers and functions
of chairman of the board, president of the Corporation and managing director,
and where such vice-president exercises any of the powers or functions of the
chairman of the board, the president of the Corporation or the managing
director, the absence or incapacity of the chairman of the board, the president
of the Corporation or the managing director, as the case may be, shall be
presumed.

SECTION 5.   TREASURER AND ASSISTANT TREASURERS

             The finances of the Corporation are under the express supervision
of the treasurer. The treasurer deposits the monies and other assets of the
Corporation on behalf and to the account of the Corporation, with such banks,
trust companies or other depositaries as the board of directors may designate
from time to time by resolution. Upon request by the board of directors, the
treasurer shall render account to the board of directors in respect of the
financial situation of the Corporation and all transactions effected by him in
his capacity as treasurer and, as soon as possible after the end of each fiscal
year, the treasurer shall prepare a report on the fiscal year just ended and
submit the same to the board of directors. The treasurer is responsible for the
custody, filing and keeping of all books and records and other documents which,
pursuant to the laws governing the Corporation, shall be held by the
Corporation. The treasurer shall perform all other duties specific to his
function as treasurer, as well as such other duties as the board of directors
may assign to him from time to time by resolution, subject to the Act.

             Assistant treasurers may exercise such functions of the treasurer
as the board of directors or the treasurer himself may assign to them from time
to time, subject to the Act.

SECTION 6.   SECRETARY AND ASSISTANT SECRETARIES

             The secretary shall give and cause to be served all the notices of
the Corporation and shall draft and keep the minutes of all meetings of the
shareholders and meetings of the board of directors and committees of directors,
in one or more registers intended for such purpose. The secretary is responsible
for the safekeeping of the corporate seal of the Corporation. He is responsible
for the registers of the Corporation, including the registers in which are
entered the names and addresses of the shareholders



and members of the board of directors, along with copies of all reports prepared
by the Corporation and such other books and documents as the board of directors
may order or assign. The secretary is responsible for the safekeeping and
production of all books, reports, certificates and other documents, the
safekeeping and production of which is required by the Act. He shall fulfil all
other duties relating to his functions, as well as such other duties as the
board of directors may assign to him from time to time, by resolution, subject
to the Act.

             Assistant Secretaries may perform such duties of the secretary as
the board of directors or the secretary himself may assign from time to time,
subject to the Act.

SECTION 7.   SECRETARY-TREASURER

             Where the secretary also performs the duties of the treasurer, he
may, at the discretion of the board of directors, be designated as "secretary
treasurer".

SECTION 8.   MANAGING DIRECTOR

             The directors may, from time to time, appoint a managing director
from among their number, provided that such managing director is a Canadian
resident. The managing director shall manage the business and internal affairs
of the Corporation under the supervision of the board of directors, and shall
exercise such powers as the board of directors may generally or specifically
delegate to him from time to time by resolution, subject to the Act.

SECTION 9.   REMOVAL

             The board of directors may, by resolution, remove and dismiss any
officer or employee of the Corporation or any member of management, with or
without cause, at a meeting called for such purpose, and elect or appoint
another in his stead. Any officer or employee of the Corporation who is not a
member of management or of the board of directors may also be removed and
dismissed, with or without cause, by the chairman of the board, the president of
the Corporation, any vice-president or the managing director. However, if
removal or dismissal is without cause and there is a specific contract
overriding the provisions of this section, removal shall be in accordance with
the provisions of such contract.

SECTION 10.  REMUNERATION

             The remuneration of all the members of the management of the
Corporation and the other officers of the Corporation shall be determined from
time to time by resolution of the board of directors.



                                  BY-LAW NO. 7

                                   SECURITIES

SECTION 1.   SECURITIES CERTIFICATES

             Certificates representing the securities of the Corporation shall
be in a form approved by the board of directors. Such certificates shall be
signed by the president of the Corporation or any vice-president and the
secretary or assistant secretary of the Corporation, provided that the signature
of the president of the Corporation or any vice-president may also be engraved,
lithographed or mechanically reproduced in any other way on the certificates
and, if the Corporation has appointed a transfer agent, the signature of the
secretary or assistant secretary may also be engraved, lithographed or
mechanically reproduced in any other manner on the certificates. All
certificates so signed are deemed to have been signed by hand by such officers
and are, for all intents and purposes, as valid as if they had been signed by
hand, even where the persons whose signatures are reproduced in this manner have
ceased to be officers of the Corporation upon the issuance of the certificates
or at the date inscribed thereon.

             As regards securities in bearer form, if any, reference is made to
any by-law adopted from time to time in regard thereto.

SECTION 2.   SECURITIES REGISTERS

             A central securities register shall be maintained at the registered
office of the Corporation or any other place in Canada designated by the
directors, and one or more local securities registers may be maintained within
or outside Canada, at such place as the directors may designate from time to
time by resolution. Such central securities register and local securities
registers shall be kept by the secretary or such other officer as may
specifically be tasked therewith or such other agent as the board of directors
may appoint for such purpose by resolution, if required.

             Subject to the provisions of any by-law that may be passed
regarding the issuance of securities in bearer form, the names, in alphabetical
order, and the last known address of persons who hold or have held securities
issued by the Corporation, the number of securities held by each of them, and
the date and conditions of issuance and transfer of each security, shall be
entered into the central securities register. A local securities register of the
securities issued or transferred locally and the terms and conditions of each
issuance or transfer of a security registered in a local securities register
shall also be entered in the central securities register.

             Subject to the aforementioned by-law, any reference to the issuance
or transfer of a security of the Corporation in any of the registers shall
constitute a full and valid registration thereof. All securities of the
Corporation are, subject to such by-law, transferable in the central securities
register or in a local securities register, regardless



where the certificate representing the securities being transferred was issued.

             Such registers shall be open to inspection by shareholders and
creditors of the Corporation and their agents and legal representatives during
normal business hours, every day except Sundays and statutory holidays, at such
place or places as the directors have authorized such registers to be kept
respectively, in accordance with the provisions of this by-law, and each such
shareholder or creditor of the Corporation or their agents and legal
representatives may take extracts thereof without charge.

             Subject to the provisions of any by-law regarding the issuance of
securities in bearer form, a transfer of the securities of the Corporation shall
not be valid and shall not be entered on the central securities register or a
local securities register unless the certificates representing the securities
being transferred have been tendered or cancelled.

SECTION 3.   RECORD DATE

             The board of directors may, from time to time and at any time, fix
in advance a date as the record date for the determination of the shareholders
entitled to receive notice of a meeting of the shareholders, but such record
date shall not precede by more than fifty (50) days or by less than twenty-one
(21) days the date on which the meeting is held.

             The board of directors may also, from time to time and at any time,
within the fifty (50) days preceding the relevant procedure, fix in advance a
final registration date as the record date for the determination of the
shareholders entitled:

             a) to receive dividends;

             b) to share in the distribution resulting from liquidation; or

             c) for any other purpose, except as regards the right to receive
             notice of a meeting or vote thereat.

             A notice of any record date so selected shall be given not later
than seven (7) days prior to such record date, by publication in a newspaper
published or distributed at the place where the registered office of the
Corporation is situated, and at every place in Canada where the Corporation has
a transfer agent or at which a transfer of its shares may be registered, and in
writing to each Canadian stock exchange where the Corporation's shares are
listed, as the case may be.

             Only such shareholders whose names appear in the register on the
record date fixed as aforesaid may exercise the rights referred to above,
provided that, if a shareholder has not received a notice of meeting, such
shareholder is not precluded from exercising his right to vote at such meeting.



SECTION 4.   REGISTRARS AND TRANSFER AGENTS

             The board of directors may, from time to time, by resolution,
appoint or replace the registrars and transfer agents for the securities of the
Corporation and generally make by-laws governing the transfer of the securities
of the Corporation. All securities certificates of the Corporation issued after
such appointment shall be countersigned by one of such registrars or transfer
agents, failing which, they shall be null and void.

SECTION 5.   LOST, DESTROYED OR DEFACED CERTIFICATES

             The board of directors shall order that a new certificate for the
securities of the Corporation be issued to replace any certificate previously
issued by the Corporation which has been defaced, lost, destroyed or stolen if
the owner:

             a) so requires before being notified of the acquisition of such
             security by a good faith purchaser;

             b) provides the Corporation with a sufficient guarantee; and

             c) meets any other reasonable requirement prescribed by the
             Corporation.

SECTION 6.   RESTRICTIONS ON SECURITIES AND SHAREHOLDERS

             The securities and shareholders of the Corporation are subject to
such restrictions, if any, as are or may be set forth in respect thereof in the
articles of the Corporation.

                                  BY-LAW NO. 8

                         FISCAL YEAR, ACCOUNTS AND AUDIT

SECTION 1.   FISCAL YEAR

             The fiscal year of the Corporation shall end on May 31st of each
year.

SECTION 2.   ACCOUNTS

             The directors shall cause proper books of accounts to be kept in
respect of all monies received and expended by the Corporation, the purposes for
which such amounts are received and expended, all sales and purchases of
property by the Corporation, all assets and liabilities of the Corporation and
all other transactions relating to the financial situation of the Corporation.



             The books of accounts shall be kept at the registered office of the
Corporation or at such other place as the directors deem appropriate and such
books of accounts may be examined by the directors at all reasonable times.

             If the books of accounts of the Corporation are kept outside
Canada, then sufficient accounting records shall be kept at the registered
office or in another office in Canada to permit the directors to verify the
financial situation of the Corporation on a quarterly basis and with
sufficiently reasonable accuracy.

SECTION 3.   AUDIT

             The appointment, rights and duties of the auditor or auditors of
the Corporation are governed by the Act. The books and records of the
Corporation shall be examined not less often than once every fiscal year and the
accuracy of the statements of income and expenses and balance sheet shall be
certified by such auditors or auditors.

                                  BY-LAW NO. 9

                  CONTRACTS, CHEQUES, BANK DRAFTS AND ACCOUNTS

SECTION 1.   CONTRACTS

             All deeds, documents, transfers, contracts, undertakings,
obligations, debentures and other instruments to be signed by the Corporation
shall be signed by the chairman of the board or the president of the Corporation
or a vice-president or the managing director, or by a director and countersigned
by the secretary or treasurer or an assistant secretary or assistant treasurer
or another director of the Corporation. The board of directors may, from time to
time, by resolution, authorize other persons to sign on behalf of the
Corporation. Such authority may be general or limited to a specific case. Except
as aforesaid or as otherwise provided in the by-laws of the Corporation, no
director, officer, representative or employee of the Corporation has the power
or the authority to bind the Corporation by contract or otherwise, or to borrow
funds on the credit of the Corporation.

             Subject to the Act, the Corporation may enter into a contract or
transact business with one or more directors or officers of the Corporation, or
with any firm of which one or more of the directors or officers of the
Corporation are members or employees, or with any other company or corporation
of which one or more directors or officers of the Corporation are shareholders,
directors, officers or employees.

             Any director or officer of the Corporation who is a party to a
material contract or proposed contract with the Corporation or who is a director
or officer of a body corporate that is a party to a material contract or
proposed contract or who has



material interests in such a body corporate shall disclose in writing to the
Corporation or require that be entered into the minutes of the meetings of
directors the nature and scope of his interests, at the time and in the manner
provided under the Act, and such director shall abstain from voting on any
resolution involving the approval of the contract, except as provided under the
Act.

SECTION 2.   CHEQUES AND BANK DRAFTS

             All cheques, bills of exchange and other money orders, promissory
notes or debt instruments issued, accepted or endorsed on behalf of the
Corporation shall be signed by a director, officer or representative or by
directors, officers or representatives of the Corporation in such manner as the
board of directors shall determine from time to time by resolution. Any
director, officer or representative of the Corporation acting alone may endorse
promissory notes and bank drafts to be collected for the account of the
Corporation through its bankers, and may endorse promissory notes and cheques
for deposit in the bank of the Corporation to the account of the Corporation.
Such commercial papers may also be endorsed "for collection" or "for deposit" at
the Corporation's bank by using the stamp of the Corporation intended for this
purpose. Any director, officer or representative appointed for this purpose may
arrange, settle, verify and certify all books, records and accounts between the
Corporation and its bankers, and may receive all cancelled cheques and vouchers
and sign all verification forms, release forms and bank checklists.

SECTION 3.   DEPOSITS

             The funds of the Corporation may, from time to time, be deposited
to the account of the Corporation in such banks or trust companies as the board
of directors may approve from time to time by resolution.

SECTION 4.   CUSTODY OF SECURITIES

             The securities of the Corporation shall be lodged with one or more
bankers, trust companies or other financial institutions in Canada, the United
States of America or such other places as are designated by the board of
directors. All securities so lodged shall be withdrawn from time to time but
only by written order of the Corporation, signed by such director, officer or
representative or by such directors, officers or representatives and in such
manner as the board of directors shall determine from time to time by
resolution. Such authority may be general or limited to a particular case. Any
financial institution so selected as custodian by the board of directors is
entirely protected when acting in accordance with the instructions of the board
of directors and shall in no way be responsible for the manner in which
securities so removed from custody, or the proceeds thereof, are disposed of.



                                  BY-LAW NO. 10

                                  DECLARATIONS

             The chairman of the board, the president of the Corporation, any
vice-president, the treasurer, the secretary, the secretary-treasurer, any
assistant treasurer, any assistant secretary, the managing director, the
accountant, any assistant accountant or chief clerk, or any other officer or
person designated for this purpose by the president of the Corporation or by a
vice-president are, collectively or individually, authorized and empowered to
appear and make answer for the Corporation and on its behalf to all writs,
orders and interrogatories upon articulated facts issued out of any court and to
declare, for and on behalf of the Corporation, any answer to writs of attachment
by way of garnishment in which the Corporation is garnishee, and to make all
affidavits and sworn declarations in connection therewith or in connection with
any or all judicial proceedings to which the Corporation is a party and to make
demands of abandonment or petitions for winding up or bankruptcy orders upon any
debtor of the Corporation and to attend and vote at all meeting of creditors of
any of the Corporation's debtors and grant proxies in connection therewith.

                                  BY-LAW NO. 11

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

             Subject to the limitations provided under the Act, the Corporation
shall, from time to time and at any time, indemnify and hold harmless and
reimburse, out of the funds of the Corporation, each director and officer of the
Corporation and his predecessors and any person who, at the request of the
Corporation, acted as a director or officer of a corporation of which the
Corporation is shareholder or a creditor, as well as his heirs, testamentary
executors, administrators and assigns, including their patrimony, respectively
against the following:

             (a) all costs, charges and expenses, including any amount paid to
             settle an action or satisfy a judgement, reasonably incurred by him
             in respect of any civil, criminal or administrative action or
             proceeding to which he is made a party by reason of being or having
             been a director or officer of the Corporation or another body
             corporate, except in respect of an action by or on behalf of the
             Corporation or another body corporate to obtain a favourable
             judgement, if:

                  (i) he acted honestly and in good faith with a view to the
                  best interests of the Corporation; and



                  (ii) in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, he had
                  reasonable grounds for believing that his conduct was lawful;

             (b) all costs, charges and expenses resulting from having been a
             party to an action commenced by or on behalf of the Corporation or
             a body corporate with a view to obtaining a favourable judgement,
             where the conditions set forth under subparagraph (i) and (ii)
             above are met, and with the approval of the court;

             (c) all other costs, charges and expenses reasonably incurred by
             such director, officer or other person in the course of or in
             connection with the business relating to his duties or in
             connection therewith from time to time;

with the exception of the costs, charges and expenses incurred by reason of his
own fault, gross negligence or wilful omission.

             Furthermore, subject to the limitations provided under the Act, no
director or officer of the Corporation then in office shall be liab1e for the
acts, receipts, neg1ects or defaults of any other director or officer or
employee, or for joining in any receipt or other act for conformity, or for any
loss, damage or expense happening to the Corporation through the insufficiency
or deficiency of title to any property acquired for or on behalf of the
Corporation by order of the board of directors, or for the insufficiency or
deficiency of any security in or upon which any of the moneys of the Corporation
shall be invested, or for any loss or damage arising from the bankruptcy,
insolvency or tortious acts of any person, firm or corporation, including any
person, firm or corporation with which any of the moneys, securities or
instruments of the Corporation shall be invested or deposited, or for any
misuse, loss, usurpation, embezzlement or damage occasioned by any transaction
involving money, securities or other assets of the Corporation or for any other
loss, damage or misfortune whatever which shall happen in the execution of the
duties of his office or trust or in relation thereto; provided that nothing
herein shall relieve any director or officer from any liability resulting from
his own fault, gross negligence or wilful omission.

             AND the Corporation hereby consents to the indemnification provided
under this by-law.

                                  BY-LAW NO. 12

                                 BORROWING POWER

             The board of directors is hereby authorized, from time to time and
at any time:



             (a) to borrow money and obtain advance(s) upon the credit of the
                 Corporation from any bank, corporation, company, partnership or
                 person, upon such terms and conditions, at such time, in such
                 sums, to such an extent and in such manner as the board of
                 directors may deem appropriate in its discretion;

             (b) to limit or increase the amount to be borrowed;

             (c) to issue, reissue or cause to be issued bonds, debentures or
                 other securities of the Corporation and to pledge or sell the
                 same for such sums, upon such terms and conditions and at such
                 prices as the board of directors may deem appropriate;

             (d) to secure any such bonds, debentures or other securities of the
                 Corporation or any other present or future loan or undertaking
                 of the Corporation by means of a hypothec, charge or pledge on
                 any or all moveable or immoveable property, currently owned or
                 hereafter acquired by the Corporation, and all or part of the
                 business and rights of the Corporation;

             (e) as security for any discounts, overdrafts, loans, credits,
                 advances or other indebtedness or liability of the Corporation
                 to any bank, corporation, company, partnership or person, and
                 interest thereon, to hypothecate, pledge or charge, assign and
                 transfer to any bank, corporation, company, partnership or
                 person, any or all of the property of the Corporation, real or
                 personal or mixed, moveable or immoveable, now owned or
                 hereafter acquired, and to give such security thereon as may be
                 taken by a bank under the provisions of the BANK ACT, and to
                 renew, alter, vary or substitute such security from time to
                 time, with authority to enter into promises to give security
                 under the BANK ACT for any indebtedness contracted or to be
                 contracted by the Corporation to any bank;

             (f) subject to the Act, to procure or help to procure funds and to
                 help, by means of bonuses, loans, promises, endorsements,
                 guarantees or otherwise, any company, corporation or person and
                 to secure the performance or accomplishment of any contracts,
                 undertakings or obligations of any company, partnership or
                 person and, more particularly, to secure the payment of the
                 capital and interest on the bonds or other securities,
                 hypothecs and indebtedness of any company, partnership or
                 person;

             (g) generally to exercise all and any rights or powers that the
                 Corporation may exercise under its articles and the laws
                 governing the Corporation;



             (h) to delegate by resolution to any director or officer, subject
                 to the limitations contained in the Act, all and any of the
                 powers hereby conferred upon the board of directors.

                                  BY-LAW NO. 13

                   ENACTMENT, REPEAL AND AMENDMENT OF BY-LAWS

             The directors may, from time to time, make, enact or pass by-laws
that do not contravene the Act or the articles of the Corporation, relative to
the business or internal affairs of the Corporation, and may repeal, amend or
re-enact any by-law of the Corporation. Such by-laws (except such by-laws as,
under the provisions of the Act, must be approved and ratified by the
shareholders before coming into force) and each repeal, amendment or
re-enactment of such by-laws shall take effect from the date of the resolution
of the directors and shall be submitted at the next meeting to the shareholders
of the Corporation who may, by ordinary resolution, confirm, reject or amend
such by-laws. In the event that the by-laws are rejected by the shareholders or
they are not so submitted to the shareholders, such by-laws become null and
void.

CORPORATE REGISTERS

BE IT RESOLVED:

             That the corporate registers listed below be and hereby are adopted
as the corporate registers of the Corporation:

             1. Register of shareholders;
             2. Register of directors;
             3. Securities register; and
             4. Register of transfers.

CONFIRMATION OF OFFICERS

BE IT RESOLVED:

That the following persons be and are hereby confirmed in the office appearing
opposite their respective name:

                 NAME                      OFFICE

             Jean Coutu                 President
             Louis Michaud              Vice-President
             Gilles C. Lachance         Secretary



******                                ******                              ******

             The by-laws number 1 to 13 inclusive, the three resolutions
regarding the adoption of the seal, the adoption of the corporate registers, and
the determination of the directors are hereby passed , as evidenced by the
signature of the directors of the Corporation pursuant to the provisions of
subsection 112(1) of the CANADA BUSINESS CORPORATIONS ACT, on this the 4th day
of May 1979.


           [signed] Jean Coutu                [signed] Louis Michaud
      -------------------------------    ----------------------------------
                Jean Coutu                         Louis Michaud

          [signed] Yvon Bechard             [signed] Gilles C. Lachance
      -------------------------------    ----------------------------------
               Yvon Bechard                     Gilles C. Lachance


                                    DIRECTORS

EX-3.89

                                                                    Exhibit 3.89

[CANADA LOGO]


CERTIFICATE OF INCORPORATION                          CERTIFICAT DE CONSTITUTION

CANADA BUSINESS                                             LOI SUR LES SOCIETES
CORPORATIONS ACT                                        COMMERCIALES CANADIENNES


          SERVICES SECURIVOL INC.                174272-8
        ------------------------------------  ------------------------------
          [ILLEGIBLE]                             [ILLEGIBLE]


I hereby certify that the                  Je certifie par les presentes que la
above-mentioned Corporation, the           societe mentionnee ci-haut, dont les
Articles of Incorporation of which are     statuts constitutifs sont joints, a
attached, was incorporated under the       ete constituee en societe en vertu de
Canada Business Corporations Act.          la Loi sur les societes commerciales
                                           canadiennes.


[ILLEGIBLE]                                     le 3 aout 1984
[ILLEGIBLE]                                       [ILLEGIBLE]




[CANADA LOGO]
                         CANADA BUSINESS                                        LOI SUR LES SOCIETES
                        CORPORATIONS ACT                                      COMMERCIALES CANADIENNES

                             FORM 1                                                   FORMULE 1

                    ARTICLES OF INCORPORATION                                   STATUTS CONSTITUTIFS
                           (SECTION 6)                                               (ARTICLE 6)
- ------------------------------------------------------------------------------------------------------------------------
                                                          
1 - Name of Corporation                                      Denomination de la societe

                                                             SERVICES SECURIVOL INC.
- ------------------------------------------------------------------------------------------------------------------------
2 - The place in Canada where the registered office is       Lieu au Canada ou doit etre situe le siege social
    to be situated
                                                             District judiciaire de Longueuil province de Quebec.

- ------------------------------------------------------------------------------------------------------------------------
3 - The Classes and any maximum number of shares that the    Categories et tout nombre maximal d'actions que le societe
    corporation is authorized to issue                       est autorisee a emettre

                                                             L'annexe l ci-jointe fait partie integrante de la presente
                                                             formule.

- ------------------------------------------------------------------------------------------------------------------------
4 - Restrictions if any on share transfers                   Restrictions sur le transfert des actions s il y a lieu

   Aucune action ou capital social de la societe ne peut etre transferee sans a) le consentement de la majorite des
   administrateurs de la societe atteste par une resolution du conseil d'administration inscrite aux livres de la
   societe ou b) le consentement ecrit des detenteurs d'une majorite des actions en cours, comportant droit de vote,
   du capital social de la societe.
- ------------------------------------------------------------------------------------------------------------------------
5 - Number (or minimum and maximum number) of directors      Nombre (ou nombre minimum et maximum) d'administrateurs
                                                             Minimum 1 Maximum 8
- ------------------------------------------------------------------------------------------------------------------------
6 - Restrictions if any on business the corporation may      Limites imposees quant aux activites commerciales
    carry on                                                 que la societe peut exploiter, s'il y a lieu

                                                             Non applicable
- ------------------------------------------------------------------------------------------------------------------------
7 - Other provisions if any                                  Autres dispositions s'il y a lieu

                                                             Les annexes 2 et 3 font partie integrante de la presente
                                                             formule.


- ------------------------------------------------------------------------------------------------------------------------
8 - Incorporators                                                       Fondateurs
- ------------------------------------------------------------------------------------------------------------------------
                                                 Address (include postal code)
            Names - Noms                         Adresse (inclure le code postal)               Signature
- ------------------------------------------------------------------------------------------------------------------------
                                        657, rue Marseille
  Johanne Lavoie                        Repentigny, Quebec J6A 2G4                            /s/ Johanne Lavoie
- ------------------------------------------------------------------------------------------------------------------------

========================================================================================================================
FOR DEPARTMENTAL USE ONLY                                    A L'USAGE DU MINISTERE SEULEMENT
- ------------------------------------------------------------------------------------------------------------------------
Corporation No. - No de la societe                           Filed - Deposee
                         174272 - 8                                          3/8/84
- ------------------------------------------------------------------------------------------------------------------------




                                    ANNEXE 1

          Le capital social autorise de la societe est compose d'actions
privilegiees rachetables, 11% non cumulatif, non votantes, et d'actions
ordinaires, toutes sans valeur nominale.

ACTIONS PRIVILEGIEES

          Les actions privilegiees, en tant que categorie, comportent les
droits, privileges, conditions et restrictions suivants et leur sont
assujetties, savoir:

     1.   Les detenteurs inscrits des actions privilegiees ont droit de
recevoir, au cours de chaque exercice financier de la societe, quand et lorsque
declares par les administrateurs de la societe, des dividendes fixes, non
cumulatifs et preferentiels au taux de 11% l'an, mais pas plus, calcule sur le
montant total de l'apport recu en contrepartie des actions privilegiees, aux
epoques et pour les montants et a l'endroit ou aux endroits que le conseil
d'administration peut, a l'occasion, determiner. Aucun dividende ne peut etre
declare ou paye ou mis de cote pour paiement a quelque epoque que ce soit au
cours de tout exercice financier de la societe, sur ou a l'egard de toutes
autres actions de son capital social, a moins que des dividendes s'elevant a 11%
par action, sur toutes les actions privilegiees alors en cours n'aient ete
declares et payes ou mis de cote pour paiement. Les actions privilegiees ne
participent pas autrement aux profits ou aux surplus d'actif de la societe.

     2.   Sous reserve des dispositions de l'article 34 de la Loi sur les
societes commerciales canadiennes, la societe a le droit, a son gre, d'acheter
pour annulation, en tout temps, la totalite ou, a l'occasion, toute partie des
actions privilegiees alors en cours, en acquerant telles actions par soumission
ou, avec le consentement unanime des detenteurs d'actions privilegiees, par
contrat prive, aux prix qui sont determines par le conseil d'administration de
la societe, mais n'excedant pas leur prix de rachat ci-apres stipule a
l'alinea 3.

          Cependant, dans le cas d'acquisition d'actions par soumission, la
societe doit donner avis a tous les detenteurs d'actions privilegiees, de la
maniere prescrite dans les reglements de la societe pour les avis des
assemblees, de son intention de demander des soumissions, et, si deux
soumissions ou plus pour des actions privilegiees au meme prix sont recues et
que ces actions ajoutees a toutes les actions pour lesquelles on a deja recu des
soumissions a



                                      - 2-

plus bas prix representent un total d'actions plus eleve que le nombre des
actions assujetties a l'achat a telle date, la societe repartira, parmi les
actionnaires faisant ces soumissions au meme prix, le nombre d'actions
necessaire pour completer le nombre d'actions assujetties a l'achat a cette
date. A compter de la date de l'acquisition des actions elles sont annulees.

     3.   Sous reserve des dispositions de l'article 34 de la Loi sur les
societes commerciales canadiennes, la societe a le droit, a son gre, de
racheter, en tout temps, la totalite ou, a l'occasion, une partie des actions
privilegiees alors en cours, en donnant avis tel que ci-apres stipule et sur
paiement du prix de rachat, i.e., le montant total de l'apport recu en
contrepartie des actions privilegiees assujetties au rachat, plus un montant
egal a tous les dividendes alors declares sur celles-ci et impayes.

          Dans le cas de rachat partiel, les actions a etre rachetees sont
choisies, en autant que possible, proportionnellement parmi les detenteurs de
toutes les actions privilegiees alors en cours. La societe, au moins 15 jours
avant la date fixee pour le rachat, donne avis par ecrit, a chaque personne qui,
au jour de l'expedition de cet avis, est un detenteur inscrit d'actions
privilegiees assujetties au rachat, de l'intention de la societe de les
racheter. Cependant, tout detenteur de telles actions privilegiees peut, sans
prejudice aux droits des autres detenteurs d'actions privilegiees, dispenser la
societe de lui donner tel avis. Cet avis, s'il en est, est donne en le mettant a
la poste sous pli affranchi et recommande, adresse au detenteur inscrit, a la
derniere adresse du detenteur qui apparait aux livres de la societe, ou,
advenant le cas ou l'adresse du detenteur n'apparait pas, a la derniere adresse
connue du detenteur. Cet avis enonce la date a laquelle le rachat doit etre
effectue et l'endroit ou les endroits designes pour le paiement du prix de
rachat, et, dans le cas de rachat partiel, le nombre des actions assujetties au
rachat detenues par la personne a qui l'avis est adresse. Si avis du rachat est
donne tel que ci-dessus mentionne et si un montant suffisant pour racheter les
actions privilegiees appelees pour rachat est depose aupres des banquiers de la
societe, ou a tout autre endroit ou endroits designes dans l'avis, a la date
fixee pour le rachat ou auparavant, les detenteurs de telles actions n'ont, par
la suite, aucun droit dans ou contre la societe ni aucun autre droit, sauf celui
de recevoir le paiement de tel prix de rachat a meme les deniers ainsi deposes,
sur presentation et remise des certificats representant telles actions ainsi
appelees pour



                                      - 3 -

rachat. A compter de la date de tel depot, les actions privilegiees ainsi
rachetees sont considerees comme ayant ete rachetees et elles sont annulees.

     4.   Dans le cas de la liquidation ou dissolution de la societe ou de toute
distribution de son capital, aucun montant n'est paye ni aucun actif distribue
aux detenteurs d'actions de toute autre categorie d'actions de la societe,
jusqu'a ce qu'il ait ete paye aux detenteurs des actions privilegiees le montant
total de l'apport recu en contrepartie des actions privilegiees detenues par eux
respectivement, plus un montant egal a tout dividende alors declare sur
celles-ci et qui n'a pas ete paye, et les detenteurs des actions privilegiees
ont droit au paiement, a parts egales et proportionnelles, de tout cet argent, a
meme l'actif de la societe, de preference aux detenteurs d'actions de toute
autre categorie d'actions de la societe et avec priorite sur ceux-ci. Tout le
reste de l'actif et des fonds de la societe est distribue et paye aux detenteurs
d'actions des autres categories d'actions de la societe selon leurs droits
respectifs.

     5.   Sauf dispositions expressement contraires contenues aux presentes et
dans la Loi sur les societes commerciales canadiennes, les detenteurs des
actions privilegiees n'ont, de ce fait, aucun droit de vote a l'election des
administrateurs ou pour toutes autres fins et n'ont pas le droit de recevoir
avis des assemblees des actionnaires ni d'y assister.

     6.   Tant qu'il y a des actions privilegiees en cours, la societe ne peut,
sauf avec l'approbation des detenteurs des actions privilegiees ci-apres
mentionnee et apres s'etre conformee aux dispositions pertinentes de la Loi sur
les societes commerciales canadiennes, creer toutes autres actions ayant
priorite sur ou ayant le meme rang que les actions privilegiees, liquider
volontairement ou dissoudre la societe ou effectuer toute reduction du capital
entrainant la distribution de l'actif sur d'autres actions de son capital
social, ou revoquer, modifier ou autrement changer aucune des dispositions des
presentes se rapportant aux actions privilegiees.

          Toute approbation des detenteurs des actions privilegiees ci-dessus
mentionnee est consideree comme ayant ete suffisamment donnee, si contenue dans
une resolution adoptee aux 2/3 au moins des voix qu'expriment les actionnaires
votant sur cette resolution a une assemblee des detenteurs des actions
privilegiees convoquee a cette fin, a



                                      - 4 -

laquelle assemblee ces detenteurs ont droit a un vote pour chaque action
privilegiee qu'ils detiennent respectivement, ou dans un document signe par tous
les detenteurs des actions privilegiees alors en cours. Toute approbation donnee
de cette maniere lie tous les detenteurs des actions privilegiees.

ACTIONS ORDINAIRES

          Sous reserve des droits, privileges, conditions et restrictions qui se
rattachent aux actions privilegiees, les actions ordinaires, en tant que
categorie, conferent a leurs detenteurs des droits egaux incluant ceux:

          a) de voter a toute assemblee d'actionnaires;

          b) de recevoir tout dividende declare par la societe; et

          c) de se partager le reliquat des biens lors de la dissolution de la
          societe.



                                    ANNEXE 2

     1.   Les administrateurs de la societe peuvent, sans l'autorisation des
actionnaires:

          a)   contracter des emprunts, compte tenu du credit de la societe;

          b)   emettre, reemettre, vendre ou donner en gage les titres de
          creance de la societe;

          c)   sous reserve de l'article 42 de la Loi sur les societes
          commerciales canadiennes, garantir, au nom de la societe, l'execution
          d'une obligation a la charge d'une autre personne; et

          d)   grever d'une surete, notamment par hypotheque, tout ou partie
          des biens, presents ou futurs, de la societe, afin de garantir ses
          obligations.

          Aucune disposition des alineas precedents ne limite ni ne restreint
les emprunts de deniers par la societe sur lettres de change ou billets a ordre
faits, tires, acceptes ou endosses par la societe ou en son nom.

     2.   Les administrateurs de la societe peuvent, lorsqu'ils le jugent
opportun, nonobstant les dispositions du Code civil de la Province de Quebec,
hypothequer, nantir, mettre en gage, ceder et transporter les biens mobiliers ou
immobiliers, presents ou futurs, de la societe pour assurer le paiement des
obligations ou autres valeurs de la societe, ou donner une partie seulement de
ces garanties pour les memes fins, et constituer l'hypotheque, le nantissement
ou le gage ci-dessus mentionnes par acte de fideicommis, conformement aux
articles 28 et 29 de la Loi sur les pouvoirs speciaux des corporations (L.R.Q.,
c. P-16) ou de toute autre maniere.

          Les administrateurs de la societe peuvent aussi hypothequer ou nantir
les immeubles, ou donner en gage ou autrement affecter d'une charge quelconque
les biens meubles de la societe, ou donner ces diverses especes de garantie,
pour assurer le paiement des emprunts faits autrement que par emission
d'obligations, ainsi que le paiement ou l'execution des autres dettes, contrats
et engagements de la societe.



                                    ANNEXE 3


     1.   Le nombre des actionnaires de la societe est limite a cinquante (50),
deduction faite de ceux qui sont ou ont ete salaries de la societe ou d'une
filiale, deux (2) personnes ou plus detenant en commun une (1) ou plusieurs
actions etant comptees comme un seul actionnaire.

     2.   Tout appel public a l'epargne pour le placement des valeurs mobilieres
emises par la societe est interdit.

                                    * * * * *

EX-3.90

                                                                    Exhibit 3.90


                   CANADA BUSINESS                        [logo]                 LOI SUR LES SOCIETES
                  CORPORATIONS ACT                                             COMMERCIALES CANADIENNES
                       FORM 1                                                         FORMULE 1
              ARTICLES OF INCORPORATION                                          STATUTS CONSTITUTIES
                     (SECTION 6)                                                     (ARTICLE 6)
- ----------------------------------------------------------------------------------------------------------------------
 1 - Name of Corporation                                     Denomination de la societe

 SERVICES SECURIVOL INC.

- ----------------------------------------------------------------------------------------------------------------------
 2 - The place in Canada where the registered office         Lieu au Canada ou doit etre situe le siege social
 is to be situated

 Judicial district of Longueuil, province of Quebec

- ----------------------------------------------------------------------------------------------------------------------
 3 - The classes and any maximum number of shares that       Categories et tout nombre maximal d'actions que la
 the corporation is authorized to issue                      corporation est autorisee a emettre

 Schedule 1 attached hereto forms an integral part of this form.


- ----------------------------------------------------------------------------------------------------------------------
 4 - Restrictions if any on share transfers                  Restrictions sur le transfert des actions s'il y a lieu

 No share in the share capital of the Corporation may be transferred without (a) the consent of a majority of the directors of
 the Corporation, which consent shall be witnessed by a resolution of the Board of Directors entered in the registers of the
 Corporation; or without (b) the written consent of the holders of a majority of the voting shares of the share capital of the
 Corporation then issued and outstanding.

- ----------------------------------------------------------------------------------------------------------------------
 5 - Number (or minimum and maximum number) of directors     Nombre (ou nombre minimum et maximum) d'administrateurs
Minimum 1 and maximum 7

 Minimum 1 Maximum 8

- ----------------------------------------------------------------------------------------------------------------------
 6 - Restrictions if any on businesses the corporation       Restrictions imposees quant aux entreprises que la
 may carry on                                                corporation peut exploiter, s'il y a lieu

 Not applicable

- ----------------------------------------------------------------------------------------------------------------------
 7 - Other provisions if any                                 Autres dispositions s'il y a lieu

 Schedules 2 and 3 attached herewith form an integral part of this form.

- ----------------------------------------------------------------------------------------------------------------------
 8  Incorporators                                            Fondateurs
- ----------------------------------------------------------------------------------------------------------------------
             Names-Noms                        Address (include postal code)                  Signature
                                             Adresse (inclure le code postal)
- ----------------------------------------------------------------------------------------------------------------------

 Johanne Lavoie                         657 Marseille Street                    [signed] Johanne Lavoie
                                        Repentigny, Quebec J6A 2G4
- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------
 FOR DEPARTMENT USE ONLY                                     A L'USAGE DU MINISTERE SEULEMENT
- ----------------------------------------------------------------------------------------------------------------------
Corporation No - N DEG. de la corporation                    Filed - Deposee
                                           174272-8                      3/8/84





                                   SCHEDULE 1

     The authorized share capital of the Corporation is comprised of redeemable,
11% non-cumulative, non-voting preferred shares as well as of common shares, all
without nominal or par value.

PREFERRED SHARES

     The preferred shares, as a class, shall be subject to the rights,
privileges, restrictions and conditions hereinafter stated:

1.   The registered holders of the preferred shares shall, in each fiscal year
of the Corporation, be entitled to receive, when declared by the directors of
the Corporation, fixed, non-cumulative, preferential dividends of 11% per year,
but not more, on an amount equal to the total consideration for which such
preferred shares were issued, at such times, for such amounts and at such place
or places as the Board of Directors may, from time to time, determine. No
dividend may be declared or paid or set aside for payment on or in respect of
any other shares of the share capital of the Corporation, at any time whatsoever
during any fiscal year of the Corporation, unless dividends in the amount of 11%
per share have been declared and paid or set aside for payment on all the
preferred shares then issued and outstanding. The preferred shares shall not
otherwise be entitled to share in the profits or surplus assets of the
Corporation.

2.   Subject to the provisions of Section 34 of the CANADA BUSINESS CORPORATIONS
ACT, the Corporation has the right, at its discretion, to redeem for
cancellation, at any time, all or, from time to time, any of the preferred
shares then issued and outstanding, by acquiring such shares by tender or, with
the unanimous consent of the holders of preferred shares, by private agreement,
at such prices as the Board of Directors of the Corporation may determine, but
not exceeding the redemption price set forth in paragraph 3 below.

     However, in the case of a redemption of shares pursuant to tenders, the
Corporation shall notify all the holders of preferred shares, in the manner
prescribed in the By-laws of the Corporation with respect to notices of
meetings, of its intention to request tenders and, if two or more tenders for
preferred shares at the same price are received and such shares, when added to
all the shares for which tenders at lower prices have already been received,
represent a higher total of shares than the number of shares subject to
redemption at such date, then the Corporation shall allocate among the
shareholders tendering their shares at the same price such number of shares as
is required to complete the number of shares subject to redemption on such date.
The shares shall be cancelled on the date of acquisition thereof.

3.   Subject to the provisions of Section 34 of the CANADA BUSINESS CORPORATIONS
ACT, the Corporation has the right, at its discretion, to redeem at any time,
all or, from time to time, any of the preferred shares then issued and
outstanding, upon notice as set forth below and upon payment of the redemption
price, ie, the amount of the total



                                      - 2 -

consideration for which the preferred shares subject to redemption were issued,
plus an amount equal to all declared and unpaid dividends thereon.

     In the event of a partial redemption, the shares to be redeemed shall, as
much as possible, be selected pro rata among the holders of all the preferred
shares then issued and outstanding. Not less than 15 days before the date fixed
for the redemption of the preferred shares, the Corporation shall give notice in
writing of its intention to redeem such shares to each person who, on the day
such notice is sent, is a registered holder of preferred shares subject to
redemption. However, any holder of such preferred shares may, without prejudice
to the rights of the other holders of preferred shares, exempt the Corporation
from giving notice to such holder. Notice, if any, shall be given by prepaid
registered mail addressed to the registered holder at his last address as it
appears in the registers of the Corporation or, if the address of such holder
does not appear in the registers of the Corporation, at his last known address.
Such notice shall state the date on which redemption shall occur as well as the
place or places designated for payment of the redemption price, and, in the case
of a partial redemption, the number of shares subject to redemption held by the
person to whom the notice is addressed. If the notice of redemption is given as
aforesaid and if an amount sufficient for the redemption of the preferred shares
to be redeemed is deposited with the Corporation's bankers or in any other place
or places designated in the notice, on the date fixed for the redemption or
prior thereto, the holders of such shares shall, thereafter, have no rights in
or against the Corporation nor any other right, except the right to receive
payment of such redemption price out of the funds so deposited upon presentation
and surrender of the certificates representing such shares to be redeemed. On
the date of such deposit, the preferred shares so redeemed shall be considered
as having been redeemed and shall be cancelled.

     In the event of the winding up or liquidation of the Corporation or of any
distribution of capital of the Corporation, no amount shall be paid and no
assets shall be distributed to the holders of shares of any other class of
shares of the Corporation until the total amount of the consideration received
for the preferred shares held by the holders of preferred shares has been paid
to such holders respectively, plus an amount equal to any declared and unpaid
dividend thereon, and the holders of the preferred shares shall be entitled to
payment in equal and proportionate shares of all such moneys out of the assets
of the Corporation, in preference and priority to the holders of shares of any
other class of shares of the Corporation. The remaining assets and funds of the
Corporation shall be distributed and paid to the holders of shares of the other
classes of shares of the Corporation according to their respective interests.

5.   Unless otherwise expressly provided herein and in the CANADA BUSINESS
CORPORATIONS ACT, the holders of the preferred shares are not, as such, entitled
to vote in an election of the directors or for any other purpose and are not
entitled to receive notice of or attend meetings of shareholders.

6.   So long as preferred shares shall remain issued and outstanding, the
Corporation may not, except with the approval of the holders of the preferred
shares as set forth hereafter and provided the Corporation has complied with the
relevant provisions of the



                                      - 3 -

CANADA BUSINESS CORPORATIONS ACT, create any other shares ranking prior to or
pari passu with the preferred shares, or voluntarily wind up or liquidate the
Corporation or in any way reduce the capital of the Corporation so as to cause
the distribution of the assets on other shares of its share capital, or repeal,
amend or otherwise change the provisions hereof as they relate to the preferred
shares.

     The approval of the holders of preferred shares referred to above shall be
deemed to be sufficiently given if contained in a resolution passed by not less
than 2/3 of the votes cast by the shareholders voting on such resolution at a
meeting of the holders of preferred shares called for such purpose and at which
such holders are entitled to one vote for each preferred share held by them
respectively, or contained in a document signed by all the holders of preferred
shares then issued and outstanding. Any approval so given shall be binding upon
all the holders of preferred shares.

COMMON SHARES

     Subject to the rights, privileges, restrictions and conditions attaching to
the preferred shares, the common shares as a class shall confer upon the holders
thereof equal rights, including the following:

     (a)  the right to vote at any meeting of shareholders;

     (b)  the right to receive any dividend declared by the Corporation; and

     (c)  the right to share in the residual assets upon the winding up of the
          Corporation.



                                   SCHEDULE 2

1.   The directors of the Corporation may, without the authorization of the
shareholders:

     (a)  borrow money upon the credit of the Corporation;

     (b)  issue, reissue, sell or pledge debt obligations of the Corporation;

     (c)  subject to Section 42 of the CANADA BUSINESS CORPORATIONS ACT, give a
          guarantee in the name of the Corporation to secure an obligation of
          any person; and

     (d)  create a security interest, in particular by means of a hypothec in
          all or any property of the Corporation, owned or subsequently
          acquired, to secure any obligations of the Corporation.

No limitations and restrictions shall apply to the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.

2.   The directors of the Corporation may, if deemed appropriate,
notwithstanding the provisions of the Civil Code of the Province of Quebec,
hypothecate, pledge or assign and transfer the movable or immovable property of
the Corporation, owned or subsequently acquired, to secure the payment of the
bonds or other securities of the Corporation, or consent only part of such
guarantees for such purposes, and create the aforementioned hypothec or pledge
by deed of trust, pursuant to Sections 28 and 29 of SPECIAL CORPORATE POWERS ACT
(R.S.Q.,P-16) or in any other manner.

     The directors of the Corporation may also hypothecate or otherwise secure
the immovable property, or pledge or otherwise secure the movable property of
the Corporation, or create such various forms of security, to secure the payment
of loans made other than through the issuance of bonds, and the payment or
performance of other debt, contracts and undertakings of the Corporation.



                                   SCHEDULE 3

1.   The number of shareholders in the Corporation, exclusive of employees and
former employees who were and continue to be shareholders of the Corporation, is
limited to not more than fifty (5), two (2) or more persons who are the joint
holders of one (1) or more shares being counted as one shareholder.

2.   Any invitation to the public to subscribe for securities of the Corporation
is prohibited.

EX-3.91

                                                                    Exhibit 3.91

                         RESOLUTIONS DES ADMINISTRATEURS

                                       DE

                             SERVICES SECURIVOL INC.
                             En date du 6 aout 1984

               Nous soussignes, etant tous les administrateurs de

                             SERVICES SECURIVOL INC.

societe commerciale constituee en vertu de la Loi sur les societes commerciales
canadiennes, adoptons, par les presentes, conformement aux dispositions de
l'article 112 de la Loi sur les societes commerciales canadiennes, par notre
consentement unanime ecrit et sans reunion, les resolutions suivantes, avec la
meme valeur que si elles avaient ete adoptees a une reunion dument convoquee et
tenue:

CERTIFICAT DE CONSTITUTION

IL EST RESOLU:

               Que le certificat de constitution constituant la Societe en
corporation tel qu'indique dans les statuts constitutifs y annexes en vertu des
dispositions de la Loi sur les societes commerciales canadiennes, ce certificat
portant la date du 3 aout 1984, soit et il est, par les presentes, adopte comme
etant les statuts de la Societe et que le secretaire de la Societe ait et il a,
par les presentes, l'autorisation et les instructions d'inserer ledit certificat
de constitution ou copie dudit certificat dans le livre de proces-verbaux de la
Societe.

ETABLISSEMENT DES REGLEMENTS GENERAUX

IL EST RESOLU:

               Que ce qui suit soit et est, par les presentes, decrete, edicte
et promulgue comme etant les reglements generaux de la Societe, numerotes de
premier a treizieme inclusivement:

                                REGLEMENT PREMIER

                                 INTERPRETATION

               Les mots et expressions suivants, lorsqu'ils sont employes dans
les reglements de la Societe ont, a moins d'incompatibilite avec le contexte,
les significations suivantes:



                                      - 2 -

               1.1  "administrateur" designe, independamment de son titre, le
titulaire de ce poste, et les termes "administrateurs" et "conseil
d'administration" comprennent un administrateur unique;

               1.2  "Loi" signifie la Loi sur les societes commerciales
canadiennes (S.C. 1974-75, chapitre 33) et toute autre loi qui peut lui etre
substituee, telle qu'amendee de temps a autre;

               1.3  "reglements" signifie les reglements generaux de la
Societe, numerotes de premier a treizieme inclusivement, et tous autres
reglements de la Societe de temps a autre en vigueur;

               1.4  "Societe" signifie la societe constituee par certificat de
constitution en vertu de la Loi sous la denomination sociale de SERVICES
SECURIVOL INC.;

               1.5  "statuts" designe les clauses, initiales ou mises a jour,
reglementant la constitution ainsi que toute modification, fusion, prorogation,
reorganisation, dissolution, reconstitution ou tout arrangement de la Societe.

                Sous reserve de ce qui precede, les mots et expressions definis
dans la Loi ont la meme signification lorsque utilises dans les presents
reglements.

                Tout mot ecrit au singulier comprend aussi le pluriel et VICE
VERSA; tout mot ecrit au masculin comprend aussi le feminin; tout mot designant
des personnes comprend egalement des societes, associations, compagnies ou
corporations.

                               REGLEMENT DEUXIEME

                    LA DENOMINATION SOCIALE, LE SIEGE SOCIAL
                            ET LE SCEAU DE LA SOCIETE

ARTICLE 1.      LA DENOMINATION SOCIALE

                La denomination sociale de la Societe est celle indiquee dans
les statuts.



                                      - 3 -

ARTICLE 2.     LE SIEGE SOCIAL

               Le siege social de la Societe est situe a l'endroit indique dans
les statuts de la Societe et a l'adresse figurant sur l'avis du lieu du siege
social depose au moment de la constitution ou a toute autre adresse, dans les
limites du lieu indique dans les statuts, que le conseil d'administration peut a
l'occasion determiner par voie de resolution.

               La Societe peut, en plus de son siege social et de sa principale
place d'affaires, etablir et maintenir d'autres bureaux, places d'affaires,
succursales et agences, soit au Canada ou ailleurs, comme le conseil
d'administration peut en decider, a l'occasion, par voie de resolution.

ARTICLE 3.     LE SCEAU

               Le sceau de la Societe est de forme circulaire et la denomination
sociale de la Societe, ainsi que l'annee de sa constitution, doivent y
apparaitre.

               Le president du conseil d'administration, le president, tout
vice-president, le secretaire, le tresorier, tout secretaire adjoint, tresorier
adjoint ou administrateur, ou tout autre dirigeant de la Societe que le conseil
d'administration pourra designer et autoriser a cette fin, a l'occasion, ont
tous et chacun le droit d'apposer le sceau de la Societe sur tout document qui
le requiert.

                               REGLEMENT TROISIEME

                                LES ACTIONNAIRES

ARTICLE 1.     LES ASSEMBLEES ANNUELLES

               L'assemblee annuelle des actionnaires de la Societe est tenue a
la date (au plus tard dans les quinze (15) mois de la tenue de l'assemblee
annuelle precedente des actionnaires de la Societe) que les administrateurs
peuvent fixer, a l'occasion, par voie de resolution.

               Les assemblees annuelles des actionnaires de la Societe doivent
etre tenues au siege social de la Societe ou ailleurs au Canada, suivant
resolution du conseil d'administration, ou a tout endroit hors du Canada si tous
les actionnaires de la Societe habiles a y voter y consentent.

ARTICLE 2.     LES ASSEMBLEES EXTRAORDINAIRES

               Des assemblees extraordinaires des actionnaires peuvent etre
convoquees, en tout temps et a l'occasion, par le president du conseil, le
president ou l'administrateur-gerant



                                      - 4 -

ou par le conseil d'administration, par voie de resolution, et doivent etre
convoquees lorsque les detenteurs d'au moins cinq pour cent (5%) des actions
emises par la Societe, y ayant droit de vote, le requierent par ecrit, les
fractions d'actions representees par des certificats ou scrips au porteur, s'il
en est, ne devant pas, dans le but de determiner cette proportion, etre
considerees comme etant en cours. Chacune de ces resolutions ou requetes doit
enoncer les points inscrits a l'ordre du jour de la future assemblee et chacune
de ces requetes doit etre envoyee a chaque administrateur et au siege social de
la Societe.

               Le president du conseil ou, en son absence, le president ou, en
son absence, l'administrateur-gerant doit, advenant l'adoption d'une telle
resolution ou la reception d'une telle requete, faire en sorte que l'assemblee
soit convoquee, sans delai, par le secretaire de la Societe, conformement aux
termes de cette resolution ou requete. Si le secretaire de la Societe ne
convoque pas l'assemblee dans les vingt et un (21) jours qui suivent l'adoption
de la resolution ou la reception de la requete, tout administrateur peut
lui-meme convoquer l'assemblee ou cette assemblee peut etre convoquee par tout
actionnaire qui a signe ladite requete en conformite et sous reserve des
dispositions de la Loi.

               Les assemblees extraordinaires des actionnaires sont tenues au
siege social de la Societe ou ailleurs au Canada, suivant resolution du conseil
d'administration, ou a tout endroit hors du Canada si tous les actionnaires de
la Societe habiles a y voter y consentent.

ARTICLE 3.     LES AVIS DES ASSEMBLEES

               Un avis specifiant la date, l'heure et le lieu de toute assemblee
annuelle et de toute assemblee extraordinaire des actionnaires doit etre envoye
par la poste, sous pli affranchi, a chaque actionnaire habile a y voter, a sa
derniere adresse telle qu'elle apparait aux livres de la Societe, a chaque
administrateur et au verificateur de la Societe, et ce, vingt et un (21) jours
au moins et cinquante (50) jours au plus avant la date fixee pour l'assemblee,
ni le jour ou tel avis est signifie ou expedie (jour A QUO), ni celui ou telle
assemblee doit etre tenue (jour AD QUEM), ne devant etre comptes pour determiner
ledit delai de convocation.



                                      - 5 -

               Dans le cas de detenteurs conjoints d'actions, l'avis est donne a
celui dont le nom apparait en premier lieu dans les livres de la Societe et un
avis qui a ete ainsi donne est un avis suffisant a chacun de ces detenteurs
conjoints.

               Un actionnaire et toute autre personne habile a assister a une
assemblee d'actionnaires peut toujours, d'une maniere quelconque, renoncer a
l'avis de convocation, soit avant, soit apres la tenue de l'assemblee, et le
fait pour cette personne d'assister a l'assemblee equivaut a une telle
renonciation, sauf lorsqu'elle y assiste specialement pour s'opposer aux
deliberations parce que l'assemblee n'est pas regulierement convoquee.

               L'avis de convocation d'une assemblee des actionnaires a l'ordre
du jour de laquelle des questions speciales sont inscrites doit enoncer:

               a)   leur nature, avec suffisamment de details pour permettre aux
                    actionnaires de se former un jugement eclaire sur
                    celles-ci; et

               b)   le texte de toute resolution speciale qui doit etre soumise
                    a l'assemblee.

               Tous les points a l'ordre du jour tant lors d'une assemblee
extraordinaire d'actionnaires que lors d'une assemblee annuelle d'actionnaires,
a l'exception de l'examen des etats financiers et du rapport du verificateur, du
renouvellement de son mandat et de l'election des administrateurs, sont reputes
etre des questions speciales.

               Les simples irregularites dans l'avis ou dans la maniere de le
donner, de meme que l'omission involontaire de donner avis d'une assemblee a un
actionnaire ou le defaut par un actionnaire de recevoir tel avis, n'invalident
en rien les actes faits ou poses a l'assemblee concernee.

ARTICLE 4.     LE PRESIDENT D'ASSEMBLEE

               Le president du conseil ou, en son absence, le president ou, en
son absence, un des vice-presidents qui fait partie du conseil d'administration
(ce vice-president devant etre designe par l'assemblee, advenant que plus d'un
de ces vice-presidents soit present) preside toute assemblee des actionnaires.
Si le president du conseil, le president et ces vice-presidents sont absents ou
refusent d'agir, les



                                      - 6 -

personnes presentes peuvent choisir quelqu'un parmi elles pour agir comme
president. Advenant egalite des voix, le president de toute assemblee des
actionnaires a droit a une deuxieme voix ou voix preponderante relativement a
toute question soumise au vote de l'assemblee.

ARTICLE 5.     LE QUORUM, LE VOTE ET L'AJOURNEMENT

               Le quorum, tant pour l'assemblee annuelle des actionnaires que
pour une assemblee extraordinaire des actionnaires de la Societe, est atteint
quel que soit le nombre de personnes effectivement presentes, lorsque le ou les
detenteurs d'au moins cinquante et un pour cent (51%) des actions en cours du
capital social de la Societe comportant droit de vote a ladite assemblee sont
presents ou representes.

               Les actes du ou des detenteurs de la majorite des actions
representees et comportant droit de vote a ladite assemblee doivent etre
consideres comme les actes de tous les actionnaires, sauf les cas ou le vote ou
le consentement d'un nombre d'actions superieur a la majorite est requis ou
exige par la Loi, par les statuts de la Societe ou par les reglements de la
Societe. Sous reserve de ce qui precede, le vote du ou des detenteurs de la
majorite des actions representees a toute assemblee annuelle et comportant droit
de vote a ladite assemblee est suffisant pour ratifier validement tout acte
anterieur du conseil d'administration et des dirigeants de la Societe.

               S'il n'y a pas quorum a l'ouverture d'une assemblee des
actionnaires, l'assemblee, advenant qu'elle ait ete convoquee a la demande
d'actionnaires, est levee. Dans tout autre cas, ceux qui sont presents en
personne et ayant droit d'etre comptes dans le but de former un quorum ont le
pouvoir d'ajourner l'assemblee a l'endroit, a la date et a l'heure qu'ils
peuvent alors fixer, par voie de resolution.

               Il suffit, pour donner avis de tout ajournement de moins de
trente (30) jours d'une assemblee, d'en faire l'annonce lors de l'assemblee en
question.

               Avis de tout ajournement, en une ou plusieurs fois, pour au moins
trente (30) jours doit etre donne de la maniere et dans le delai stipules a
l'article 3 du present reglement troisieme.



                                      - 7 -

               Le quorum, a cette seconde assemblee ou assemblee ajournee,
consistera uniquement de la ou des personnes qui y sont physiquement presentes
et qui sont habiles a y voter.

               A cette seconde assemblee ou assemblee ajournee, on peut
validement traiter toute question qui aurait pu etre validement traitee lors de
l'assemblee originaire.

ARTICLE 6.     LE DROIT DE VOTE

               Toute personne morale ou association qui est detentrice d'actions
du capital social de la Societe comportant droit de vote a toute assemblee des
actionnaires de la Societe, ou a toute assemblee d'une categorie quelconque des
actionnaires de la Societe, peut y agir et y voter par l'entremise d'un
representant dument autorise, qui ne doit pas necessairement etre lui-meme
actionnaire de la Societe.

               A toute assemblee des actionnaires, chaque actionnaire, present a
cette assemblee et y ayant droit de vote (y compris le representant autorise
d'une personne morale ou d'une association present en personne), a droit a un
(1) vote, lors d'un vote ouvert; et lors d'un vote par scrutin, chaque
actionnaire present en personne ou represente par procuration (y compris le
representant autorise d'une personne morale ou d'une association), a droit a un
(1) vote pour chaque action comportant droit de vote a l'assemblee et qui est
inscrite en son nom (ou au nom de la personne morale ou de l'association
concernee) dans les livres de la Societe, a moins que les statuts de la Societe
ne prescrivent une autre maniere de voter, auquel cas, il faut suivre cette
autre maniere.

               Toute question soumise a une assemblee des actionnaires est
decidee par vote ouvert, a moins qu'un vote par scrutin ne soit demande
conformement au paragraphe suivant.

               Tout actionnaire ou fonde de pouvoir d'un actionnaire, y compris
le representant autorise d'une personne morale ou d'une association, peut
demander le vote par scrutin sur toute question soumise au vote des
actionnaires.

               Lors d'une assemblee des actionnaires, les actionnaires, y
compris une personne morale ou une association, y ayant droit de vote, peuvent,
lors d'un vote par scrutin, voter par procuration ecrite. Il en est de meme pour
le representant autorise d'une personne morale ou d'une association s'il est
dument autorise a cet effet par ladite personne morale ou association.



                                      - 8 -

               Dans le cas de detenteurs conjoints d'actions, le vote du plus
ancien de ceux-ci, soit en personne ou par procuration, est accepte, a
l'exclusion du vote de tout autre detenteur conjoint des memes actions, et, a
cette fin, le plus ancien de ceux-ci est celui dont le nom apparait en premier
lieu dans les livres de la Societe.

ARTICLE 7.     LA PROCURATION ET LA SOLLICITATION DE PROCURATIONS

               Tout actionnaire habile a voter lors d'une assemblee peut, par
procuration, nommer un fonde de pouvoir ainsi que plusieurs suppleants qui
peuvent ne pas etre actionnaires, aux fins d'assister a cette assemblee et d'y
agir dans les limites prevues a la procuration.

               L'acte nommant un fonde de pouvoir doit etre fait par ecrit, sous
la signature de l'actionnaire ou de son mandataire autorise par ecrit ou, si
l'actionnaire est une corporation, soit sous le sceau de la corporation et la
signature d'un de ses dirigeants ou sous la signature d'un mandataire ainsi
autorise; une telle procuration n'est valable que lors de l'assemblee
relativement a laquelle elle est donnee ou lors de toute assemblee qui la
continue en cas d'ajournement.

               L'actionnaire peut revoquer la procuration en deposant un acte
ecrit signe de lui ou de son mandataire autorise par ecrit au siege social de la
Societe jusqu'au dernier jour ouvrable inclusivement qui precede l'assemblee
concernee ou la date de reprise en cas d'ajournement ou entre les mains du
president de l'assemblee a la date de son ouverture ou de sa reprise en cas
d'ajournement.

               Les administrateurs peuvent, dans l'avis de convocation d'une
assemblee, preciser une date limite, qui ne peut etre anterieure de plus de
quarante-huit (48) heures, non compris les samedis et les jours feries, a la
date d'ouverture de l'assemblee ou de sa reprise en cas d'ajournement, pour la
remise des procurations a la Societe ou a son mandataire.

               Si la Societe compte quinze (15) actionnaires ou plus, les
codetenteurs d'une action etant comptes comme un seul actionnaire, la direction
doit, en donnant avis de toute assemblee d'actionnaires, envoyer un formulaire
de procuration et une circulaire de la direction, tous deux en la forme
prescrite par la Loi, au verificateur de la Societe, aux actionnaires interesses
et au Directeur nomme en vertu de la Loi.



                                      - 9 -

               Sous reserve des dispositions de la Loi relatives a la
sollicitation de procurations, tout acte nommant un fonde de pouvoir peut etre
fait conformement a la formule suivante, mais ne doit contenir que la nomination
du fonde de pouvoir avec, s'il y a lieu, la revocation d'un acte anterieur
nommant un fonde de pouvoir:

                                   PROCURATION

A TOUS CEUX QUI LES PRESENTES VERRONT, je, soussigne,                   , de
               , etant detenteur inscrit de    (     ) actions en cours du
capital social de

                             SERVICES SECURIVOL INC.

constitue et nomme, par les presentes,                    , de
, ou, a son defaut,                , de             , mon fonde de pouvoir,
pour assister et pour voter, dans la mesure du nombre de votes auxquels j'ai
maintenant droit ou pourrai alors avoir droit, et autrement agir, pour moi, en
mon nom et a ma place, a l'assemblee (extraordinaire ou annuelle) des
actionnaires de la Societe, devant etre tenue a                            ,
province de Quebec, Canada,                    , le    e jour de
           19  , a          heures de 1'      -midi, et a tout ajournement ou
ajournements de celle-ci, aussi pleinement que je le ferais ou pourrais le
faire, si j'y etais present en personne, et avec plein pouvoir de substitution
et de revocation en l'occurrence, dans le but
                      , et (le cas' echeant) je revoque, par les presentes,
la procuration donnee en faveur de                           , en date du   e
jour de          19  .

               ET j'approuve, ratifie, sanctionne et confirme, par les
presentes, tout ce que mon fonde de pouvoir, ou son substitut, pourra legalement
faire ou faire faire, pour moi, en mon nom et a ma place, en vertu des
presentes.

               DONNEE et SIGNEE en la ville de                      , province
de          , Canada, ce    e jour de          19   .

EN PRESENCE DE:


- ---------------------------------       ----------------------------------------
             temoin                                  actionnaire



                                     - 10 -

ARTICLE 8.     LES SCRUTATEURS

               Le president de toute assemblee des actionnaires peut nommer une
(1) ou plusieurs personnes (il n'est pas necessaire qu'elles soient
actionnaires) pour agir comme scrutateur ou scrutateurs a une telle assemblee.

ARTICLE 9.     L'ADRESSE DES ACTIONNAIRES

               Tout actionnaire doit fournir a la Societe une adresse ou l'on
peut lui expedier ou signifier tout avis qui lui est destine; si un actionnaire
ne fournit pas une telle adresse, les avis peuvent lui etre' expedies a toute
adresse apparaissant alors aux livres de la Societe. S'il n'y a pas d'adresse
aux livres de la Societe, on expedie les avis a l'adresse que la personne
chargee d'expedier l'avis consi-dere la meilleure aux fins que l'avis atteigne
son destinataire le plus tot possible.

ARTICLE 10.    L'ORDRE DU JOUR

               A l'assemblee annuelle des actionnaires, l'ordre du jour est le
suivant:

               a)   ouverture de la seance;

               b)   lecture de l'avis de convocation, s'il en est, et
     constatation qu'il a ete dument donne ou qu'on y a dument renonce;

               c)   constatation qu'il y a quorum;

               d)   lecture des proces-verbaux de l'assemblee annuelle
     precedente et des assemblees extraordinaires des actionnaires tenues
     depuis, s'il en est, et, s'il y a lieu, approbation de ceux-ci;

               e)   presentation du rapport annuel des administrateurs, s'il en
     est;

               f)   presentation du bilan, de l'etat des benefices non
     repartis, de l'etat des revenus et depenses et de l'etat de l'evolution de
     la situation financiere;



                                     - 11 -

               g)   discussion du rapport du verificateur, s'il en est, et des
     etats financiers et, s'il y a lieu, approbation de ceux-ci;

               h)   election des administrateurs;

               i)   nomination du verificateur et determination de sa
     remuneration;

               j)   approbation, ratification, sanction et confirmation, a la
     condition que l'avis de convocation en ait fait mention, de
     l'etablissement, de l'abrogation ou de la modification de reglements, s'il
     en est;

               k)   approbation, ratification, sanction et confirmation, a la
     condition que l'avis de convocation en ait fait mention, des actes,
     decisions et resolutions des administrateurs et/ou dirigeants depuis
     l'assemblee generale annuelle precedente;

               1)   autres questions, s'il en est, a la condition que l'avis de
     convocation en ait fait mention; et

               m)   levee de l'assemblee.

ARTICLE 11.    LES RESOLUTIONS

               Toutes les propositions ou resolutions des actionnaires doivent
etre adoptees a des assemblees dument convoquees. Toutefois, sauf dans les cas
ou la convocation des actionnaires a une assemblee est exigee par la Loi, la
signature de tous les actionnaires de la Societe, ayant droit de vote, sur tout
document (qui peut etre signe en contrepartie) constituant une proposition ou
une resolution qui pourrait etre adoptee par les actionnaires donne a cette
proposition ou resolution la meme valeur et le meme effet que si elle avait ete
adoptee par les actionnaires habiles a voter sur cette resolution a une
assemblee dument convoquee et tenue a cette fin.

ARTICLE 12.    ASSEMBLEE D'UN ACTIONNAIRE UNIQUE

               Si la Societe n'a qu'un seul actionnaire ou un seul titulaire
d'une seule categorie ou serie d'actions, l'assemblee peut etre tenue par
celui-ci ou par son fonde de pouvoir.



                                     - 12 -

                               REGLEMENT QUATRIEME

                           LE CONSEIL D'ADMINISTRATION

ARTICLE 1.     LE NOMBRE DES ADMINISTRATEURS

               Le conseil d'administration de la Societe est compose du nombre
fixe ou des nombres minimal et maximal d'administrateurs indiques dans les
statuts de la Societe, le nombre precis d'administrateurs dans ce dernier cas
etant celui fixe, a l'occasion, par resolution du conseil d'administration.

ARTICLE 2.     LA CAPACITE ET LA DUREE DES FONCTIONS

               Chaque administrateur doit (sauf dispositions contraires prevues
aux presentes) etre elu a l'assemblee annuelle des actionnaires par la majorite
des votes donnes a cette election. Il n'est pas necessaire que le vote pour
l'election des administrateurs de la Societe soit par scrutin, sauf sur demande
expresse d'une personne presente et ayant droit de vote a l'assemblee ou cette
election a lieu. Chaque administrateur ainsi elu reste en fonction jusqu'a
l'election de son successeur, a moins qu'il ne demissionne ou qu'il ne soit
incapable d'agir, soit par deces, soit par sa destitution ou pour toute autre
cause.

               Le poste d'un administrateur devient vacant, IPSO FACTO, lors de
l'un quelconque des evenements suivants, savoir:

               a)   s'il devient en faillite ou fait une cession autorisee de
     ses biens, pour le benefice de ses creanciers en general, ou devient
     insolvable; ou

               b)   s'il est interdit ou devient faible d'esprit ou est declare
     fou.

               Le conseil d'administration de la Societe doit se composer en
majorite de residents canadiens.

ARTICLE 3.     LES POUVOIRS GENERAUX DES ADMINISTRATEURS

               Les administrateurs de la Societe gerent les affaires tant
commerciales qu'internes de la Societe et peuvent passer, en son nom, toutes
especes de contrats permis par la loi; et, d'une facon generale, sauf tel que
ci-apres prevu, ils peuvent exercer tous les autres pouvoirs et poser tous les
autres actes que la Societe est autorisee a exercer ou a poser en vertu de ses
statuts ou a quelque autre titre que ce soit.



                                     - 13 -

               Sans deroger en aucune facon a ce qui precede, les
administrateurs sont expressement autorises, en tout temps, a acheter, louer ou
autrement acquerir, aliener, vendre, echanger ou autrement disposer des actions,
valeurs, droits, titres au porteur, options et autres valeurs, terrains,
batiments ou autres biens, mobiliers ou immobiliers, reels ou personnels ou
mixtes, tangibles ou intangibles, de meme que tous droits ou interets s'y
rapportant, pour le prix, selon les termes et sous reserve des conditions qu'ils
estiment convenables.

               Tout acte pose par une reunion des administrateurs ou par toute
personne agissant comme administrateur est, aussi longtemps qu'un successeur n'a
pas ete dument elu ou nomme, quoiqu'on puisse decouvrir par la suite qu'il y
avait quelque invalidite dans l'election des administrateurs ou de telle
personne agissant comme administrateur ou qu'un ou plusieurs des administrateurs
n'etaient pas habiles a agir, aussi valide que si les administrateurs ou cette
ou ces personnes, suivant le cas, avaient ete dument elus et etaient habiles a
agir comme administrateurs de la Societe.

ARTICLE 4.     LE POUVOIR DE REPARTIR DES ACTIONS ET D'ACCORDER DES OPTIONS

               Les actions de la Societe sont, en tout temps, sous le controle
des administrateurs qui peuvent, sous reserve de la Loi et des dispositions des
statuts de la Societe, par voie de resolution, a l'occasion, accepter des
souscriptions, attribuer, repartir et emettre, en totalite ou en partie, les
actions non emises de la Societe ou autrement en disposer, de quelque facon ou
maniere que ce soit, et accorder des options s'y rapportant, et ce, aux
administrateurs, personnes, firmes, compagnies ou corporations, selon les
termes, sous reserve des conditions, pour la consideration (non contraire a la
Loi ou aux statuts de la Societe) et au temps qu'ils peuvent prescrire dans la
resolution y ayant trait.

ARTICLE 5.     LE POUVOIR DE DECLARER DES DIVIDENDES

               Les administrateurs peuvent, a l'occasion, comme ils le jugent a
propos, mais sous reserve de la Loi, declarer et payer, a meme les fonds
disponibles a cette fin, des dividendes aux actionnaires, suivant leurs droits
respectifs et leur interet dans la Societe.



                                     - 14 -

               Les administrateurs peuvent, avant de declarer un dividende ou de
faire toute distribution de profits, mettre de cote, a meme les profits de la
Societe, les sommes qu'ils jugent convenables comme reserve ou reserves qui
seront, a la discretion des administrateurs, employees aux fins auxquelles les
profits de la Societe peuvent etre valablement employes.

               Les administrateurs peuvent, par voie de resolution, stipuler que
le montant de tout dividende qu'ils peuvent legalement declarer soit paye, en
tout ou en partie, en actions du capital social de la Societe, et, a cette fin,
peuvent autoriser l'attribution, la repartition et l'emission d'actions du
capital social de la Societe comme etant entierement acquittees.

               Tout dividende peut etre paye par cheque ou par mandat fait
payable a l'ordre de l'actionnaire ou de la personne y ayant droit et envoye par
la poste a sa derniere adresse telle qu'elle apparait aux livres de la Societe
ou, dans le cas de detenteurs conjoints, a celui dont le nom apparait en premier
lieu dans les livres de la Societe et l'envoi d'un tel cheque ou mandat
constitue paiement, a moins que le cheque ou mandat ne soit pas paye sur
presentation.

ARTICLE 6.     LA DATE DES REUNIONS ET L'AVIS

               Immediatement apres la premiere assemblee des actionnaires et,
par la suite, apres chaque assemblee annuelle des actionnaires, on doit tenir,
sans qu'il soit necessaire d'en donner avis, une reunion, dite "reunion
annuelle", des nouveaux administrateurs qui sont alors presents, a la condition
qu'ils constituent un quorum, pour la nomination des dirigeants de la Societe et
pour traiter toute question qui peut se presenter.

               Les reunions regulieres du conseil d'administration peuvent etre
tenues a tout endroit, au Canada ou ailleurs, a toute date et sur tout avis,
s'il y a lieu, que le conseil d'administration peut, a l'occasion, determiner,
par resolution. Une copie de toute resolution du conseil d'administration fixant
l'endroit et la date de telles reunions regulieres doit etre envoyee a chaque
administrateur immediatement apres son adoption, mais aucun autre avis ne sera
requis pour une reunion reguliere, sauf lorsque la Loi exige que l'objet de la
reunion et les questions qui doivent y etre traitees soient specifies.



                                     - 15 -

               Toute reunion du conseil d'administration qui n'est pas convoquee
en conformite avec les stipulations precedentes du present article est une
reunion speciale.

               Des reunions speciales du conseil d'administration peuvent etre
convoquees, en tout temps, par le president du conseil, le president,
l'administrateur-gerant, ou par deux (2) des administrateurs. Un avis stipulant
le lieu, le jour et l'heure d'une telle reunion doit etre signifie a chacun des
administrateurs ou laisse a sa residence ou a sa place d'affaires ordinaire ou
lui etre expedie par la poste, sous pli affranchi, ou par telegramme ou
cablo-gramme, a son adresse, telle qu'elle apparait aux livres de la Societe, au
moins quarante-huit (48) heures avant l'heure et la date fixees pour la reunion.
Si l'adresse de tout administrateur n'apparait pas aux livres de la-Societe, on
doit expedier ledit avis par la poste a l'adresse consideree, par la personne
qui l'expedie, comme etant la meilleure pour atteindre promptement
l'administrateur concerne. Toute reunion speciale ainsi convoquee peut etre
tenue au siege social de la Societe ou a tout autre endroit, au Canada ou
ailleurs, approuve par resolution des administrateurs.

               En tout temps, lorsque le president du conseil, le president ou
l'administrateur-gerant, a sa discretion, considere qu'il est urgent qu'une
reunion des administrateurs soit convoquee, il peut donner avis d'une reunion
des administrateurs, par ecrit ou verbalement, soit par telegramme ou telephone
ou autrement, au moins une (1) heure avant que la reunion ne soit tenue et cet
avis est valable pour la reunion convoquee en de telles circonstances.

               Des reunions speciales du conseil d'administration peuvent etre
tenues a toute date, en tout endroit et a toutes fins, sans avis, quand tous les
administrateurs sont presents ou quand les administrateurs absents ont, par
ecrit, renonce a l'avis de la tenue d'une telle reunion. Tout administrateur
peut renoncer a l'avis de toute reunion soit avant ou apres la tenue de la
reunion et le fait pour un administrateur d'assister a une reunion
d'administrateurs constitue une renonciation a l'avis de convocation de ladite
reunion, sauf lorsqu'un administrateur assiste a une reunion dans le but expres
de s'opposer aux deliberations parce que ladite reunion n'est pas regulierement
convoquee.

               Un administrateur peut, avec le consentement de tous les
administrateurs, participer a une reunion du conseil d'administration ou d'un de
ses comites a l'aide de



                                     - 16 -

moyens techniques, notamment le telephone, permettant a tous les participants de
communiquer oralement entre eux et un administrateur qui participe ainsi a une
reunion est repute avoir assiste a ladite reunion.

ARTICLE 7.     LE PRESIDENT

               Le president du conseil ou, en son absence, le president ou, en
son absence, l'administrateur-gerant ou, en son absence, un des vice-presidents
qui fait partie du conseil d'administration (ce vice-president devant etre
designe par l'assemblee, advenant que plus d'un de ces vice-presidents soit
present) preside toute reunion des administrateurs. Si le president du conseil,
le president, l'administrateur-gerant ou ces vice-presidents sont absents ou
refusent d'agir, les personnes presentes peuvent choisir quelqu'un parmi elles
pour agir comme president. Le president de toute reunion du conseil
d'administration a droit de vote comme administrateur relativement a toute
question soumise au vote de l'assemblee, mais, advenant egalite des voix, n'a
pas droit a une deuxieme voix ou voix preponderante.

ARTICLE 8.     LE QUORUM

               Sous reserve de la Loi, les administrateurs peuvent, a
l'occasion, par voie de resolution, fixer le quorum pour les reunions du conseil
d'administration, mais, jusqu'a ce qu'ils l'aient fait, une majorite des
administrateurs en fonction, a l'occasion, constitue un quorum.

               Toute reunion du conseil d'administration ou il y a quorum, a la
condition que ce quorum soit constitue en majorite de residents canadiens, est
competente pour exercer tous et chacun des mandats, pouvoirs et discretions que
la Loi, les statuts ou les reglements de la Societe attribuent ou reconnaissent
aux administrateurs, nonobstant toute vacance en leur sein.

               Nonobstant les dispositions du paragraphe precedent, les
administrateurs peuvent deliberer, meme en l'absence d'une majorite de residents
canadiens,

               a)   si, parmi les administrateurs absents, un resident canadien
     approuve les deliberations, par ecrit, par telephone ou par tout autre
     moyen de communication, et



                                     - 17 -

               b)   lorsque la presence de cet administrateur aurait permis de
     constituer la majorite requise.

               Les questions soulevees a toute reunion des administrateurs sont
     resolues par le vote affirmatif de la majorite des administrateurs qui y
     sont presents.

ARTICLE 9.    LA DESTITUTION DES ADMINISTRATEURS

               Tout administrateur peut, par resolution ordinaire adoptee a
toute assemblee extraordinaire des actionnaires convoquee dans ce but, etre
destitue, avec ou sans raison, et une autre personne dument qualifiee peut, par
resolution adoptee a cette meme assemblee, etre elue a sa place. La personne
ainsi elue reste en fonction pour le temps seulement que l'administrateur dont
il prend la-place aurait ete en fonction s'il n'avait pas ete destitue.

ARTICLE 10.    LES VACANCES ET LES ADMINISTRATEURS ADDITIONNELS

               A l'exception d'une vacance resultant du defaut d'elire le nombre
fixe ou le nombre minimal d'administrateurs requis par les statuts de la Societe
ou d'une augmentation de ce nombre, les administrateurs alors en fonction, s'ils
constituent quorum, peuvent combler les vacances au sein du conseil. Tout
administrateur ainsi elu, sous reserve des dispositions de l'article 9 du
present reglement, demeure en fonction pendant la duree non expiree du mandat de
son predecesseur et peut alors etre reelu; mais le conseil d'administration ne
doit, en aucun temps, exceder le nombre legalement fixe.

               Si les administrateurs alors en fonction ne constituent pas
quorum ou si la vacance resulte du defaut d'elire le nombre fixe ou le nombre
minimal d'administrateurs requis par les statuts de la Societe ou d'une
augmentation de ce nombre, les administrateurs alors en fonction doivent des
lors convoquer une assemblee extraordinaire des actionnaires en vue de combler
cette vacance. Si les administrateurs negligent de le faire ou s'il n'y a alors
aucun administrateur en fonction, tout actionnaire de la Societe peut convoquer
cette assemblee.

               Tout administrateur peut, a toute reunion des administrateurs,
donner sa demission par ecrit et les autres administrateurs peuvent, a la meme
reunion, accepter cette demission et immediatement remplir la vacance ainsi
creee.



                                     - 18 -

ARTICLE 11.    LA REMUNERATION DES ADMINISTRATEURS

               Chaque administrateur recoit la remuneration que le conseil
d'administration peut determiner, a l'occasion, par voie de resolution.

               Les administrateurs ont droit d'etre rembourses par la Societe
pour toutes depenses raisonnables de voyages (y compris les depenses d'hotel et
celles incidentes) qu'ils peuvent encourir en assistant aux reunions des
administrateurs ou aux assemblees des actionnaires ou qu'ils peuvent autrement
encourir dans le cours ordinaire des affaires de la Societe.

               Tout administrateur qui, sur demande, execute des services
speciaux pour la Societe peut obtenir une remuneration supplementaire que les
administrateurs peuvent determiner.

ARTICLE 12.    LES REGLEMENTS ET RESOLUTIONS

               Tous les reglements et toutes les resolutions des administrateurs
doivent etre passes ou adoptes a des reunions dument convoquees. Neanmoins, la
signature de tous les administrateurs de la Societe au bas de tout document (qui
peut etre signe en contrepartie) constituant un reglement ou une resolution qui
pourrait etre passe ou adopte par les administrateurs a une reunion donne a un
tel reglement ou une telle resolution la meme valeur et le meme effet que si ce
reglement ou cette resolution avait ete passe ou adopte, selon le cas, par les
administrateurs a une reunion dument convoquee et tenue.

ARTICLE 13.    ADMINISTRATEUR UNIQUE

               Lorsque la Societe n'a qu'un seul administrateur, cet
administrateur peut regulierement tenir une reunion.

                               REGLEMENT CINQUIEME

                                   LES COMITES

ARTICLE 1.     LE COMITE D'ADMINISTRATEURS

               Les administrateurs de la Societe peuvent nommer parmi eux-memes
un comite d'administrateurs, peu importe la facon dont il est designe, et
deleguer a ce comite l'un



                                     - 19 -

ou plusieurs des pouvoirs qu'ils possedent, a l'exception de ceux qu'un comite
d'administrateurs n'est pas autorise a exercer en vertu de la Loi. Les membres
de ce comite doivent etre en majorite des residents canadiens.

ARTICLE 2.     LE MODE DE FONCTIONNEMENT

               Sous reserve des dispositions du dernier alinea de l'article 6 du
reglement quatrieme, les pouvoirs du comite d'administrateurs peuvent etre
exerces par une reunion a laquelle un quorum est present ou par une resolution
ecrite signee par tous les membres du comite qui auraient eu le droit de voter
sur cette resolution a une reunion du comite. Les reunions du comite peuvent
etre tenues a tout endroit au Canada ou ailleurs.

ARTICLE 3.     LES COMITES CONSULTATIFS

               Les administrateurs de la Societe peuvent a l'occasion nommer
tels autres comites qu'ils estiment opportuns, mais les fonctions de tels autres
comites seront consultatives seulement.

ARTICLE 4.     LA PROCEDURE

               A moins qu'il n'en soit autrement decide par les administrateurs,
chaque comite a le pouvoir de fixer son quorum a tout nombre qui n'est pas
moindre que la majorite de ses membres, d'elire son president et de reglementer
sa procedure.

                                REGLEMENT SIXIEME

                                 LES DIRIGEANTS

ARTICLE 1.     LA DIRECTION

               La direction de la Societe est composee d'un president et, si
juge a propos, d'un ou plusieurs vice-presidents (l'un desquels peut etre nomme
vice-president executif), d'un tresorier et d'un secretaire. On peut aussi
nommer, pour faire partie de la direction, un president du conseil, un ou
plusieurs autres vice-presidents, un ou plusieurs secretaires adjoints ou
tresoriers adjoints ou un administrateur-gerant.

               Ces dirigeants doivent etre nommes par le conseil
d'administration a sa premiere assemblee apres la premiere



                                     - 20 -

assemblee des actionnaires et, par la suite, a la premiere assemblee du conseil
d'administration apres chaque assemblee annuelle des actionnaires et ces
dirigeants de la Societe restent en fonction jusqu'a ce que leurs successeurs
aient ete choisis et nommes a leur place. D'autres dirigeants peuvent aussi etre
nommes lorsque le conseil d'administration le juge necessaire, a l'occasion.

               Ces dirigeants doivent dument remplir les devoirs, en plus de
ceux specifies dans les reglements, que le conseil d'administration prescrit, a
l'occasion. La meme personne peut remplir plus d'une (1) fonction. Il n'est pas
necessaire que ces dirigeants de la Societe soient des actionnaires de la
Societe et il n'est pas necessaire qu'ils soient des administrateurs de la
Societe, a l'exception du president du conseil, du president et de
l'administrateur-gerant.

ARTICLE 2.     LE PRESIDENT DU CONSEIL

               Le president du conseil est choisi parmi les administrateurs. Il
preside toutes les assemblees des actionnaires et toutes les reunions du conseil
d'administration. Il a tous les autres pouvoirs et devoirs que le conseil
d'administration peut, a l'occasion, lui assigner, par voie de resolution, sous
reserve de la Loi.

ARTICLE 3.     LE PRESIDENT

               Le president est choisi parmi les administrateurs. En l'absence
du president du conseil, il preside toutes les assemblees des actionnaires et
les reunions du conseil d'administration. Il est le dirigeant principal de la
Societe et, s'il n'y a pas d'administrateurs-gerant, il exerce un controle
general et une surveillance generale sur les affaires de la Societe. Il a tous
les autres pouvoirs et devoirs que le conseil d'administration peut, a
l'occasion, lui assigner, par voie de resolution, sous reserve de la Loi.

ARTICLE 4.     LE VICE-PRESIDENT OU LES-VICE-PRESIDENTS

               Le vice-president ou les vice-presidents, qu'ils aient ou non ete
choisis parmi les administrateurs, ont les pouvoirs et remplissent les fonctions
que le conseil d'administration peut, a l'occasion, leur assigner, par voie de
resolution. En cas d'absence ou d'incapacite du president du conseil et du
president et de l'administrateur-gerant, le vice-president qui a ete nomme
vice-president executif ou tout autre vice-president qui a ete designe par



                                     - 21 -

le president du conseil ou par le president ou par l'administrateur-gerant,
peut exercer les pouvoirs et remplir les fonctions du president du conseil et du
president et de l'administrateur-gerant, et, si un tel vice-president exerce
l'un quelconque des pouvoirs ou remplit l'une quelconque des fonctions du
president du conseil ou du president ou de l'administrateur-gerant, l'absence ou
l'incapacite du president du conseil ou du president ou de
l'administrateur-gerant, selon le cas, est presumee.

ARTICLE 5.     LE TRESORIER ET LES TRESORIERS ADJOINTS

               Le tresorier a sous sa surveillance particuliere les finances de
la Societe. Il depose l'argent et les autres valeurs de la Societe, au nom et au
credit de la Societe, aupres de toutes banques, compagnies de fiducie ou autres
depositaires que le conseil d'administration designe, a l'occasion, par voie de
resolution. Il doit, lorsque requis par le conseil d'administration, lui rendre
compte de la situation financiere de la Societe et de toutes ses transactions
comme tresorier; et, aussitot que possible apres la cloture de chaque exercice
financier, il prepare et soumet au conseil d'administration un rapport sur
l'exercice financier ecoule. Il est responsable de la garde, du depot et de la
tenue de tous les livres et comptes et autres documents qui, selon les lois
regissant la Societe, doivent etre tenus par la Societe. Il doit executer tous
les autres devoirs propres a la fonction de tresorier, ainsi que ceux que le
conseil d'administration peut, a l'occasion, lui assigner, par voie de
resolution, le tout sous reserve du controle dudit conseil d'administration et
sous reserve de la Loi.

               Les tresoriers adjoints peuvent remplir toute fonction du
tresorier que le conseil d'administration ou le tresorier peut, a l'occasion,
leur assigner sous reserve de la Loi.

ARTICLE 6.     LE SECRETAIRE ET LES SECRETAIRES ADJOINTS

               Le secretaire doit donner et faire signifier tous avis de la
Societe et doit rediger et conserver les proces-verbaux de toutes les assemblees
des actionnaires et de toutes les reunions du conseil d'administration et des
comites d'administrateurs dans un ou plusieurs livres a cet effet. Il doit
garder en surete le sceau corporatif de la Societe. Il est responsable des
registres de la Societe, y compris les livres ou sont consignes les noms et
adresses



                                     - 22 -

des actionnaires et des membres du conseil d'administration, conjointement avec
les copies de tous les rapports faits par la Societe et tous les autres livres
et documents que le conseil d'administration peut ordonner ou lui confier. Il
est responsable de la garde et de la production de tous les livres, rapports,
certificats et autres documents dont la Loi exige la garde et la production. Il
doit remplir tous autres devoirs relatifs a ses fonctions, ainsi que ceux que le
conseil d'administration peut, a l'occasion, lui assigner, par voie de
resolution, sous reserve de la Loi.

               Les secretaires adjoints peuvent remplir toute fonction du
secretaire que le conseil d'administration ou le secretaire peut, a l'occasion,
leur assigner, sous reserve de la Loi.

ARTICLE 7.     LE SECRETAIRE-TRESORIER

               Lorsque le secretaire remplit aussi les fonctions de tresorier,
il peut, au gre du conseil d'administration, etre designe comme
"secretaire-tresorier".

ARTICLE 8.     L'ADMINISTRATEUR-GERANT

               Les administrateurs peuvent, a l'occasion, nommer parmi eux-memes
un administrateur-gerant, a la condition que cet administrateur-gerant soit un
resident canadien. Il gere les affaires tant commerciales qu'internes de la
Societe, sous la surveillance du conseil d'administration, et exerce les
pouvoirs que le conseil d'administration peut, a l'occasion, lui deleguer d'une
facon generale ou speciale, par voie de resolution, sous reserve de la Loi.

ARTICLE 9.     LA DESTITUTION

               Le conseil d'administration peut, par voie de resolution,
destituer et congedier tout dirigeant ou employe de la Societe ou tout membre de
la direction, avec ou sans raison, a toute reunion convoquee dans ce but et peut
en elire ou en nommer d'autres a leur place. Tout dirigeant ou employe de la
Societe qui n'est pas membre de la direction ou du conseil d'administration peut
aussi etre demis de ses fonctions et congedie, avec ou sans raison, par le
president du conseil, le president, tout vice-president ou
l'administrateur-gerant. Si, cependant, il n'y a pas de raison pour la
destitution ou le congediement et s'il existe un contrat particulier derogeant
aux stipulations du present article, la destitution ne peut avoir lieu que
conformement aux stipulations de ce contrat.



                                     - 23 -

ARTICLE 10.    LA REMUNERATION

               La remuneration de tous les membres de la direction de la Societe
et des autres dirigeants de la Societe est determinee, a l'occasion, par
resolution du conseil d'administration.

                               REGLEMENT SEPTIEME

                             LES VALEURS MOBILIERES

ARTICLE 1.     LES CERTIFICATS DE VALEURS MOBILIERES

               Les certificats representant les valeurs mobilieres de la Societe
sont rediges de la maniere approuvee par le conseil d'administration. Ces
certificats doivent etre signes par le president ou tout vice-president et le
secretaire ou tout secretaire adjoint de la Societe, mais la signature du
president ou du vice-president peut aussi etre gravee, lithographiee ou
reproduite mecaniquement de quelque autre maniere sur les certificats et, si la
Societe a nomme un agent de transfert, la signature du secretaire ou du
secretaire adjoint peut aussi etre gravee, lithographiee ou reproduite
mecaniquement de quelque autre maniere sur les certificats. Tous certificats
ainsi signes sont presumes avoir ete signes a la main par ces dirigeants et sont
valables, a toutes fins et intentions, au meme titre que s'ils avaient ete
signes a la main, meme si les personnes dont les signatures sont ainsi
reproduites ont cesse d'etre dirigeants de la Societe au temps de l'emission des
certificats ou a la date qu'ils portent.

               En ce qui concerne les titres au porteur, on doit, s'il en est,
se reporter a tout reglement qui peut, a l'occasion, etre adopte a ce sujet.

ARTICLE 2.     LE REGISTRE DES VALEURS MOBILIERES

               Un registre central des valeurs mobilieres doit etre tenu au
siege social de la Societe ou a tout autre lieu au Canada choisi par les
administrateurs et un ou plusieurs registres locaux des valeurs mobilieres
peuvent etre tenus au Canada ou a l'etranger, en tel lieu que les
administrateurs peuvent indiquer, a l'occasion, par voie de resolution. Ce
registre central des valeurs mobilieres et ces registres locaux des valeurs
mobilieres sont tenus par le secretaire ou par tout autre dirigeant qui peut
etre specialement charge de ce soin ou par tout autre agent que le



                                     - 24 -

conseil d'administration peut nommer au besoin, par resolution a cette fin.

               Sous reserve des dispositions de tout reglement pouvant etre
adopte relativement a l'emission de titres au porteur, les noms, par ordre
alphabetique, et la derniere adresse connue des personnes qui detiennent ou ont
detenu des valeurs mobilieres emises par la Societe, le nombre de valeurs
mobilieres detenues par chacun et la date et les conditions de l'emission et du
transfert, transport ou transmission de chaque valeur mobiliere doivent etre
inscrits sur le registre central des valeurs mobilieres. Le registre local des
valeurs mobilieres ne contient que les details relatifs aux valeurs mobilieres
emises ou transferees en ce lieu et les conditions de chaque emission ou de
chaque transfert d'une valeur mobiliere inscrite dans un registre local des
valeurs mobilieres sont egalement portees au registre central.

               Sous reserve d'un tel reglement, toute mention de l'emission ou
du transfert, du transport ou de la transmission d'une valeur mobiliere de la
Societe sur l'un des registres en constitue une inscription complete et valide.
Toutes les valeurs mobilieres de la Societe sont, sous reserve d'un tel
reglement, transferables sur le registre central des valeurs mobilieres ou sur
un registre local des valeurs mobilieres sans egard au lieu ou le certificat
representant les valeurs mobilieres qui font l'objet du transfert, du transport
ou de la transmission a ete emis.

               Ces registres doivent, durant les heures ordinaires d'affaires,
tous les jours, les dimanches et jours feries exceptes, a l'endroit ou aux
endroits ou les administrateurs ont donne l'autorisation de les tenir
respectivement, suivant les dispositions du present reglement, etre ouverts a
l'inspection des actionnaires et des creanciers de la Societe et de leurs
mandataires et representants legaux et chacun d'eux peut en prendre gratuitement
des extraits.

               Sous reserve des dispositions de tout reglement relatif a
l'emission de titres au porteur, nul transfert, transport ou transmission des
valeurs mobilieres de la Societe n'est valable et ne doit etre inscrit au
registre central des valeurs mobilieres ou a un registre local des valeurs
mobilieres a moins que les certificats representant les valeurs mobilieres
faisant l'objet du transfert, du transport ou de la transmission, selon le cas,
n'aient ete remis ou annules.



                                     - 25 -

ARTICLE 3.     LA DATE DE REFERENCE

               Le conseil d'administration peut, en tout temps et a l'occasion,
choisir d'avance une date a titre de date de reference pour determiner les
actionnaires habiles a recevoir avis d'une assemblee d'actionnaires. Cette
date ne doit pas etre anterieure de plus de cinquante (50) jours ni de moins
de vingt et un (21) jours a la date prevue pour la tenue de l'assemblee.

               Le conseil d'administration peut aussi, en tout temps et a
l'occasion, dans les cinquante (50) jours precedant l'operation en cause,
choisir d'avance une date ultime d'inscription, a titre de date de reference,
pour determiner les actionnaires habiles:

               a)   a recevoir le versement d'un dividende;

               b)   a participer au partage consecutif a la liquidation; ou

               c)   a toute autre fin, sauf en matiere du droit de recevoir avis
     d'une assemblee ou d'y voter.

               Un avis de toute date de reference ainsi choisie doit etre donne,
au plus tard sept (7) jours avant cette date, par insertion dans un journal
publie ou diffuse au lieu du siege social de la Societe et en chaque lieu, au
Canada, ou elle a un agent de transfert ou auquel un transfert de ses actions
peut etre inscrit et par ecrit, a chaque bourse de valeurs du Canada ou les
actions de la Societe sont cotees, selon le cas.

               Seuls les actionnaires qui apparaissent au registre a la date de
reference choisie tel que susdit peuvent se prevaloir des droits ci-haut
mentionnes, mais le fait de ne pas avoir recu avis d'une assemblee ne prive pas
un actionnaire du droit de voter lors de cette assemblee.

ARTICLE 4.     LES AGENTS DE TRANSFERTS ET LES AGENTS D'INSCRIPTION

               Le conseil d'administration peut, a l'occasion, par voie de
resolution, nommer ou remplacer les agents de transferts et les agents
d'inscription des valeurs mobilieres de la Societe et, en general, faire les
reglements concernant le transfert, le transport et la transmission des valeurs
mobilieres de la Societe. Tous les certificats de



                                     - 26 -

valeurs mobilieres de la Societe emis apres qu'une telle nomination a ete faite
doivent etre contresignes par un de ces agents de transferts ou agents
d'inscription et ne sont pas valides a moins qu'ils ne soient ainsi
contresignes.

ARTICLE 5.     LES CERTIFICATS PERDUS, DETRUITS OU MUTILES

               Le conseil d'administration doit ordonner qu'un nouveau
certificat de valeurs mobilieres de la Societe soit emis pour remplacer tout
certificat precedemment emis par la Societe et qui a ete mutile, perdu, detruit
ou vole si le proprietaire:

               a)   l'en requiert ayant d'etre avise de l'acquisition de cette
     valeur par un acheteur de bonne foi;

               b)   fournit a la Societe un cautionnement suffisant; et

               c)   satisfait a toute autre exigence raisonnable qu'impose la
     Societe.

ARTICLE 6.     LES RESTRICTIONS AFFECTANT LES VALEURS MOBILIERES ET LES
               ACTIONNAIRES

               Les valeurs mobilieres et les actionnaires de la Societe sont
sujets aux restrictions, s'il en est, qui sont stipulees ou pourront l'etre a
leur egard dans les statuts de la Societe.

                               REGLEMENT HUITIEME

              L'EXERCICE FINANCIER, LES COMPTES ET LA VERIFICATION

ARTICLE 1.     L'EXERCICE FINANCIER

               L'exercice financier de la Societe se termine le 31 mai de chaque
annee.

ARTICLE 2.     LES COMPTES

               Les administrateurs doivent faire tenir des livres de comptes
appropries concernant toutes les sommes d'argent recues et depensees par la
Societe, ainsi que les objets pour lesquels les recettes et les depenses sont
operees, toutes les ventes et tous les achats de valeurs par la Societe, l'actif
et le passif de la Societe et toutes autres operations qui interessent la
situation financiere de la Societe.



                                     - 27 -

               Les livres de comptes doivent etre tenus au siege social de la
Societe ou a tout autre endroit que les administrateurs jugent approprie et les
administrateurs peuvent en tout temps raisonnable les examiner.

               Si les livres de comptes de la Societe sont conserves en dehors
du Canada, il doit etre conserve au siege social ou dans un autre bureau au
Canada des registres de comptabilite suffisants pour permettre aux
administrateurs de verifier tous les trimestres, avec une precision
raisonnablement suffisante, la situation financiere de la Societe.

ARTICLE 3.     LA VERIFICATION

               La nomination, les droits et les fonctions du ou des
verificateurs de la Societe sont regles par la Loi. Les livres de la Societe
doivent etre examines au moins une fois par exercice financier et l'exactitude
de l'etat des revenus et depenses et du bilan doit etre constatee par ce ou ces
verificateurs.

                               REGLEMENT NEUVIEME

              LES CONTRATS, LES CHEQUES, LES TRAITES ET LES COMPTES

ARTICLE 1.     LES CONTRATS

               Tous actes, documents, transferts, contrats, engagements,
obligations, debentures et autres instruments que la Societe doit executer
doivent etre signes par le president du conseil ou le president ou un des
vice-presidents ou l'administrateur-gerant ou un administrateur et contresignes
par le secretaire ou tresorier ou un secretaire adjoint ou le tresorier adjoint
ou un autre administrateur de la Societe. Le conseil d'administration peut, a
l'occasion, par voie de resolution, autoriser d'autres personnes a signer au nom
de la Societe. Cette autorisation peut etre generale ou se limiter a un cas
particulier. Sauf tel que dit precedemment ou tel qu'autrement prevu dans les
reglements de la Societe, aucun administrateur, dirigeant, representant ou
employe de la Societe n'a le pouvoir ni l'autorisation de lier la Societe par
contrat ou autrement, ni d'engager son credit.

               Sous reserve de la Loi, la Societe peut passer un contrat ou
transiger des affaires avec un ou plusieurs de ses administrateurs ou
dirigeants, ou avec toute maison dont



                                     - 28 -

un ou plusieurs de ses administrateurs ou dirigeants sont membres ou employes,
ou avec toute autre compagnie ou societe dont un ou plusieurs de ses
administrateurs ou dirigeants sont actionnaires, directeurs ou administrateurs,
dirigeants ou employes.

               L'administrateur ou le dirigeant de la Societe qui est partie a
un contrat ou a un projet de contrat important avec la Societe ou qui est
administrateur ou dirigeant d'une personne partie a un tel contrat ou projet ou
qui possede un interet important dans celle-ci doit divulguer par ecrit a la
Societe ou demander que soient consignees au proces-verbal des reunions des
administrateurs la nature et l'etendue de son interet, et ce, au moment et de la
facon prevus dans la Loi et lin tel administrateur ne doit voter sur aucune
resolution tendant a l'approbation du contrat, sauf tel que prevu par la Loi.

ARTICLE 2.     LES CHEQUES ET LES TRAITES

               Tous les cheques, lettres de change et autres mandats de paiement
d'argent, billets ou titres de creance emis, acceptes ou endosses au nom de la
Societe doivent etre signes par l'administrateur, le dirigeant ou le
representant ou les administrateurs, dirigeants ou representants de la Societe
et de la maniere que le conseil d'administration determine, a l'occasion, par
voie de resolution; l'un ou l'autre de ces administrateurs, dirigeants ou
representants peut endosser seul les billets et les traites pour perception pour
le compte de la Societe, par l'entremise de ses banquiers, et endosser les
billets et les cheques pour depot a la banque de la Societe, au credit de la
Societe; ces effets de commerce peuvent aussi etre endosses "pour perception" ou
"pour depot" a la banque de la Societe en utilisant l'estampe de la Societe a
cet effet. N'importe lequel de ces administrateurs, dirigeants ou representants
nommes a cette fin peut arranger, regler, verifier et certifier tous les livres
et comptes entre la Societe et ses banquiers, et peut recevoir tous les cheques
payes et les pieces justificatives et signer toutes les formules de reglement de
verification et de reglement de quittance et les bordereaux de verification de
la banque.

ARTICLE 3.     LES DEPOTS

               Les fonds de la Societe peuvent etre deposes, a l'occasion, au
credit de la Societe a toutes banques ou aupres de toutes compagnies de fiducie
ou chez tous banquiers



                                     - 29 -

que le conseil d'administration approuve, a l'occasion, par voie de resolution.

ARTICLE 4.     LE DEPOT DES TITRES EN SURETE

               Les titres de la Societe sont deposes en garde chez un ou
plusieurs banquiers, compagnies de fiducie ou autres institutions financieres au
Canada, aux Etats-Unis d'Amerique ou ailleurs qui sont choisis par le conseil
d'administration. Tous les titres ainsi deposes peuvent etre retires, a
l'occasion, mais seulement sur l'ordre ecrit de la Societe, signe par
l'administrateur, le dirigeant ou le representant, ou les administrateurs, les
dirigeants ou representants et de la maniere que le conseil d'administration
determine, a l'occasion, par voie de resolution. Cette autorisation peut etre
generale ou se limiter a un cas particulier. Toute institution financiere qui a
ete ainsi choisie comme gardienne par le conseil d'administration est
entierement protegee en agissant conformement aux directives du conseil
d'administration et n'est en aucune circonstance responsable de la facon dont on
dispose des titres ainsi retires de depot ou de leur produit.

                                REGLEMENT DIXIEME

                                LES DECLARATIONS

               Le president du conseil, le president, tout vice-president, le
tresorier, le secretaire, le secretaire-tresorier, tout tresorier adjoint, tout
secretaire adjoint, l'administrateur-gerant, le comptable, tout comptable
adjoint et chef de bureau, ou tout autre dirigeant ou personne nomme a cette fin
par le president ou tout vice-president ont, collectivement ou individuellement,
l'autorisation et le droit de comparaitre et de repondre, pour la Societe et en
son nom, sur tout bref, ordonnance et interrogatoire sur faits et articles emis
par toute cour de justice et de faire, pour et au nom de la Societe, toute
declaration sur bref de saisie-arret dans lequel la Societe est tierce-saisie et
de faire tous les affidavits et declarations sous serment s'y rapportant ou se
rapportant a toute procedure judiciaire dans laquelle la Societe est une des
parties, et de demander la cession de biens ou la liquidation de tout debiteur
de la Societe et d'obtenir une ordonnance de faillite contre tout debiteur de la
Societe et d'assister et de voter a toute assemblee des creanciers des debiteurs
de la Societe et de donner des procurations a cet effet.



                                     - 30 -

                                REGLEMENT ONZIEME

                L'INDEMNISATION DES ADMINISTRATEURS ET DIRIGEANTS

               Sous reserve des limitations contenues dans la Loi, chacun des
administrateurs et dirigeants de la Societe et leurs predecesseurs et toute
personne qui, a la demande de la Societe, agit en cette qualite pour une
personne morale dont la Societe est actionnaire ou creanciere, ainsi que leurs
heritiers, executeurs testamentaires, administrateurs et ayants cause, de meme
que leur patrimoine, sont respectivement, a meme les fonds de la Societe, en
tout temps et a l'occasion, mis a couvert et garantis contre ce qui suit et en
seront indemnises et rembourses:

               a)   tous frais, charges et depenses raisonnables, y compris les
     sommes versees pour transiger sur un proces ou executer un jugement,
     occasionnes lors de poursuites civiles, criminelles ou administratives aux
     quelles il est partie en cette qualite, a l'exception des actions intentees
     par la Societe ou la personne morale, ou pour son compte, en vue d'obtenir
     un jugement favorable, si:

                    (i)   il a agi avec integrite et de bonne foi au mieux des
               interets de la Societe; et

                    (ii)  dans le cas de poursuites criminelles ou
               administratives aboutissant au paiement d'une amende, il avait de
               bonnes raisons de croire que sa conduite etait conforme a la loi;

               b)   tous frais, charges et depenses resultant du fait qu'il a
     ete partie a des actions intentees par la Societe ou par une personne
     morale, ou pour leur compte, en vue d'obtenir un jugement favorable, s'il
     remplit les conditions des sous-alineas i) et ii) ci-haut et si
     l'approbation du tribunal a ete obtenue;

               c)   tous autres frais, charges, depenses raisonnables
     supportes, faits ou encourus par cet administrateur, ce dirigeant ou cette
     personne au cours ou a l'occasion des affaires relevant de ses fonctions ou
     s'y rapportant;



                                     - 31 -

le tout a l'exception, cependant, des frais, charges et depenses qui resultent
de sa propre faute, incurie ou omission volontaire.

               De plus, mais sous reserve des limitations contenues dans la Loi,
aucun administrateur ou dirigeant de la Societe alors en fonction n'est
responsable des actes, quittances, negligences ou defauts de tout autre
administrateur ou dirigeant ou employe ni pour avoir ete partie a toute
quittance ou acte pour en permettre l'execution, ni n'est responsable de tout
dommage, perte ou depense encouru par la Societe par suite de l'insuffisance ou
du defaut de titre de toute propriete acquise pour et au nom de la Societe sur
l'ordre du conseil d'administration ou par suite de l'insuffisance de toute
garantie relative a tout placement de la Societe, ni n'est responsable de tout
dommage ou perte resultant de la faillite, de l'insolvabilite ou de l'acte
prejudiciable de toute personne, firme ou corporation, y compris toute personne,
firme ou corporation aupres de laquelle quelque argent, valeur ou effet de la
Societe a ete place ou depose, ni n'est responsable de tout mauvais usage,
perte, usurpation, detournement ou dommage resultant de toute transaction de
quelque argent, valeur ou autre actif appartenant a la Societe ou de tout autre
dommage, perte ou calamite qui pourrait survenir dans l'execution de ses
fonctions ou de sa fiducie, ou s'y rapportant, a moins que ces evenements ne
resultent de sa propre faute, incurie ou omission volontaire.

               ET la Societe, par les presentes, consent a l'indemnisation
prevue au present reglement.

                               REGLEMENT DOUZIEME

                                  LES EMPRUNTS

               Le conseil d'administration est autorise, par les presentes, en
tout temps et a l'occasion:

               a)   a emprunter de l'argent et a obtenir des avances sur le
     credit de la Societe aupres de toute banque, corporation, societe ou
     personne, selon les termes, conventions et conditions, aux epoques, pour
     les montants, dans la mesure et de la maniere que le conseil
     d'administration peut, a sa discretion, juger convenables;

               b)   a restreindre ou a augmenter les sommes a etre empruntees;



                                     - 32 -

               c)   a emettre, reemettre ou faire emettre des bons, obligations,
     debentures ou autres valeurs de la Societe et a les donner en nantissement
     ou les vendre pour les montants, suivant les termes, conventions et
     conditions, et aux prix que le conseil d'administration peut juger
     convenables;

               d)   a garantir ces bons, obligations, debentures ou autres
     valeurs de la Societe, ou tout autre emprunt ou engagement present ou futur
     de la Societe, au moyen d'un MORTGAGE, d'une hypotheque, d'une charge ou
     d'un nantissement visant tout ou partie des biens meubles et immeubles que
     la Societe possede couramment a titre de proprietaire ou qu'elle a
     subsequemment acquis, ainsi que toute ou partie de l'entreprise et des
     droits de la Societe;

               e)   en garantie de tous escomptes, decouverts, emprunts,
     credits, avances ou autres dettes, ou engagements, de la part de la
     Societe envers toute banque, corporation, societe ou personne, ainsi que
     des interets sur ceux-ci, a hypothequer, nantir, mettre en gage et
     transporter a toute banque, corporation, societe ou personne une partie ou
     la totalite des biens de la Societe, reels ou personnels ou mixtes,
     mobiliers ou immobiliers, presents ou futurs, et a donner toute garantie
     sur ceux-ci qu'une banque peut accepter en vertu des dispositions de la Loi
     sur les banques et renouveler, modifier, varier ou remplacer une telle
     garantie a discretion, avec le droit de promettre de donner des garanties
     d'apres la Loi sur les banques pour toutes dettes contractees ou devant
     etre contractees par la Societe envers toute banque;

               f)   sous reserve de la Loi, a procurer ou aider a procurer des
     fonds et a aider au moyen de bonis, prets, promesses, endossements,
     garanties ou autrement, toute compagnie, societe ou personne et a garantir
     l'execution ou l'accomplissement de tous contrats, engagements ou
     obligations de toute compagnie, societe ou personne et, en particulier, a
     garantir le paiement du principal et de l'interet sur les obligations ou
     autres valeurs, hypotheques et dettes de toute compagnie, societe ou
     personne;

               g)   a exercer d'une facon generale tous ou chacun des droits ou
     pouvoirs que la Societe elle-meme peut exercer en vertu de ses statuts et
     des lois qui la regissent; et



                                     - 33 -

               h)   a deleguer, par resolution, a tout dirigeant ou
     administrateur, sous reserve des limitations contenues dans la Loi, tous ou
     chacun des pouvoirs conferes par les presentes au conseil d'administration.

               ET les pouvoirs d'emprunter et de donner des garanties autorises
par les presentes sont consideres comme etant des pouvoirs permanents et non pas
comme devant se terminer apres le premier usage qui en sera fait, et ils peuvent
etre exerces a l'occasion par la suite tant que ce reglement n'a pas ete revoque
et qu'avis de sa revocation n'a pas ete donne a qui de droit.

                               REGLEMENT TREIZIEME

                LA PROMULGATION, LA REVOCATION ET LA MODIFICATION
                                 DES REGLEMENTS

               Les administrateurs peuvent, a l'occasion, etablir, promulguer
ou adopter des reglements, non contraires a la Loi ou aux statuts de la Societe,
et ils peuvent revoquer, modifier ou remettre en vigueur tout reglement de la
Societe. Ces reglements (sauf les reglements qui, en vertu des dispositions de
la Loi, doivent etre approuves et ratifies par les actionnaires avant d'entrer
en vigueur) et chaque revocation, modification ou remise en vigueur de ces
reglements, prennent effet a compter de la date de la resolution des
administrateurs et doivent etre soumis, des l'assemblee suivante, aux
actionnaires de la Societe qui peuvent, par resolution ordinaire, les confirmer,
les rejeter ou les modifier. Advenant le rejet par les actionnaires ou advenant
qu'un tel reglement, une telle modification ou une telle revocation ne soient
pas ainsi soumis aux actionnaires, ces reglement, modification ou revocation
cessent d'avoir effet.

SCEAU

IL EST RESOLU:

               Que le sceau dont une impression apparait ci-contre soit et il
est, par les presentes, approuve et adopte comme etant le sceau de la Societe.



                                     - 34 -

REGISTRES SOCIAUX

IL EST RESOLU:

               Que les registres sociaux suivants soient et ils sont, par les
presentes, adoptes comme registres sociaux de la Societe:

               1.   Registre des actionnaires;
               2.   Registre des administrateurs;
               3.   Registre des valeurs mobilieres; et
               4.   Registre des transferts.

FORMULE DE CERTIFICATS D'ACTIONS ORDINAIRES

IL EST RESOLU:

               Que les formules de certificats d'actions annexees aux presentes
comme Appendices "A" et "B" soient et elles sont, par les presentes, approuvees
et que telles formules soient et elles sont, par les presentes, adoptees comme
formules de certificats d'actions ordinaires et privilegiees de la Societe; et

               Que deux administrateurs aient et ils ont, par les presentes,
l'autorisation et les instructions d'apposer, aux fins d'identification, leurs
initiales respectives auxdit projets.

ETABLISSEMENT DU REGLEMENT QUATORZIEME (EMPRUNT - BANQUE NATIONALE DU CANADA)

IL EST RESOLU:

               Que ce qui suit soit et est, par les presentes, decrete, edicte
et promulgue comme etant le reglement quatorzieme de la Societe:

                              REGLEMENT QUATORZIEME

IL EST RESOLU QUE:

Le Conseil d'administration soit autorise a:

     (a)  emprunter de l'argent et obtenir des avances de la Banque Nationale du
Canada (ci-apres appelee la BANQUE) sur le credit de la Compagnie a telles
epoques, pour tels montants et a telles conditions qu'il jugera a propos, soit
en



                                     - 35 -

escomptant ou en faisant escompter des effets et instruments negociables faits,
tires, acceptes ou endosses par la Compagnie, soit en decouvrant le compte de
banque, soit en faisant des arrangements de credit, soit en obtenant des prets
ou avances, soit de toute autre maniere;

     (b)  Emettre des obligations, debentures ou autres valeurs de la
Compagnie, les donner en garantie a la Banque ou les lui autrement ceder, le
tout aux termes, conditions et considerations qu'il jugera appropries;

     (c)  Hypothequer, nantir, gager, ceder, transporter ou affecter de quelque
maniere que ce soit, la totalite ou une partie des biens reels ou personnels,
meubles ou immeubles, entreprises ou droits, presents ou futurs, de la
Compagnie, pour garantir lesdites obligations, debentures ou valeurs emises, ou
pour garantir tous emprunts, dettes, responsabilites ou engagements
quelconques, presents ou futurs, directs ou indirects, de la Compagnie a
l'endroit de la Banque;

     (d)  Deleguer en tout temps par resolution a un ou plu sieurs
administrateurs, officiers ou autres employes de la Compagnie, ou a toute autre
personne, a la discretion du conseil d'administration, une partie ou la totalite
des pouvoirs ci-dessus mentionnes.

          Les pouvoirs mentionnes dans le present reglement sont en sus de ceux
que les administrateurs, dirigeants ou officiers de la Compagnie pourraient
autrement detenir en vertu de la loi ou de ses statuts.

     Le present reglement demeurera en vigueur a l'egard de la Banque jusqu'a ce
qu' un avis ecrit de son abrogation ou de sa modification ait ete donne a la
Banque et que celle-ci en ait accuse reception par ecrit.

RESOLUTION BANCAIRE (BANQUE NATIONALE DU CANADA)

IL A ETE RESOLU:

     (1)  QUE les affaires bancaires de la Compagnie soient transigees a la
Banque Nationale du Canada et ladite Banque est autorisee a payer et accepter
tous cheques, traites, billets a ordre, lettres de change, mandats ou ordre de
paiement et autres effets signes, tires, acceptes ou endosses pour la Compagnie
par deux (2) des officiers et, de plus, a accepter en depot au credit de la
Compagnie tous



                                     - 36 -

cheques, traites, billets, lettres de change et autres effets endosses au nom de
la Compagnie par ces memes personnes, ou portant la mention, apposee au moyen
d'un tampon ou autrement, "POUR DEPOT AU COMPTE DU BENEFICIAIRE" ou toute autre
mention equivalente;

     (2)  QUE deux (2) des officiers soient autorises, pour la Compagnie et en
son nom a exercer les droits et pouvoirs mentionnes aux paragraphes (a), (b) et
(c) du reglement quatorzieme de la Compagnie, et plus specialement a faire des
arrangements ou conventions avec la Banque concernant toute question relative
aux prets ou avances consentis par la Banque a la Compagnie, y compris les
decouverts de compte, a transiger et regler toutes affaires bancaires avec
ladite Banque et a signer tous actes ou documents aux fins ci-dessus ou aux fins
mentionnees audit reglement, notamment, sans limitation, tout acte ou document
conferant a la Banque une garantie, un titre ou des droits quelconques a l'egard
de la totalite ou d'une partie des biens reels ou personnels, meubles ou
immeubles, presents ou futurs de la Compagnie, y compris tout acte ou clause de
dation en paiement juge approprie;

     (3)  QUE les personnes autorisees aux termes des paragraphes (1) et (2)
ci-dessus et chacune d'elles separement, soient autorisees a recevoir de la
Banque les releves de compte, les cheques payes et autres effets portes au debit
du compte de la Compagnie, et a certifier et accepter tous comptes et tous
soldes de compte entre la Compagnie et la Banque;

     (4)  QUE tous les effets, garanties et documents signes, faits, tires,
acceptes ou endosses, tel que ci-haut stipule seront valides et lieront la
Compagnie;

     (5)  QU'il soit fourni a la Banque une liste des noms des administrateurs,
officiers ou autres mandataires de la Compagnie autorises aux fins ci-dessus,
ainsi qu'un specimen de leurs signatures, et que la Banque soit avisee par ecrit
de tous changements qui pourraient survenir concernant ces personnes; telle
liste lorsque recue par la Banque liera la Compagnie jusqu'a ce qu'un avis ecrit
contraire soit donne a la Banque et que celle-ci en ait accuse reception;

     (6)  QUE communication de la presente resolution soit donnee a la Banque et
qu'elle reste en vigueur jusqu'a avis contraire donne par ecrit a la Banque, et
que celle-ci en ait accuse reception;



                                     - 37 -

     (7)  QUE le president et le secretaire ou, le cas echeant, l'administrateur
unique soient autorises a attester la presente resolution et le reglement
quatorzieme ci-haut mentionnes.


DETERMINATION DU NOMBRE PRECIS DES ADMINISTRATEURS

               ATTENDU qu'il y aurait lieu de fixer le nombre precis des
administrateurs conformement aux dispositions des reglements de la Societe;

IL EST RESOLU:

               Que, jusqu'a ce qu'il en soit decide autrement par resolution des
administrateurs, le conseil d'administration se compose de quatre (4)
administrateurs.


SOUSCRIPTION D'ACTIONS

               Attendu que la Societe a recu de SERVICES FARMICO INC. une
souscription pour mille (1 000) actions ordinaires, sans valeur nominale, du
capital social de la Societe au prix d'un dollar (1 $) l'action;

IL EST RESOLU:

               Que la souscription de SERVICES FARMICO INC. pour mille (1 000)
actions ordinaires, sans valeur nominale, du capital social de la Societe,
annexee aux presentes, soit et elle est, par les presentes, acceptee.

ATTRIBUTION, REPARTITION ET EMISSION D'ACTIONS

               Attendu que la Societe a recu paiement desdites mille (1 000)
actions ordinaires;

IL EST RESOLU:

     1.        Que mille (1 000) actions ordinaires, sans valeur nominale, du
capital social de la Societe soient et elles sont, par les presentes,
attribuees, reparties et emises a SERVICES FARMICO INC. conformement aux termes
de sa souscription;



                                     - 38 -

     2.        Que la consideration pour l'emission desdites mille (1,000)
actions ordinaires, sans valeur nominale, du capital social de la Societe soit
et elle est, par les presentes, fixee a un dollar (1$) l'action; et

     3.        Que lesdites mille (1,000) actions ordinaires, sans valeur
nominale, du capital social de la Societe ainsi attribuees, reparties et emises
soient et elles sont, par les presentes, declarees entierement acquittees et non
cotisables, la Societe en ayant recu le paiement complet.

.. . . . .                           . . . . .                          . . . . .

               Par les presentes, les reglements numerotes de premier a
treizieme inclusivement, les resolutions ayant trait respectivement a l'adoption
du sceau, l'adoption des registres sociaux, l'adoption des formules de
certificats d'actions, l'etablissement du reglement quatorzieme relativement aux
pouvoirs d'emprunt vis-a-vis la Banque Nationale du Canada, la resolution
bancaire vis-a-vis la Banque Nationale du Canada, la determination du nombre
precis des administrateurs, l'approbation d'une souscription d'actions et
l'attribution, la repartition et l'emission d'actions sont adoptes par les
administrateurs de la Societe conformement aux dispositions de l'article 112 (1)
de la Loi sur les societes commerciales canadiennes, ce 6e jour d'aout 1984.


                                 /s/ Jean Coutu
                       -----------------------------------
                                   Jean Coutu


                                /s/ Jacques Masse
                       -----------------------------------
                                  Jacques Masse


                                /s/ Yvon Bechard
                       -----------------------------------
                                  Yvon Bechard


                             /s/ Gilles C. Lachance
                       -----------------------------------
                               Gilles C. Lachance


                                 ADMINISTRATEURS

EX-3.92

                                                                    Exhibit 3.92

                          RESOLUTIONS OF THE DIRECTORS

                                       OF

                             SERVICES SECURIVOL INC.

                              Dated August 6, 1984

                 We the undersigned, being all the directors of

                            SERVICES SECURIVOL INC.,

a corporation incorporated under the CANADA BUSINESS CORPORATIONS ACT, do hereby
pass, pursuant to the provisions of section 112 of the CANADA BUSINESS
CORPORATIONS ACT, by unanimous written consent and without calling a meeting,
the following resolutions, which resolutions have the same validity as if they
had been passed at a meeting duly called and held:

CERTIFICATE OF INCORPORATION

BE IT RESOLVED:

             That the certificate of incorporation by which the Corporation was
incorporated, as indicated in the articles of incorporation attached thereto,
under the provisions of the CANADA BUSINESS CORPORATIONS ACT, which certificate
is dated August 3, 1984, be and hereby is adopted as the articles of
incorporation of the Corporation, and that the secretary of the Corporation be
and hereby is authorized and instructed to insert such certificate of
incorporation or a copy thereof in the book of minutes of the Corporation.

ENACTMENT OF THE GENERAL BY-LAWS

BE IT RESOLVED:

             That the following be and hereby is enacted as the general by-laws
of the Corporation, numbered from 1 to 13 inclusive:

                                 BY-LAW NUMBER 1

                                 INTERPRETATION

             Unless the context otherwise requires, the following terms and
expressions, when used in these by-laws of the Corporation, shall have the
following meanings:



                                      - 2 -

             1.1 "director" means, regardless of his actual title, the holder of
such position, and the terms "directors" and "board of directors" shall include
a sole director;

             1.2 "Act" means the CANADA BUSINESS CORPORATIONS ACT (S.C. 1974-75,
ch. 33) and any act that may replace it, as amended from time to time;

             1.3 "by-laws" means the general by-laws of the Corporation,
numbered from 1 to 13 inclusive, and any other by-laws of the Corporation in
force from time to time;

             1.4 "Corporation" means the corporation incorporated under the name
SERVICES SECURIVOL INC. by certificate of incorporation pursuant to the Act;

             1.5 "articles" means the original or amended clauses governing the
incorporation, as well as any amendment, merger, continuation, reorganization,
winding up, re-incorporation or other arrangement of the Corporation.

             Subject to the foregoing, the terms and expressions defined in the
Act shall have the same meanings when used in these by-laws.

             Words denoting the singular shall also include the plural and vice
versa, and words denoting the masculine gender shall also include the feminine
gender; and words designating a person shall also include corporations,
companies, partnerships and associations.

                                  BY-LAW NO. 2

                                 CORPORATE NAME,
                      REGISTERED OFFICE AND CORPORATE SEAL

SECTION 1.   CORPORATE NAME

             The corporate name of the Corporation is as indicated in the
articles.

SECTION 2.   REGISTERED OFFICE

             The registered office of the Corporation shall be situated in the
place specified in the articles of the Corporation and at the address indicated
in the notice of registered office filed upon incorporation, or at such other
address within the limits of the place specified in the articles as the board of
directors may from time to time determine by resolution.

             In addition to its registered office and principal place of
business, the Corporation may establish and maintain such other offices, places
of business,



                                      - 3 -

subsidiaries and agencies within or outside Canada as the board of directors may
from time to time decide by resolution.

SECTION 3.   CORPORATE SEAL

             The seal of the Corporation shall be in circular form and the name
of the Corporation as well as the year it was incorporated shall appear thereon.

             The chairman of the board of directors, the president of the
Corporation, any vice-president, the secretary, the treasurer, any assistant
secretary, assistant treasurer or director, or such other officer of the
Corporation as the board of directors may designate and authorize for such
purpose from time to time, shall all and each of them shall be permitted to
affix the seal of the Corporation to any document that may require it.

                                  BY-LAW NO. 3

                                  SHAREHOLDERS

SECTION 1.   ANNUAL MEETINGS

             The annual meeting of the shareholders of the Corporation shall be
held at such date (not later than fifteen (15) months following the preceding
annual meeting of the shareholders of the Corporation) as the directors may fix
from time to time by resolution.

             Annual meetings of the shareholders of the Corporation shall be
held at the registered office of the Corporation or elsewhere in Canada pursuant
to the resolution of the board of directors, or in any other place outside
Canada if all the shareholders of the Corporation entitled to vote thereat
consent thereto.

SECTION 2.   SPECIAL MEETINGS

             Special meetings of shareholders may be called from time to time
and at any time by the chairman of the board of directors, the president of the
Corporation or the managing director, or by resolution of the board of
directors, and shall be called where required in writing by the holders of not
less than five percent (5%) of the shares issued by the Corporation that carry
the right to vote thereat. Fractions of shares represented by certificates or
scrips in bearer form, if any, shall not be considered as issued and outstanding
for the purposes of determining such percentage. Each such resolution or
requisition shall state the business to be transacted at such future meeting and
each requisition shall be sent to each director and to the registered office of
the Corporation.



                                      - 4 -

             The chairman of the board or, in his absence, the president of the
Corporation or, in his absence, the managing director shall, in the event that
such a resolution is passed or requisition is received, cause the meeting to be
called forthwith by the secretary of the Corporation pursuant to the terms of
such resolution or requisition. If the secretary of the Corporation fails to
call the meeting within twenty-one {21) days following the adoption of the
resolution or receipt of the requisition, any director may call the meeting or
such meeting may be called by any shareholder having signed the requisition in
accordance with and subject to the provisions of the Act.

             Special meetings of shareholders shall be held at the registered
office of the Corporation or elsewhere in Canada pursuant to the resolution of
the board of directors, or anywhere outside Canada if all the shareholders of
the Corporation entitled to vote thereat consent thereto.

SECTION 3.   NOTICE OF MEETINGS

             A notice specifying the date, time and place of an annual meeting
and special meeting of the shareholders shall be sent by prepaid mail to each
shareholder entitled to vote at such meeting, at such shareholder's last address
as shown in the registers of the Corporation, and to each director and to the
auditor of the Corporation, not less than twenty-one (21) days and not more than
fifty (50) days before the meeting, and neither the day on which notice is
served or sent (TERMINUS A QUO) nor the day on which the meeting is held
(TERMINUS AD QUEM) shall be counted for the purposes of determining the time for
calling the meeting.

             In the case of joint shareholders, notice shall be given to the
shareholder whose name first appears in the registers of the Corporation and
notice so given shall constitute sufficient notice to each of the joint
shareholders.


             A shareholder and any other person entitled to attend a meeting of
the shareholders may waive notice of the meeting in any manner before or after
the meeting is held, and the attendance of such shareholder or other person at
the meeting constitutes a waiver of notice, except where he attends for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called.

             Notice of a meeting of the shareholders at which special business
is to be transacted shall state:

             (a) the nature of such business in sufficient detail to permit the
             shareholders to form a reasoned judgement thereon; and

             (b) the text of any special resolution to be submitted to the
             meeting.

             All business to be transacted at a special meeting of the
shareholders or at an annual meeting of the shareholders, except for
consideration of the financial



                                      - 5 -

statements and auditor's report thereon, the reappointment of the incumbent
auditor and the election of directors, is deemed to be special business.

             Simple irregularities in the notice or in the manner in which
notice is given or the accidental omission to give notice of any meeting to a
shareholder or the non-receipt of any notice by a shareholder shall not
invalidate any actions taken at such meeting.

SECTION 4.   CHAIRMAN OF THE MEETING

             The chairman of the board or, in his absence, the president of the
Corporation or, in his absence, any vice-president who is a member of the board
of directors (such vice-president to be designated by the meeting if more than
one such vice-president is present) shall preside at any meeting of the
shareholders. If the chairman of the board, the president of the Corporation and
such vice-presidents are absent or decline to act, the persons present may
choose one of their number to act as chairman of the meeting. In the case of an
equality of votes, the chairman of a meeting of the shareholders shall have a
second or casting vote in respect of any matter submitted to a vote at the
meeting.

SECTION 5.   QUORUM, VOTE AND ADJOURNMENT

             The quorum at annual meetings of the shareholders and special
meetings of the shareholders of the Corporation shall be constituted, regardless
of the number of persons actually present, if the holder or holders of not less
than fifty-one percent (51%) of the shares of the share capital of the
Corporation issued and outstanding and carrying the right to vote at such
meeting are present or represented by proxy.

             The acts of the holder or holders of a majority of shares
represented and carrying the right to vote at such meeting shall be deemed to be
the acts of all the shareholders, except where the vote or consent of a number
of shares greater than the majority is required by the Act or the articles or
by-laws of the Corporation. Subject to the foregoing, the vote of the holder or
holders of a majority of shares represented at any annual meeting and carrying
the right to vote at such meeting is sufficient to lawfully ratify any prior act
of the board of directors and of the officers of the Corporation.

             If no quorum is present at the commencement of a meeting of the
shareholders, the meeting, if called at the requisition of shareholders, shall
be adjourned. In any other case, any persons present in person and entitled to
be counted for the purpose of constituting a quorum may adjourn the meeting to
such date, time and place as they may determine by resolution.

             Notice of the adjournment of a meeting to a date less than thirty
{30) days later shall be given by an announcement made at the original meeting.

             Notice of a meeting adjourned by one or more adjournments for an



                                      - 6 -

aggregate of thirty (30) days or more shall be given in the manner and in the
period set forth under section 3 of this By-law No. Three.

             The quorum at the second or adjourned meeting shall consist solely
of such person or persons as are physically present and entitled to vote
thereat.

             Any business which could lawfully have been transacted at the
original meeting may be transacted at such second or adjourned meeting.

SECTION 6.   RIGHT TO VOTE

             Any body corporate or association holding shares in the share
capital of the Corporation carrying the right to vote at any meeting of the
shareholders of the Corporation or at any meeting of a particular category of
shareholders of the Corporation, may act and vote at such meeting through a duly
authorized representative, who need not be a shareholder of the Corporation.

             At any meeting of the shareholders, each shareholder who is present
at such meeting and entitled to vote thereat (including the authorized
representative of a body corporate or association who is present in person) is
entitled to one (1) vote on a show of hands and, if voting by secret ballot,
each shareholder present in person or represented by proxy (including the
authorized representative of a body corporate or an association) is entitled to
one (1) vote for each share carrying the right to vote at the meeting and
registered in his name (or in the name of the relevant body corporate or
association) in the registers of the Corporation, unless the articles of the
Corporation prescribe another form of vote, in which case voting shall be
pursuant to such other form.

             Any matter submitted to a meeting of the shareholders shall be
decided on a show of hands, unless a secret ballot is demanded pursuant to the
following paragraph.

             A shareholder or a proxyholder of a shareholder, including the
authorized representative of a body corporate or an association, may demand a
secret ballot in respect of any matter to be submitted to a vote of the
shareholders.

             At a meeting of the shareholders, shareholders entitled to vote,
including a body corporate or an association, may vote by written proxy where
the vote is held by secret ballot. The same principle applies to the authorized
representative of a body corporate or an association if he is duly authorized to
do so by such body corporate or association.

             In the case of joint shareholders, the vote of the most senior of
such joint shareholders, either in person or by proxy, shall be accepted to the
exclusion of the vote of any other joint holder of the same shares and, for the
purposes of this paragraph, "most senior of such joint shareholders" shall mean
the holder whose name first appears in the registers of the Corporation.



                                      - 7 -

SECTION 7.   PROXY AND SOLICITATION OF PROXIES

             Any shareholder entitled to vote at a meeting of the shareholders
may, by proxy, appoint a proxyholder and several alternate proxyholders, who
need not be shareholders, for the purpose of attending such meeting and acting
thereat within the limits prescribed by the proxy.

             The instrument appointing a proxyholder shall be in writing and
executed by the shareholder or his agent authorized in writing or, if the
shareholder is a body corporate, either under its seal and by an officer thereof
or by an agent duly authorized. A proxy is valid only at the meeting in respect
of which it is given or any adjournment thereof.

             A shareholder may revoke a proxy by tendering a written instrument
signed by him or by his agent authorized in writing, at the registered office of
the Corporation until the last business day inclusive preceding the relevant
meeting, or at the adjournment thereof, or by delivering the same to the
chairman of the meeting upon the commencement of the meeting or the adjournment
thereof.

             The directors may, in the notice of meeting, specify a closing date
for the tender of proxies to the Corporation or to the agent thereof, which
closing date shall not precede the commencement of the meeting or the
adjournment thereof by more than forty-eight (48) hours, not including Saturdays
and holidays.

             If the Corporation has fifteen (15) or more shareholders, counting
joint shareholders as single shareholders, the management, when giving notice of
any meeting of the shareholders, shall send a proxy form and management proxy
circular in the form prescribed by the Act, to the auditor of the Corporation,
to the relevant shareholders and to the Director under the Act.

             Subject to the provisions of the Act regarding the solicitation of
proxies, an instrument appointing a proxyholder may be in the form set out
below, but shall provide only for the appointment of the proxyholder and, if
applicable, the revocation of a prior instrument appointing a proxyholder:

                                      PROXY

TO ALL WHO SHALL SEE THESE PRESENTS,

I the undersigned, ______________ of ______________, being the registered holder
of ______________ (__________) shares issued and outstanding of the share
capital of
                             SERVICES SECURIVOL INC.
do hereby appoint ______________, of ______________, or failing him,
______________ of ______________, as the proxyholder of the undersigned, to
attend



                                      - 8 -

and vote to the extent of the number of votes to which I am now entitled or may
be entitled, and otherwise to act for and on behalf of the undersigned and in
his stead at the (special or annual) meeting of the shareholders of the
Corporation, to be held at ______________, Province of Quebec, Canada, on the
_______ day of ____________ 19__ at _____ a.m. / p.m. and at any adjournment or
adjournments thereof, as fully as the undersigned would or could do if the
undersigned were present in person, with full power of substitution and
revocation, for the purpose of ______________ and (if applicable) I hereby
revoke any prior proxy given to ______________ on the _______ day of
____________ 19__.

             And I hereby approve, ratify and confirm any action that my
proxyholder or alternate proxyholder may legally take or cause to be taken, for
and on my behalf and in my stead hereunder.

MADE AND SIGNED IN THE CITY OF ______________, Province of ______________,
Canada, on this the _______ day of ____________ 19__.

IN THE PRESENCE OF:


- ------------------------                                ------------------------
        Witness                                                 Shareholder

SECTION 8.   SCRUTINEERS

             The chairman of a meeting of the shareholders may appoint one (1)
or more persons (who need not be shareholders) to act as scrutineer or
scrutineers at such meeting.

SECTION 9.   SHAREHOLDER ADDRESSES

             Every shareholder shall provide the Corporation with an address to
which or at which notices intended for such shareholder may be sent or served,
failing which, notices may be sent to such shareholder at any address then
appearing in the registers of the Corporation. If no address appears in the
registers of the Corporation, notices shall be sent to such address as the
sender of the notice considers the most likely to reach the intended recipient
as soon as possible.


SECTION 10.  PURPOSES OF MEETING

             Annual meetings of the shareholders shall be called for the
following purposes:

             (a) opening the meeting;



                                      - 9 -

             (b) reading the notice of meeting, if any, and determining that it
             has been duly given or waived;

             (c) determining that a quorum exists;

             (d) reading the minutes of the last annual meeting and any special
             meetings of the shareholders held thereafter, and approving the
             same, if applicable;

             (e) presenting the directors' annual report, if any;

             (f) presenting the balance sheet, statement of retained earnings,
             statement of income and expenses and statement of changes in
             financial position;

             (g) discussing the auditor's report, if any, and the financial
             statements and approving the same, if applicable;

             (h) electing the directors;

             (i) appointing the auditor and determining his remuneration;

             (j) approving, ratifying, and confirming the enactment, repeal or
             amendment of the by-laws, if any, to the extent that reference
             thereto was made in the notice of meeting;

             (k) approving, ratifying, and confirming the acts, decisions and
             resolutions of the directors and/or officers since the last annual
             general meeting, to the extent that reference thereto was made in
             the notice of meeting;

             (l) any other matters, provided that reference thereto was made in
             the notice of meeting; and

             (m)   adjourning the meeting.

SECTION 11.  RESOLUTIONS

             All proposals or resolutions of the shareholders shall be adopted
at meetings duly called. However, except where calling shareholders to a meeting
is required by the Act, the signature of all the shareholders of the Corporation
entitled to vote, on any document (which may be signed in counterparts)
constituting a proposal or resolution which could be passed by the shareholders,
shall confer upon such proposal or resolution the same value and effect as if it
had been passed by the shareholders entitled



                                     - 10 -

to vote on such resolution at a meeting duly called and held for such purpose.

SECTION 12.  MEETING OF SOLE SHAREHOLDER

             If the Corporation has only one shareholder or only one holder of a
category or series of shares, meetings may be held by such shareholder or his
proxyholder.

                                  BY-LAW NO. 4

                               BOARD OF DIRECTORS

SECTION 1.   NUMBER OF DIRECTORS

             The board of directors of the Corporation is comprised of such
fixed number or minimum and maximum number of directors as is indicated in the
articles of the Corporation, the exact number of directors in the latter case
being that number fixed from time to time by resolution of the board of
directors.

SECTION 2.   CAPACITY AND TERM OF OFFICE

             Unless otherwise provided hereunder, each director shall be elected
by a majority of votes cast at the annual meeting of the shareholders. The vote
to elect the directors of the Corporation need not be by secret ballot, unless a
person present and entitled to vote at the meeting where such election takes
place demands that a ballot vote be held. Each director so elected shall remain
in office until his successor is elected, unless such director resigns or is
unable to act, either as a result of death or removal or for any other cause.

             The position of director shall become vacant automatically upon the
occurrence of any of the following events:

             a) if he becomes bankrupt or makes an authorized assignment of his
             assets for the benefit of his creditors in general, or becomes
             insolvent; or

             b) if he is declared incompetent or is feeble-minded or is declared
             insane.

             The board of directors of the Corporation shall be comprised of a
majority of Canadian residents.



                                     - 11 -

SECTION 3.   GENERAL POWERS OF DIRECTORS

             The directors of the Corporation shall manage the business and
internal affairs of the Corporation and may enter into all manner of agreements
permitted by law on behalf of the Corporation and, except as otherwise provided
below, may generally exercise such other powers and do such other things as the
Corporation is authorized to exercise or do under its articles or on any other
basis.

             Without limiting in any way the generality of the foregoing, the
directors are expressly authorized, at any time, to purchase, rent or otherwise
acquire, alienate, sell, exchange or otherwise dispose of the shares,
securities, rights, securities in bearer form, options and other assets, land,
buildings or other movable or immovable, real or personal or mixed, tangible or
intangible property as well as any rights and interests therein, at such price
and upon such terms and conditions as they see fit.

             Any action taken at a meeting of directors or by any person acting
as director shall be as valid as if the directors or such other person, as the
case may be, had been duly elected and authorized to act as directors of the
Corporation, so long as no successor has been duly elected or appointed, even if
the election of the directors or of such other person acting as director is
subsequently revealed to have been defective, or that one or more directors were
not authorized to act.

SECTION 4.   POWER TO ALLOT SHARES AND GRANT OPTIONS

             The shares of the Corporation are at all times under the control of
the directors who, subject to the Act and the articles of the Corporation, may,
from time to time, by resolution, accept subscriptions for, allot, distribute
and issue, in whole or in part, unissued shares of the Corporation, or otherwise
dispose thereof in any way or manner whatsoever and grant options thereon, to
such directors, persons, firms, companies or corporations, and upon such terms
and conditions, and for such consideration (in accordance with the Act or the
articles of the Corporation) and at such time as they may prescribe in the
resolution relating thereto.

SECTION 5.   POWER TO DECLARE DIVIDENDS

             The directors may, from time to time, subject to the Act, declare
and pay such dividends as they see fit, out of the funds available for such
purpose, to the shareholders according to their respective rights and interest
in the Corporation.

             Before declaring a dividend or making any distribution of profits,
the directors may set aside, out of the profits of the Corporation, such amounts
as they deem appropriate as a reserve or reserves to be used for any purpose for
which the profits of the Corporation may lawfully be used.



                                     - 12 -

             The directors may, by resolution, stipulate that the amount of any
dividend that may lawfully be declared by them be paid, in whole or in part, in
shares of the share capital of the Corporation, and, for such purpose, may
authorize the allotment, distribution and issuance of shares of the share
capital of the Corporation as fully paid-up shares.

             A dividend may be paid by cheque or money order made payable to the
shareholder or other person entitled thereto, and mailed to such shareholder's
or other person's last address as it appears in the registers of the Corporation
or, in the case of joint shareholders, to such joint shareholder whose name
first appears in the registers of the Corporation, and the sending of such a
cheque or money order shall constitute payment thereof, unless the cheque or
money order is not paid upon presentation.

SECTION 6.   DATE OF MEETINGS AND NOTICE

             A meeting, called "annual meeting", of the new directors then
present shall be held immediately following the first meeting of the
shareholders and, subsequently, immediately following each annual meeting of the
shareholders, without the requirement to give notice thereof, on the condition
that such directors constitute a quorum, for the purpose of appointing the
officers of the Corporation and transacting such other business as may arise.

             Regular meetings of the board of directors may be held anywhere
within or outside Canada, at such date and time and upon such notice, if any, as
the board of directors may, from time to time, determine by resolution. A copy
of the resolution of the board of directors fixing the date and place of such
regular meetings shall be sent to each director immediately after the adoption
thereof, but no other notice shall be required for a regular meeting, except
where the Act requires that the purpose of the meeting and the business to be
transacted thereat be specified.

             Any meeting of the board of directors that has not been called in
accordance with the preceding provisions of this section is a special meeting.

             Special meetings of the board of directors may be called at any
time by the chairman of the board, the president of the Corporation, the
managing director or two (2) directors. A notice specifying the date, time and
place of such meeting shall be served upon each director or left at his place of
residence or regular place of business or sent by prepaid mail, telegram or
cablegram to his address as it appears in the registers of the Corporation, not
less than forty-eight (48) hours before the meeting. If the address of a
director does not appear in the registers of the Corporation, the notice shall
be mailed to such address as the sender thereof considers the most likely to
reach the relevant director promptly. A special meeting so called may be held at
the registered office of the Corporation or in such other place within or
outside Canada as is approved by resolution of the directors.



                                     - 13 -

             Whenever the chairman of the board, the president of the
Corporation or the managing director considers, at his discretion, that an
urgent meeting of the directors must be called, he may give notice thereof in
writing or verbally, by telegram, telephone or otherwise, not less than one (1)
hour before the meeting, and such notice shall be valid for the purposes of the
meeting called in such circumstances.

             Special meetings of the board of directors may be held at any time,
date and place and for any purpose, without notice, when all directors are
present or when such directors as are absent have waived notice of such meeting
in writing. A director may waive notice of any meeting before or after the
meeting is held, and attendance by a director at a meeting of directors shall
constitute a waiver of notice, except where such director attends for the
express purpose of objecting to the transaction of business on the grounds that
the meeting is not lawfully called.

             A director may, with the consent of all the directors, participate
in a meeting of the board of directors or of a committee of the board, by such
technical means, including by telephone, as permit all the participants to
communicate orally with one another, and a director participating in a meeting
by such means shall be deemed to be present at that meeting.

SECTION 7.   CHAIRMAN OF THE MEETING

             The chairman of the board or, in his absence, the president of the
Corporation or, in his absence, the managing director or, in his absence, any
vice-president who is a member of the board of directors (such vice-president to
be designated by the meeting if more than one such vice-president is present)
shall preside at the meeting of directors. If the chairman of the board, the
president of the Corporation, the managing director or such vice-presidents are
absent or decline to act, the persons present may choose one of their number to
act as chairman of the meeting. The chairman of a meeting of the board of
directors is entitled to vote as a director on any matter submitted to the vote
at the meeting, but shall not have a second or casting vote in the case of an
equality of votes.

SECTION 8.   QUORUM

             Subject to Act, the directors may, from time to time, by
resolution, fix the quorum for the meetings of the board of directors, but,
until such time as a quorum has been fixed, a majority of directors in office
from time to time shall constitute a quorum.

             A meeting of the board of directors at which there is a quorum,
provided that such quorum consists of a majority of Canadian residents, is
authorized to exercise any and all mandates, powers and discretions attributed
to or recognized as belonging to the directors under the Act, the articles or
the by-laws of the Corporation, notwithstanding any vacancy on the board.



                                     - 14 -

             Notwithstanding the foregoing, directors may transact business even
in the absence of a majority of Canadian residents:

             (a) if a Canadian resident who is among the directors absent
             approves the transactions in writing, by telephone or by any other
             means of communications, and

             (b) if the presence of such director would have caused the required
             majority to be constituted.

             The questions raised at any meeting of the directors are resolved
by the affirmative vote of a majority of directors present.

SECTION 9.   REMOVAL OF DIRECTORS

             A director may be removed with or without cause by ordinary
resolution passed at a special meeting of the shareholders called for such
purpose, and may be replaced by another duly qualified person elected by
resolution passed at that same meeting. The person so elected shall remain in
office only for such time as remains in the term of the director being replaced.

SECTION 10.  VACANCIES AND ADDITIONAL DIRECTORS

             Except for a vacancy resulting from the failure to elect the fixed
number or minimum number of directors required by the articles of the
Corporation or from an increase in such number, the directors then in office,
provided they form a quorum, may fill the vacancies on the board. Any director
so elected shall, subject to the provisions of section 9 of this by-law, remain
in office for the remainder of his predecessor's term and may then be
re-elected, provided that at no time shall the board of directors exceed the
legally fixed number of directors.

             If the directors then in office do not form a quorum or if the
vacancy is the result of the failure to elect the fixed number or minimum number
of directors required by the articles of the Corporation or the result of an
increase in such number, the directors in office shall then call a special
meeting of the shareholders for the purpose of filling such vacancy. If the
directors fail to call a special meeting of the shareholders or if no director
is then in office, any shareholder of the Corporation may call such a meeting.

             A director may tender his resignation in writing at any meeting of
directors and the other directors may, at the same meeting, accept such
resignation and immediately fill the vacancy thereby created.

SECTION 11.  REMUNERATION OF THE DIRECTORS

             Each director shall receive such remuneration as the board of
directors may determine from time to time by resolution.



                                     - 15 -

             The directors have the right to be reimbursed by the Corporation
for any reasonable travel expenses (including hotel costs and incidental
expenses) that they may incur to attend meetings of the directors or meetings of
the shareholders or that they may otherwise incur in the ordinary course of
business of the Corporation.

             Any director who performs special services for the Corporation upon
demand may receive such additional remuneration as the directors may determine.

SECTION 12.  BY-LAWS AND RESOLUTIONS

             All by-laws and resolutions of the directors shall be passed at
meetings that have been duly called. However, the signature of all the directors
of the Corporation appearing at the bottom of any document (which may be
executed in counterparts) constituting a by-law or a resolution which could be
passed by the directors at a meeting shall confer upon such by-law or resolution
the same value and effect as if such by-law or resolution had been passed by the
directors at a meeting duly called and held.

SECTION 13.  SOLE DIRECTOR

             Where the Corporation has only one director, such director may
lawfully hold meetings.

                                  BY-LAW NO. 5

                                   COMMITTEES

SECTION 1..  COMMITTEE OF DIRECTORS

             The directors of the Corporation may appoint, from among their
number, a committee of directors, however designated, and delegate to such
committee any of the powers vested in them, except for such powers as a
committee of directors may not exercise under the Act. The members of such
committee shall be a majority of Canadian residents.

SECTION 2.   OPERATING PROCEDURE

             Subject to the provisions of the last paragraph of section 6 of
By-law No. 4, the powers of the committee of directors may be exercised by a
meeting at which a quorum is present or by a written resolution signed by all
the members of the committee who would have been entitled to vote on such
resolution at a meeting of the committee. The meetings of the committee may be
held anywhere within or outside Canada.



                                     - 16 -

SECTION 3.   ADVISORY COMMITTEES

             The directors of the Corporation may, from time to time, appoint
such other committees as they deem appropriate, provided that such other
committees shall be advisory only.

SECTION 4.   PROCEDURE

             Unless otherwise decided by the directors, each committee has the
power to fix its quorum to any number, provided that it shall not be less than a
majority of its members, and to elect its chairman and determine its procedure.

                                  BY-LAW NO. 6

                                    OFFICERS

SECTION 1.   MANAGEMENT

             The management of the Corporation is comprised of a president and,
if deemed advisable, one or more vice-presidents (one of whom may be appointed
executive vice-president), a treasurer and a secretary. The chairman of the
board, one or more other vice-presidents, one or more assistant secretaries or
assistant treasurers or a managing director may also be appointed members of
management.

             Such officers shall be appointed by the board of directors at its
first meeting following the first meeting of the shareholders and, subsequently,
at the first meeting of the board of directors following each annual meeting of
the shareholders, and such officers of the Corporation shall remain in office
until such time as their successors have been chosen and appointed to replace
them. Other officers may also be appointed where the board of directors deems it
necessary from time to time.

             In addition to the duties set forth in the by-laws, such officers
shall duly perform such other duties as the board of directors may prescribe
from time to time. One person may hold more than one (1) position. The officers
of the Corporation need not be shareholders or directors of the Corporation,
with the exception of the chairman of the board, the president of the
Corporation and the managing director.

SECTION 2.   CHAIRMAN OF THE BOARD

             The chairman of the board is chosen from among the directors. The
chairman of the board shall preside at all the meetings of the shareholders and
all meetings of the board of directors, and shall have such other powers and
duties as the board of directors may, from time to time, assign to him by
resolution, subject to the Act.



                                     - 17 -

SECTION 3.   PRESIDENT OF THE CORPORATION

             The president of the Corporation is chosen from among the
directors. In the absence of the chairman of the board, the president of the
Corporation shall preside at all meetings of the shareholders and meetings of
the board of directors. The president of the Corporation is the principal
officer of the Corporation and, if no managing director is appointed, he shall
exercise general control and supervision of the business of the Corporation. He
shall have such other powers and duties as the board of directors may, from time
to time, assign to him by resolution, subject to the Act.

SECTION 4    VICE-PRESIDENT OR VICE-PRESIDENTS

             The vice-president or vice-presidents, whether or not they are
chosen from among the directors, shall have such powers and exercise such
functions as the board of directors may, from time to time, assign to them by
resolution. In the event of the absence or incapacity of the chairman of the
board, the president of the Corporation and the managing director, the
vice-president appointed to the position of executive vice-president or any
other vice-president designated by the chairman of the board, the president of
the Corporation or the managing director, may exercise the powers and functions
of chairman of the board, president of the Corporation and managing director,
and where such vice-president exercises any of the powers or functions of the
chairman of the board, the president of the Corporation or the managing
director, the absence or incapacity of the chairman of the board, the president
of the Corporation or the managing director, as the case may be, shall be
presumed.

SECTION 5.   TREASURER AND ASSISTANT TREASURERS

             The finances of the Corporation are under the express supervision
of the treasurer. The treasurer deposits the monies and other assets of the
Corporation on behalf and to the account of the Corporation, with such banks,
trust companies or other depositaries as the board of directors may designate
from time to time by resolution. Upon request by the board of directors, the
treasurer shall render account to the board of directors in respect of the
financial situation of the Corporation and all transactions effected by him in
his capacity as treasurer and, as soon as possible after the end of each fiscal
year, the treasurer shall prepare a report on the fiscal year just ended and
submit the same to the board of directors. The treasurer is responsible for the
custody, filing and keeping of all books and records and other documents which,
pursuant to the laws governing the Corporation, shall be held by the
Corporation. The treasurer shall perform all other duties specific to his
function as treasurer, as well as such other duties as the board of directors
may assign to him from time to time by resolution, subject to the supervision of
the board of directors and subject to the Act.

             Assistant treasurers may exercise such functions of the treasurer
as the board of directors or the treasurer himself may assign to them from time
to time, subject to the Act.



                                     - 18 -

SECTION 6.   SECRETARY AND ASSISTANT SECRETARIES

             The secretary shall give and cause to be served all the notices of
the Corporation and shall draft and keep the minutes of all meetings of the
shareholders and meetings of the board of directors and committees of directors,
in one or more registers intended for such purpose. The secretary is responsible
for the safekeeping of the corporate seal of the Corporation. He is responsible
for the registers of the Corporation, including the registers in which are
entered the names and addresses of the shareholders and members of the board of
directors, along with copies of all reports prepared by the Corporation and such
other books and documents as the board of directors may order or assign. The
secretary is responsible for the safekeeping and production of all books,
reports, certificates and other documents, the safekeeping and production of
which is required by the Act. He shall fulfil all other duties relating to his
functions, as well as such other duties as the board of directors may assign to
him from time to time, by resolution, subject to the Act.

             Assistant Secretaries may perform such duties of the secretary as
the board of directors or the secretary himself may assign from time to time,
subject to the Act.

SECTION 7.   SECRETARY-TREASURER

             Where the secretary also performs the duties of the treasurer, he
may, at the discretion of the board of directors, be designated as "secretary
treasurer".

SECTION 8.   MANAGING DIRECTOR

             The directors may, from time to time, appoint a managing director
from among their number, provided that such managing director is a Canadian
resident. The managing director shall manage the business and internal affairs
of the Corporation under the supervision of the board of directors, and shall
exercise such powers as the board of directors may generally or specifically
delegate to him from time to time by resolution, subject to the Act.

SECTION 9.   REMOVAL

             The board of directors may, by resolution, remove and dismiss any
officer or employee of the Corporation or any member of management, with or
without cause, at a meeting called for such purpose, and elect or appoint
another in his stead. Any officer or employee of the Corporation who is not a
member of management or of the board of directors may also be removed and
dismissed, with or without cause, by the chairman of the board, the president of
the Corporation, any vice-president or the managing director. However, if
removal or dismissal is without cause and there is a specific contract
overriding the provisions of this section, removal shall be in accordance with
the provisions of such contract.



                                     - 19 -

SECTION 10.  REMUNERATION

             The remuneration of all the members of the management of the
Corporation and the other officers of the Corporation shall be determined from
time to time by resolution of the board of directors.

                                  BY-LAW NO. 7

                                   SECURITIES

SECTION 1.   SECURITIES CERTIFICATES

             Certificates representing the securities of the Corporation shall
be in a form approved by the board of directors. Such certificates shall be
signed by the president of the Corporation or any vice-president and the
secretary or assistant secretary of the Corporation, provided that the signature
of the president of the Corporation or any vice-president may also be engraved,
lithographed or mechanically reproduced in any other way on the certificates
and, if the Corporation has appointed a transfer agent, the signature of the
secretary or assistant secretary may also be engraved, lithographed or
mechanically reproduced in any other manner on the certificates. All
certificates so signed are deemed to have been signed by hand by such officers
and are, for all intents and purposes, as valid as if they had been signed by
hand, even where the persons whose signatures are reproduced in this manner have
ceased to be officers of the Corporation upon the issuance of the certificates
or at the date inscribed thereon.

             As regards securities in bearer form, if any, reference is made to
any by-law adopted from time to time in regard thereto.

SECTION 2.   SECURITIES REGISTERS

             A central securities register shall be maintained at the registered
office of the Corporation or any other place in Canada designated by the
directors, and one or more local securities registers may be maintained within
or outside Canada, at such place as the directors may designate from time to
time by resolution. Such central securities register and local securities
registers shall be kept by the secretary or such other officer as may
specifically be tasked therewith or such other agent as the board of directors
may appoint for such purpose by resolution, if required.

             Subject to the provisions of any by-law that may be passed
regarding the issuance of securities in bearer form, the names, in alphabetical
order, and the last known address of persons who hold or have held securities
issued by the Corporation, the number of securities held by each of them, and
the date and conditions of issuance and transfer of each security, shall be
entered into the central securities register. A local securities register shall
contain only such details as relate to securities issued or



                                     - 20 -

transferred locally; the terms and conditions of each issuance or transfer of a
security registered in a local securities register shall also be entered in the
central securities register.

             Subject to the aforementioned by-law, any reference to the issuance
or transfer of a security of the Corporation in any of the registers shall
constitute a full and valid registration thereof. All securities of the
Corporation are, subject to such by-law, transferable in the central securities
register or in a local securities register, regardless where the certificate
representing the securities being transferred was issued.

             Such registers shall be open to inspection by shareholders and
creditors of the Corporation and their agents and legal representatives during
normal business hours, every day except Sundays and statutory holidays, at such
place or places as the directors have authorized such registers to be kept
respectively, in accordance with the provisions of this by-law, and each such
shareholder or creditor of the Corporation or their agents and legal
representatives may take extracts thereof without charge.

             Subject to the provisions of any by-law regarding the issuance of
securities in bearer form, a transfer of the securities of the Corporation shall
not be valid and shall not be entered on the central securities register or a
local securities register unless the certificates representing the securities
being transferred have been tendered or cancelled.

SECTION 3.   RECORD DATE

             The board of directors may, from time to time and at any time, fix
in advance a date as the record date for the determination of the shareholders
entitled to receive notice of a meeting of the shareholders, but such record
date shall not precede by more than fifty (50) days or by less than twenty-one
(21) days the date on which the meeting is held.

             The board of directors may also, from time to time and at any time,
within the fifty (50) days preceding the relevant procedure, fix in advance a
final registration date as the record date for the determination of the
shareholders entitled:

             a) to receive dividends;

             b) to share in the distribution resulting from liquidation; or

             c) for any other purpose, except as regards the right to receive
             notice of a meeting or vote thereat.

             A notice of any record date so selected shall be given not later
than seven (7) days prior to such record date, by publication in a newspaper
published or distributed at the place where the registered office of the
Corporation is situated, and at every place in Canada where the Corporation has
a transfer agent or at which a transfer of


                                     - 21 -

its shares may be registered, and in writing to each Canadian stock exchange
where the Corporation's shares are listed, as the case may be.

             Only such shareholders whose names appear in the register on the
record date fixed as aforesaid may exercise the rights referred to above,
provided that, if a shareholder has not received a notice of meeting, such
shareholder is not precluded from exercising his right to vote at such meeting.

SECTION 4.   REGISTRARS AND TRANSFER AGENTS

             The board of directors may, from time to time, by resolution,
appoint or replace the registrars and transfer agents for the securities of the
Corporation and generally make by-laws governing the transfer of the securities
of the Corporation. All securities certificates of the Corporation issued after
such appointment shall be countersigned by one of such registrars or transfer
agents, failing which, they shall be null and void.

SECTION 5.   LOST, DESTROYED OR DEFACED CERTIFICATES

             The board of directors shall order that a new certificate for the
securities of the Corporation be issued to replace any certificate previously
issued by the Corporation which has been defaced, lost, destroyed or stolen if
the owner:

             a) so requires before being notified of the acquisition of such
             security by a good faith purchaser;

             b) provides the Corporation with a sufficient guarantee; and

             c) meets any other reasonable requirement prescribed by the
             Corporation.


SECTION 6.   RESTRICTIONS ON SECURITIES AND SHAREHOLDERS

             The securities and shareholders of the Corporation are subject to
such restrictions, if any, as are or may be set forth in respect thereof in the
articles of the Corporation.

                                  BY-LAW NO. 8

                         FISCAL YEAR, ACCOUNTS AND AUDIT

SECTION 1.   FISCAL YEAR

             The fiscal year of the Corporation shall end on May 31st of each
year.



                                     - 22 -

SECTION 2.   ACCOUNTS

             The directors shall cause proper books of accounts to be kept in
respect of all monies received and expended by the Corporation, the purposes for
which such amounts are received and expended, all sales and purchases of
property by the Corporation, all assets and liabilities of the Corporation and
all other transactions relating to the financial situation of the Corporation.

             The books of accounts shall be kept at the registered office of the
Corporation or at such other place as the directors deem appropriate and such
books of accounts may be examined by the directors at all reasonable times.

             If the books of accounts of the Corporation are kept outside
Canada, then sufficient accounting records shall be kept at the registered
office or in another office in Canada to permit the directors to verify the
financial situation of the Corporation on a quarterly basis and with
sufficiently reasonable accuracy.

SECTION 3.   AUDIT

             The appointment, rights and duties of the auditor or auditors of
the Corporation are governed by the Act. The books and records of the
Corporation shall be examined not less often than once every fiscal year and the
accuracy of the statements of income and expenses and balance sheet shall be
certified by such auditors or auditors.

                                  BY-LAW NO. 9

                  CONTRACTS, CHEQUES, BANK DRAFTS AND ACCOUNTS

SECTION 1.   CONTRACTS

             All deeds, documents, transfers, contracts, undertakings,
obligations, debentures and other instruments to be signed by the Corporation
shall be signed by the chairman of the board or the president of the Corporation
or a vice-president or the managing director, or by a director and countersigned
by the secretary or treasurer or an assistant secretary or assistant treasurer
or another director of the Corporation. The board of directors may, from time to
time, by resolution, authorize other persons to sign on behalf of the
Corporation. Such authority may be general or limited to a specific case. Except
as aforesaid or as otherwise provided in the by-laws of the Corporation, no
director, officer, representative or employee of the Corporation has the power
or the authority to bind the Corporation by contract or otherwise, or to borrow
funds on the credit of the Corporation.



                                     - 23 -

             Subject to the Act, the Corporation may enter into a contract or
transact business with one or more directors or officers of the Corporation, or
with any firm of which one or more of the directors or officers of the
Corporation are members or employees, or with any other company or corporation
of which one or more directors or officers of the Corporation are shareholders,
directors, officers or employees.

             Any director or officer of the Corporation who is a party to a
material contract or proposed contract with the Corporation or who is a director
or officer of a body corporate that is a party to a material contract or
proposed contract or who has material interests in such a body corporate shall
disclose in writing to the Corporation or require that be entered into the
minutes of the meetings of directors the nature and scope of his interests, at
the time and in the manner provided under the Act, and such director shall
abstain from voting on any resolution involving the approval of the contract,
except as provided under the Act.

SECTION 2.   CHEQUES AND BANK DRAFTS

             All cheques, bills of exchange and other money orders, promissory
notes or debt instruments issued, accepted or endorsed on behalf of the
Corporation shall be signed by a director, officer or representative or by
directors, officers or representatives of the Corporation in such manner as the
board of directors shall determine from time to time by resolution. Any
director, officer or representative of the Corporation acting alone may endorse
promissory notes and bank drafts to be collected for the account of the
Corporation through its bankers, and may endorse promissory notes and cheques
for deposit in the bank of the Corporation to the account of the Corporation.
Such commercial papers may also be endorsed "for collection" or "for deposit" at
the Corporation's bank by using the stamp of the Corporation intended for this
purpose. Any director, officer or representative appointed for this purpose may
arrange, settle, verify and certify all books, records and accounts between the
Corporation and its bankers, and may receive all cancelled cheques and vouchers
and sign all verification forms, release forms and bank checklists.

SECTION 3.   DEPOSITS

             The funds of the Corporation may, from time to time, be deposited
to the account of the Corporation in such banks or trust companies as the board
of directors may approve from time to time by resolution.

SECTION 4.   CUSTODY OF SECURITIES

             The securities of the Corporation shall be lodged with one or more
bankers, trust companies or other financial institutions in Canada, the United
States of America or such other places as are designated by the board of
directors. All securities so lodged shall be withdrawn from time to time but
only by written order of the Corporation, signed by such director, officer or
representative or by such directors, officers or representatives and in such
manner as the board of directors shall determine from time to



                                     - 24 -

time by resolution. Such authority may be general or limited to a particular
case. Any financial institution so selected as custodian by the board of
directors is entirely protected when acting in accordance with the instructions
of the board of directors and shall in no way be responsible for the manner in
which securities so removed from custody, or the proceeds thereof, are disposed
of.

                                  BY-LAW NO. 10

                                  DECLARATIONS

             The chairman of the board, the president of the Corporation, any
vice-president, the treasurer, the secretary, the secretary-treasurer, any
assistant treasurer, any assistant secretary, the managing director, the
accountant, any assistant accountant or chief clerk, or any other officer or
person designated for this purpose by the president of the Corporation or by a
vice-president are, collectively or individually, authorized and empowered to
appear and make answer for the Corporation and on its behalf to all writs,
orders and interrogatories upon articulated facts issued out of any court and to
declare, for and on behalf of the Corporation, any answer to writs of attachment
by way of garnishment in which the Corporation is garnishee, and to make all
affidavits and sworn declarations in connection therewith or in connection with
any or all judicial proceedings to which the Corporation is a party and to make
demands of abandonment or petitions for winding up or bankruptcy orders upon any
debtor of the Corporation and to attend and vote at all meeting of creditors of
any of the Corporation's debtors and grant proxies in connection therewith.

                                  BY-LAW NO. 11

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

             Subject to the limitations provided under the Act, the Corporation
shall, from time to time and at any time, indemnify and hold harmless and
reimburse, out of the funds of the Corporation, each director and officer of the
Corporation and his predecessors and any person who, at the request of the
Corporation, acted as a director or officer of a corporation of which the
Corporation is shareholder or a creditor, as well as his heirs, testamentary
executors, administrators and assigns, including their patrimony, respectively
against the following:

             (a) all costs, charges and expenses, including any amount paid to
             settle an action or satisfy a judgement, reasonably incurred by him
             in respect of any civil, criminal or administrative action or
             proceeding to which he is made a party by reason of being or having
             been a director or officer of the Corporation or another body
             corporate, except in respect


                                     - 25 -

             of an action by or on behalf of the Corporation or another body
             corporate to obtain a favourable judgement, if:

                    (i)  he acted honestly and in good faith with a view to the
                    best interests of the Corporation; and

                    (ii) in the case of a criminal or administrative action or
                    proceeding that is enforced by a monetary penalty, he had
                    reasonable grounds for believing that his conduct was
                    lawful;

             (b) all costs, charges and expenses resulting from having been a
             party to an action commenced by or on behalf of the Corporation or
             a body corporate with a view to obtaining a favourable judgement,
             where the conditions set forth under subparagraph (i) and (ii)
             above are met, and with the approval of the court;

             (c) all other costs, charges and expenses reasonably incurred by
             such director, officer or other person in the course of or in
             connection with the business relating to his duties or in
             connection therewith from time to time;

with the exception of the costs, charges and expenses incurred by reason of his
own fault, gross negligence or wilful omission.

             Furthermore, subject to the limitations provided under the Act, no
director or officer of the Corporation then in office shall be liab1e for the
acts, receipts, neg1ects or defaults of any other director or officer or
employee, or for joining in any receipt or other act for conformity, or for any
loss, damage or expense happening to the Corporation through the insufficiency
or deficiency of title to any property acquired for or on behalf of the
Corporation by order of the board of directors, or for the insufficiency or
deficiency of any security in or upon which any of the moneys of the Corporation
shall be invested, or for any loss or damage arising from the bankruptcy,
insolvency or tortious acts of any person, firm or corporation, including any
person, firm or corporation with which any of the moneys, securities or
instruments of the Corporation shall be invested or deposited, or for any
misuse, loss, usurpation, embezzlement or damage occasioned by any transaction
involving money, securities or other assets of the Corporation or for any other
loss, damage or misfortune whatever which shall happen in the execution of the
duties of his office or trust or in relation thereto; provided that nothing
herein shall relieve any director or officer from any liability resulting from
his own fault, gross negligence or wilful omission.

             AND the Corporation hereby consents to the indemnification provided
under this by-law.



                                     - 26 -

                                  BY-LAW NO. 12

                                 BORROWING POWER

             The board of directors is hereby authorized, from time to time and
at any time:

             (a) to borrow money and obtain advance(s) upon the credit of the
                 Corporation from any bank, corporation, company, partnership or
                 person, upon such terms and conditions, at such time, in such
                 sums, to such an extent and in such manner as the board of
                 directors may deem appropriate in its discretion;

             (b) to limit or increase the amount to be borrowed;

             (c) to issue, reissue or cause to be issued bonds, debentures or
                 other securities of the Corporation and to pledge or sell the
                 same for such sums, upon such terms and conditions and at such
                 prices as the board of directors may deem appropriate;

             (d) to secure any such bonds, debentures or other securities of the
                 Corporation or any other present or future loan or undertaking
                 of the Corporation by means of a hypothec, charge or pledge on
                 any or all moveable or immoveable property, currently owned or
                 hereafter acquired by the Corporation, and all or part of the
                 business and rights of the Corporation;

             (e) as security for any discounts, overdrafts, loans, credits,
                 advances or other indebtedness or liability of the Corporation
                 to any bank, corporation, company, partnership or person, and
                 interest thereon, to hypothecate, pledge or charge, assign and
                 transfer to any bank, corporation, company, partnership or
                 person, any or all of the property of the Corporation, real or
                 personal or mixed, moveable or immoveable, now owned or
                 hereafter acquired, and to give such security thereon as may be
                 taken by a bank under the provisions of the BANK ACT, and to
                 renew, alter, vary or substitute such security from time to
                 time, with authority to enter into promises to give security
                 under the BANK ACT for any indebtedness contracted or to be
                 contracted by the Corporation to any bank;

             (f) subject to the Act, to procure or help to procure funds and to
                 help, by means of bonuses, loans, promises, endorsements,
                 guarantees or otherwise, any company, corporation or person and
                 to secure the performance or accomplishment of any contracts,
                 undertakings or obligations of any company, partnership or
                 person and, more particularly, to secure the payment of the
                 capital and interest on



                                     - 27 -

                 the bonds or other securities, hypothecs and indebtedness of
                 any company, partnership or person;

             (g) generally to exercise all and any rights or powers that the
                 Corporation may exercise under its articles and the laws
                 governing the Corporation;

             (h) to delegate by resolution to any director or officer, subject
                 to the limitations contained in the Act, all and any of the
                 powers hereby conferred upon the board of directors.

             AND the powers to borrow and to give security authorized hereunder
are deemed to be permanent powers and not powers that shall terminate after
first use thereof, and they may be exercised thereafter from time to time, so
long as this by-law has not been repealed and that notice of the repeal thereof
has not been given to whomever it may concern.

                                  BY-LAW NO. 13

                   ENACTMENT, REPEAL AND AMENDMENT OF BY-LAWS

             The directors may, from time to time, make, enact or pass by-laws
that do not contravene the Act or the articles of the Corporation, and may
repeal, amend or re-enact any by-law of the Corporation. Such by-laws (except
such by-laws as, under the provisions of the Act, must be approved and ratified
by the shareholders before coming into force) and each repeal, amendment or
re-enactment of such by-laws shall take effect from the date of the resolution
of the directors and shall be submitted at the next meeting to the shareholders
of the Corporation who may, by ordinary resolution, confirm, reject or amend
such by-laws. In the event that the by-laws are rejected by the shareholders or
that such a by-law, amendment or repeal is not so submitted to the shareholders,
such by-law, amendment or repeal becomes null and void.

SEAL

BE IT RESOLVED:

             That the seal, whose imprint appears
opposite hereto, be and hereby is approved and
adopted as the seal of the Corporation.



                                     - 28 -

CORPORATE REGISTERS

BE IT RESOLVED:

             That the corporate registers listed below be and hereby are adopted
as the corporate registers of the Corporation:

             1. Register of shareholders;
             2. Register of directors;
             3. Securities register; and
             4. Register of transfers.

FORM OF COMMON SHARE CERTIFICATES

BE IT RESOLVED:

             That the share certificate forms attached hereto as Schedules "A"
and "B" be and hereby are approved and that such forms be and hereby are adopted
as the forms for the common share certificates and preferred share certificates
of the Corporation; and

             That two directors be and hereby are authorized and instructed to
initial such drafts for identification purposes.

ENACTMENT OF BY-LAW NO. 14
(BORROWING POWER - NATIONAL BANK OF CANADA)

BE IT RESOLVED:

             That the following be and hereby is enacted as By-law No. 14 of the
Corporation:

                                  BY-LAW NO. 14

BE IT RESOLVED THAT:

The board of directors be authorized :

             (a) to borrow money and obtain advance(s) upon the credit of the
                 Corporation from the National Bank of Canada (hereinafter
                 referred to as the "Bank"), at such time, in such sums and upon
                 such terms and conditions as the board of directors may deem


                                     - 29 -

                 appropriate, by discounting or causing to be discounted
                 negotiable instruments made, drawn, accepted or endorsed by the
                 Corporation, by means of bank overdrafts or credit arrangements
                 or by obtaining loans or advances or in any other manner;

             (b) to issue bonds, debentures or other securities of the
                 Corporation and to pledge or otherwise assign the same to the
                 Bank, upon such terms and conditions and for such consideration
                 as the board of directors may deem appropriate;

             (c) to hypothecate, charge, pledge or assign in any way whatsoever
                 all or any of the real or personal, moveable or immoveable
                 property or rights, present or future, of the Corporation, to
                 secure such bonds, debentures or other securities issued, or
                 any loan, indebtedness, liabilities or undertakings whatsoever,
                 present or future, direct or indirect, of the Corporation to
                 the Bank;

             (d) to delegate at any time by resolution to one or more directors
                 or officers or other employees of the Corporation or to any
                 other person, at the discretion of the board of directors, all
                 or part of the aforementioned powers.

             The powers referred to in this by-law are in addition to the powers
that the directors or officers of the Corporation may otherwise hold under the
Act or the articles of the Corporation.

             This by-law shall remain in force in respect of the Bank until such
time as a written notice of the repeal or amendment thereof has been given to
the Bank and acknowledged in writing by the Bank.

BANKING RESOLUTION (NATIONAL BANK OF CANADA)

BE IT RESOLVED:

             (1) THAT the banking business of the Company be transacted at the
National Bank of Canada and that said Bank be authorized to pay and accept all
cheques, bank drafts, promissory notes, bills of exchange, money orders and
other instruments signed, drawn, accepted or endorsed for the Corporation by two
(2) officers and, furthermore, to accept in deposit to the account of the
Corporation all cheques, bank drafts, promissory notes, bills of exchange and
other instruments endorsed on behalf of the Corporation by such persons, or
bearing the following reference, stamped or otherwise: "FOR DEPOSIT TO THE
ACCOUNT OF THE BENEFICIARY" or any equivalent reference;

             (2) THAT two (2) officers be authorized, for and on behalf of the
Corporation, to exercise the rights and powers referred to in paragraphs (a),
(b) and (c) of By-law No. 14 of the Corporation and, more particularly, to make
arrangements or



                                     - 30 -

agreements with the Bank regarding any matter relating to loans or advances
extended by the Bank to the Corporation, including overdrafts, to transact and
discharge all banking business with the Bank and to sign all deeds or documents
for the above purposes or for the purposes referred to in the said by-law,
including without limitation, any deed or document granting to the Bank
security, title or rights in and to all or any of the real or personal, movable
or immovable, present or future property of the Corporation, including any deed
or clause of giving in payment deemed appropriate;

             (3) THAT the persons authorized under paragraphs (1) and (2) above,
and each of them separately, be authorized to receive from the Bank the
statements of account, cancelled cheques and other instruments debited from the
account of the Corporation, and to certify and accept all accounts and all
account balances between the Corporation and the Bank;

             (4) THAT all instruments, security and documents signed, made,
drawn, accepted or endorsed as aforesaid be valid and binding upon the
Corporation;

             (5) THAT the Bank be provided with a list of the names of such
directors, officers or other agents of the Corporation as are authorized for the
purposes referred to above, as well as a specimen of their signatures, and that
the Bank be notified in writing of all changes that could arise in respect of
such persons; such list when received by the Bank shall be binding upon the
Corporation until such time as a notice to the contrary is given to the Bank and
acknowledged by the Bank;

             (6) THAT the Bank be provided with this resolution and that such
resolution remain in force until the Bank be notified otherwise in writing and
acknowledge receipt thereof;

             (7) THAT the president of the Corporation and the secretary or the
sole director, if any, be authorized to certify this resolution and By-law No.
14 referred to above.

DETERMINATION OF EXACT NUMBER OF DIRECTORS

             WHEREAS it is necessary to fix the exact number of directors in
accordance with the provisions of the by-laws of the Corporation;

BE IT RESOLVED:

             That, unless otherwise decided by resolution of the directors, the
board of directors shall be comprised of four (4) directors.

SHARE SUBSCRIPTION

             Whereas the Corporation has received from SERVICES FARMICO INC. a
subscription for one thousand (1,000) common shares without nominal or par



                                     - 31 -

value of the share capital of the Corporation, at a price of one dollar ($1.00)
per share;

BE IT RESOLVED:

             That the subscription from SERVICES FARMICO INC. for one thousand
(1,000) common shares without nominal or value of the share capital of the
Corporation, attached hereto, be and hereby is accepted.

ALLOTMENT, DISTRIBUTION AND ISSUANCE OF SHARES

             Whereas the Corporation has received payment for the said one
thousand (1,000) common shares;

BE IT RESOLVED:

             1. that one thousand (1,000) common shares without nominal or par
             value of the share capital of the Corporation be and hereby are
             allotted, distributed and issued to SERVICES FARMICO INC. in
             accordance with the terms and conditions of its subscription;

             2. that the consideration for the issuance of the said one thousand
             (1,000) common shares without nominal or par value of the share
             capital of the Corporation be and hereby is fixed in the amount of
             one dollar ($1.00) per share; and

             3. that the said one thousand (1,000) common shares without nominal
             or par value of the share capital of the Corporation so allotted,
             distributed and issued be and hereby are declared fully paid up and
             non-assessable as the Corporation has received full payment
             therefor.

******                               ******                               ******



                                     - 32 -

             The by-laws number 1 to 13 inclusive, the resolutions regarding the
adoption of the seal, the adoption of the corporate registers, the adoption of
the forms of share certificates, the making of By-law No. 14 regarding borrowing
power vis-a-vis the National Bank of Canada, the banking resolution vis-a-vis
the National Bank of Canada, the determination of the exact number of directors,
the approval of the share subscription and the allotment, distribution and
issuance of shares are hereby passed by the directors of the Corporation
pursuant to the provisions of subsection 112(1) of the CANADA BUSINESS
CORPORATIONS ACT, on this the 6th day of August 1984.


                          [signed] Jean Coutu
                         -------------------------------------
                          Jean Coutu

                          [signed] Jacques Masse
                         -------------------------------------
                          Jacques Masse

                          [signed] Yvon Bechard
                         -------------------------------------
                          Yvon Bechard

                          [signed] Gilles C. Lachance
                         -------------------------------------
                          Gilles C. Lachance

                                    DIRECTORS

EX-3.93

                                                                    Exhibit 3.93

                                                                          PAGE 1

                                    DELAWARE

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "THE JEAN COUTU GROUP (PJC) USA, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE SIXTH DAY OF AUGUST, A.D. 1986, AT
9:01 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWELFTH DAY OF MAY,
A.D. 1998, AT 5 O'CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE NINTH DAY OF JUNE, A.D 1998, AT 9
O'CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


                         [SEAL]      /s/ Harriet Smith Windsor
                                     -------------------------------------------
                                     Harriet Smith Windsor, Secretary of State
2098273 8100H                         AUTHENTICATION: 3256804

040547411                                         DATE: 07-27-04



                                                                           FILED

                                                                      AUG 6 1986

                                                              /s/ [ILLEGIBLE]
                                                             SECRETARY OF STATE

                          CERTIFICATE OF INCORPORATION

                                       OF

                      THE JEAN COUTU GROUP (PJC) USA, INC.

     FIRST. The name of the corporation is:

            THE JEAN COUTU GROUP (PJC) USA, INC.

     SECOND. The address of its registered office in the State of Delaware is
No. 1209 Orange Street, Corporation Trust Center, in the City of Wilmington,
Delaware 19805, in the County of New Cast e. The name of its registered agent at
such address is The Corporation Trust Company.

     THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is one hundred fifty thousand (150,000), and the par
value of each of such shares is One Dollar ($1.00), amounting in the aggregate
to One Hundred Fifty Thousand Dollars ($150,000.00) of capital stock.

     FIFTH. The names and mailing addresses of the Incorporators are as follows:



         NAME              MAILING ADDRESS
         ----              ---------------
                        
     Everett H. Parker     100 Federal Street
         and               Suite 3500
     Justin P. Morreale    Boston, Massachusetts 02110


     SIXTH. The corporation is to have perpetual existence.

     SEVENTH. The private property of the stockholders shall not be subject to
the payment of the corporation debts to any extent whatever.



                                       -2-

                         CERTIFICATE OF INCORPORATION OF
                      THE JEAN COUTU GROUP (PJC) USA, INC.

     EIGHTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.

     NINTH. Meetings of stockholders may be held outside the State of Delaware,
if the by-laws so provide. The books of the corporation may be kept outside of
the State of Delaware at such place or places as may be designated from time to
time by the Board of Directors in the by-laws of the corporation.

     TENTH. The corporation shall indemnify each director and officer of the
corporation, his heirs, executors and administrators, and may indemnify each
employee and agent of the corporation, his heirs, executors, administrators and
all other persons whom the corporation is authorized to indemnify under the
provisions of the General Corporation Law of the State of Delaware, to the
extent provided by law (a) against all expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any action, suit or proceedings, whether civil,
criminal, administrative or investigative, or in connection with any appeal
therein, or otherwise, and (b) against all expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the defense or
settlement of any action or suit by or in the right of the corporation, or in
connection with any appeal therein, or otherwise; and no provision of this
Article Tenth is intended to be construed as limiting, prohibiting, denying or
abrogating any of the general or specific powers or rights conferred by the
General Corporation Law of the State of Delaware upon the corporation to
furnish, or upon any court to award, such indemnification, or indemnification as
otherwise authorized pursuant to the General Corporation Law of the State of
Delaware or any other law now or hereafter in effect.

     The Board of Directors of the corporation, may in its discretion, authorize
the corporation to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the foregoing paragraph of this Article Tenth.



                                       -3-

                         CERTIFICATE OF INCORPORATION OF
                      THE JEAN COUTU GROUP (PJC) USA, INC.

     ELEVENTH: No director of the Corporation shall be personally liable to any
stockholder of the Corporation for monetary damages for breach of fiduciary duty
as a director, provided that this Article Eleventh shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any
transaction for which the director derived an improper personal benefit.

     TWELVFTH. The corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     THE UNDERSIGNED, being all the Incorporators hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, make this certificate, hereby declaring and certifying that
this is our act and deed and the facts stated herein are true and accordingly we
have hereunto set our hand this 1st day of August, 1986.


                                                      /s/ Everett H. Parker
                                                      ---------------------
                                                      Everett H. Parker


                                                      /s/ Justin P. Morreale
                                                      ----------------------
                                                      Justin P. Morreale



                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 06/09/1998
                                                          981221798 - 2098273

                            CERTIFICATE OF AMENDMENT

                                       TO

                          CERTIFICATE OF INCORPORATION

                                       OF

                      THE JEAN COUTU GROUP (PJC) USA, INC.

     The Jean Coutu Group (PJC) USA, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"CORPORATION"), DOES HEREBY CERTIFY:

     FIRST: That the sole Director of the Corporation, by written consent, filed
with the minutes of the Corporation, duly adopted a resolution setting forth a
proposed amendment to the Certificate of Incorporation of the Corporation,
declaring said amendment to be advisable and calling for the sole stockholder of
the Corporation to consider its approval. The resolution proposed that the
Certificate of Incorporation be amended by deleting the existing Article FOURTH
and restating it in its entirety to read as follows:

          FOURTH: The total number of shares of capital stock which the
     Corporation shall have authority to issue is 150,000 shares of which
     147,000 shall be Common Stock with $1.00 par value per share, amounting in
     the aggregate to $147,000, and of which 3,000 shares shall be Preferred
     Stock with $1.00 par value per share, amounting in the aggregate to
     $3,000.

     PART A.   COMMON STOCK

          The following provisions of this PART A of this Article FOURTH
     constitute a statement of the powers, designations, limitations and
     restrictions of and relating to the Common Stock.

          1.   GENERAL. The Common Stock is junior to the Preferred Stock and is
     subject to and qualified by all the rights, powers, privileges, preferences
     and priorities of the Preferred Stock as set forth herein.



                                       -2-

          2.   VOTING. The holders of the Common Stock are entitled to one vote
     for each share held at all meetings of stockholders (and written actions in
     lieu of meetings). There shall be no cumulative voting rights.

          3.   DIVIDENDS. Dividends may be declared and paid on the Common Stock
     from funds lawfully available therefore as and when determined by the Board
     of Directors and subject to any preferential dividend rights of any
     then-outstanding Preferred Stock.

          4.   LIQUIDATION. Upon the dissolution or liquidation of the
     Corporation, whether voluntary or involuntary, holders of Common Stock will
     be entitled to receive all assets of the Corporation available for
     distribution to its stockholders, ratably subject to any preferential
     rights of any then-outstanding Preferred Stock.

     PART B.   PREFERRED STOCK.

          The following provisions of this PART B of this Article FOURTH
     constitute a statement of the powers, designations, limitations and
     restrictions of and relating to the Preferred Stock.

          1.   DIVIDENDS. The holders of record of shares of the Preferred shall
     be entitled to receive cash dividends from funds lawfully available
     therefor, as and when declared by the Board of Directors. Such dividends
     shall be cumulative and payable at a per annum rate per share based on a
     360-day year equal to $2,050 per share multiplied by the LIBOR Rate (as
     defined below). For purposes hereof the LIBOR Rate shall be for each
     calendar year the 12-month LIBOR Rate for the first trading day of such
     year as published in a publication or issued by a financial institution
     selected in good faith by the Board of Directors of the Corporation. So
     long as any shares of the Preferred Stock are outstanding, the Corporation
     shall not declare, pay or set apart any dividend on the Common Stock or
     declare, make or set apart any distribution on the Common Stock unless
     concurrently therewith all accrued dividends or distributions on the
     Preferred Stock, through the date of such declaration, payment, making or
     setting apart of any dividend or distribution on the Common Stock, are
     declared, paid, made or set apart, as the case may be.

          2.   LIQUIDATION, DISSOLUTION OR WINDING UP.

               a.    In the event of any voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation, the holders of shares of
     Preferred then outstanding shall be entitled to be paid out of the assets
     of the Corporation available for distribution to its stockholders, before
     any payment shall be made to the holders of Common Stock, an amount equal
     to $2,050 per share, plus the sum of all cumulated and accrued but
     undeclared and unpaid dividends thereon (subject to appropriate adjustment
     in the event of any stock dividend, stock split, combination or other
     similar recapitalization affecting such shares). If upon any such
     liquidation, dissolution or winding up of the Corporation the remaining
     assets of the Corporation available for distribution to its stockholders
     shall be insufficient to pay the holders of shares of Preferred Stock the
     full amount to which they



                                       -3-

     shall be entitled, the holders of shares of Preferred Stock shall share
     ratably in any distribution of the remaining assets and funds of the
     Corporation in proportion to the respective amounts which would otherwise
     be payable in respect of the shares held by them upon such distribution if
     all amounts payable on or with respect to such shares were paid in full.

               b.    After the payment of all preferential amounts required to
     be paid to the holders of Preferred Stock, upon the dissolution,
     liquidation or winding up of the Corporation, the remaining assets and
     funds of the Corporation available for distribution to its stockholders
     shall be distributed to the holders of the Common Stock ratably in
     proportion to the respective amounts which would otherwise be payable in
     respect of the shares held by them.

               c.    Written notice or any liquidation, dissolution or winding
     up of the Corporation, setting forth a payment date, the amount of the
     payment to holders of Preferred Stock, and the place where said amount
     shall be payable shall be given not less than thirty (30) days prior to the
     payment date set forth therein, to each holder of record of the Preferred
     Stock.

               d.    Whenever the distribution provided in this subparagraph 2
     shall be payable in property other than cash, the value thereof shall be as
     determined in good faith by the Board of Directors of the Corporation.

          3.   VOTING

               The holders of the Preferred Stock shall have such voting
     rights as are required under the General Corporation Law of Delaware and
     shall be entitled to one vote for each share of Preferred Stock so held.
     There shall be no cumulative voting rights.

          4.   REDEMPTION AT THE OPTION OF THE HOLDERS.

               a.    REDEMPTION AND REDEMPTION PRICE. At any time and from time
     to time upon the request of any holder of the outstanding shares of
     Preferred Stock, the Corporation shall redeem on the Holder Redemption Date
     (as hereinafter defined) all or any part of the shares of Preferred Stock
     then outstanding and held by the holder requesting such redemption, at a
     price of $2,050 per share (as appropriately adjusted for any stock
     dividend, stock split, subdivision, combination or reclassification of the
     Preferred Stock), together with an amount equal to the value of all
     cumulated and accrued but undeclared and unpaid dividends on such shares of
     Preferred Stock to which the holder thereof is entitled (any such dividend
     not payable in cash, being equal to the fair market value of such
     securities or other property as determined in good faith by the Board of
     Directors).

               b.    NOTICE OF REDEMPTION. Holders of shares of Preferred Stock
     who wish to have their shares redeemed pursuant to the preceding paragraph
     shall notify the Corporation in writing not less than thirty (30) nor more
     than sixty (60) calendar days prior



                                       -4-

     to the date specified for redemption in such notice (the "HOLDER REDEMPTION
     DATE"), which notice shall also specify the number of shares of Preferred
     Stock to be redeemed. Upon receipt of any such notice, the Corporation
     shall give written notice by certified or registered mail, postage prepaid,
     to each other holder of record of Preferred Stock at such holder's address
     last shown on the books of the Corporation, notifying such other holders of
     the fact that the Corporation will redeem such shares of Preferred Stock
     and specifying the Holder Redemption Date.

               c. DIVIDENDS AFTER HOLDER REDEMPTION DATE. No share of
     Preferred Stock shall be entitled to any dividends accruing after its
     Holder Redemption Date. On such Holder Redemption Date, all rights of the
     holder of such share of Preferred Stock will cease, and such share of
     Preferred Stock shall no longer be deemed to be outstanding.

          5.   REDEMPTION AT THE OPTION OF THE COMPANY.

               a.    REDEMPTION CORPORATION AND REDEMPTION PRICE. At any time
     and from time to time upon the request of the Corporation to the holders of
     the Preferred Stock of Preferred Stock, the Corporation shall have the
     right to redeem on the Corporation Redemption Date (as hereinafter defined)
     all or any part of the shares of Preferred Stock then outstanding, at a
     price of $2,050 per share (as appropriately adjusted for any stock
     dividend, stock split, subdivision, combination or reclassification of the
     Preferred Stock), together with an amount equal to the value of all
     cumulated and accrued but undeclared and unpaid dividends on such shares of
     Preferred Stock to which the holders thereof are entitled (any such
     dividend not payable in cash, being equal to the fair market value of such
     securities or other property as determined in good faith by the Board of
     Directors).

               b.    NOTICE OF REDEMPTION. In the event the Corporation wishes
     to exercise its right to redeem shares of Preferred Stock pursuant to the
     preceding paragraph, it shall notify all the holders of the Preferred Stock
     in writing not less than thirty (30) nor more than sixty (60) calendar days
     prior to the date specified for redemption in such notice (the "CORPORATION
     REDEMPTION DATE"), which notice shall also specify the number of shares of
     Preferred Stock to be redeemed. Such written notice shall be sent by
     certified or registered mail, postage prepaid, to each holder of record of
     Preferred Stock at such holder's address last shown on the books of the
     Corporation, notifying such holder of the fact that the Corporation will
     redeem such shares of Preferred Stock and specifying the Corporation
     Redemption Date.

               c.    DIVIDENDS AFTER CORPORATION REDEMPTION DATE. No share of
     Preferred Stock shall be entitled to any dividends accruing after its
     Corporation Redemption Date. On such Corporation Redemption Date, all
     rights of the holder of such share of Preferred Stock will cease, and such
     share of Preferred Stock shall no longer be deemed to be outstanding.

          6.   PREEMPTIVE RIGHTS. Holders of the Preferred Stock shall not be
     entitled to any preemptive rights to subscribe for any new or increased
     shares of any class of capital stock



                                       -5-

     of the Corporation or any rights or options to purchase such stock or any
     securities convertible into or exchangeable for such stock hereafter
     authorized for issuance.

     SECOND: That in lieu of a meeting and vote of stockholders, the sole
stockholder has given its written consent to said amendment in accordance with
the provisions of Section 228 of the General Corporation Law of the State of
Delaware.

     THIRD: That said amendment was duly adopted in accordance with the
provisions of Sections 242 and 228 of the General Corporation Law of the State
of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Michael Coutu, its President as of the 8th day of June, 1998.


                                           THE JEAN COUTU GROUP (PJC) USA, INC.

                                           By:/s/ Michael Coutu
                                              -----------------
                                              Name:  Michael Coutu
                                              Title: President

EX-3.94

                                                                    Exhibit 3.94

                      THE JEAN COUTU GROUP (PJC) USA, INC.
                            (a Delaware corporation)

                                     BY-LAWS

                                TABLE OF CONTENTS



Title                                                                     Page
- -----                                                                     ----
                                                                         
Article I - General....................................................     1
  Section 1.1.   Offices...............................................     1
  Section 1.2.   Seal..................................................     1
  Section 1.3.   Fiscal Year...........................................     1

Article II - Stockholders..............................................     1
  Section 2.1    Place of Meeting......................................     1
  Section 2.2.   Annual Meeting........................................     1
  Section 2.3.   Quorum................................................     1
  Section 2.4.   Right to Vote; Proxies................................     2
  Section 2.5.   Record Date...........................................     2
  Section 2.6.   Voting................................................     2
  Section 2.7.   Notice of Annual Meetings.............................     3
  Section 2.8.   Stockholders' List....................................     3
  Section 2.9.   Special Meetings......................................     3
  Section 2.10.  Notice of Special Meetings............................     3
  Section 2.11.  Stockholders' Action by Consent.......................     4

Article III - Directors................................................     4
  Section 3.1.   Number of Directors...................................     4
  Section 3.2.   Change in Number of Directors; Vacancies..............     4
  Section 3.3.   Resignation...........................................     5
  Section 3.4.   Removal...............................................     5
  Section 3.5.   Place of Meetings and Books...........................     5
  Section 3.6.   General Powers........................................     5
  Section 3.7.   Executive Committee...................................     5
  Section 3.8.   Other Committees......................................     5
  Section 3.9.   Power Denied to Committees............................     6
  Section 3.10.  Substitute Commitee Member............................     6
  Section 3.11.  Compensation of Directors.............................     6
  Section 3.12.  Notice of Meetings....................................     7
  Section 3.13.  Regular Meetings......................................     7
  Section 3.14.  Special Meetings......................................     7
  Section 3.15.  Quorum................................................     7
  Section 3.16.  Telephonic Participation in Meetings..................     7
  Section 3.17.  Action by Consent.....................................     7


                                       (i)


                      THE JEAN COUTU GROUP (PJC) USA, INC.
                            (a Delaware corporation)

                                     BY-LAWS



Title                                                                     Page
- -----                                                                     ----
                                                                        
Article IV - Officers..................................................     8
  Section 4.1.   Selection; Statutory Officers.........................     8
  Section 4.2.   Time of Election......................................     8
  Section 4.3.   Additional Officers...................................     8
  Section 4.4.   Terms of Office.......................................     8
  Section 4.5.   Compensation of Officers..............................     8
  Section 4.6.   Chairman of the Board.................................     8
  Section 4.7.   President.............................................     9
  Section 4.8.   Vice-Presidents.......................................     9
  Section 4.9.   Treasurer.............................................     9
  Section 4.10.  Secretary.............................................    10
  Section 4.11.  Assistant Secretary...................................    10
  Section 4.12.  Assistant Treasurer...................................    10
  Section 4.13.  Subordinate Officers..................................    10

Article V - Stock......................................................    11
  Section 5.1.   Stock.................................................    11
  Section 5.2.   Transfers of Stock....................................    11
  Section 5.3.   Record Date...........................................    12
  Section 5.4.   Transfer Agent and Registrar..........................    12
  Section 5.5.   Dividends.............................................    12
    1.  Power to Declare...............................................    12
    2.  Reserves.......................................................    12
  Section 5.6.   Lost, Stolen or Destroyed Certificates................    12
  Section 5.7.   Inspection of Books...................................    13

Article VI - Miscellaneous Management Provisions.......................    13
  Section 6.1.   Checks, Drafts and Notes..............................    13
  Section 6.2.   Notices...............................................    13
    1.  Notices........................................................    13
    2.  Waivers of Notice..............................................    13
  Section 6.3.   Conflict of Interest..................................    14
  Section 6.4.   Voting of Securities Owned by this Corporation........    14

Article VII - Amendments...............................................    15
  Section 7.1.   Amendments............................................    15


                                      (ii)


                      THE JEAN COUTU GROUP (PJC) USA, INC.
                            (a Delaware corporation)

                                     BY-LAWS

                               ARTICLE I - GENERAL

     SECTION 1.1. OFFICES. The registered office shall be in the City of
Springfield, County of Hampden, State of Delaware. The Corporation may also have
offices at such other places both within and without the State of Delaware as
the board of directors may from time to time determine or the business of the
corporation may require.

     SECTION 1.2. SEAL. The seal of the corporation shall, upon issuance, be in
the form of a circle and shall have inscribed thereon the "THE JEAN COUTU GROUP
(PJC) USA, INC., Delaware, 1986" and may reside at the corporate offices.

     SECTION 1.3. FISCAL YEAR. The fiscal year of the corporation shall be the
period from June 1 to May 31.

                            ARTICLE II - STOCKHOLDERS

     SECTION 2.1. PLACE OF MEETINGS. All meetings of the stockholders shall be
held upon notice as hereinafter provided at such place or places within or
without the State of Delaware as the board of directors shall have determined
and as shall be stated in such notice.

     SECTION 2.2. ANNUAL MEETING. The annual meeting of the stockholders shall
be held in the month of September of each year on such date and at such time as
the board of directors may determine. At each annual meeting the stockholders
entitled to vote shall elect a board of directors by plurality vote by ballot,
and they may transact such other corporate business as may properly be brought
before the meeting. At the annual meeting any business may be transacted,
irrespective of whether the notice calling such meeting shall have contained a
reference thereto, except where notice is required by law, the certificate of
incorporation, or these by-laws.

     SECTION 2.3. QUORUM. At all meetings of the stockholders the holders of a
majority of the stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum



                                       -2-

requisite for the transaction of business except as otherwise provided by law,
by the certificate of incorporation or by these by-laws. If, however, such
majority shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or by proxy, by a
majority vote, shall have power to adjourn the meeting from time to time without
notice other than announcement at the meeting until the requisite amount of
voting stock shall be present. If the adjournment is for more than 30 days, or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. At such adjourned meeting, at which the
requisite amount of voting stock shall be represented, any business may be
transacted which might have been transacted if the meeting had been held as
originally called.

     SECTION 2.4. RIGHT TO VOTE; PROXIES. Each stockholder having the right to
vote at any meeting shall be entitled to one vote for each share of stock held
by him. Any stockholder entitled to vote at any meeting of stockholders may vote
either in person or by proxy, but no proxy which is dated more than three years
prior to the meeting at which it is offered shall confer the right to vote
thereat unless the proxy provides that it shall be effective for a longer
period. Every proxy shall be in writing, subscribed by a stockholder or his duly
authorized attorney in fact, and dated, but need not be sealed, witnessed, or
acknowledged.

     SECTION 2.5. RECORD DATE. Except where the transfer books of the
corporation shall have been closed, or a date shall have been fixed as the
record date for the determination of its stockholders entitled to vote as
provided in Section 5.3 of these by-laws, no share of stock shall be voted at
any election for directors which shall have been transferred on the books of the
corporation within twenty (20) days next preceding said election of directors.

     SECTION 2.6. VOTING. At all meetings of stockholders all questions, except
as otherwise expressly provided for by statute, the certificate of incorporation
or these by-laws, shall be determined by a majority vote of the stockholders
present in person or represented by proxy. Except as otherwise expressly
provided by law, the certificate of incorporation or these by-laws, at all
meetings of stockholders the voting shall be by voice vote, but any stockholder
qualified to vote on the matter in question may demand a stock vote, by shares
of stock, upon such question, whereupon such stock vote shall be taken by
ballot, each of



                                       -3-

which shall state the name of the stockholder voting and the number of shares
voted by him, and, if such ballot be cast by a proxy, it shall also state the
name of the proxy. All elections shall be decided by plurality vote.

     SECTION 2.7. NOTICE OF ANNUAL MEETINGS. Written notice of the annual
meeting of the stockholders shall be mailed to each stockholder entitled to vote
thereat at such address as appears on the stock books of the corporation at
least ten (10) days (and not more than fifty (50) days) prior to the meeting. It
shall be the duty of every stockholder to furnish to the Secretary of the
corporation or to the transfer agent, if any, of the class of stock owned by
him, his post-office address and to notify said Secretary or transfer agent of
any change therein.

     SECTION 2.8. STOCKHOLDERS' LIST. A complete list of the stockholders
entitled to vote at any meeting of stockholders, arranged in alphabetical order
and showing the address of each stockholder, and the number of shares registered
in the name of each stockholder, shall be prepared by the Secretary and filed
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held, at least ten days before such meeting,
and shall at all times during the usual hours for business, and during the whole
time of said election, be open to the examination of any stockholder for a
purpose germane to the meeting.

     SECTION 2.9. SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose or purposes, unless otherwise provided by statute, may be called by the
board of directors, the Chairman of the Board, if any, the President or any Vice
President.

     SECTION 2.10. NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting of stockholders, stating the time and place and object thereof shall be
mailed, postage prepaid, not less than ten (10) nor more than fifty (50) days
before such meeting, to each stockholder entitled to vote thereat, at such
address as appears on the books of the corporation. No business may be
transacted at such meeting except that referred to in said notice, or in a
supplemental notice given also in compliance with the provisions hereof, or such
other business as may be germane or supplementary to that stated in said notice
or notices.



                                       -4-

     SECTION 2.11. STOCKHOLDERS' ACTION BY CONSENT. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken in
connection with any corporate action by any provisions of the statutes, the
certificate of incorporation, or these by-laws, the meeting and vote of
stockholders may be dispensed with, and any corporate action upon which a vote
of stockholders is required or permitted may be taken with the written consent
of stockholders having not less than 50% of all of the stock entitled to vote
upon the action if a meeting were held; PROVIDED that in no case shall the
written consent be by holders having less than the minimum percentage of the
total vote required by statute for the proposed corporate action and provided
that prompt notice be given to all stockholders of the taking of such corporate
action without a meeting and by less than unanimous consent.

                             ARTICLE III - DIRECTORS

     SECTION 3.1. NUMBER OF DIRECTORS. Except as otherwise provided by law, the
certificate of incorporation or these by-laws, the property and business of the
corporation shall be managed by or under the direction of a board of not less
than one nor more than ten directors. Within the limits specified, the number of
directors shall be determined by resolution of the board of directors or by the
stockholders at the annual meeting. Directors need not be stockholders. The
directors shall be elected by ballot at the annual meeting of the stockholders
and each director shall be elected to serve until his successor shall be elected
and shall qualify or until his earlier resignation or removal; PROVIDED that in
the event of failure to hold such meeting or to hold such election at such
meeting, such election may be held at any special meeting of the stockholders
called for that purpose. If the office of any director becomes vacant by reason
of death, resignation, disqualification, removal, failure to elect, or
otherwise, the remaining directors, although more or less than a quorum, by a
majority vote of such remaining directors may elect a successor or successors
who shall hold office for the unexpired term.

     SECTION 3.2. CHANGE IN NUMBER OF DIRECTORS; VACANCIES. The maximum number
of directors may be increased by an amendment to these by-laws adopted by a
majority vote of the board of directors or by a majority vote of the capital
stock having voting power, and if the number of directors is so increased by
action of the board of directors or of the stockholders or otherwise, then the
additional directors may be elected in the manner provided



                                       -5-

above for the filling of vacancies in the board of directors or at the annual
meeting of stockholders or at a special meeting called for that purpose.

     SECTION 3.3. RESIGNATION. Any director of this corporation may resign at
any time by giving written notice to the Chairman of the Board, if any, the
President or the Secretary of the corporation. Such resignation shall take
effect at the time specified therein, at the time of receipt if no time is
specified therein and at the time of acceptance if the effectiveness of such
resignation is conditioned upon its acceptance. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

     SECTION 3.4. REMOVAL. Any director or the entire board of directors may be
removed with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.

     SECTION 3.5. PLACE OF MEETINGS AND BOOKS. The board of directors may hold
their meetings and keep the books of the corporation outside the State of
Delaware, at such places as they may from time to time determine.

     SECTION 3.6. GENERAL POWERS. In addition to the powers and authority
expressly conferred upon them by these by-laws, the board may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute or by the certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.

     SECTION 3.7. EXECUTIVE COMMITTEE. There may be an executive committee of
one or more directors designated by resolution passed by a majority of the whole
board. The act of a majority of the members of such committee shall be the act
of the committee. Said committee may meet at stated times or on notice to all by
any of their own number, and shall have and may exercise those powers of the
board of directors in the management of the business affairs of the Company as
are provided by law and may authorize the seal of the corporation to be affixed
to all papers which may require it. Vacancies in the membership of the committee
shall be filled by the board of directors at a regular meeting or at a special
meeting called for that purpose.

     SECTION 3.8. OTHER COMMITTEES. The board of directors may also designate
one or more committees in addition to the executive committee, by resolution or
resolutions passed by



                                       -6-

a majority of the whole board; such committee or committees shall consist of one
or more directors of the corporation, and to the extent provided in the
resolution or resolutions designating them, shall have and may exercise specific
powers of the board of directors in the management of the business and affairs
of the corporation to the extent permitted by statute and shall have power to
authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.

     SECTION 3.9. POWERS DENIED TO COMMITTEES. Committees of the board of
directors shall not, in any event, have any power or authority to amend the
certificate of incorporation, adopt an agreement of merger or consolidation,
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommend to the
stockholders a dissolution of the corporation or a revocation or a dissolution
or to amend the by-laws of the corporation. Further, committees of the Board of
Directors shall not have any power or authority to declare a dividend or to
authorize the issuance of stock.

     SECTION 3.10. SUBSTITUTE COMMITTEE MEMBER. In the absence or on the
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of such absent or disqualified
member. Any committee shall keep regular minutes of its proceedings and report
the same to the board as may be required by the board.

     SECTION 3.11. COMPENSATION OF DIRECTORS. The board of directors shall
have the power to fix the compensation of directors and members of committees of
the Board. The directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.



                                       -7-

     SECTION 3.12. NOTICE OF MEETINGS. The newly elected board may meet at such
place and time as shall be fixed and announced by the presiding officer at the
annual meeting of stockholders, for the purpose of organization or otherwise,
and no further notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a quorum shall be
present, or they may meet at such place and time as shall be stated in a notice
given to such directors either personally or by mail or telegram two (2) days
prior to such meeting, or as shall be fixed by the consent in writing of all
the directors.

     SECTION 3.13. REGULAR MEETINGS. Regular meetings of the board may be held
without notice at such time and place as shall from time to time be determined
by the board.

     SECTION 3.14. SPECIAL MEETINGS. Special meetings of the board may be called
by the Chairman of the Board, if any, or the President, on two (2) days' notice
to each director, either personally or by delivered letter, by mail or by
telegram; special meetings shall be called by the Secretary in like manner and
on like notice, on the written request of two directors.

     SECTION 3.15. QUORUM. At all meetings of the board of directors, a majority
of the total number of directors shall be necessary and sufficient to constitute
a quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the board of directors, except as may be otherwise specifically permitted or
provided by statute, or by the certificate of incorporation, or by these
by-laws. If at any meeting of the board there shall be less than a quorum
present, a majority of those present may adjourn the meeting from time to time
until a quorum is obtained, and no further notice thereof need be given other
than by announcement at said meeting which shall be so adjourned.

     SECTION 3.16. TELEPHONIC PARTICIPATION IN MEETINGS. Members of the board of
directors or any committee designated by such board may participate in a meeting
of the board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.

     SECTION 3.17. ACTION BY CONSENT. Unless otherwise restricted by the
certificate of incorporation or these by-laws, any action required or permitted
to be taken at any



                                       -8-

meeting of the board of directors or of any committee thereof may be taken
without a meeting, if written consent thereto is signed by all members of the
board or of such committee as the case may be and such written consent is filed
with the minutes of proceedings of the board or committee.

                              ARTICLE IV - OFFICERS

     SECTION 4.1. SELECTION; STATUTORY OFFICERS. The officers of the corporation
shall be chosen by the board of directors. There shall be a President, a
Secretary and a Treasurer, and there may be a Chairman of the Board of
Directors, one or more Vice Presidents, one or more Assistant Secretaries, and
one or more Assistant Treasurers, as the board of directors may elect. The
office of President and Secretary shall not be held by the same person.

     SECTION 4.2. TIME OF ELECTION. The officers above named shall be chosen by
the board of directors at its first meeting after each annual meeting of
stockholders. None of said officers need be a director.

     SECTION 4.3. ADDITIONAL OFFICERS. The board may appoint such other officers
and agents as it shall deem necessary, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

     SECTION 4.4. TERMS OF OFFICE. Each officer of the corporation shall hold
office until his successor is chosen and qualified, or until his earlier
resignation or removal. Any officer elected or appointed by the board of
directors may be removed at any time by the board of directors.

     SECTION 4.5. COMPENSATION OF OFFICERS. The board of directors shall have
power to fix the compensation of all officers of the corporation. It may
authorize any officer, upon whom the power of appointing subordinate officers
may have been conferred, to fix the compensation of such subordinate officers.

     SECTION 4.6. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors
shall preside at all meetings of the stockholders and directors, and shall have
such other duties as may be assigned to him from time to time by the board of
directors.



                                       -9-

     SECTION 4.7. PRESIDENT. Unless the board of directors otherwise determines,
the President shall be the chief executive officer and head of the corporation.
Unless there is a Chairman of the Board, the President shall preside at all
meetings of directors and stockholders. Under the supervision of the board of
directors and of the executive committee, the President shall have the general
control and management of its business and affairs, subject, however, to the
right of the board of directors and of the executive committee to confer any
specific power, except such as may be by statute exclusively conferred on the
President, upon any other officer or officers of the corporation. The President
shall perform and do all acts and things incident to the position of President
and such other duties as may be assigned to him from time to time by the board
of directors or the executive committee.

     SECTION 4.8. VICE-PRESIDENTS. The Vice-Presidents shall perform such of the
duties of the President on behalf of the corporation as may be respectively
assigned to them from time to time by the board of directors or by the executive
committee or by the President. The board of directors or the executive committee
may designate one of the Vice-Presidents as the Executive Vice-President, and in
the absence or inability of the President to act, such Executive Vice-President
shall have and possess all of the powers and discharge all of the duties of the
President, subject to the control of the board and of the executive committee.

     SECTION 4.9. TREASURER. The Treasurer shall have the care and custody of
all the funds and securities of the corporation which may come into his hands as
Treasurer, and the power and authority to endorse checks, drafts and other
instruments for the payment of money for deposit or collection when necessary or
proper and to deposit the same to the credit of the corporation in such bank or
banks or depository as the board of directors or the executive committee, or the
officers or agents to whom the board of directors or the executive committee may
delegate such authority, may designate, and he may endorse all commercial
documents requiring endorsements for or on behalf of the corporation. He may
sign all receipts and vouchers for the payments made to the corporation. He
shall render an account of his transactions to the board of directors or to the
executive committee as often as the board or the committee shall require the
same. He shall enter regularly in the books to be kept by him for that purpose
full and adequate account of all moneys received and paid by him on account of
the corporation. He shall perform all acts



                                      -10-

incident to the position of Treasurer, subject to the control of the board of
directors and of the executive committee. He shall when requested, pursuant to
vote of the board of directors or the executive committee, give a bond to the
corporation conditioned for the faithful performance of his duties, the expense
of which bond shall be borne by the corporation.

     SECTION 4.10. SECRETARY. The Secretary shall keep the minutes of all
meetings of the board of directors and of the stockholders; he shall attend to
the giving and serving of all notices of the corporation. Except as otherwise
ordered by the board of directors or the executive committee, he shall attest
the seal of the corporation upon all contracts and instruments executed under
such seal and shall affix the seal of the corporation thereto and to all
certificates of shares of the Capital Stock. He shall have charge of the stock
certificate book, transfer book and stock ledger, and such other books and
papers as the board of directors or the executive committee may direct. He
shall, in general, perform all the duties of Secretary, subject to the control
of the board of directors and of the executive committee.

     SECTION 4.11. ASSISTANT SECRETARY. The board of directors or any two of the
officers of the corporation acting jointly may appoint or remove one or more
Assistant Secretaries of the corporation. Any Assistant Secretary upon his
appointment shall perform such duties of the Secretary, and also any and all
such other duties as the executive committee or the board of directors or the
President or the Executive Vice-President or the Treasurer or the Secretary may
designate.

     SECTION 4.12. ASSISTANT TREASURER. The board of directors or any two of the
officers of the corporation acting jointly may appoint or remove one or more
Assistant Treasurers of the corporation. Any Assistant Treasurer upon his
appointment shall perform such of the duties of the Treasurer, and also any and
all such other duties as the executive committee or the board of directors or
the President or the Executive Vice-President or the Treasurer or the Secretary
may designate.

     SECTION 4.13. SUBORDINATE OFFICERS. The board of directors may select such
subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority, and perform such duties as the
board of directors may prescribe. The board of directors may, from time to time,
authorize any officer to



                                      -11-

appoint and remove subordinate officers and to prescribe the powers and duties
thereof.

                                ARTICLE V - STOCK

     SECTION 5.1. STOCK. Each stockholder shall be entitled to a certificate or
certificates of stock of the corporation in such form as the board of directors
may from time to time prescribe. The certificates of stock of the corporation
shall be numbered and shall be entered in the books of the corporation as they
are issued. They shall certify the holder's name and number and class of shares
and shall be signed by both of (a) either the President or a Vice-President, and
(b) any one of the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, and shall be sealed with the corporate seal of the
corporation. If such certificate is countersigned (1) by a transfer agent other
than the corporation or its employee, or, (2) by a registrar other than the
corporation or its employee, the signature of the officers of the corporation
and the corporate seal may be facsimiles. In case any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the corporation, whether because of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
corporation, such certificate or certificates may nevertheless be adopted by the
corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature shall have
been used thereon had not ceased to be such officer or officers of the
corporation.

     SECTION 5.2. TRANSFERS OF STOCK. Subject to any transfer restrictions then
in force, the shares of stock of the corporation shall be transferable only upon
its books by the holders thereof in person or by their duly authorized attorneys
or legal representatives and upon such transfer the old certificates shall be
surrendered to the corporation by the delivery thereof to the person in charge
of the stock and transfer books and ledgers or to such other person as the
directors may designate by whom they shall be cancelled and new certificates
shall thereupon be issued. The corporation shall be entitled to treat the holder
of record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person whether or not it shall
have



                                      -12-

express or other notice thereof save as expressly provided by the laws of
Delaware.

     SECTION 5.3. RECORD DATE. The board of directors shall fix in advance a
date, not exceeding sixty (60) days preceding the date of any meeting of
stockholders or the date for the payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or exchange of
capital stock is to occur, and in such case only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.

     SECTION 5.4. TRANSFER AGENT AND REGISTRAR. The board of directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars and may require all certificates of stock to bear the signature or
signatures of any of them.

     SECTION 5.5. DIVIDENDS.

          1.   POWER TO DECLARE. Dividends upon the capital stock of the
     corporation, subject to the provisions of the certificate of incorporation,
     if any, may be declared by the board of directors at any regular or special
     meeting, pursuant to law. Dividends may be paid in cash, in property, or in
     shares of the capital stock, subject to the provisions of the certificate
     of incorporation and the laws of Delaware.

          2.   RESERVES. Before payment of any dividend, there may be set aside
     out of any funds of the corporation available for dividends such sum or
     sums as the directors from time to time, in their absolute discretion,
     think proper as a reserve or reserves to meet contingencies, or for
     equalizing dividends, or for repairing or maintaining any property of the
     corporation, or for such other purpose as the directors shall think
     conducive to the interest of the corporation, and the directors may modify
     or abolish any such reserve in the manner in which it was created.

     SECTION 5.6. LOST, STOLEN OR DESTROYED CERTIFICATES. No certificates for
shares of stock of the corporation shall be issued in place of any certificate
alleged to have been



                                      -13-

lost, stolen or destroyed, except upon production of such evidence of the loss,
theft or destruction and upon indemnification of the corporation and its agents
to such extent and in such manner as the board of directors may from time to
time prescribe.

     SECTION 5.7. INSPECTION OF BOOKS. The stockholders of the corporation, by a
majority vote at any meeting of stockholders duly called, or in case the
stockholders shall fail to act, the board of directors shall have power from
time to time to determine whether and to what extent and at what times and
places and under what conditions and regulations the accounts and books of the
corporation (other than the stock ledger) or any of them, shall be open to
inspection of stockholders; and no stockholder shall have any right to inspect
any account or book or document of the corporation except as conferred by
statute or authorized by the board of directors or by a resolution of the
stockholders.

                ARTICLE VI - MISCELLANEOUS MANAGEMENT PROVISIONS

     SECTION 6.1. CHECKS, DRAFTS AND NOTES. All checks, drafts or orders for the
payment of money, and all notes and acceptances of the corporation shall be
signed by such officer or officers, agent or agents as the board of directors
may designate.

     SECTION 6.2. NOTICES.

          1.   Notices to directors and stockholders shall be in writing and
     delivered personally or mailed to the directors or stockholders at their
     addresses appearing on the books of the corporation. Notice by mail shall
     be deemed to be given at the time when the same shall be mailed. Notice to
     directors may also be given by telegram.

          2.   Whenever any notice is required to be given under the provisions
     of the statutes or of the certificate of incorporation or of these by-laws,
     a written waiver of notice, signed by the person or persons entitled to
     said notice, whether before or after the time stated therein, shall be
     deemed equivalent to notice. Attendance of a person at a meeting shall
     constitute a waiver of notice of such meeting except when the person
     attends a meeting for the express purpose of objecting, at the beginning of
     the meeting, to the transaction of any business because the meeting is not
     lawfully called or convened.



                                      -14-

     SECTION 6.3. CONFLICT OF INTEREST. No contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board of or committee thereof which
authorized the contract or transaction, or solely because his or their votes are
counted for such purpose, provided that the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the board of directors or the committee and the board or committee
in good faith authorizes the contract or transaction by the affirmative vote of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum or provided that the contract or transaction is
otherwise authorized in accordance with the laws of Delaware. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the board of directors or of a committee which authorizes the
contract or transaction.

     SECTION 6.4. VOTING OF SECURITIES OWNED BY THIS CORPORATION. Subject always
to the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted in person at any meeting of security holders of such
other corporation by the President of this corporation if he is present at such
meeting, or in his absence by the Treasurer of this corporation if he is present
at such meeting, and (b) whenever, in the judgment of the President, it is
desirable for this corporation to execute a proxy or written consent in respect
to any shares or other securities issued by any other corporation and owned by
this corporation, such proxy or consent shall be executed in the name of this
corporation by the President, without the necessity of any authorization by the
Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer, provided that if the President is unable to
execute such proxy or consent by reason of sickness, absence from the United
States or other similar cause, the Treasurer may execute such proxy or consent.
Any person or persons designated in the manner above stated as the proxy or
proxies of this corporation shall have full right, power and authority to vote
the shares or other securities issued by such other corporation



                                      -15-

and owned by this corporation the same as such shares or other securities might
be voted by this corporation.

                            ARTICLE VII - AMENDMENTS

     SECTION 7.1. AMENDMENTS. The by-laws of the corporation may be altered,
amended or repealed at any meeting of the board of directors upon notice thereof
in accordance with these by-laws, or at any meeting of the stockholders by the
vote of the holders of the majority of the stock issued and outstanding and
entitled to vote at such meeting, in accordance with the provisions of the
certificate of incorporation and of the laws of Delaware.

EX-3.95

                                                                    Exhibit 3.95

                                                                          PAGE 1

                                    DELAWARE

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "THRIFT DRUG, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE FOURTH DAY OF SEPTEMBER, A.D 1975,
AT 10 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE ELEVENTH DAY OF AUGUST, A.D. 1987, AT
10 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "JCP EUROPEAN HEADQUARTERS
LTD." TO "THRIFT DRUG, INC.", FILED THE EIGHTH DAY OF JANUARY,. A.D. 1991, AT
4:30 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


                                       /s/ Harriet Smith Windsor
                                       -------------------------
[SEAL]                                 Harriet Smith Windsor, Secretary of State
0815935 8100H                           AUTHENTICATION: 3256318

040546828                                         DATE: 07-27-04



                          CERTIFICATE OF INCORPORATION

                                       OF

                         JCP EUROPEAN HEADQUARTERS LTD.

          The undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation law of the State of Delaware, does
hereby certify as follows:

          FIRST: The name of the corporation (the "Corporation") shall be JCP
European Headquarters Ltd.

          SECOND: The address of the Corporation's registered office in the
State of Delaware is 100 West Tenth Street, City of Wilmington, County of New
Castle. The name of the Corporation's registered agent at such address is The
Corporation Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

          FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock of $1
par value.



                                                                               2

          FIFTH: The name and mailing address of the incorporator is Frederick
C. Tedeschi, 1301 Avenue of the Americas, New York 10019.

          SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized and empowered:

          (a)  to make, alter, and repeal the By-laws of the Corporation,
     subject to the power of the stockholders of the Corporation to alter or
     repeal any By-law made by the Board of Directors;

          (b)  subject to the laws of the State of Delaware from time to time to
     sell, lease, or otherwise dispose of any part or parts of the properties of
     the Corporation and to cease to conduct the business connected therewith
     or again to resume the same, as it may deem best;

          (c)  to conduct its business, carry on its operations, and exercise
     its powers through branches, subsidiaries, or otherwise, within and without
     the State of Delaware including through registering branches and
     subsidiaries in any foreign country; and

          (d)  in addition to the powers and authorities hereinbefore and by
     the laws of the State of Delaware conferred upon the Board of Directors,
     to exercise all such powers and to do all such acts and things as may be
     exercised or done by the Corporation; subject, nevertheless, to the
     provisions of said laws, of the Certificate of Incorporation of the
     Corporation as from time to time amended, and of its By-laws.



          SEVENTH: Any director or any officer of the Corporation elected or
appointed by the stockholders of the Corporation or by its Board of Directors
may be removed at any time in such manner as shall be provided in the By-laws of
the Corporation.

          EIGHTH: The Corporation reserves the right at any time and from time
to time to amend, alter, change, or repeal any provision contained herein, and
other provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted, in the manner now or hereafter prescribed by
law; and all rights, preferences, and privileges of whatsoever nature conferred
upon stockholders, directors, or any other persons whomsoever by and pursuant to
this Certificate of Incorporation in its present form or as hereafter amended
are granted subject to the right reserved in this Article.

          IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinabove named, does hereby execute this Certificate of Incorporation this
2nd day of September, 1975.

                                                 /s/ Frederick C. Fedeschi
                                                 -------------------------------
                                                      Frederick C. Fedeschi



STATE OF NEW YORK    )
                     )  SS.:
COUNTY OF NEW YORK  )

          On the 2nd day of September, 1975 personally appeared before me
Thomas M. Comerford, a Notary Public in and for the County and State
aforesaid and a person who is authorized by the laws of the State of New York
to take acknowledgment of deeds, Frederick C. Tedeschi known to me and known
to me to be the person who signed the foregoing Certificate of Incorporation,
and he acknowledged that said Certificate was his act and deed and that the
facts stated therein are true.

                                                     /s/ Thomas M. Comerford
                                                --------------------------------
                                                          Notary Public

                                                       Thomas M. Comerford
                                                Notary Public, State of New York
                                                         No, [ILLEGIBLE]
                                                           [ILLEGIBLE]
                                                           [ILLEGIBLE]
                                                           [ILLEGIBLE]



                                    727223049                              FILED

                                                                     AUG 11 1987
                                                                           10 AM
                                                                 /s/ [ILLEGIBLE]
                                                                     [ILLEGIBLE]

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

     JCP EUROPEAN HEADQUARTERS LTD., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (herein
referred to as the Corporation), does hereby certify:

     First: That the Board of Directors of the Corporation, by unanimous written
consent in lieu of meeting dated May 28, 1987, duly adopted a resolution setting
forth a proposed amendment to the Certificate of Incorporation of the
Corporation, declaring said amendment to be advisable, and directing that said
amendment be submitted for consideration by the stockholders at the Annual
Meeting of Stockholders of the Corporation to be held on May 29, 1987. The
resolution setting forth the proposed amendment is as follows:

          "RESOLVED that the Board of Directors hereby declares it advisable
     that a new Article NINTH of the Certificate of Incorporation of the
     Corporation be adopted to read as follows:

          "NINTH: A director of the Corporation shall not be personally liable
          to the Corporation or its stockholders for monetary damages for breach
          of fiduciary duty as a director, except for liability (i) for any
          breach of the director's duty of loyalty to the Corporation or its
          stockholders, (ii) for acts or omissions not in good faith or which
          involve intentional misconduct or a knowing violation of law, (iii)
          under Section 174 of the Delaware General Corporation Law, or (iv) for
          any transaction from which the director derived an improper personal
          benefit. If the Delaware General Corporation Law is hereafter amended
          to permit further limitation on or elimination of the personal
          liability of the Corporation's directors for breach of fiduciary duty,
          then a director of the Corporation shall be exempt from such liability
          for any such breach to the full extent permitted by the Delaware
          General Corporation Law as so amended from time to time. Any repeal or
          modification of the foregoing provisions of this Article NINTH, or the
          adoption of any provision inconsistent herewith, shall not adversely
          affect any right or protection of a director of the Corporation
          hereunder in respect of any act or omission of such director occurring
          prior to such repeal, modification, or adoption of an inconsistent
          provision.'"



                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 01/08/1991
                                                       910085348 - 815935

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

     JCP European Headquarters Ltd., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (herein
referred to as the Corporation), does hereby certify:

     First: That the Board of Directors of the Corporation, by unanimous written
consent in lieu of meeting dated December 28, 1990, duly adopted a resolution
setting forth a proposed amendment to the Certificate of Incorporation of the
Corporation, declaring said amendment to be advisable, and directing that said
amendment be submitted for consideration by the stockholders on December 28,
1990. The resolution setting forth the proposed amendment is as follows:

     "RESOLVED that the First Article of the Certificate of Incorporation be
amended to read as follows:

          First: The name of the corporation ("Corporation") shall be Thrift
     Drug, Inc."

     Second: That thereafter, the stockholders of said corporation, by unanimous
written consent in lieu of meeting dated December 28, 1990, in accordance with
the General Corporation Law of the State of Delaware, adopted the amendment.

     Third: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     Fourth: That the capital of the Corporation will not be reduced under or by
reason of said amendment.



     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate to be signed in its name by its President
and attested by its Assistant Secretary, as of the 7th day of January, 1991.

                                                  JCP European Headquarters Ltd.


                                                  /s/ T. S. Prindiville
                                                  ------------------------------
                                                  T. S. Prindiville
                                                  President

Attest:


/s/ T. M. Comerford
- --------------------------
T. M. Comerford
Assistant Secretary

EX-3.96

                                                                    Exhibit 3.96

                                THRIFT DRUG, INC.

                                     BYLAWS
                           As Amended To May 21, 1993

                                   ARTICLE I.

                                    OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation in
the State of Delaware shall be at 1209 Orange Street, City of Wilmington, County
of New Castle. The name of the registered agent in charge thereof is The
Corporation Trust Company.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at other
places either within or without the State of Delaware.

                                   ARTICLE II.

                     MEETINGS OF STOCKHOLDERS; STOCKHOLDERS'
                           CONSENT IN LIEU OF MEETING

     SECTION 1. ANNUAL MEETINGS. The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, date, and hour as
shall be designated in the notice thereof.

     SECTION 2. SPECIAL MEETINGS. A special meeting of the stockholders for any
purpose or purposes may be called by the Board, the Chairman of the Board, the
President or the Secretary,



Board, the Chairman of the Board, the President or the Secretary, to be held at
such place, date, and hour as shall be designated in the notice thereof.

     SECTION 3. STOCKHOLDERS' CONSENT IN LIEU OF MEETING. Any corporate action
requiring a vote of stockholders may be taken without a meeting if the holders
of a majority of the Common Stock of the Corporation consent thereto in writing,
and the writing or writings are filed with the minutes of the meetings of
stockholders.

                                  ARTICLE III.

                               BOARD OF DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board.

     SECTION 2. NUMBER AND TERM OF OFFICE. The number of directors which shall
constitute the whole Board shall be fixed from time to time by a vote of a
majority of the shareholders. Each of the directors of the Corporation shall
hold office until the annual meeting next after his election and until his
successor shall be elected and shall qualify or until his earlier death or
resignation or removal in the manner hereinafter provided.

     SECTION 3. RESIGNATION, REMOVAL, AND VACANCIES. Any director may resign at
any time by giving written notice of his resignation to the Chairman of the
Board, the President or the Secretary of the Corporation. Any such resignation
shall take effect at the time specified therein, or if the time when it shall
become effective



shall not be specified therein, then it shall take effect when accepted by
action of the Board. Except as aforesaid, the acceptance of such resignation
shall not be necessary to make it effective.

          A director may be removed, either with or without cause, at any time
by vote of the holders of a majority of the Common Stock.

          In case of any vacancy on the Board or in case of any newly created
directorship, a director to fill the vacancy or the newly created directorship
for the unexpired portion of the term being filled may be elected by a majority
of the directors of the Corporation then in office though less than a quorum.

          SECTION 4. MEETINGS.

          (A) ANNUAL MEETINGS. As soon as practicable after each annual election
of directors, the Board shall meet for the purpose of organization and the
transaction of other business.

          (B) OTHER MEETINGS. Other meetings of the Board shall be held at such
times and places as the Board, the Chairman of the Board, the President or the
Secretary shall from time to time determine.

          (C) NOTICE OF MEETINGS. The Secretary shall give notice to each
director of each meeting, including the time and place of such meeting. Notice
of each such meeting shall be mailed to each director, addressed to him at his
residence or usual place of business, at least two days before the day on which
such meeting

                                        3


is to be held, or shall be sent to him by telegraph, cable, wireless, or other
form of recorded communication or be delivered personally or by telephone not
later than the day before the day on which such meeting is to be held. Notice of
any meeting shall not be required to be given to any director who shall attend
such meeting. A written waiver of notice, signed by the person entitled thereto,
whether before or after the time stated therein, shall be deemed equivalent to
notice.

          (D) PLACE OF MEETING. The Board may hold its meetings at such place or
places within or without the State of Delaware as the Board may from time to
time by resolution determine or as shall be designated in the respective notices
or waivers of notice thereof.

          (E) QUORUM AND MANNER OF ACTING. One third of the directors then in
office (but in no case less than two directors) shall be present in person at
any meeting of the Board in order to constitute a quorum for the transaction of
business at such meeting, and the vote of a majority of those directors present
at any such meeting at which a quorum is present shall be necessary for the
passage of any resolution or act of the Board, except as otherwise expressly
required by law or these Bylaws. In the absence of a quorum for any such
meeting, a majority of the directors present thereat may adjourn such meeting
from time to time until a quorum shall be present thereat. Notice of any
adjourned meeting need not be given.

                                        4


          (F) ORGANIZATION AND ORDER OF BUSINESS. At each meeting of the Board,
one of the following shall act as chairman of the meeting and preside thereat,
in the following order of precedence: the Chairman of the Board, the President
and any director chosen by a majority of the directors present thereat.

              The Secretary, or in the case of his absence, any person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of the meeting shall appoint, shall act as secretary
of the meeting and keep the minutes thereof.

          SECTION 5. UNANIMOUS DIRECTOR CONSENT IN LIEU OF MEETING. Any
corporate action requiring a vote of the Board may be taken without a meeting if
all members of the Board consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board.

          SECTION 6. COMPENSATION. Each director, in consideration of his
serving as such, shall be entitled to receive from the Corporation such amount
per annum or such fees for attendance at meetings of the Board or of any
committee, or both, as the Board shall from time to time determine. The Board
may likewise provide that the Corporation shall reimburse each director or
member of a committee for any expenses incurred by him on account of his
attendance at any such meeting. Nothing contained in this Section shall be
construed to preclude any director from

                                        5


serving the Corporation in any other capacity and receiving compensation
therefor.

                                   ARTICLE IV.

                                   COMMITTEES

          SECTION 1. COMMITTEES OF DIRECTORS. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees
(including, but not limited to, an Executive Committee), each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in such resolution, shall have and may exercise the
powers of the Board in the management of the business and affairs of the
corporation and shall have such other duties and functions as shall be provided
in such resolution.

          SECTION 2. MINUTES OF COMMITTEE MEETINGS. Each committee shall keep
regular minutes of its meetings and report the same to the Board when required.

                                   ARTICLE V.

                                    OFFICERS

          SECTION 1. ELECTION AND APPOINTMENT AND TERM OF OFFICE. The officers
of the Corporation shall be a Chairman of the Board, a President, such number of
Vice Presidents (including any Executive and/or Senior Vice Presidents) as the
Board may determine from time to time, a Treasurer, a Secretary, and a
Controller. Each such officer shall be elected by the Board at its annual

                                        6


meeting and shall hold office until the next annual meeting of the Board and
until his successor shall be elected or until his earlier death or resignation
or removal in the manner hereinafter provided.

          The Board may elect or appoint such other officers (including one or
more Assistant Treasurers, one or more Assistant Secretaries, and one or more
Assistant Controllers) as it deems necessary, who shall have such authority and
shall perform such duties as the Board may prescribe.

          If additional officers are elected or appointed during the year, each
of them shall hold office until the next annual meeting of the Board and until
his successor shall be elected or appointed or until his earlier death or
resignation or removal in the manner hereinafter provided.

          SECTION 2. RESIGNATION, REMOVAL, AND VACANCIES. Any officer may resign
at any time by giving written notice of his resignation to the Chairman of the
Board, the President or the Secretary of the Corporation. Any such resignation
shall take effect at the time specified therein, or if the time when it shall
become effective shall not be specified therein, then it shall take effect when
accepted by action of the Board. Except as aforesaid, the acceptance of such
resignation shall not be necessary to make it effective.

          All officers and agents elected or appointed by the Board shall be
subject to removal at any time by the Board with or without cause.

                                        7


          A vacancy in any office may be filled for the unexpired portion of the
term in the same manner as provided for election or appointment to such office.

          SECTION 3. DUTIES AND FUNCTIONS.

          (A) CHAIRMAN OF THE BOARD. The Chairman of the Board shall, when
present, preside at all meetings of the Board of Directors and at all meetings
of the stockholders and shall have such additional powers and shall perform such
further duties as may, from time to time, be assigned to him by the Board of
Directors.

          (B) THE PRESIDENT. The President shall be the chief executive officer
of the Corporation. He shall have general charge of the business and affairs of
the Corporation and shall see that all orders and resolutions of the Board are
carried into effect.

          (C) VICE PRESIDENT. Each Vice President shall have such powers and
duties as shall be prescribed by the President or the Board.

          (D) TREASURER. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Corporation.

          (E) SECRETARY. The Secretary shall keep the records of all meetings of
the stockholders and of the Board. He shall affix the seal of the Corporation on
all deeds, contracts, bonds, or other instruments requiring the corporate seal
when the same shall

                                        8


have been signed on behalf of the Corporation by a duly authorized officer.

          (F) CONTROLLER. The Controller shall have charge of the accounting
records of the Corporation and shall be responsible for the preparation and
filing of all reports and returns relating to or based upon such accounting
records.

                                   ARTICLE VI.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

          SECTION 1. EXECUTION OF CONTRACTS. The Board, except as otherwise
provided in these Bylaws, may authorize any officer or officers or other person
or persons to enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation, and such authority may be general or
confined to specific instances, and unless so authorized by the Board or by the
provisions of these Bylaws, no officer or other person shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or to any amount.

          SECTION 2. LOANS. No loan shall be contracted on behalf of the
Corporation, and no negotiable papers shall be issued in its name, except by
such officer or officers or other person or persons as may be designated by the
Board from time to time. If and to the extent authorized by the Board, the power
to contract loans or issue negotiable papers may be delegated by any such
officer or officers or other person or persons.

                                        9


          SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, bills of exchange,
and other orders for the payment of money, letters of credit, acceptances,
obligations, notes, and other evidences of indebtedness, bills of lading,
warehouse receipts, and insurance certificates of the Corporation shall be
signed or endorsed by such officer or officers or other person or persons as may
be designated by the Board from time to time. If and to the extent authorized by
the Board, the power to sign or endorse any such instrument may be delegated by
any such officer or officers or other person or persons.

          SECTION 4. BANK ACCOUNTS. The Board may from time to time authorize
the opening and maintenance of general and special bank and custodial accounts
with such banks, trust companies, and other depositories as it may select.
Rules, regulations, and agreements applicable to such accounts may be made, and
changed from time to time, by the Board, including, but without limitation,
rules, regulations, and agreements with respect to the use of facsimile and
printed signatures. Any of such powers of the Board with respect to bank and
custodial accounts may be delegated by the Board to any officer or officers or
other person or persons as may be designated by the Board, and if and to the
extent authorized by the Board, any such power may be further delegated by any
such officer or officers or other person or persons.

          SECTION 5. PROXIES IN RESPECT OF STOCK OR OTHER SECURITIES OF OTHER
CORPORATIONS. The Board shall designate the

                                       10


officers of the Corporation who shall have authority from time to time to
appoint an agent or agents of the Corporation to exercise in the name and on
behalf of the Corporation the powers and rights which the Corporation may have
as the holder of stock or other securities in any other corporation and to vote
or consent in respect of such stock or securities. Such designated officers may
instruct the person or persons so appointed as to the manner of exercising such
powers and rights, and such designated officers may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, powers of attorney, or other
instruments as they may deem necessary or proper in order that the Corporation
may exercise such powers and rights.

                                  ARTICLE VII.

                                BOOKS AND RECORDS

          The books and records of the Corporation may be kept at such places
within or without the State of Delaware as the Board, the Chairman of the Board,
the President or the Secretary may from time to time determine.

                                  ARTICLE VIII.

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              EMPLOYEES, AND AGENTS

          The Corporation may indemnify, in accordance with and to the full
extent permitted by the laws of the State of Delaware as in effect at the time
of the adoption of this Article VIII or as

                                       11


such laws may be amended from time to time, and shall so indemnify to the full
extent required by such laws, any person (and the heirs and legal
representatives of such person) made or threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he is or
was a director, officer, employee, or agent of the Corporation or any
constituent corporation absorbed in a consolidation or merger, or serves or
served as such with another corporation, partnership, joint venture, trust, or
other enterprise at the request of the Corporation or any such constituent
corporation.

                                   ARTICLE IX.

                                      SEAL

          The Board shall provide a corporate seal, which shall be in form of a
circle and shall bear the full name of the Corporation and the words and figures
"Corporate Seal 1990 Delaware."

                                   ARTICLE X.

                                   FISCAL YEAR

          The fiscal year of the Corporation shall end at the close of business
on the last Saturday in January and shall, in each case, begin at the opening of
business on the day next succeeding the last day of the preceding fiscal year.

                                       12


                                   ARTICLE XI.

                                   AMENDMENTS

          These Bylaws may be altered or repealed by the vote of a majority of
the whole Board, subject to the power of the stockholders of the Corporation to
alter or repeal any Bylaw made by the Board.

                                       13

EX-3.97

                                                                    Exhibit 3.97

                                                                          PAGE 1

                                    DELAWARE
                                THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "THRIFT DRUG SERVICES, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE THIRTEENTH DAY OF JUNE, A.D. 1991,
AT 2 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


                                /s/ Harriet Smith Windsor
                                ------------------------------------------------
                                Harriet Smith Windsor, Secretary of State
2265758  8100H     [SEAL]           AUTHENTICATION: 3256320

040546830                                      DATE: 07-27-04



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 02:00 PM 06/13/1991
                                                       911645202 - 2265758

                          CERTIFICATE OF INCORPORATION

                                       OF

                           THRIFT DRUG SERVICES, INC.

     I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby certify as follows:

     FIRST:    The name of the corporation ("Corporation") shall be THRIFT DRUG
SERVICES, INC.

     SECOND:   The address of the Corporation's registered office in the State
of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle. The
name of the Corporation's registered agent at such address is The Corporation
Trust Company.

     THIRD:    The purpose of the Corporation is to engage in the establishment
of pharmaceutical repackaging plants, mail-order pharmacies, and retail outlets,
and in any lawful act or activity for which corporations may be organized under
the General Corporation Law of the State of Delaware.

     FOURTH:   The total number of shares of all classes of stock which the
Corporation shall have authority to issue is one thousand (l,000) shares of
Common Stock of one dollar ($l) par value.

     FIFTH:    The name and mailing address of the incorporator is
T. M Comerford, 14841 North Dallas Parkway, Dallas, Texas 75240-6760.

                                                                          Page 1


     SIXTH:    In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized and empowered:

          A.   to make, alter, and repeal the By-laws of the Corporation,
     subject to the power of the stockholders of the Corporation to alter or
     repeal any By-law made by the Board of Directors;

          B.   subject to the laws of the State of Delaware from time to time to
     sell, lease, or otherwise dispose of any part or parts of the properties of
     the Corporation and to cease to conduct the business connected therewith or
     again to resume the same, as it may deem best; and

          C.   in addition to the powers and authorities hereinbefore and by the
     laws of the State of Delaware conferred upon the Board of Directors, to
     exercise all such powers and to do all such acts and things as may be
     exercised or done by the Corporation; subject, nevertheless, to the
     provisions of said laws, of the Certificate of Incorporation as from time
     to time amended of the Corporation, and of its By-laws.

     SEVENTH:  Any director or any officer of the Corporation elected or
appointed by the stockholders of the Corporation or by its Board of Directors
may be removed at any time in such manner as shall be provided in the By-laws of
the Corporation.

                                                                          Page 2


     EIGHTH:   A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is hereafter amended
to permit further limitation on or elimination of the personal liability of the
Corporation's directors for breach of fiduciary duty, then a director of the
Corporation shall be exempt from such liability for any such breach to the full
extent permitted by the Delaware General Corporation Law as so amended from time
to time. Any repeal or modification of the foregoing provisions of this Article,
or the adoption of any provision inconsistent herewith, shall not adversely
affect any right or protection of a director of the Corporation hereunder in
respect of any act or omission of such director occurring prior to such repeal,
modification, or adoption of an inconsistent provision.

     NINTH: The Corporation reserves the right at any time and from time to time
to amend, alter, change, or repeal any provision contained herein, and other
provisions authorized by the laws of the State of Delaware at the tine in force
may be added or

                                                                          Page 3


inserted, in the manner now or hereafter prescribed by law; and all rights,
preferences, and privileges of whatsoever nature conferred upon stockholders,
directors, or any other persons whomsoever by and pursuant to this Certificate
of Incorporation in its present form or as hereafter amended are granted subject
to the right reserved in this Article.

     IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinabove
named, do hereby execute this Certificate of Incorporation this 13th day of
June, 1991.


                                                 /s/ T.M. Comerford
                                                 ------------------------
                                                 T.M. Comerford
                                                 Incorporator

                                                                          Page 4

EX-3.98

                                                                    Exhibit 3.98

                                                                       Exhibit A

                           THRIFT DRUG SERVICES, INC.

                                     BY-LAWS

                                    ARTICLE I

                                     OFFICES

          SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
in the State of Delaware shall be at 1209 Orange Street, City of Wilmington,
County of New Castle. The name of the registered agent in charge thereof is The
Corporation Trust Company.

          SECTION 2. OTHER OFFICES. The Corporation may also have offices at
other places either within or without the State of Delaware.

                                   ARTICLE II

                     MEETINGS OF STOCKHOLDERS; STOCKHOLDERS'
                           CONSENT IN LIEU OF MEETING

          SECTION 1. ANNUAL MEETINGS. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, date, and hour as
shall be designated in the notice thereof.

          SECTION 2. SPECIAL MEETINGS. A special meeting of the stockholders for
any purpose or purposes may be called by the

                                        1


Board, the President, or the Secretary, to be held at such place, date, and hour
as shall be designated in the notice thereof.

          SECTION 3. STOCKHOLDERS' CONSENT IN LIEU OF MEETING. Any corporate
action requiring a vote of stockholders may be taken without a meeting if all
the stockholders of the Corporation consent thereto in writing, and the writing
or writings are filed with the minutes of the meetings of stockholders.

                                   ARTICLE III

                               BOARD OF DIRECTORS

          SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board.

          SECTION 2. NUMBER AND TERM OF OFFICE. The number of directors which
shall constitute the whole Board shall be fixed from time to time by a vote of a
majority of the whole Board. Each of the directors of the Corporation shall hold
office until the annual meeting next after his election and until his successor
shall be elected and shall qualify or until his earlier death or resignation or
removal in the manner hereinafter provided.

          SECTION 3. RESIGNATION, REMOVAL, AND VACANCIES. Any director may
resign at any time by giving written notice of his resignation to the President
or the Secretary of the Corporation. Any such resignation shall take effect at
the time specified therein, or if the time when it shall become effective shall
not be specified therein, then it shall take effect when accepted by

                                        2


action of the Board. Except as aforesaid, the acceptance of such resignation
shall not be necessary to make it effective.

          A director may be removed, either with or without cause, at any time
by vote of a majority of the whole Board.

          In case of any vacancy on the Board or in case of any newly created
directorship, a director to fill the vacancy or the newly created directorship
for the unexpired portion of the term being filled may be elected by a majority
of the directors of the Corporation then in office though less than a quorum.

          SECTION 4. MEETINGS.

          (A) ANNUAL MEETINGS. As soon as practicable after each annual election
of directors, the Board shall meet for the purpose of organization and the
transaction of other business.

          (B) OTHER MEETINGS. Other meetings of the Board shall be held at such
times and places as the Board, the President or the Secretary shall from time to
time determine.

          (C) NOTICE OF MEETINGS. The Secretary shall give notice to each
director of each meeting, including the time and place of such meeting. Notice
of each such meeting shall be mailed to each director, addressed to him at his
residence or usual place of business, at least two days before the day on which
such meeting is to be held, or shall be sent to him by telegraph, cable,
wireless, or other form of recorded communication or be delivered personally or
by telephone not later than the day before the day on which such meeting is to
be held. Notice of any meeting shall not

                                        3


be required to be given to any director who shall attend such meeting. A written
waiver of notice, signed by the person entitled thereto, whether before or after
the time stated therein, shall be deemed equivalent to notice.

          (D) PLACE OF MEETING. The Board may hold its meetings at such place or
places within or without the State of Delaware as the Board may from time to
time by resolution determine or as shall be designated in the respective notices
or waivers of notice thereof.

          (E) QUORUM AND MANNER OF ACTING. One third of the directors then in
office (but in no case less than two directors) shall be present in person at
any meeting of the Board in order to constitute a quorum for the transaction of
business at such meeting, and the vote of a majority of those directors present
at any such meeting at which a quorum is present shall be necessary for the
passage of any resolution or act of the Board, except as otherwise expressly
required by law or these By-laws. In the absence of a quorum for any such
meeting, a majority of the directors present thereat may adjourn such meeting
from time to time until a quorum shall be present thereat. Notice of any
adjourned meeting need not be given.

          (F) ORGANIZATION AND ORDER OF BUSINESS. At each meeting of the Board,
one of the following shall act as chairman of the meeting and preside thereat,
in the following order of

                                        4


precedence: the President and any director chosen by a majority of the directors
present thereat.

             The Secretary, or in the case of his absence, any person (who shall
be an Assistant Secretary, if an Assistant Secretary shall be present thereat)
whom the chairman of the meeting shall appoint, shall act as secretary of the
meeting and keep the minutes thereof.

          SECTION 5. UNANIMOUS DIRECTOR CONSENT IN LIEU OF MEETING. Any
corporate action requiring a vote of the Board may be taken without a meeting if
all members of the Board consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board.

          SECTION 6. COMPENSATION. Each director, in consideration of his
serving as such, shall be entitled to receive from the Corporation such amount
per annum or such fees for attendance at meetings of the Board or of any
committee, or both, as the Board shall from time to time determine. The Board
may likewise provide that the Corporation shall reimburse each director or
member of a committee for any expenses incurred by him on account of his
attendance at any such meeting. Nothing contained in this Section shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

                                        5


                                   ARTICLE IV

                                   COMMITTEES

          SECTION 1. COMMITTEES OF DIRECTORS. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees
(including, but not limited to, an Executive Committee), each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in such resolution, shall have and may exercise the
powers of the Board in the management of the business and affairs of the
Corporation and shall have such other duties and functions as shall be provided
in such resolution.

          SECTION 2. MINUTES OF COMMITTEE MEETINGS. Each committee shall keep
regular minutes of its meetings and report the same to the Board when required.

                                    ARTICLE V

                                    OFFICERS

          SECTION 1. ELECTION AND APPOINTMENT AND TERM OF OFFICE. The officers
of the Corporation shall be a President, such number of Vice Presidents
(including any Executive and/or Senior Vice Presidents) as the Board may
determine from time to time, a Treasurer, a Secretary, and a Controller. Each
such officer shall be elected by the Board at its annual meeting and shall hold
office until the next annual meeting of the Board and until his successor shall
be elected or until his earlier death or resignation or removal in the manner
hereinafter provided.

                                        6


          The Board may elect or appoint such other officers (including one or
more Assistant Treasurers, one or more Assistant Secretaries, and one or more
Assistant Controllers) as it deems necessary, who shall have such authority and
shall perform such duties as the Board may prescribe.

          If additional officers are elected or appointed during the year, each
of them shall hold office until the next annual meeting of the Board and until
his successor shall be elected or appointed or until his earlier death or
resignation or removal in the manner hereinafter provided.

          SECTION 2. RESIGNATION, REMOVAL, AND VACANCIES. Any officer may resign
at any time by giving written notice of his resignation to the Board, the
President or the Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein, or if the time when it shall become
effective shall not be specified therein, then it shall take effect when
accepted by action of the Board. Except as aforesaid, the acceptance of such
resignation shall not be necessary to make it effective.

          All officers and agents elected or appointed by the Board shall be
subject to removal at any time by the Board with or without cause.

                                        7


          A vacancy in any office may be filled for the unexpired portion of the
term in the same manner as provided for election or appointment to such office.

          SECTION 3. DUTIES AND FUNCTIONS.

          (A) THE PRESIDENT. The President shall be the chief operating officer
of the Corporation. He shall have general charge of the business and affairs of
the Corporation and shall see that all orders and resolutions of the Board are
carried into effect.

          (B) VICE PRESIDENT. Each Vice President shall have such powers and
duties as shall be prescribed by the President or the Board.

          (C) TREASURER. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Corporation.

          (D) SECRETARY. The Secretary shall keep the records of all meetings of
the stockholders and of the Board. He shall affix the seal of the Corporation on
all deeds, contracts, bonds, or other instruments requiring the corporate seal
when the same shall have been signed on behalf of the Corporation by a duly
authorized officer.

          (E) CONTROLLER. The Controller shall have charge of the accounting
records of the Corporation and shall be responsible for the preparation and
filing of all reports and returns relating to or based upon such accounting
records.

                                        8


                                   ARTICLE VI

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

          SECTION 1. EXECUTION OF CONTRACTS. The Board, except as otherwise
provided in these By-laws, may authorize any officer or officers or other person
or persons to enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation, and such authority may be general or
confined to specific instances, and unless so authorized by the Board or by the
provisions of these By-laws, no officer or other person shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or to any amount.

          SECTION 2. LOANS. No loan shall be contracted on behalf of the
Corporation, and no negotiable papers shall be issued in its name, except by
such officer or officers or other person or persons as may be designated by the
Board from time to time. If and to the extent authorized by the Board, the power
to contract loans or issue negotiable papers may be delegated by any such
officer or officers or other person or persons.

          SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, bills of exchange,
and other orders for the payment of money, letters of credit, acceptances,
obligations, notes, and other evidences of indebtedness, bills of lading,
warehouse receipts, and insurance certificates of the Corporation shall be
signed or endorsed by such officer or officers or other person or persons as

                                        9


may be designated by the Board from time to time. If and to the extent
authorized by the Board, the power to sign or endorse any such instrument may be
delegated by any such officer or officers or other person or persons.

          SECTION 4. BANK ACCOUNTS. The Board may from time to time authorize
the opening and maintenance of general and special bank and custodial accounts
with such banks, trust companies, and other depositories as it may select.
Rules, regulations, and agreements applicable to such accounts may be made, and
changed from time to time, by the Board, including, but without limitation,
rules, regulations, and agreements with respect to the use of facsimile and
printed signatures. Any of such powers of the Board with respect to bank and
custodial accounts may be delegated by the Board to any officer or officers or
other person or persons as may be designated by the Board, and if and to the
extent authorized by the Board, any such power may be further delegated by any
such officer or officers or other person or persons.

          SECTION 5. PROXIES IN RESPECT OF STOCK OR OTHER SECURITIES OF OTHER
CORPORATIONS. The Board shall designate the officers of the Corporation who
shall have authority from time to time to appoint an agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the powers
and rights which the Corporation may have as the holder of stock or other
securities in any other corporation and to vote or consent in respect of such
stock or securities. Such designated officers may

                                       10


instruct the person or persons so appointed as to the manner of exercising such
powers and rights, and such designated officers may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, powers of attorney, or other
instruments as they may deem necessary or proper in order that the Corporation
may exercise such powers and rights.

                                   ARTICLE VII

                                BOOKS AND RECORDS

          The books and records of the Corporation may be kept at such places
within or without the State of Delaware as the Board, the President or the
Secretary may from time to time determine.

                                  ARTICLE VIII

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              EMPLOYEES, AND AGENTS

          The Corporation may indemnify, in accordance with and to the full
extent permitted by the laws of the State of Delaware as in effect at the time
of the adoption of this Article VIII or as such laws may be amended from time to
time, and shall so indemnify to the full extent required by such laws, any
person (and the heirs and legal representatives of such person) made or
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
by reason of the fact that he is or was a director, officer, employee, or agent
of the Corporation or any constituent

                                       11


corporation absorbed in a consolidation or merger, or serves or served as such
with another corporation, partnership, joint venture, trust, or other enterprise
at the request of the Corporation or any such constituent corporation.

                                   ARTICLE IX

                                      SEAL

          The Board shall provide a corporate seal, which shall be in form of a
circle and shall bear the full name of the Corporation and the words and figures
"Corporate Seal 1991 Delaware."

                                    ARTICLE X

                                   FISCAL YEAR

          The fiscal year of the Corporation shall end at the close of business
on the last Saturday in January and shall, in each case, begin at the opening of
business on the day next succeeding the last day of the preceding fiscal year.

                                   ARTICLE XI

                                   AMENDMENTS

          These By-laws may be altered or repealed by the vote of a majority of
the whole Board, subject to the power of the stockholders of the Corporation to
alter or repeal any By-law made by the Board.

                                       12

EX-4.1

                                                                     Exhibit 4.1

                   THE JEAN COUTU GROUP (PJC) INC., AS ISSUER,

                           3090671 NOVA SCOTIA COMPANY
                           3090672 NOVA SCOTIA COMPANY
                              BROOKS PHARMACY, INC.
                            JCG HOLDINGS (USA), INC.
                        JEAN COUTU ACQUISITION ONE, INC.
                       JEAN COUTU ACQUISITION THREE, INC.
                        JEAN COUTU ACQUISITION TWO, INC.
                      JEAN COUTU GROUP HOLDINGS (USA), LLC
                              MAXI DRUG NORTH, INC.
                              MAXI DRUG SOUTH, L.P.
                                 MAXI DRUG, INC.
                                 MAXI GREEN INC.
                               MC WOONSOCKET, INC.
                            P.J.C. DISTRIBUTION, INC.
                             P.J.C. OF VERMONT INC.
                             P.J.C. REALTY CO., INC.
                           PATERSON'S PHARMACIES LTD.
                            PJC ARLINGTON REALTY LLC
                            PJC DORCHESTER REALTY LLC
                              PJC ESSEX REALTY LLC
                            PJC HAVERHILL REALTY LLC
                            PJC HYDE PARK REALTY LLC
                            PJC LEASE HOLDINGS, INC.
                            PJC MANCHESTER REALTY LLC
                            PJC MANSFIELD REALTY LLC
                            PJC NEW LONDON REALTY LLC
                             PJC NORWICH REALTY LLC
                              PJC OF CRANSTON, INC.
                          PJC OF EAST PROVIDENCE, INC.
                           PJC OF MASSACHUSETTS, INC.
                            PJC OF RHODE ISLAND, INC.
                            PJC OF WEST WARWICK, INC.
                           PJC PETERBOROUGH REALTY LLC
                            PJC PROVIDENCE REALTY LLC
                               PJC REALTY MA, INC.
                               PJC REALTY N.E. LLC
                              PJC REVERE REALTY LLC
                        PJC SPECIAL REALTY HOLDINGS, INC.
                           RX INFORMATION CENTRE LTD.
                             SERVICES SECURIVOL INC.
                      THE JEAN COUTU GROUP (PJC) USA, INC.

                                 AS GUARANTORS,

                                       AND



                        THE BANK OF NEW YORK, AS TRUSTEE


                                    INDENTURE

                            DATED AS OF JULY 30, 2004


                                  $350,000,000

                          7 5/8% SENIOR NOTES DUE 2012



           Reconciliation and tie between Trust Indenture Act of 1939,
              as amended, and Indenture, dated as of July 30, 2004



Trust Indenture                                                                 Indenture
Act Section                                                                     Section
- ---------------                                                                 ---------
                                                                             
Section 310  (a)(1).............................................................609
             (a)(2).............................................................609
             (b)................................................................608, 610
Section 311  (a)................................................................613
             (c)................................................................Not Applicable
Section 312  (a)................................................................701
             (b)................................................................702
             (c)................................................................702
Section 313  (a)................................................................703
Section 314  (a)................................................................704
             (a)(4).............................................................1018
             (b)................................................................Not Applicable
             (c)(1).............................................................103, 104, 404, 1201
             (c)(2).............................................................103, 104, 404, 1201
             (d)................................................................Not Applicable
             (e)................................................................103
Section 315  (a)................................................................601(b)
             (b)................................................................602
             (c)................................................................601(a)
             (d)................................................................601(c), 603
             (e)................................................................514
Section 316  (a)(last sentence).................................................101 (Outstanding)
             (a)(1)(A)..........................................................502, 512
             (a)(1)(B)..........................................................513
             (a)(2).............................................................Not Applicable
             (b)................................................................508
             (c)................................................................105
Section 317  (a)(1).............................................................503
             (a)(2).............................................................504
             (b)................................................................1003
Section 318  (a)................................................................108


- ----------
Note:  This reconciliation and tie shall not, for any purpose, be deemed to be a
       part of this Indenture.



                                TABLE OF CONTENTS



                                                                                            Page
                                                                                            ----
                                                                                         
                                          ARTICLE ONE

                    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.   Definitions...................................................................2
     "Acquired Indebtedness..................................................................2
     "Acquisition............................................................................3
     "Additional Securities..................................................................3
     "Additional Senior Subordinated Securities..............................................3
     "Administrative Agent Bank..............................................................3
     "Affiliate..............................................................................3
     "Applicable Procedures..................................................................3
     "Asset Sale.............................................................................3
     "Asset Swap.............................................................................4
     "Attributable Indebtedness..............................................................5
     "Average Life to Stated Maturity........................................................5
     "Bankruptcy Law.........................................................................5
     "Board of Directors.....................................................................5
     "Board Resolution.......................................................................5
     "Book-Entry Security....................................................................5
     "Business Day...........................................................................5
     "Capital Lease Obligation...............................................................5
     "Capital Stock..........................................................................5
     "Cash Equivalents.......................................................................6
     "Change of Control......................................................................6
     "Clearstream............................................................................7
     "Commission.............................................................................7
     "Commodity Price Protection Agreement...................................................8
     "Common Stock...........................................................................8
     "Company................................................................................8
     "Company Request........................................................................8
     "Consolidated Fixed Charge Coverage Ratio...............................................8
     "Consolidated Income Tax Expense........................................................9
     "Consolidated Interest Expense..........................................................9
     "Consolidated Net Income (Loss)........................................................10
     "Consolidated Net Tangible Assets......................................................11
     "Consolidated Non-cash Charges.........................................................11
     "Consolidation.........................................................................11
     "Corporate Trust Office................................................................11
     "Credit Agreement......................................................................12
     "Credit Facility.......................................................................12
     "Currency Hedging Agreements...........................................................12
     "DBRS..................................................................................12
     "Default...............................................................................12
     "Depositary............................................................................12


                                       -i-


                                                                                    
     "Designated Non-cash Consideration.....................................................12
     "Disinterested Director................................................................13
     "Equity Offering.......................................................................13
     "Euroclear.............................................................................13
     "Event of Default......................................................................13
     "Exchange Act..........................................................................13
     "Exchange Offer........................................................................13
     "Exchange Offer Registration Statement.................................................13
     "Exchange Securities...................................................................13
     "Fair Market Value.....................................................................13
     "Fall Away Event.......................................................................13
     "Generally Accepted Accounting Principles..............................................13
     "Global Securities.....................................................................13
     "Guarantee.............................................................................13
     "Guaranteed Debt.......................................................................13
     "Guarantor.............................................................................14
     "Holder................................................................................14
     "IAI Global Securities.................................................................14
     "Indebtedness..........................................................................14
     "Indenture.............................................................................15
     "Indenture Obligations.................................................................15
     "Initial Purchasers....................................................................16
     "Initial Securities....................................................................16
     "Initial Senior Subordinated Securities................................................16
     "Institutional Accredited Investor.....................................................16
     "Interest Payment Date.................................................................16
     "Interest Rate Agreements..............................................................16
     "Investment............................................................................16
     "Investment Grade Status...............................................................16
     "Issue Date............................................................................16
     "Lien..................................................................................17
     "Maturity..............................................................................17
     "Moody's...............................................................................17
     "Net Cash Proceeds.....................................................................17
     "Officers' Certificate.................................................................18
     "Opinion of Counsel....................................................................18
     "Opinion of Independent Counsel........................................................18
     "Outstanding...........................................................................18
     "Pari Passu Indebtedness...............................................................19
     "Paying Agent..........................................................................19
     "Permitted Business....................................................................19
     "Permitted Holders.....................................................................19
     "Permitted Investment..................................................................19
     "Permitted Joint Venture...............................................................20
     "Permitted Lien........................................................................21
     "Permitted Securitization Transaction..................................................22
     "Person................................................................................23
     "Predecessor Security..................................................................23
     "Preferred Stock.......................................................................23

     

                                      -ii-


                                                                                         
     "Purchase Money Note...................................................................23
     "Purchase Money Obligation.............................................................23
     "Qualified Capital Stock...............................................................24
     "Redeemable Capital Stock..............................................................24
     "Redemption Date.......................................................................24
     "Redemption Price......................................................................24
     "Registration Rights Agreement.........................................................24
     "Registration Statement................................................................24
     "Regular Record Date...................................................................24
     "Regulation S..........................................................................24
     "Regulation S Global Securities........................................................24
     "Responsible Officer...................................................................24
     "Restricted Subsidiary.................................................................25
     "Rule 144A.............................................................................25
     "Rule 144A Global Securities...........................................................25
     "Sale and Leaseback Transaction........................................................25
     "S&P...................................................................................25
     "Securities............................................................................25
     "Securities Act........................................................................25
     "Securitization Entity.................................................................25
     "Senior Subordinated Exchange Securities...............................................26
     "Senior Subordinated Notes Indenture...................................................26
     "Senior Subordinated Securities........................................................26
     "Senior Subordinated Securities Guarantee..............................................26
     "Senior Subordinated Securities Guarantor..............................................26
     "Shelf Registration Statement..........................................................26
     "Significant Subsidiary................................................................26
     "Special Record Date...................................................................26
     "Standard Securitization Undertakings..................................................26
     "Stated Maturity.......................................................................26
     "Stock Purchase Agreement..............................................................26
     "Subordinated Indebtedness.............................................................26
     "Subsidiary............................................................................27
     "Successor Security....................................................................27
     "Taxing Authority......................................................................27
     "Taxing Jurisdiction...................................................................27
     "Transactions..........................................................................27
     "Trust Indenture Act...................................................................27
     "Trustee...............................................................................27
     "U.S. Government Obligations...........................................................27
     "Unrestricted Global Securities........................................................28
     "Unrestricted Subsidiary...............................................................28
     "Unrestricted Subsidiary Indebtedness..................................................28
     "Voting Stock..........................................................................28
     "Wholly Owned Restricted Subsidiary....................................................28
Section 102.   Other Definitions............................................................29
Section 103.   Compliance Certificates and Opinions.........................................30
Section 104.   Form of Documents Delivered to Trustee.......................................30
Section 105.   Acts of Holders..............................................................31



                                      -iii-


                                                                                         
Section 106.   Notices, etc., to the Trustee, the Company and any Guarantor.................32
Section 107.   Notice to Holders; Waiver....................................................33
Section 108.   Conflict with Trust Indenture Act............................................33
Section 109.   Effect of Headings and Table of Contents.....................................33
Section 110.   Successors and Assigns.......................................................33
Section 111.   Separability Clause..........................................................33
Section 112.   Benefits of Indenture........................................................34
Section 113.   GOVERNING LAW................................................................34
Section 114.   Waiver of Jury Trial.........................................................34
Section 115.   Force Majeure................................................................34
Section 116.   Legal Holidays...............................................................34
Section 117.   Independence of Covenants....................................................34
Section 118.   Schedules and Exhibits.......................................................35
Section 119.   Counterparts.................................................................35
Section 120.   No Personal Liability of Directors, Officers, Employees or Stockholders......35

                                          ARTICLE TWO

                                        SECURITY FORMS

Section 201.   Forms Generally..............................................................35
Section 202.   Form of Face of Security.....................................................36
Section 203.   Form of Reverse of Securities................................................52
Section 204.   Form of Guarantee............................................................58

                                         ARTICLE THREE

                                        THE SECURITIES

Section 301.   Title and Terms..............................................................60
Section 302.   Denominations................................................................61
Section 303.   Execution, Authentication, Delivery and Dating...............................61
Section 304.   Temporary Securities.........................................................62
Section 305.   Registration, Registration of Transfer and Exchange..........................62
Section 306.   Book Entry Provisions for Global Securities..................................64
Section 307.   Special Transfer and Exchange Provisions.....................................65
Section 308.   Mutilated, Destroyed, Lost and Stolen Securities.............................69
Section 309.   Payment of Interest; Interest Rights Preserved...............................69
Section 310.   CUSIP Numbers................................................................70
Section 311.   Persons Deemed Owners........................................................71
Section 312.   Cancellation.................................................................71
Section 313.   Computation of Interest......................................................71

                                         ARTICLE FOUR

                              DEFEASANCE AND COVENANT DEFEASANCE

Section 401.   Company's Option to Effect Defeasance or Covenant Defeasance.................71
Section 402.   Defeasance and Discharge.....................................................71
Section 403.   Covenant Defeasance..........................................................72
Section 404.   Conditions to Defeasance or Covenant Defeasance..............................72



                                      -iv-


                                                                                         
Section 405.   Deposited Money and U.S. Government Obligations to Be Held
                 in Trust; Other Miscellaneous Provisions...................................74
Section 406.   Reinstatement................................................................75

                                         ARTICLE FIVE

                                           REMEDIES

Section 501.   Events of Default............................................................75
Section 502.   Acceleration of Maturity; Rescission and Annulment...........................77
Section 503.   Collection of Indebtedness and Suits for Enforcement by Trustee..............78
Section 504.   Trustee May File Proofs of Claim.............................................79
Section 505.   Trustee May Enforce Claims without Possession of Securities..................79
Section 506.   Application of Money Collected...............................................80
Section 507.   Limitation on Suits..........................................................80
Section 508.   Unconditional Right of Holders to Receive Principal, Premium and Interest....81
Section 509.   Restoration of Rights and Remedies...........................................81
Section 510.   Rights and Remedies Cumulative...............................................81
Section 511.   Delay or Omission Not Waiver.................................................81
Section 512.   Control by Holders...........................................................81
Section 513.   Waiver of Past Defaults......................................................82
Section 514.   Undertaking for Costs........................................................82
Section 515.   Waiver of Stay, Extension or Usury Laws......................................82
Section 516.   Remedies Subject to Applicable Law...........................................83

                                          ARTICLE SIX

                                          THE TRUSTEE

Section 601.   Duties of Trustee............................................................83
Section 602.   Notice of Defaults...........................................................84
Section 603.   Certain Rights of Trustee....................................................84
Section 604.   Trustee Not Responsible for Recitals, Dispositions of Securities or
                 Application of Proceeds Thereof............................................86
Section 605.   Trustee and Agents May Hold Securities; Collections; etc.....................86
Section 606.   Money Held in Trust..........................................................86
Section 607.   Compensation and Indemnification of Trustee and Its Prior Claim..............86
Section 608.   Conflicting Interests........................................................87
Section 609.   Trustee Eligibility..........................................................87
Section 610.   Resignation and Removal; Appointment of Successor Trustee....................87
Section 611.   Acceptance of Appointment by Successor.......................................89
Section 612.   Merger, Conversion, Consolidation or Succession to Business..................89
Section 613.   Preferential Collection of Claims Against Company............................90
Section 614.   Co-Trustee...................................................................90

                                         ARTICLE SEVEN

                       HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.   Company to Furnish Trustee Names and Addresses of Holders....................91
Section 702.   Disclosure of Names and Addresses of Holders.................................91



                                       -v-


                                                                                        
Section 703.   Reports by Trustee...........................................................91
Section 704.   Reports by Company and Guarantors............................................91

                                         ARTICLE EIGHT

                             CONSOLIDATION, MERGER, SALE OF ASSETS

Section 801.   Company and Guarantors May Consolidate, etc., Only on Certain Terms..........92
Section 802.   Successor Substituted........................................................94

                                         ARTICLE NINE

                                    SUPPLEMENTAL INDENTURES

Section 901.   Supplemental Indentures and Agreements without Consent of Holders............94
Section 902.   Supplemental Indentures and Agreements with Consent of Holders...............95
Section 903.   Execution of Supplemental Indentures and Agreements..........................96
Section 904.   Effect of Supplemental Indentures............................................96
Section 905.   Conformity with Trust Indenture Act..........................................96
Section 906.   Reference in Securities to Supplemental Indentures...........................97
Section 907.   Notice of Supplemental Indentures............................................97
Section 908.   Revocation and Effects of Consents...........................................97

                                          ARTICLE TEN

                                           COVENANTS

Section 1001.  Payment of Principal, Premium and Interest...................................97
Section 1002.  Maintenance of Office or Agency..............................................97
Section 1003.  Money for Security Payments to Be Held in Trust..............................98
Section 1004.  Corporate Existence..........................................................99
Section 1005.  Payment of Taxes and Other Claims............................................99
Section 1006.  Maintenance of Properties...................................................100
Section 1007.  Waiver of Certain Covenants.................................................100
Section 1008.  Limitation on Indebtedness..................................................100
Section 1009.  Limitation on Restricted Payments...........................................105
Section 1010.  Limitation on Transactions with Affiliates..................................109
Section 1011.  Limitation on Liens.........................................................110
Section 1012.  Limitation on Sale of Assets................................................110
Section 1013.  Limitation on Issuances of Guarantees of Indebtedness.......................114
Section 1014.  Purchase of Securities upon a Change of Control.............................115
Section 1015.  Limitation on Subsidiary Preferred Stock....................................118
Section 1016.  Limitation on Dividend and Other Payment Restrictions Affecting
                 Restricted Subsidiaries...................................................118
Section 1017.  Limitation on Unrestricted Subsidiaries.....................................120
Section 1018.  Sale and Leaseback Transactions.............................................121
Section 1019.  Provision of Financial Statements...........................................121
Section 1020.  Statement by Officers as to Default.........................................122
Section 1021.  Fall Away Event.............................................................123



                                      -vi-


                                                                                        
                                        ARTICLE ELEVEN

                                   REDEMPTION OF SECURITIES

Section 1101.  Additional Amounts..........................................................125
Section 1102.  Tax Redemption..............................................................127
Section 1103.  Rights of Redemption........................................................128
Section 1104.  Applicability of Article....................................................129
Section 1105.  Election to Redeem; Notice to Trustee.......................................129
Section 1106.  Selection by Trustee of Securities to Be Redeemed...........................129
Section 1107.  Notice of Redemption........................................................129
Section 1108.  Deposit of Redemption Price.................................................130
Section 1109.  Securities Payable on Redemption Date.......................................130
Section 1110.  Securities Redeemed or Purchased in Part....................................131

                                        ARTICLE TWELVE

                                  SATISFACTION AND DISCHARGE

Section 1201.  Satisfaction and Discharge of Indenture......................................131
Section 1202.  Application of Trust Money...................................................132

                                       ARTICLE THIRTEEN

                                          GUARANTEES

Section 1301.  Guarantors' Guarantee.......................................................132
Section 1302.  Continuing Guarantee; No Right of Set-Off; Independent Obligation...........133
Section 1303.  Guarantee Absolute..........................................................134
Section 1304.  Right to Demand Full Performance............................................135
Section 1305.  Waivers.....................................................................136
Section 1306.  The Guarantors Remain Obligated in Event the Company Is No Longer
                 Obligated to Discharge Indenture Obligations..............................136
Section 1307.  Fraudulent Conveyance; Contribution; Subrogation............................137
Section 1308.  Guarantee Is in Addition to Other Security..................................137
Section 1309.  Release of Security Interests...............................................137
Section 1310.  No Bar to Further Actions...................................................138
Section 1311.  Failure to Exercise Rights Shall Not Operate as a Waiver; No Suspension
                 of Remedies...............................................................138
Section 1312.  Trustee's Duties; Notice to Trustee.........................................138
Section 1313.  Successors and Assigns......................................................138
Section 1314.  Release of Guarantee........................................................138
Section 1315.  Execution of Guarantee......................................................139



TESTIMONIUM

SIGNATURE AND SEALS

ACKNOWLEDGMENTS

EXHIBIT A         Regulation S Certificate

                                      -vii-


EXHIBIT B         Restricted Securities Certificate

EXHIBIT C         Institutional Accredited Investor Certificate

EXHIBIT D         Unrestricted Security Certificate

EXHIBIT E         Form of Supplemental Indenture

                                     -viii-


          INDENTURE, dated as of July 30, 2004, among The Jean Coutu Group (PJC)
Inc., a corporation organized under the laws of Quebec (the "Company"), 3090671
Nova Scotia Company, a company organized under the laws of Nova Scotia, 3090672
Nova Scotia Company, a company organized under the laws of Nova Scotia, Brooks
Pharmacy, Inc., a Delaware corporation, JCG Holdings (USA), Inc., a Delaware
corporation, Jean Coutu Acquisition One, Inc., a Delaware corporation, Jean
Coutu Acquisition Three, Inc., a Delaware corporation, Jean Coutu Acquisition
Two, Inc., a Delaware corporation, Jean Coutu Group Holdings (USA), LLC, a
Delaware limited liability company, Maxi Drug North, Inc., a Delaware
corporation, Maxi Drug South, L.P., a Delaware limited partnership, Maxi Drug,
Inc., a Delaware corporation, Maxi Green Inc., a Vermont corporation, MC
Woonsocket, Inc., a Rhode Island corporation, P.J.C. Distribution, Inc., a
Delaware corporation, P.J.C. of Vermont Inc., a Vermont corporation, P.J.C.
Realty Co., Inc., a Delaware corporation, Paterson's Pharmacies Ltd., a limited
company organized under the laws of Ontario, PJC Arlington Realty LLC, a
Delaware limited liability company, PJC Dorchester Realty LLC, a Delaware
limited liability company, PJC Essex Realty LLC, a Delaware limited liability
company, PJC Haverhill Realty LLC, a Delaware limited liability company, PJC
Hyde Park Realty LLC, a Delaware limited liability company, PJC Lease Holdings,
Inc., a Delaware corporation, PJC Manchester Realty LLC, a Delaware limited
liability company, PJC Mansfield Realty LLC, a Delaware limited liability
company, PJC New London Realty LLC, a Delaware limited liability company, PJC
Norwich Realty LLC, a Delaware limited liability company, PJC of Cranston, Inc.,
a Rhode Island corporation, PJC of East Providence, Inc., a Rhode Island
corporation, PJC of Massachusetts, Inc., a Massachusetts corporation, PJC of
Rhode Island, Inc., a Rhode Island corporation, PJC of West Warwick, Inc., a
Rhode Island corporation, PJC Peterborough Realty LLC, a Delaware limited
liability company, PJC Providence Realty LLC, a Delaware limited liability
company, PJC Realty MA, Inc., a Massachusetts corporation, PJC Realty N.E. LLC,
a Delaware corporation, PJC Revere Realty LLC, a Delaware limited liability
company, PJC Special Realty Holdings, Inc., a Delaware corporation, RX
Information Centre Ltd., a limited company organized under the laws of Canada,
Services Securivol Inc., a corporation organized under the laws of Canada, The
Jean Coutu Group (PJC) USA, Inc., a Delaware corporation, Thrift Drug Inc., a
Delaware corporation, and Thrift Drug Services, Inc., a Delaware corporation, as
guarantors (each a "Guarantor," and collectively, the "Guarantors"), and The
Bank of New York, a New York banking corporation, as trustee (the "Trustee").

                   RECITALS OF THE COMPANY AND THE GUARANTORS

          The Company has duly authorized the creation of an issue of 7 5/8%
Senior Notes due 2012 (the "Initial Securities"), and, when and if issued in an
Exchange Offer, an issue of 7 5/8% Senior Notes due 2012 (the "Exchange
Securities" and, together with the Initial Securities, the "Securities"), of
substantially the tenor and amount hereinafter set forth (subject to the ability
of the Company to issue Additional Securities hereunder as described herein),
and to provide therefore, the Company has duly authorized the execution and
delivery of this Indenture and the Securities;

          Each Guarantor has duly authorized the issuance of a Guarantee of the
Securities, of substantially the tenor hereinafter set forth, and to provide
therefor, each Guarantor has duly authorized the execution and delivery of this
Indenture and its Guarantee;

          Upon the issuance of the Exchange Securities, this Indenture is
subject to, and shall be governed by, the provisions of the Trust Indenture Act
that are required to be part of and to govern indentures qualified under the
Trust Indenture Act;



          The Initial Notes and the Exchange Notes will have terms identical in
all respects (except that the Exchange Notes will not contain terms with respect
to transfer restrictions) and will evidence the same indebtedness of the
Company.

          All things necessary have been done to make (i) the Securities, when
duly issued and executed by the Company and authenticated and delivered
hereunder, the valid obligation of the Company, (ii) the Guarantees, when
executed by each of the Guarantors and delivered hereunder, the valid obligation
of each of the Guarantors and (iii) this Indenture a valid agreement of the
Company and each of the Guarantors in accordance with the terms of this
Indenture;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 101.  DEFINITIONS.

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

          (a)      the terms defined in this Article have the meanings assigned
to them in this Article, and include the plural as well as the singular;

          (b)      all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

          (c)      all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

          (d)      the words "herein," "hereof" and "hereunder" and other words
of similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision;

          (e)      all references to $, US$, dollars or United States dollars
shall refer to the lawful currency of the United States of America; and

          (f)      all references herein to particular Sections or Articles
refer to this Indenture unless otherwise so indicated.

          Certain terms used principally in Article Four are defined in Article
Four.

          "Acquired Indebtedness" means Indebtedness of a Person (1) existing at
the time such Person becomes a Restricted Subsidiary or (2) assumed in
connection with the acquisition of assets from such Person, in each case, other
than Indebtedness incurred in connection with, or in contemplation of, such
Person becoming a Restricted Subsidiary or such acquisition, as the case may be.
Acquired

                                        2


Indebtedness shall be deemed to be incurred on the date of the related
acquisition of assets from any Person or the date the acquired Person becomes a
Restricted Subsidiary, as the case may be.

          "Acquisition" means the consummation of the acquisition by the Company
of all of the outstanding Capital Stock of Eckerd Corporation, a Delaware
corporation, Thrift Drug, Inc., a Delaware corporation, and Genovese Drug
Stores, Inc., a Delaware corporation, pursuant to the Stock Purchase Agreement.

          "Additional Securities" means further Securities (other than the
Initial Securities) issued under this Indenture in accordance with the terms of
this Indenture, including Sections 303 and 1110 hereof, as part of the same
series as the Initial Securities ranking equally with the Initial Securities in
all respects (other than the issuance dates and, at the option of the Company,
the date from which interest will accrue), subject to compliance with Section
1008 herein. The Initial Securities and any Additional Securities subsequently
issued under this Indenture shall be treated as a single class for all purposes
under this Indenture, including, without limitation, waivers, amendments,
redemptions, and offers to purchase.

          "Additional Senior Subordinated Securities" means additional Senior
Subordinated Securities (other than the initial Senior Subordinated Securities)
issued under the Senior Subordinated Securities Indenture in accordance with the
terms of such Indenture, including Sections 303 and 1110 thereof, as part of the
same series as the initial Senior Subordinated Securities ranking equally with
the initial Senior Subordinated Securities in all respects, subject to
compliance with Section 1008 herein.

          "Administrative Agent Bank" means any administrative agent bank under
the Credit Agreement.

          "Affiliate" means, with respect to any specified Person: (1) any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person; (2) any other Person that
owns, directly or indirectly, 10% or more of any class or series of such
specified Person's (or any of such Person's direct or indirect parent's) Capital
Stock or any officer or director of any such specified Person or other Person
or, with respect to any natural Person, any Person having a relationship with
such Person by blood, marriage or adoption not more remote than first cousin; or
(3) any other Person 10% or more of the Voting Stock of which is beneficially
owned or held directly or indirectly by such specified Person. For the purposes
of this definition, "control" when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

          "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as in
effect at the time of such transfer or transaction.

          "Asset Sale" means any sale, issuance, conveyance, transfer, lease or
other disposition (including, without limitation, by way of merger,
consolidation or Sale and Leaseback Transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions, of:

                   (1)    any Capital Stock of any Restricted Subsidiary;

                                        3


                   (2)    all or substantially all of the properties and assets
     of any division or line of business of the Company or any Restricted
     Subsidiary; or

                   (3)    any other properties, assets or rights of the Company
     or any Restricted Subsidiary other than in the ordinary course of business.

          For the purposes of this definition, the term "Asset Sale" shall not
include any transfer of properties or assets

                   (A)    that is governed by the provisions described under
          Article Eight hereof,

                   (B)    that is a Change of Control whereby the Company makes
          a Change of Control Offer and complies with its terms,

                   (C)    that is by the Company to any Restricted Subsidiary or
          by any Restricted Subsidiary to the Company or any Restricted
          Subsidiary in accordance with the terms of this Indenture,

                   (D)    that would be within the definition of a "Permitted
          Investment,"

                   (E)    that would be within the definition of a "Restricted
          Payment" under Section 1009 and would be permitted to be made as a
          Restricted Payment (and shall be deemed a Restricted Payment) under
          Section 1009,

                   (F)    that is of obsolete equipment,

                   (G)    that consists of cash or Cash Equivalents, inventory,
          receivables and other current assets,

                   (H)    sales of accounts receivable, chattel paper and
          related assets of the type described in the definition of "Permitted
          Securitization Transaction" to a Securitization Entity for the Fair
          Market Value thereof and transfers of accounts receivable, chattel
          paper and related assets of the type described in the definition of
          "Permitted Securitization Transaction" (or a fractional undivided
          interest therein) by a Securitization Entity in a Permitted
          Securitization Transaction,

                   (I)    the leasing or licensing of any real or personal
          property in the ordinary course of business and consistent with past
          practice,

                   (J)    the sale of Capital Stock of an Unrestricted
          Subsidiary, or

                   (K)    the Fair Market Value of which in the aggregate does
          not exceed $10.0 million in any transaction or series of related
          transactions.

          "Asset Swap" means the exchange by the Company or a Restricted
Subsidiary of a portion of its property, business or assets, for property,
businesses or assets which, or Capital Stock of a Person all or substantially
all of whose assets are of a type used in the business of the Company on the
date of this Indenture or in a Permitted Business, or a combination of any
property, business or assets or Capital Stock of such a Person and cash or Cash
Equivalents.

                                        4


          "Attributable Indebtedness" in respect of a Sale and Leaseback
Transaction means, at the time of determination, the present value (discounted
at the rate of interest implicit in such transaction, determined in accordance
with GAAP) of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such Sale and Leaseback Transaction
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended).

          "Average Life to Stated Maturity" means, as of the date of
determination with respect to any Indebtedness, the quotient obtained by
dividing (1) the sum of the products of (a) the number of years from the date of
determination to the date or dates of each successive scheduled principal
payment of such Indebtedness multiplied by (b) the amount of each such principal
payment by (2) the sum of all such principal payments.

          "Bankruptcy Law" means United States Bankruptcy Code of 1978 as
codified and enacted as Title 11 of the United States Code and, as amended, or
any similar United States federal or state law, Canadian federal law or
provincial law or law of any other jurisdiction relating to bankruptcy,
insolvency, receivership, winding up, liquidation, reorganization or relief of
debtors or any amendment to, succession to or change in any such law.

          "Board of Directors" means the board of directors of the Company or
any Guarantor, as the case may be, or any duly authorized committee of such
board.

          "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or any Guarantor, as the case
may be, to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the
Trustee.

          "Book-Entry Security" means any Global Securities bearing the legend
specified in Section 202 evidencing all or part of a series of Securities,
authenticated and delivered to the Depositary for such series or its nominee,
and registered in the name of such Depositary or nominee.

          "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions or trust companies in
The City of New York or the city in which the Corporate Trust Office of the
Trustee is located are authorized or obligated by law, regulation or executive
order to close.

          "Capital Lease Obligation" of any Person means any obligation of such
Person and its Restricted Subsidiaries on a Consolidated basis under any capital
lease of (or other agreement conveying the right to use) real or personal
property which, in accordance with GAAP, is required to be recorded as a
capitalized lease obligation.

          "Capital Stock" of any Person means any and all shares, interests,
participations, rights in or other equivalents (however designated) of such
Person's capital stock, other equity interests whether now outstanding or issued
after the date of this Indenture, partnership interests (whether general or
limited), limited liability company interests, any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person,
including any Preferred Stock, and any rights (other than debt securities
convertible into Capital Stock), warrants or options exchangeable for or
convertible into such Capital Stock.

                                        5


          "Cash Equivalents" means

                   (1)    Canadian or U.S. dollars;

                   (2)    marketable direct obligations issued by, or
     unconditionally guaranteed by, the federal government of the United States
     of America or Canada, respectively, or issued by any agency thereof and
     backed by the full faith and credit of the federal government of the United
     States of America or Canada, respectively, in each case maturing within one
     year from the date of acquisition thereof;

                   (3)    marketable direct obligations issued by any state of
     the United States of America or any province of Canada or any political
     subdivision of any such state or province, as the case may be, or any
     public instrumentality thereof maturing within one year from the date of
     acquisition thereof and, at the time of acquisition, having one of the two
     highest ratings obtainable from either S&P or Moody's; PROVIDED that, in
     the event that any such obligation is not rated by S&P or Moody's, such
     obligation will have the highest rating from Dominion Bond Rating Service
     Limited ("DBRS");

                   (4)    commercial paper maturing no more than one year from
     the date of acquisition issued by a corporation that is not an Affiliate of
     the Company and is organized under the laws of the United States of America
     or Canada or any state or province thereof, as the case may be, or the
     District of Columbia, having a rating of at least R-2 (low) from DBRS or at
     least A-2 from S&P or at least P-2 from Moody's;

                   (5)    overnight deposits, certificates of deposit or
     bankers' acceptances maturing within one year from the date of acquisition
     thereof issued by any bank organized under the laws of the United States of
     America or Canada or any state or province, as the case may be, thereof or
     the District of Columbia or any U.S. or Canadian branch of a foreign bank
     having at the date of acquisition thereof combined capital and surplus of
     not less than US$250,000,000;

                   (6)    repurchase obligations with a term of not more than
     seven days for underlying securities of the types described in clause (2)
     of this definition entered into with any bank meeting the qualifications
     specified in clause (5) of this definition; and

                   (7)    investments in money market funds which invest
     substantially all their assets in securities of the types described in
     clauses (1) through (6) of this definition.

          "Change of Control" means the occurrence of any of the following
events:

                   (1)    any "person" or "group" (as such terms are used in
     Sections 13(d) and 14(d) of the Exchange Act), other than Permitted
     Holders, is or becomes the "beneficial owner" (as defined in Rules 13d-3
     and 13d-5 under the Exchange Act, except that a Person shall be deemed to
     have beneficial ownership of all shares that such Person has the right to
     acquire, whether such right is exercisable immediately or only after the
     passage of time), directly or indirectly, of Voting Stock of the Company
     constituting more than 50% of the total voting power of all outstanding
     Voting Stock of the Company with respect to the election of directors;

                   (2)    during any period of two consecutive years,
     individuals who at the beginning of such period constituted the Board of
     Directors of the Company (together with any

                                        6


     new directors whose election to such Board of Directors or whose nomination
     for election by the stockholders of the Company was approved by a vote of
     the Permitted Holders (if the Permitted Holders own a majority of the
     voting power of the Voting Stock of the Company) or by a vote of not less
     than the majority of the directors then still in office who were either
     directors at the beginning of such period or whose election or nomination
     for election was previously so approved), cease for any reason to
     constitute a majority of such Board of Directors of the Company then in
     office;

                   (3)    the Company consolidates with or merges with or into
     any Person or sells, assigns, conveys, transfers, leases or otherwise
     disposes of all or substantially all of its and its Restricted
     Subsidiaries' assets to any Person, or any Person consolidates with or
     merges into or with the Company, in any such event pursuant to a
     transaction in which the outstanding Voting Stock of the Company is
     converted into or exchanged for cash, securities or other property, other
     than any such transaction where

                   (A)    the outstanding Voting Stock of the Company is changed
          into or exchanged for (1) Voting Stock of the surviving corporation
          which is not Redeemable Capital Stock or (2) cash, securities and
          other property (other than Capital Stock of the surviving corporation)
          in an amount which could be paid by the Company as a Restricted
          Payment as described under Section 1009 (and such amount shall be
          treated as a Restricted Payment subject to the provisions of this
          Indenture described under Section 1009 hereof) and

                   (B)    immediately after such transaction, no "person" or
          "group," other than any Permitted Holder, is the beneficial owner (as
          defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
          person shall be deemed to have beneficial ownership of all securities
          that such person has the right to acquire, whether such right is
          exercisable immediately or only after the passage of time), directly
          or indirectly, of Voting Stock constituting more than 50% of the total
          voting power of the outstanding Voting Stock with respect to the
          election of directors of the surviving corporation; or

                   (4)    the Company is liquidated or dissolved or adopts a
     plan of liquidation or dissolution other than in a transaction which
     complies with the provisions described under Article Eight hereof.

For purposes of this definition, any transfer of an equity interest of an entity
that was formed for the purpose of acquiring Voting Stock of the Company will be
deemed to be a transfer of such portion of such Voting Stock as corresponds to
the portion of the equity of such entity that has been so transferred.

          "Clearstream" means Clearstream Banking, societe anonyme (or any
successor securities clearing agency).

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Securities Act, Exchange Act
and Trust Indenture Act then the body performing such duties at such time.

                                        7


          "Commodity Price Protection Agreement" means any forward contract,
commodity swap, commodity option or other similar financial agreement or
arrangement relating to, or the value which is dependent upon, fluctuations in
commodity prices.

          "Common Stock" means the Company's common stock.

          "Company" means The Jean Coutu Group (PJC) Inc., a corporation
organized under the laws of Quebec, until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company (i) by any one of its Chairman of the Board,
its President, its Chief Executive Officer, its Chief Financial Officer, any
Vice President (regardless of Vice Presidential designation), its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, or (ii) by an
authorized signatory (by virtue of a power of attorney or other similar
instrument) and delivered to the Trustee.

          "Consolidated Fixed Charge Coverage Ratio" of any Person means, for
any period, the ratio of

          (a)      the sum of Consolidated Net Income (Loss), and in each case
to the extent deducted in computing Consolidated Net Income (Loss) for such
period, Consolidated Interest Expense, Consolidated Income Tax Expense and
Consolidated Non-cash Charges for such period, of such Person and its Restricted
Subsidiaries on a Consolidated basis, all determined in accordance with GAAP,
less all non-cash items increasing Consolidated Net Income (Loss) for such
period and less all cash payments during such period relating to non-cash
charges that were added back to Consolidated Net Income in determining the
Consolidated Fixed Charge Coverage Ratio in any prior period to

          (b)      the sum of Consolidated Interest Expense for such period and
cash and non-cash dividends paid on any Redeemable Capital Stock of the Company
or any Restricted Subsidiary or Preferred Stock of the Restricted Subsidiaries
during such period, in each case after giving PRO FORMA effect (as calculated in
accordance with Article 11 of Regulation S-X under the Securities Act or any
successor provision) to

                   (1)    the incurrence of the Indebtedness giving rise to the
     need to make such calculation and (if applicable) the application of the
     net proceeds therefrom, including to refinance other Indebtedness, as if
     such Indebtedness was incurred, and the application of such proceeds
     occurred, on the first day of such period;

                   (2)    the incurrence, repayment or retirement of any other
     Indebtedness by the Company and its Restricted Subsidiaries since the first
     day of such period as if such Indebtedness was incurred, repaid or retired
     at the beginning of such period (except that, in making such computation,
     the amount of Indebtedness under any revolving credit facility shall be
     computed based upon the average daily balance of such Indebtedness during
     such period);

                   (3)    in the case of Acquired Indebtedness or any
     acquisition occurring at the time of the incurrence of the Indebtedness
     giving rise to the need to make such pro forma calculation, the related
     acquisition, assuming such acquisition had been consummated on the first
     day of such period; and

                                        8


                   (4)    any acquisition or disposition by the Company and its
     Restricted Subsidiaries of any company or any business or any assets out of
     the ordinary course of business, whether by merger, stock purchase or sale
     or asset purchase or sale, or any related repayment of Indebtedness, in
     each case since the first day of such period, assuming such acquisition,
     disposition or repayment had been consummated on the first day of such
     period;

     PROVIDED that

                   (1)    in making such computation, the Consolidated Interest
     Expense attributable to interest on any Indebtedness computed on a PRO
     FORMA basis and (A) bearing a floating interest rate shall be computed as
     if the rate in effect on the date of computation had been the applicable
     rate for the entire period and (B) which was not outstanding during the
     period for which the computation is being made but which bears, at the
     option of such Person, a fixed or floating rate of interest, shall be
     computed by applying at the option of such Person either the fixed or
     floating rate;

                   (2)    in making such computation, the Consolidated Interest
     Expense of such Person attributable to interest on any Indebtedness under a
     revolving credit facility computed on a PRO FORMA basis shall be computed
     based upon the average daily balance of such Indebtedness during the
     applicable period;

                   (3)    in making such computation, any cash charges taken in
     connection with the integration of the Eckerd Acquisition and related
     matters within 24 months of the closing of the Eckerd Acquisition in an
     amount for all such cash charges that do not exceed $25 million in the
     aggregate shall be excluded from the calculation of Consolidated Net Income
     for the purposes of the calculation of the Consolidated Fixed Charge
     Coverage Ratio; and

                   (4)    net income (or loss) or interest expense attributable
     to any Canadian drugstore franchisee in which the Company does not own or
     control more than 50% of the outstanding voting power of the Voting Stock
     thereof shall not be included in making such computation whether or not
     required to be included by GAAP.

          "Consolidated Income Tax Expense" of any Person means, for any period,
the provision for federal, state, provincial, territorial, local and foreign
income taxes of such Person and its Consolidated Restricted Subsidiaries for
such period as determined in accordance with GAAP.

          "Consolidated Interest Expense" of any Person means, without
duplication, for any period, the sum of

          (a)      the interest expense of such Person and its Restricted
Subsidiaries for such period, on a Consolidated basis, including, without
limitation,

                   (1)    amortization of original issue discount on
     Indebtedness, if any,

                   (2)    the net cash costs associated with Interest Rate
     Agreements, Currency Hedging Agreements and Commodity Price Protection
     Agreements (including amortization of discounts),

                   (3)    the interest portion of any deferred payment
     obligation,

                                        9


                   (4)    all commissions, discounts and other fees and charges
     owed with respect to letters of credit and bankers acceptance financing and

                   (5)    accrued interest, plus

          (b)      (1)    the interest component of the Capital Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period and

                   (2)    all capitalized interest of such Person and its
Restricted Subsidiaries plus

          (c)      the interest expense under any Guaranteed Debt of such
Person and any Restricted Subsidiary to the extent not included under clause
(a)(4) above, whether or not paid by such Person or its Restricted Subsidiaries,
plus

          (d)      dividend requirements of such Person with respect to
Redeemable Capital Stock and of any Restricted Subsidiary with respect to
Preferred Stock (except, in either case, dividends payable solely in shares of
Qualified Capital Stock of such Person or such Restricted Subsidiary, as the
case may be).

          "Consolidated Net Income (Loss)" of any Person means, for any period,
the Consolidated net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a Consolidated basis as determined in accordance
with GAAP, adjusted, to the extent included in calculating such net income (or
loss), by excluding, without duplication,

                   (1)    all extraordinary gains or losses net of taxes (less
     all fees and expenses relating thereto),

                   (2)    the portion of net income (or loss) of such Person and
     its Restricted Subsidiaries on a Consolidated basis allocable to minority
     interests in unconsolidated Persons or Unrestricted Subsidiaries to the
     extent that cash dividends or distributions have not actually been received
     by such Person or one of its Consolidated Restricted Subsidiaries,

                   (3)    net income (or loss) of any Person combined with such
     Person or any of its Restricted Subsidiaries on a "pooling of interests"
     basis attributable to any period prior to the date of combination, and any
     non-cash impact attributable to the application of the purchase method of
     accounting in accordance with GAAP,

                   (4)    any gain or loss, net of taxes, realized upon the
     termination of any employee pension benefit plan,

                   (5)    gains or losses, net of taxes (less all fees and
     expenses relating thereto), in respect of dispositions of assets other than
     in the ordinary course of business (including, without limitation,
     dispositions pursuant to Sale and Leaseback Transactions),

                   (6)    the net income of any Restricted Subsidiary to the
     extent that the declaration of dividends or similar distributions by that
     Restricted Subsidiary of that income is not at the time permitted, directly
     or indirectly, by operation of the terms of its charter or any agreement,
     instrument, judgment, decree, order, statute, rule or governmental
     regulation applicable to that Restricted Subsidiary,

                                       10


                   (7)    any restoration to net income of any contingency
     reserve, except to the extent provision for such reserve was made out of
     income accrued at any time following the date of this Indenture,

                   (8)    any net gain arising from the acquisition of any
     securities or extinguishment, under GAAP, of any Indebtedness of such
     Person,

                   (9)    all deferred financing costs written off, and premiums
     paid, in connection with any early extinguishment of Indebtedness,

                   (10)   the cumulative effect of a change in accounting
     principles,

                   (11)   non-cash charges relating to employee benefit or other
     management compensation plans of such Person or any of its Restricted
     Subsidiaries or any non-cash compensation charge arising from any grant,
     issuance or repricing of stock, stock options or other equity-based awards
     or, in each case, any amendment, modification, substitution or change
     thereof, of such Person or any of its Restricted Subsidiaries in each case,
     to the extent that such non-cash charges are deducted in computing such
     Consolidated Net Income (Loss) will be excluded,

                   (12)   any gain or loss arising from foreign currency
     fluctuations on foreign currency denominated Indebtedness, or

                   (13)   net income (or loss) attributable to any Canadian
     drugstore franchisee in which the Company does not own or control (directly
     or indirectly) more than 50% of the outstanding voting power of the Voting
     Stock thereof whether or not required to be included by GAAP.

          "Consolidated Net Tangible Assets" of any Person means, at any time,
as of the last day of the most recent period for which financial statements are
available, for such Person and its Restricted Subsidiaries on a Consolidated
basis, an amount equal to (a) the Consolidated assets of the Person and its
Restricted Subsidiaries minus (b) all intangible assets of the Person and its
Restricted Subsidiaries at that time.

          "Consolidated Non-cash Charges" of any Person means, for any period,
the aggregate depreciation, amortization and other non-cash charges of such
Person and its Restricted Subsidiaries on a Consolidated basis for such period,
as determined in accordance with GAAP (excluding any non-cash charge which
requires an accrual or reserve for cash charges for any future period).

          "Consolidation" means, with respect to any Person, the consolidation
of the accounts of such Person and each of its subsidiaries if and to the extent
the accounts of such Person and each of its subsidiaries would normally be
consolidated, all in accordance with GAAP. The term "Consolidated" shall have a
similar meaning.

          "Corporate Trust Office" means the office of the Trustee at which at
any particular time the corporate trust business for the purposes of this
Indenture shall be principally administered, which office at the date of
execution of this Indenture is located at 101 Barclay Street - 21 West, New
York, NY 10286, Attention: Corporate Trust Administration, or such other address
as the Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust

                                       11


office of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Holders and the Company).

          "Credit Agreement" means the Credit Agreement among the Company and
The Jean Coutu Group (PJC) USA, Inc., as borrowers thereto, certain lenders
party thereto, and certain agents party thereto, and related guarantee
documents, entered into in connection with the Acquisition, as such agreements,
in whole or in part, in one or more instances, may be amended, renewed,
extended, substituted, refinanced, restructured, replaced, supplemented or
otherwise modified from time to time (including, without limitation, any
successive (partial or total) renewals, extensions, substitutions, refinancings,
restructurings, replacements, supplementations or other modifications of the
foregoing), whether any such renewal, extension, substitution, replacement or
refinancing (i) occurs simultaneously with the termination or repayment of a
prior Credit Agreement or (ii) occurs on one or more separate occasions.

          "Credit Facility" means one or more debt facilities (including,
without limitation, the Credit Agreement), commercial paper facilities or other
debt instruments, indentures or agreements, providing for revolving credit
loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables), letters of credit or other debt
obligations, in each case, as amended, restated, modified, renewed, refunded,
restructured, supplemented, replaced or refinanced in whole or in part from time
to time, including without limitation any amendment increasing the amount of
Indebtedness incurred or available to be borrowed thereunder, extending the
maturity of any Indebtedness incurred thereunder or contemplated thereby or
deleting, adding or substituting one or more parties thereto (whether or not
such added or substituted parties are banks or other institutional lenders).

          "Currency Hedging Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
foreign exchange contracts, currency swap agreements or other similar agreements
or arrangements designed to protect against the fluctuations in currency values.

          "DBRS" means Dominion Bond Rating Services Limited and any successor
thereto.

          "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

          "Depositary" means, with respect to the Securities issued in the form
of one or more Book-Entry Securities, The Depository Trust Company ("DTC"), its
nominees and successors, or another Person designated as Depositary by the
Company, which must be a clearing agency registered under the Exchange Act.

          "Designated Non-cash Consideration" means the Fair Market Value of
non-cash consideration received by the Company or any of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated pursuant to
an Officers' Certificate, setting forth the basis of the valuation. The
aggregate Fair Market Value of the Designated Non-cash Consideration held by the
Company or any Restricted Subsidiary at any given time, taken together with the
Fair Market Value at the time of receipt of all other Designated Non-cash
Consideration received and still held by the Company or any Restricted
Subsidiary at such time, may not exceed $25.0 million in aggregate, at the time
of the receipt of the Designated Non-cash Consideration (with the Fair Market
Value being measured at the time received and without giving effect to
subsequent changes in value).

                                       12


          "Disinterested Director" means, with respect to any transaction or
series of related transactions, a member of the Board of Directors of the
Company who does not have any material direct or indirect financial interest in
or with respect to such transaction or series of related transactions.

          "Equity Offering" means the offer and sale of Common Stock (other than
Redeemable Capital Stock) of the Company with gross proceeds to the Company of
at least $25.0 million in cash in any one transaction.

          "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear Clearance System (or any successor securities clearing agency).

          "Event of Default" has the meaning specified in Section 501.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute, and the rules and regulations promulgated by the
Commission thereunder.

          "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

          "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

          "Exchange Securities" has the meaning set forth in the first recital
of this Indenture.

          "Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained in an arm's-length free market transaction
between an informed and willing seller under no compulsion to sell and an
informed and willing buyer under no compulsion to buy. Fair Market Value shall
be determined by the Board of Directors of the Company acting in good faith and
shall be evidenced by a Board Resolution.

          "Fall Away Event" means such time as the Securities shall have
achieved Investment Grade Status (pursuant to ratings from each of S&P and
Moody's) and the Company shall have delivered to the Trustee an Officers'
Certificate certifying as to such status.

          "Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles in Canada, consistently applied, that are in
effect on the date of this Indenture.

          "Global Securities" means the Rule 144A Global Securities, the
Regulation S Global Securities, the IAI Global Securities and the Unrestricted
Global Securities to be issued as Book-Entry Securities issued to the Depositary
in accordance with Section 306.

          "Guarantee" means the guarantee by any Guarantor of the Company's
Indenture Obligations.

          "Guaranteed Debt" of any Person means, without duplication, all
Indebtedness of any other Person referred to in the definition of Indebtedness
guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement

                   (1)    to pay or purchase such Indebtedness or to advance or
     supply funds for the payment or purchase of such Indebtedness,

                                       13


                   (2)    to purchase, sell or lease (as lessee or lessor)
     property, or to purchase or sell services, primarily for the purpose of
     enabling the debtor to make payment of such Indebtedness or to assure the
     holder of such Indebtedness against loss,

                   (3)    to supply funds to, or in any other manner invest in,
     the debtor (including any agreement to pay for property or services without
     requiring that such property be received or such services be rendered),

                   (4)    to maintain working capital or equity capital of the
     debtor, or otherwise to maintain the net worth, solvency or other financial
     condition of the debtor or to cause such debtor to achieve certain levels
     of financial performance or

                   (5)    otherwise to assure a creditor against loss;

PROVIDED that the term "guarantee" shall not include endorsements for collection
or deposit, in either case in the ordinary course of business.

          "Guarantor" means any Subsidiary which is a guarantor of the
Securities, including any Person that is required after the date of this
Indenture to execute a guarantee of the Securities pursuant to Section 1013
until a successor replaces such party pursuant to the applicable provisions of
this Indenture and, thereafter, shall mean such successor.

          "Holder" means a Person in whose name a Security is registered in the
Security Register.

          "IAI Global Securities" means one or more permanent Global Securities
in registered form representing the aggregate principal amount of Securities
sold to Institutional Accredited Investors.

          "Indebtedness" means, with respect to any Person, without duplication,

                   (1)    all indebtedness of such Person for borrowed money,
     including under an asset-based, receivable or other borrowing facility, or
     for the deferred purchase price of property or services, excluding any
     trade payables and other current liabilities arising in the ordinary course
     of business, but including, without limitation, all obligations, contingent
     or otherwise, of such Person in connection with any letters of credit
     issued under letter of credit facilities, acceptance facilities or other
     similar facilities,

                   (2)    all obligations of such Person evidenced by bonds,
     notes, debentures or other similar instruments,

                   (3)    all indebtedness created or arising under any
     conditional sale or other title retention agreement with respect to
     property acquired by such Person (even if the rights and remedies of the
     seller or lender under such agreement in the event of default are limited
     to repossession or sale of such property, in which case the amount of any
     such Indebtedness shall be equal at any time to the value of such property
     at such time), but excluding trade payables arising in the ordinary course
     of business,

                   (4)    all obligations under Interest Rate Agreements,
     Currency Hedging Agreements or Commodity Price Protection Agreements of
     such Person (the amount of any

                                       14


     such obligations to be equal at any time to the termination value of such
     agreement or arrangement giving rise to such obligation that would be
     payable by such Person at such time),

                   (5)    all Capital Lease Obligations of such Person,

                   (6)    all Indebtedness referred to in clauses (1) through
     (5) above of other Persons and all dividends of other Persons, the payment
     of which is secured by (or for which the holder of such Indebtedness has an
     existing right, contingent or otherwise, to be secured by) any Lien, upon
     or with respect to property (including, without limitation, accounts and
     contract rights) owned by such Person, even though such Person has not
     assumed or become liable for the payment of such Indebtedness (provided
     that the amount of such Indebtedness of other Persons shall not exceed the
     greater of the book value or the Fair Market Value of the property subject
     to such Lien),

                   (7)    all Guaranteed Debt of such Person,

                   (8)    all Redeemable Capital Stock issued by such Person
     valued at the greater of its voluntary or involuntary maximum fixed
     repurchase price plus accrued and unpaid dividends,

                   (9)    Attributable Indebtedness with respect to Sale and
     Leaseback Transactions,

                   (10)   Preferred Stock of any Restricted Subsidiary of the
     Company or any Guarantor (unless held by the Company or any Restricted
     Subsidiary) and

                   (11)   any amendment, supplement, modification, deferral,
     renewal, extension, refunding or refinancing of any liability of the types
     referred to in clauses (1) through (10) above;

provided that the amount of any limited recourse Indebtedness shall be equal to
the principal amount of such limited recourse Indebtedness for, and to the
extent, which the subject Person provides credit support of any kind (including
any undertaking agreement or instrument that would constitute Indebtedness), is
directly or indirectly liable as a guarantor or otherwise is the lender.

          For purposes of this Indenture, (x) the "maximum fixed repurchase
price" of any Redeemable Capital Stock which does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Redeemable
Capital Stock as if such Redeemable Capital Stock were purchased on any date on
which Indebtedness shall be required to be determined pursuant to this
Indenture, and if such price is based upon, or measured by, the Fair Market
Value of such Redeemable Capital Stock, such Fair Market Value to be determined
in good faith by the board of directors of the issuer of such Redeemable Capital
Stock and (y) the value of Preferred Stock shall be equal to the liquidation
preference.

          "Indenture" means this instrument as originally executed (including
all exhibits and schedules hereto) and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof.

          "Indenture Obligations" means the obligations of the Company and any
other obligor under this Indenture or under the Securities, including any
Guarantor, to pay principal of, premium, if

                                       15


any, and interest when due and payable, and all other amounts (including any
Additional Amounts) due or to become due under or in connection with this
Indenture or the Securities and the performance of all other obligations to the
Trustee and the Holders under this Indenture and the Securities, according to
the respective terms thereof.

          "Initial Purchasers" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Deutsche Bank Securities Inc. and NBF Securities (USA) Corp. (or
the initial purchasers with respect to Additional Securities issued after the
date hereof).

          "Initial Securities" has the meaning set forth in the first recital in
this Indenture.

          "Initial Senior Subordinated Securities" means the 8 1/2% Senior
Subordinated Notes due 2014, and the related Senior Subordinated Guarantees.

          "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

          "Interest Payment Date" when used with respect to any Security, means
each semiannual interest payment date on February 1 and August 1 of each year.

          "Interest Rate Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
interest rate protection agreements (including, without limitation, interest
rate swaps, caps, floors, collars and similar agreements) and/or other types of
interest rate hedging agreements from time to time.

          "Investment" means, with respect to any Person, directly or
indirectly, any advance, loan (including guarantees), or other extension of
credit or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase, acquisition or ownership by such Person of any
Capital Stock, bonds, notes, debentures or other securities issued or owned by
any other Person and all other items that would be classified as investments on
a balance sheet prepared in accordance with GAAP. "Investment" shall exclude
direct or indirect advances to customers or suppliers in the ordinary course of
business that are, in conformity with GAAP, recorded as accounts receivable,
prepaid expenses or deposits on the Company's or any Restricted Subsidiary's
balance sheet, endorsements for collection or deposit arising in the ordinary
course of business and extensions of trade credit on commercially reasonable
terms in accordance with normal trade practices. If the Company or any
Restricted Subsidiary of the Company sells or otherwise disposes of any Capital
Stock of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company (other than the sale of all of the outstanding Capital
Stock of such Subsidiary), the Company will be deemed to have made an Investment
on the date of such sale or disposition equal to the Fair Market Value of the
Company's Investments in such Subsidiary that were not sold or disposed of in an
amount determined as provided in Section 1009.

          "Investment Grade Status" means ratings of BBB- or higher by S&P (or
its equivalent rating under any successor rating categories of S&P), and Baa3 or
higher by Moody's (or its equivalent rating under any successor rating
categories of Moody's).

          "Issue Date" means the original issue date of the Securities under
this Indenture.

                                       16


          "Lien" means any mortgage or deed of trust, charge, pledge, lien
(statutory or otherwise), privilege, security interest, assignment, deposit,
arrangement, easement, hypothecation, claim, preference, priority or other
encumbrance upon or with respect to any property of any kind (including any
conditional sale, capital lease or other title retention agreement, any leases
in the nature thereof, and any agreement to give any security interest), real or
personal, movable or immovable, now owned or hereafter acquired. A Person will
be deemed to own subject to a Lien any property which it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale
agreement, Capital Lease Obligation or other title retention agreement.

          "Maturity" means, when used with respect to the Securities, the date
on which the principal of the Securities becomes due and payable as therein
provided or as provided in this Indenture, whether at Stated Maturity, the Offer
Date or the Redemption Date and whether by declaration of acceleration, Offer in
respect of Excess Proceeds, Change of Control Offer in respect of a Change of
Control, call for redemption or otherwise.

          "Moody's" means Moody's Investors Service, Inc. and its successors.

          "Net Cash Proceeds" means

          (a)      with respect to any Asset Sale by any Person, the proceeds
thereof (without duplication in respect of all Asset Sales) in the form of cash
or Cash Equivalents including payments in respect of deferred payment
obligations when received in the form of, or stock or other assets when disposed
of for, cash or Cash Equivalents (except to the extent that such obligations are
financed or sold with recourse to the Company or any Restricted Subsidiary) net
of

                   (1)    brokerage commissions and other reasonable fees and
     expenses (including fees and expenses of counsel and investment bankers)
     related to such Asset Sale,

                   (2)    provisions for all taxes payable as a result of such
     Asset Sale,

                   (3)    payments made to retire Indebtedness where payment of
     such Indebtedness is secured by the assets or properties the subject of
     such Asset Sale,

                   (4)    amounts required to be paid to any Person (other than
     the Company or any Restricted Subsidiary) owning a beneficial interest in
     the assets subject to the Asset Sale and

                   (5)    appropriate amounts to be provided by the Company or
     any Restricted Subsidiary, as the case may be, as a reserve, in accordance
     with GAAP, against any liabilities associated with such Asset Sale and
     retained by the Company or any Restricted Subsidiary, as the case may be,
     after such Asset Sale, including, without limitation, pension and other
     post-employment benefit liabilities, liabilities related to environmental
     matters and liabilities under any indemnification obligations associated
     with such Asset Sale, all as reflected in an Officers' Certificate
     delivered to the Trustee and

          (b)      with respect to any issuance or sale of Capital Stock or
options, warrants or rights to purchase Capital Stock, or debt securities or
Capital Stock that have been converted into or exchanged for Capital Stock as
referred to under Section 1009, the proceeds of such issuance or sale in the
form of cash or Cash Equivalents including payments in respect of deferred
payment obligations when received in the form of, or stock or other assets when
disposed of for, cash or Cash Equivalents (except to the

                                       17


extent that such obligations are financed or sold with recourse to the Company
or any Restricted Subsidiary), net of attorney's fees, accountant's fees and
brokerage, consultation, underwriting and other fees and expenses actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

          "Offering Memorandum" means the offering memorandum, dated July 20,
2004, related to the issuance of the Securities.

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President, the Chief Executive Officer, the Chief Financial
Officer or a Vice President (regardless of Vice Presidential designation), and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company or any Guarantor, as the case may be, and in form and
substance reasonably satisfactory to, and delivered to, the Trustee.

          "Opinion of Counsel" means a written opinion of counsel, who may be an
employee or counsel for the Company or any Guarantor, and who shall be
reasonably acceptable to the Trustee, and which opinion shall be in form and
substance reasonably satisfactory to the Trustee, including customary
assumptions and exceptions thereto.

          "Opinion of Independent Counsel" means a written opinion of counsel
which is issued by a Person who is not an employee, director or consultant
(other than non-employee legal counsel) of the Company or any Guarantor and who
shall be reasonably acceptable to the Trustee, and which opinion shall be in
form and substance reasonably satisfactory to the Trustee, including customary
assumptions and exceptions thereto.

          "Outstanding" when used with respect to Securities means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

          (a)      Securities theretofore canceled by the Trustee or delivered
to the Trustee for cancellation;

          (b)      Securities, or portions thereof, for whose payment or
redemption money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company or any Affiliate thereof) in
trust or set aside and segregated in trust by the Company or any Affiliate
thereof (if the Company or any Affiliate thereof shall act as its own Paying
Agent) for the Holders of such Securities; PROVIDED that if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor reasonably satisfactory to the Trustee has been
made;

          (c)      Securities, to the extent provided in Sections 402 and 403,
with respect to which the Company has effected defeasance or covenant defeasance
as provided in Article Four; and

          (d)      Securities in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall have been
presented to the Trustee and the Company proof reasonably satisfactory to each
of them that such Securities are held by a BONA FIDE purchaser in whose hands
the Securities are valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or

                                       18


waiver hereunder, Securities owned by the Company, any Guarantor, or any other
obligor upon the Securities or any Affiliate of the Company, any Guarantor or
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
reasonable satisfaction of the Trustee the pledgee's right so to act with
respect to such Securities and that the pledgee is not the Company, any
Guarantor or any other obligor upon the Securities or any Affiliate of the
Company, any Guarantor or such other obligor.

          "Pari Passu Indebtedness" means (a) any Indebtedness of the Company
that is equal in right of payment to the Securities and (b) with respect to any
Guarantee, Indebtedness which ranks equal in right of payment to such Guarantee.

          "Paying Agent" means any Person (including the Company) authorized by
the Company to pay the principal of, premium, if any, or interest on, any
Securities on behalf of the Company.

          "Permitted Business" means the lines of business conducted by the
Company and its Restricted Subsidiaries on the date of this Indenture and
business reasonably related, complementary or ancillary thereto, including
reasonably related extensions or expansions thereof.

          "Permitted Holders" means (i) Mr. Jean Coutu, (ii) the spouse,
children or other lineal descendants (whether adoptive or biological) of Mr.
Jean Coutu, (iii) any revocable or irrevocable intervivos or testamentary trust
or the probate estate of any Person described in clause (i) or (ii) above, so
long as one or more of the foregoing individuals named in clauses (i) and (ii)
is the principal beneficiary of such trust or probate estate, and (iv) any
Person all of the Capital Stock of which is held, directly or indirectly, by or
for the benefit of the Persons or trusts or probate estates specified in clauses
(i), (ii) or (iii) above.

          "Permitted Investment" means:

                   (1)    Investments in any Restricted Subsidiary or any Person
     which, as a result of such Investment, (a) becomes a Restricted Subsidiary
     or (b) is merged or consolidated with or into, or transfers or conveys
     substantially all of its assets to, or is liquidated into, the Company or
     any Restricted Subsidiary;

                   (2)    Indebtedness of the Company or a Restricted Subsidiary
     described under clauses (4), (5), (6), (7) and (12) of the definition of
     "Permitted Indebtedness" under paragraph (b) of Section 1008;

                   (3)    Investments in any of the Securities;

                   (4)    Investments in Cash Equivalents;

                   (5)    Investments acquired by the Company or any Restricted
     Subsidiary in connection with an asset sale permitted under Section 1012 to
     the extent such Investments are non-cash proceeds as permitted under
     Section 1012;

                   (6)    Investments in existence on the date of this
     Indenture;

                                       19


                   (7)    Investments acquired in exchange for the issuance of
     Capital Stock (other than Redeemable Capital Stock of the Company or a
     Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary) or
     acquired with the Net Cash Proceeds received by the Company after the date
     of this Indenture from the issuance and sale of Capital Stock (other than
     Redeemable Capital Stock of the Company or a Restricted Subsidiary or
     Preferred Stock of a Restricted Subsidiary); PROVIDED that such Net Cash
     Proceeds are used to make such Investment within 10 days of the receipt
     thereof and the amount of all such Net Cash Proceeds will be excluded from
     clause (3)(B) of the first paragraph of Section 1009(a);

                   (8)    Investments in prepaid expenses, negotiable
     instruments held for collection and lease, utility and worker's
     compensation, performance and other similar deposits provided to third
     parties in the ordinary course of business;

                   (9)    loans or advances to employees of the Company in the
     ordinary course of business for bona fide business purposes of the Company
     and its Restricted Subsidiaries (including travel, entertainment and moving
     expenses) or the proceeds of which are used to purchase Capital Stock of
     the Company in the aggregate amount outstanding at any one time of $10.0
     million;

                   (10)   any Investments received in good faith in settlement
     or compromise of obligations of trade creditors or customers that were
     incurred in the ordinary course of business, including pursuant to any plan
     of reorganization or similar arrangement upon the bankruptcy or insolvency
     of any trade creditor or customer;

                   (11)   any Investment by the Company or any Restricted
     Subsidiary in a Securitization Entity or any Investment by a Securitization
     Entity in any other Person, in each case in connection with a Permitted
     Securitization Transaction; PROVIDED, HOWEVER, that the foregoing
     Investment is in the form of a Purchase Money Note or an equity interest;

                   (12)   any Investment in Permitted Joint Ventures in an
     amount not to exceed $100.0 million in the aggregate for all such Permitted
     Joint Ventures;

                   (13)   Investments in any Securitization Facility to the
     extent reasonably necessary to consummate any Permitted Securitization
     Transactions; and

                   (14)   other Investments in the aggregate amount outstanding
     at any one time of up to $50.0 million.

In connection with any assets or property contributed or transferred to any
Person as an Investment, such property and assets shall be equal to the Fair
Market Value (as determined by the Company's Board of Directors) at the time of
Investment.

          "Permitted Joint Venture" means any joint venture (which may be in the
form of a limited liability company, partnership, corporation or other entity or
form) in which the Company or any of its Restricted Subsidiaries, directly or
indirectly, owns or controls 50% or less of the total voting power of the shares
of Capital Stock of such entity entitled to vote; PROVIDED, HOWEVER, that any
joint venture in which the Company, directly or indirectly, owns 50% of the
total voting power of the Capital Stock of such entity entitled to vote shall
only be a Permitted Joint Venture if engaged in a Permitted Business or engaged
primarily in the business of prescription benefit management; PROVIDED,

                                       20


FURTHER, that any joint venture in which the Company, directly or indirectly,
owns less than 50% of the total voting power of the Capital Stock of such entity
entitled to vote shall only be a Permitted Joint Venture if engaged primarily in
the business of prescription benefit management.

          "Permitted Lien" means

          (a)      Liens securing Indebtedness permitted to be incurred under
paragraphs (b)(1) or (11) under Section 1008;

          (b)      any Lien created or existing as of the date of this Indenture
on Indebtedness existing or created on the date of this Indenture;

          (c)      any Lien arising by reason of

                   (1)    any judgment, decree or order of any court, so long as
     such Lien is adequately bonded and any appropriate legal proceedings which
     may have been duly initiated for the review of such judgment, decree or
     order shall not have been finally terminated or the period within which
     such proceedings may be initiated shall not have expired;

                   (2)    taxes, assessments or government charges not yet
     delinquent or which are being contested in good faith;

                   (3)    security for payment of workers' compensation or other
     insurance;

                   (4)    good faith deposits in connection with tenders, leases
     or other contracts (other than contracts for the payment of money);

                   (5)    zoning restrictions, easements, licenses,
     reservations, title defects, rights of others for rights of way, utilities,
     sewers, electric lines, telephone or telegraph lines, and other similar
     purposes, provisions, covenants, conditions, waivers, restrictions on the
     use of property or minor irregularities of title (and with respect to
     leasehold interests, mortgages, obligations, Liens and other encumbrances
     incurred, created, assumed or permitted to exist and arising by, through or
     under a landlord or owner of the leased property, with or without consent
     of the lessee), none of which materially impairs the use of any parcel of
     property material to the operation of the business of the Company or any
     Restricted Subsidiary or the value of such property for the purpose of such
     business;

                   (6)    deposits to secure public or statutory obligations, or
     in lieu of surety or appeal bonds; or

                   (7)    operation of law in favor of mechanics, carriers,
     warehousemen, landlords, materialmen, laborers, employees or suppliers,
     incurred in the ordinary course of business for sums which are not yet
     delinquent or are being contested in good faith by negotiations or by
     appropriate proceedings which suspend the collection thereof;

          (d)      any Lien securing Acquired Indebtedness created prior to (and
not created in connection with, or in contemplation of) the incurrence of such
Indebtedness by the Company or any Restricted Subsidiary;

                                       21


          (e)      any Lien to secure the performance bids, trade contracts,
leases (including, without limitation, statutory and common law landlord's
liens), statutory obligations, surety and appeal bonds, letters of credit and
other obligations of a like nature and incurred in the ordinary course of
business of the Company or any Restricted Subsidiary;

          (f)      any Lien securing Indebtedness permitted to be incurred under
Interest Rate Agreements, Currency Hedging Agreements, Commodity Price
Protection Agreements or otherwise incurred to hedge interest rate risk;

          (g)      any Lien securing Capital Lease Obligations or Purchase Money
Obligations incurred in accordance with this Indenture (including clause (8) of
the definition of Permitted Indebtedness) and which are incurred or assumed
solely in connection with the acquisition, development or construction of real
or personal, moveable or immovable property within 90 days of such incurrence or
assumption; PROVIDED that such Liens only extend to such acquired, developed or
constructed property, such Liens secure Indebtedness in an amount not in excess
of the original purchase price or the original cost of any such assets or
repair, addition or improvement thereto, and the incurrence of such Indebtedness
is permitted by Section 1008;

          (h)      Liens on assets transferred to a Securitization Entity or an
asset of a Securitization Entity, in either case, incurred in connection with a
Permitted Securitization Transaction;

          (i)      leases, licenses, subleases and sublicenses of assets
(including, without limitation, real property and intellectual property rights),
which do not materially interfere with the ordinary course of conduct of the
business of the Company or any Restricted Subsidiary;

          (j)      (1) Liens securing Indebtedness or other obligations of a
Restricted Subsidiary owing to the Company or another Restricted Subsidiary or
(2) claim, restriction or encumbrance with respect to equity ownership interests
in a Restricted Subsidiary granted in favor of the Company or any other
Restricted Subsidiary;

          (k)      any extension, renewal, refinancing or replacement, in whole
or in part, of any Lien described in the foregoing clauses (a) through (j) so
long as no additional collateral is granted as security thereby; and

          (l)      other Liens (including extensions, renewals, refinancings and
replacements) securing Indebtedness permitted by the terms of this Indenture to
be incurred, so long as the aggregate principal amount of Indebtedness secured
thereby does not exceed 10% of Consolidated Net Tangible Assets; PROVIDED,
HOWEVER, that the amount of Indebtedness that may be secured by Liens incurred
under this clause (l) shall be reduced by the excess, if any, of the amount of
(x) the amount of Indebtedness incurred under clause (1)(b) of paragraph (b)
under Section 1008 over (y) $1,700 million.

          "Permitted Securitization Transaction" means any transaction or series
of transactions that qualify for off-balance sheet treatment in accordance with
SFAS 140 or other applicable accounting pronouncements, pursuant to which the
Company or any of its Restricted Subsidiaries may sell, contribute, convey or
otherwise transfer to (i) a Securitization Entity (in the case of a transfer by
the Company or any of its Restricted Subsidiaries) and (ii) any other Person (in
the case of a transfer by a Securitization Entity), or may grant a security
interest in, any accounts receivable or chattel paper (whether now existing or
arising in the future) of the Company or any of its Restricted Subsidiaries,

                                       22


and any assets directly related thereto, including, without limitation, all
collateral securing such accounts receivable, and other assets (including
contract rights and all guarantees or other obligations in respect of such
accounts receivable or chattel paper, proceeds of such accounts receivable or
chattel paper and other assets which are customarily transferred or in respect
of which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable or chattel paper).

          "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 308 in exchange for a mutilated
Security or in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Security.

          "Preferred Stock" means, with respect to any Person, any Capital Stock
of any class or classes (however designated) which is preferred as to the
payment of dividends or distributions, or as to the distribution of assets upon
any voluntary or involuntary liquidation or dissolution of such Person, over the
Capital Stock of any other class in such Person.

          "Purchase Money Note" means a promissory note of a Securitization
Entity evidencing a line of credit, which may be irrevocable, from the Company
or any Restricted Subsidiary in connection with a Permitted Securitization
Transaction to a Securitization Entity, which note is repayable from cash
available to such Securitization Entity, other than amounts required to be
established as reserves pursuant to contractual arrangements with entities that
are not Affiliates entered into as part of such Permitted Securitization
Transaction, amounts paid to investors in respect of interest, principal and
other amounts owing to such investors and amounts paid in connection with the
purchase of newly generated accounts receivable.

          "Purchase Money Obligation" means any Indebtedness secured by a Lien
on assets related to the business of the Company and any additions and
accessions thereto, which are purchased or constructed by the Company at any
time after the Securities are issued; PROVIDED that

                   (1)    the security agreement or conditional sales or other
     title retention contract pursuant to which the Lien on such assets is
     created (collectively a "Purchase Money Security Agreement") shall be
     entered into within 180 days after the purchase or substantial completion
     of the construction of such assets and shall at all times be confined
     solely to the assets so purchased or acquired, any additions and accessions
     thereto and any proceeds therefrom,

                   (2)    at no time shall the aggregate principal amount of the
     outstanding Indebtedness secured thereby be increased, except in connection
     with the purchase of additions and accessions thereto and except in respect
     of fees and other obligations in respect of such Indebtedness and

                   (3)    (A) the aggregate outstanding principal amount of
     Indebtedness secured thereby (determined on a per asset basis in the case
     of any additions and accessions) shall not at

                                       23


     the time such Purchase Money Security Agreement is entered into exceed 100%
     of the purchase price to the Company of the assets subject thereto or (B)
     the Indebtedness secured thereby shall be with recourse solely to the
     assets so purchased or acquired, any additions and accessions thereto and
     any proceeds therefrom.

          "Qualified Capital Stock" of any Person means any and all Capital
Stock of such Person other than Redeemable Capital Stock.

          "Redeemable Capital Stock" means any Capital Stock that, either by its
terms or by the terms of any security into which it is convertible or
exchangeable or otherwise, is or upon the happening of an event or passage of
time would be, required to be redeemed prior to the final Stated Maturity of the
principal of the Securities or is redeemable at the option of the holder thereof
at any time prior to such final Stated Maturity (other than upon a change of
control of or sale of assets by the Company in circumstances where the Holders
of the Securities would have similar rights), or is convertible into or
exchangeable for debt securities at any time prior to such final Stated Maturity
at the option of the holder thereof.

          "Redemption Date" when used with respect to any Security to be
redeemed pursuant to any provision in this Indenture means the date fixed for
such redemption by or pursuant to this Indenture.

          "Redemption Price" when used with respect to any Security to be
redeemed pursuant to any provision in this Indenture means the price at which it
is to be redeemed pursuant to this Indenture.

          "Registration Rights Agreement" means (1) the Registration Rights
Agreement, dated as of July 30, 2004, among the Company, the Guarantors and the
Initial Purchasers and (2) with respect to any Additional Securities issued
subsequent to July 30, 2004, the registration rights agreement entered into for
the benefit of the holders of such Additional Securities, if any.

          "Registration Statement" has the meaning set forth in the Registration
Rights Agreement.

          "Regular Record Date" for the interest payable on any Interest Payment
Date means the January 15 or July 15 (whether or not a Business Day) next
preceding such Interest Payment Date.

          "Regulation S" means Regulation S under the Securities Act, as amended
from time to time.

          "Regulation S Global Securities" means one or more permanent Global
Securities in registered form representing the aggregate principal amount of
Securities sold in reliance on Regulation S under the Securities Act.

          "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

                                       24


          "Restricted Subsidiary" means any Subsidiary of the Company that has
not been designated by the Board of Directors of the Company by a Board
Resolution delivered to the Trustee as an Unrestricted Subsidiary pursuant to
and in compliance with Section 1017 hereof.

          "Rule 144A" means Rule 144A under the Securities Act, as amended from
time to time.

          "Rule 144A Global Securities" means one or more permanent Global
Securities in registered form representing the aggregate principal amount of
Securities sold in reliance on Rule 144A under the Securities Act.

          "Sale and Leaseback Transaction" means an arrangement whereby property
of the Company or any Restricted Subsidiary is transferred or otherwise disposed
of to another Person more than 270 days after the acquisition thereof or the
completion of construction or commencement of operation thereof, and the Company
or a Restricted Subsidiary leases such property from such Person. The stated
maturity of such arrangement will be deemed to be the date of the last payment
of rent or any other amount due under such arrangement prior to the first date
on which such arrangement may be terminated by the lessee without payment of a
penalty. Sale and Leaseback Transactions between or among the Company and its
Restricted Subsidiaries shall not be deemed a "Sale and Leaseback Transaction"
hereunder.

          "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.

          "Securities" shall have the meaning set forth in the Recitals. The
Initial Securities and the Additional Securities shall be treated as a single
class for all purposes under this Indenture.

          "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute, and the rules and regulations promulgated by the Commission
thereunder.

          "Securitization Entity" means a Wholly Owned Restricted Subsidiary of
the Company that engages in no activities other than in connection with the
financing of accounts receivable, chattel paper and related assets and that is
designated by the Board of Directors of the Company (as provided below) as a
Securitization Entity (a) no portion of the Indebtedness or any other
obligations (contingent or otherwise) of which (i) is guaranteed by the Company
or any other Restricted Subsidiary (excluding guarantees of obligations (other
than the principal of, and interest on, Indebtedness) pursuant to Standard
Securitization Undertakings), (ii) is recourse to or obligates the Company or
any other Restricted Subsidiary in any way other than pursuant to Standard
Securitization Undertakings or (iii) subjects any property or assets of the
Company or any other Restricted Subsidiary of the Company, directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other than
pursuant to Standard Securitization Undertakings, (b) with which neither the
Company nor any other Restricted Subsidiary has any material contract,
agreement, arrangement or understanding other than on terms no less favorable to
the Company or such Restricted Subsidiary than those that might be obtained at
the time from Persons that are not Affiliates of the Company, other than fees
payable in the ordinary course of business in connection with servicing
receivables, chattel paper and related assets of such entity, and (c) to which
neither the Company nor any Restricted Subsidiary (other than such entity) has
any obligation to maintain or preserve such entity's financial condition or
cause such entity to achieve certain levels of operating results. Any such
designation by the Board of Directors of the Company shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the Board

                                       25


Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing conditions.

          "Senior Subordinated Exchange Securities" means an issue of 8 1/2%
Senior Subordinated Notes due 2014 issued in an Exchange Offer.

          "Senior Subordinated Notes Indenture" means the indenture, dated as of
July 30, 2004, among the Company, the Senior Subordinated Securities Guarantors
and the trustee for the Senior Subordinated Notes relating to the 8 1/2% Senior
Subordinated Notes of the Company due 2014.

          "Senior Subordinated Securities" means the 8 1/2% senior subordinated
notes due 2014. The term "Senior Subordinated Notes" shall have a similar
meaning.

          "Senior Subordinated Securities Guarantee" means the guarantee by any
Senior Subordinated Securities Guarantor of the Company's obligations under the
Senior Subordinated Notes Indenture.

          "Senior Subordinated Securities Guarantor" means the guarantee by any
guarantor of the Company's Senior Subordinated Notes Indenture.

          "Shelf Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

          "Significant Subsidiary" means (1) any Restricted Subsidiary that
would be a "significant subsidiary" as defined in Regulation S-X promulgated
pursuant to the Securities Act as such Regulation is in effect on the Issue Date
and (2) any Restricted Subsidiary that, when aggregated with all other
Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as
to which any event described in clause (7) or (8) under Section 501 has occurred
and is continuing, would constitute a Significant Subsidiary under clause (1) of
this definition.

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Company pursuant to Section 309.

          "Standard Securitization Undertakings" means representations,
warranties, guarantees, covenants and indemnities entered into by the Company or
any Restricted Subsidiary that are reasonably customary in securitization
transactions relating to accounts receivable, chattel paper and related assets
in connection with a Permitted Securitization Transaction.

          "Stated Maturity" means, when used with respect to any Indebtedness or
any installment of interest thereon, the dates specified in such Indebtedness as
the fixed date on which the principal of such Indebtedness or such installment
of interest, as the case may be, is due and payable.

          "Stock Purchase Agreement" means the agreement dated April 4, 2004, as
amended, among the Company, J.C. Penney Company, Inc., a Delaware corporation,
and TDI Consolidated Corporation, a Delaware corporation, entered into in
connection with the Acquisition.

          "Subordinated Indebtedness" means Indebtedness of the Company or a
Guarantor subordinated in right of payment to the Securities or a Guarantee, as
the case may be.

                                       26


          "Subsidiary" of a Person means

                   (1)    any corporation more than 50% of the outstanding
     voting power of the Voting Stock of which is owned or controlled, directly
     or indirectly, by such Person or by one or more other Subsidiaries of such
     Person, or by such Person and one or more other Subsidiaries thereof, or

                   (2)    any limited partnership of which such Person or any
     Subsidiary of such Person is a general partner, or

                   (3)    any other Person in which such Person, or one or more
     other Subsidiaries of such Person, or such Person and one or more other
     Subsidiaries, directly or indirectly, has more than 50% of the outstanding
     partnership or similar interests or has the power, by contract or
     otherwise, to direct or cause the direction of the policies, management and
     affairs thereof.

          "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 308 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

          "Taxing Authority" means any government or any political subdivision,
state, province or territory of or in a Taxing Jurisdiction or any authority or
agency therein or thereof having power to tax.

          "Taxing Jurisdiction" means Canada or any other jurisdiction in which
the Company or any Guarantor or any successor of the Company or any Guarantor is
organized, resident for tax purposes, engaged in business or generally subject
to tax on a net income basis, or from or through which any payment under the
Securities or any Guarantee is made, or any political subdivision, state,
province or territory thereof or therein.

          "Transactions" has the meaning as set forth in the offering memorandum
dated July 20, 2004 relating to the Securities.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, or any successor statute.

          "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture, until a successor trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor trustee.

          "U.S. Government Obligations" means securities that are (a) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation of the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depositary receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act), as custodian with respect to any such U.S.
Government Obligations or a specific payment of principal of or interest on any
such U.S. Government Obligations held by such custodian for the account of the
holder of such depositary receipt; provided

                                       27


that (except as required by law) such custodian is not authorized to make any
deductions from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the U.S. Government
Obligations or the specific payment of principal of or interest on the U.S.
Government Obligations evidenced by such depositary receipt.

          "Unrestricted Global Securities" means one or more permanent Global
Securities in registered form representing the aggregate principal amount of
Exchange Securities exchanged for Initial Securities pursuant to the Exchange
Offer.

          "Unrestricted Subsidiary" means any Subsidiary of the Company (other
than a Guarantor) designated as such pursuant to and in compliance with Section
1017 hereof.

          "Unrestricted Subsidiary Indebtedness" of any Unrestricted Subsidiary
means Indebtedness of such Unrestricted Subsidiary

                   (1)    as to which neither the Company nor any Restricted
     Subsidiary is directly or indirectly liable (by virtue of the Company or
     any such Restricted Subsidiary being the primary obligor on, guarantor of,
     or otherwise liable in any respect to, such Indebtedness), except
     Guaranteed Debt of the Company or any Restricted Subsidiary to any
     Affiliate, in which case (unless the incurrence of such Guaranteed Debt
     resulted in a Restricted Payment at the time of incurrence) the Company
     shall be deemed to have made a Restricted Payment equal to the principal
     amount of any such Indebtedness to the extent guaranteed at the time such
     Affiliate is designated an Unrestricted Subsidiary and

                   (2)    which, upon the occurrence of a default with respect
     thereto, does not result in, or permit any holder of any Indebtedness of
     the Company or any Restricted Subsidiary to declare, a default on such
     Indebtedness of the Company or any Restricted Subsidiary or cause the
     payment thereof to be accelerated or payable prior to its Stated Maturity;
     PROVIDED that notwithstanding the foregoing any Unrestricted Subsidiary may
     guarantee the Securities.

          "Voting Stock" of a Person means Capital Stock of such Person of the
class or classes pursuant to which the holders thereof have the general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such Person (irrespective of whether or not
at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

          "Wholly Owned Restricted Subsidiary" means a Restricted Subsidiary all
the Capital Stock of which (other than (a) directors' qualifying shares and (b)
Capital Stock or other ownership interests issued to a Person other than the
Company or a Wholly Owned Restricted Subsidiary of the Company in connection
with a Permitted Securitization Transaction for the purpose of establishing
independence and not in order to provide substantive economic or controlling
voting interests to such Person) is owned by the Company or another Wholly Owned
Restricted Subsidiary.

                                       28


     SECTION 10.2  OTHER DEFINITIONS.



          Term                                                              Defined in Section
          ----                                                              ------------------
                                                                         
          "Act"                                                             105
          "Additional Amounts"                                              1101
          "Agent Members"                                                   306
          "Change of Control Offer"                                         1014
          "Change of Control Purchase Date"                                 1014
          "Change of Control Purchase Notice"                               1014
          "Change of Control Purchase Price"                                1014
          "control"                                                         101 ("Affiliate")
          "CUSIP"                                                           310
          "covenant defeasance"                                             403
          "DBRS"                                                            101 ("Cash Equivalents")
          "Defaulted Interest"                                              309
          "defeasance"                                                      402
          "Defeasance Redemption Date"                                      404
          "Defeased Securities"                                             401
          "Designation"                                                     1017
          "Designation Amount"                                              1017
          "Documentary Taxes"                                               1101
          "DTC"                                                             101 ("Depositary")
          "Excess Proceeds"                                                 1012
          "Excluded Holder"                                                 1101
          "incur"                                                           1008
          "maximum fixed repurchase price"                                  101 ("Indebtedness")
          "Offer"                                                           1012
          "Offer Date"                                                      1012
          "Offered Price"                                                   1012
          "Offshore Transaction"                                            202
          "Pari Passu Debt Amount"                                          1012
          "Pari Passu Offer"                                                1012
          "Permitted Indebtedness"                                          1008
          "Permitted Payment"                                               1009
          "Private Placement Legend"                                        202
          "Purchase Money Security Agreement"                               101 ("Purchase Money Obligation")
          "Qualified Institutional Buyer"                                   202
          "Restricted Payments"                                             1009
          "Restricted Period"                                               201
          "restricted security"                                             307
          "Revocation"                                                      1017
          "Security Amount"                                                 1012
          "Security Register"                                               305
          "Security Registrar"                                              305
          "Special Payment Date"                                            309
          "Surviving Entity"                                                801
          "Surviving Guarantor Entity"                                      801


                                       29


                                                               
          "Taxes"                                                           1101
          "transfer"                                                        101 ("Asset Sale")
          "U.S. Person"                                                     202

          

     SECTION 103.  COMPLIANCE CERTIFICATES AND OPINIONS.

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company and any Guarantor
(if applicable) and any other obligor on the Securities (if applicable) shall,
in each case at the request of the Trustee, furnish to the Trustee an Officers'
Certificate in a form and substance reasonably acceptable to the Trustee stating
that all conditions precedent, if any, provided for in this Indenture (including
any covenant compliance with which constitutes a condition precedent) relating
to the proposed action have been complied with, and an Opinion of Counsel in a
form and substance reasonably acceptable to the Trustee stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with.

          Every Officers' Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture (other
than pursuant to Section 1020) shall include:

          (a)      a statement that each individual signing such certificate or
individual or firm signing such opinion has read and understands such covenant
or condition and the definitions herein relating thereto;

          (b)      a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

          (c)      a statement that, in the opinion of each such individual or
such firm, he or it has made such examination or investigation as is necessary
to enable him or it to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

          (d)      a statement as to whether, in the opinion of each such
individual or such firm, such condition or covenant has been complied with.

     SECTION 104.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

          Any certificate of an officer of the Company, any Guarantor or other
obligor on the Securities may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such
officer knows that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any
such certificate or opinion may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company, any Guarantor or other obligor on the Securities
stating that the information with respect to such factual matters is in the
possession of the Company, any Guarantor or other obligor on the Securities,
unless such officer or counsel knows that

                                       30


the certificate or opinion or representations with respect to such matters are
erroneous. Opinions of Counsel required to be delivered to the Trustee may have
qualifications and assumptions customary for opinions of the type required.

          Any certificate or opinion of an officer of the Company, any Guarantor
or other obligor on the Securities may be based, insofar as it relates to
accounting matters, upon a certificate or opinion of, or representations by, an
accountant or firm of accountants in the employ of the Company, unless such
officer knows that the certificate or opinion or representations with respect to
the accounting matters upon which his certificate or opinion may be based are
erroneous. Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent with respect to the Company.

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     SECTION 105.  ACTS OF HOLDERS.

          (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 105.

          (b)      The ownership of Securities shall be proved by the Security
Register.

          (c)      Any request, demand, authorization, direction, notice,
consent, waiver or other Act by the Holder of any Security shall bind every
future Holder of the same Security or the Holder of every Security issued upon
the transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, suffered or omitted to be done by the Trustee, any Paying Agent
or the Company, any Guarantor or any other obligor of the Securities in reliance
thereon, whether or not notation of such action is made upon such Security.

          (d)      The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

          (e)      If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or

                                       31


pursuant to a Board Resolution, fix in advance a record date for the
determination of such Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. Notwithstanding Trust Indenture Act Section
316(c), any such record date shall be the record date specified in or pursuant
to such Board Resolution, which shall be a date not more than 30 days prior to
the first solicitation of Holders generally in connection therewith and no later
than the date such first solicitation is completed.

          If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for purposes of determining
whether Holders of the requisite proportion of Securities then Outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for this purpose the
Securities then Outstanding shall be computed as of such record date; PROVIDED
that no such request, demand, authorization, direction, notice, consent, waiver
or other Act by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than six months after such record date.

          (f)      For purposes of this Indenture, any action by the Holders
which may be taken in writing may be taken by electronic means or as otherwise
reasonably acceptable to the Trustee.

     SECTION 106.  NOTICES, ETC., TO THE TRUSTEE, THE COMPANY AND ANY GUARANTOR.

          Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with:

          (a)      the Trustee by any Holder or by the Company or any Guarantor
or any other obligor on the Securities shall be sufficient for every purpose
(except as otherwise herein expressly provided) hereunder if in writing and
mailed, first-class postage prepaid, or delivered by recognized overnight
courier, to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Administration, or at any other address previously furnished in
writing to the Holders or the Company, any Guarantor or any other obligor on the
Securities by the Trustee or via facsimile transmission to 212-815-5802; or

          (b)      the Company or any Guarantor by the Trustee or any Holder
shall be sufficient for every purpose (except as provided in Section 501(c))
hereunder if in writing and mailed, first-class postage prepaid, or delivered by
recognized overnight courier, to the Company or such Guarantor addressed to it
c/o The Jean Coutu Group (PJC) Inc., 530 Beriault Street, Longueuil, Quebec J4G
1S8, Attention: Caroline Guay, Director Legal Affairs, or via facsimile
transmission to Facsimile: (450) 646-5649 or at any other address previously
furnished in writing to the Trustee by the Company or such Guarantor with a copy
to McDermott, Will & Emery LLP, 2049 Century Park East, 34th Floor, Los Angeles,
California 90067-3208, Attention: Mark J. Mihanovic.

          No notice to the Trustee shall be deemed effective until it is
actually received by the Trustee.

                                       32


     SECTION 107.  NOTICE TO HOLDERS; WAIVER.

          Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, or delivered by
recognized overnight courier, to each Holder affected by such event, at its
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice when mailed to a Holder in the aforesaid manner shall
be conclusively deemed to have been received by such Holder whether or not
actually received by such Holder. Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

          In case by reason of the suspension of regular mail service or by
reason of any other cause, it shall be impracticable to mail notice of any event
as required by any provision of this Indenture, then any method of giving such
notice as shall be reasonably satisfactory to the Trustee shall be deemed to be
a sufficient giving of such notice.

     SECTION 108.  CONFLICT WITH TRUST INDENTURE ACT.

          If any provision hereof limits, qualifies or conflicts with any
provision of the Trust Indenture Act or another provision which is required or
deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, the provision or requirement of the Trust Indenture Act shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

     SECTION 109.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

          The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

     SECTION 110.  SUCCESSORS AND ASSIGNS.

          All covenants and agreements in this Indenture by the Company and the
Guarantors shall bind their respective successors and assigns, whether so
expressed or not.

     SECTION 111.  SEPARABILITY CLAUSE.

          In case any provision in this Indenture or in the Securities or
Guarantees shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

                                       33


     SECTION 112.  BENEFITS OF INDENTURE.

          Nothing in this Indenture or in the Securities or Guarantees, express
or implied, shall give to any Person (other than the parties hereto and their
successors hereunder, any Paying Agent and the Holders) any benefit or any legal
or equitable right, remedy or claim under this Indenture.

     SECTION 113.  GOVERNING LAW.

          THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

     SECTION 114.  WAIVER OF JURY TRIAL.

          EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

     SECTION 115.  FORCE MAJEURE.

          In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or
caused by, directly or indirectly, forces beyond its control, including, without
limitation strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.

     SECTION 116.  LEGAL HOLIDAYS.

          In any case where any Interest Payment Date, Redemption Date, Maturity
or Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal or premium, if any, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on such Interest Payment Date or Redemption Date, or at
the Maturity or Stated Maturity and no interest shall accrue with respect to
such payment for the period from and after such Interest Payment Date,
Redemption Date, Maturity or Stated Maturity, as the case may be, to the next
succeeding Business Day.

     SECTION 117.  INDEPENDENCE OF COVENANTS.

          All covenants and agreements in this Indenture shall be given
independent effect so that if a particular action or condition is not permitted
by any such covenants, the fact that it would be permitted by an exception to,
or be otherwise within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or
condition exists.

                                       34


     SECTION 118.  SCHEDULES AND EXHIBITS.

          All schedules and exhibits attached hereto are by this reference made
a part hereof with the same effect as if herein set forth in full.

     SECTION 119.  COUNTERPARTS.

          This Indenture may be executed in any number of counterparts, each of
which shall be deemed an original; but all such counterparts shall together
constitute but one and the same instrument.

     SECTION 120.  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES
OR STOCKHOLDERS.

          No director, officer, employee, member or stockholder of the Company
or any Guarantor, as such, will have any liability for any obligations of the
Company or the Guarantors under the Securities, this Indenture, the Guarantees,
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Securities by accepting a Security waives and
releases the Company and each Guarantor from all such liability. The waiver and
release are part of the consideration for issuance of the Securities.

                                   ARTICLE TWO

                                 SECURITY FORMS

     SECTION 201.  FORMS GENERALLY.

          The Securities, the Guarantees and the Trustee's certificate of
authentication thereon shall be in substantially the forms set forth in this
Article Two, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted hereby and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange,
any organizational document or governing instrument or applicable law or as may,
consistently herewith, be determined by the officers executing such Securities
and Guarantees, as evidenced by their execution of the Securities and
Guarantees. Any portion of the text of any Security may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the
Security.

          The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Securities
may be listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

          Securities offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more Rule 144A Global Securities, substantially
in the form set forth in Section 202, deposited upon issuance with the Trustee,
as custodian for the Depositary, registered in the name of the Depositary or its
nominee, in each case for credit to an account of a direct or indirect
participant of the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of the Rule
144A Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary
or its nominee, as hereinafter provided.

                                       35


          Securities offered and sold in reliance on Regulation S shall be
issued in the form of one or more Regulation S Global Securities, substantially
in the form set forth in Section 202, deposited upon issuance with the Trustee,
as custodian for the Depositary, registered in the name of the Depositary or its
nominee, in each case for credit by the Depositary to an account of a direct or
indirect participant of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided; PROVIDED, HOWEVER, that
upon such deposit through and including the 40th day after the later of the
commencement of the offering of such Securities and the original issue date of
such Securities (such period through and including such 40th day, the
"Restricted Period"), all such Securities shall be credited to or through
accounts maintained at the Depositary by or on behalf of Euroclear or
Clearstream unless exchanged for interests in the Rule 144A Global Securities in
accordance with the transfer and certification requirements described below. The
aggregate principal amount of the Regulation S Global Securities may from time
to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

          Exchange Securities exchanged for Initial Securities shall be issued
initially in the form of one or more Unrestricted Global Securities,
substantially in the form set forth in Section 202, deposited upon issuance with
the Trustee, as custodian for the Depositary, registered in the name of the
Depositary or its nominee, in each case for credit to an account of a direct or
indirect participant of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Exchange Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

          With respect to any Additional Securities issued subsequent to the
date of this Indenture, (1) all references in Section 202 herein and elsewhere
in this Indenture to a Registration Rights Agreement shall be to the
registration rights agreement entered into with respect to such Additional
Securities, (2) any references in Section 202 and elsewhere in this Indenture to
the Exchange Offer, Exchange Offer Registration Statement, Shelf Registration
Statement, Initial Purchasers, Registration Default, and any other term related
thereto shall be to such terms as they are defined in such registration rights
agreement entered into with respect to such Additional Securities, (3) all time
periods described in the Securities with respect to the registration of such
Additional Securities shall be as provided in such registration rights agreement
entered into with respect to such Additional Securities and (4) all provisions
of this Indenture shall be construed and interpreted to permit the issuance of
such Additional Securities and to allow such Additional Securities to become
fungible and interchangeable with the Initial Securities originally issued under
this Indenture.

     SECTION 202.  FORM OF FACE OF SECURITY.

          (a)      The form of the face of any Initial Securities authenticated
and delivered hereunder shall be substantially as follows:

          Unless and until (i) an Initial Security is sold under an effective
Registration Statement or (ii) an Initial Security is exchanged for an Exchange
Security in connection with an effective Registration Statement, in each case
pursuant to the Registration Rights Agreement, and except to the extent
otherwise provided in Section 307(b) hereof, then such Initial Security shall
bear the legend set forth below (the "Private Placement Legend") on the face
thereof:

                                       36


          THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
          SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
          PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
          TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
          THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
          IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH
          BELOW.

          BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
          (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
          RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")), (B) IT IS
          NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
          OFFSHORE TRANSACTION, OR (C) IT IS AN "INSTITUTIONAL
          ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1),(2), (3)
          OR (7) OF REGULATION D UNDER THE SECURITIES ACT) AND (2)
          AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY
          PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE
          ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
          COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF
          THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A)
          TO THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, (B)
          PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
          EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
          SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
          INSIDE THE UNITED STATES, TO A PERSON IT REASONABLY BELIEVES
          IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS
          OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
          BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
          MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES
          PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN
          OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S
          UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED
          INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT OR (F) PURSUANT TO
          ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S
          AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
          TRANSFER (I) PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE
          THE

                                       37


          DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
          OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN
          EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE
          OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS
          SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
          TRUSTEE. AS USED HEREIN, THE TERMS "UNITED STATES,"
          "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE
          RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
          SECURITIES ACT.

          [LEGEND IF SECURITY IS A GLOBAL SECURITY]

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
          INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
          NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A
          SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY
          SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
          NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
          SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
          SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
          WITH THE RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF
          THIS INDENTURE.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
          REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
          CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH
          CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
          OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
          OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
          HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
          WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
          CO., HAS AN INTEREST HEREIN.

          [LEGEND IF SECURITY IS A REGULATION S GLOBAL SECURITY]

          THIS SECURITY IS A REGULATION S GLOBAL SECURITY WITHIN THE
          MEANING OF THE INDENTURE REFERRED TO HEREIN. INTERESTS IN
          THIS REGULATION S GLOBAL SECURITY MAY NOT BE OFFERED OR SOLD
          TO A U.S.

                                       38


          PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON PRIOR
          TO THE EXPIRATION OF THE RESTRICTED PERIOD (AS DEFINED IN
          THIS INDENTURE), AND NO TRANSFER OR EXCHANGE OF AN INTEREST
          IN THIS REGULATION S GLOBAL SECURITY MAY BE MADE FOR AN
          INTEREST IN A RULE 144A GLOBAL SECURITY UNTIL AFTER THE
          TERMINATION OF THE RESTRICTED PERIOD OR AS OTHERWISE
          PERMITTED BY LAW AND CONTEMPLATED BY THIS INDENTURE.

                                       39


                         THE JEAN COUTU GROUP (PJC) INC.

                                   ----------

                           7 5/8% SENIOR NOTE DUE 2012

                                                        CUSIP NO. ______________

No. __________   $__________


          The Jean Coutu Group (PJC) Inc., a corporation organized under the
laws of Quebec (herein called the "Company," which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of
____________ United States dollars on August 1, 2012, at the office or agency of
the Company referred to below, and to pay interest thereon from July 30, 2004,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semiannually on February 1 and August 1 in each year,
commencing February 1, 2005 at the rate of 7 5/8% per annum, in United States
dollars, until the principal hereof is paid or duly provided for. Interest shall
be computed on the basis of a 360-day year comprised of twelve 30-day months.

          The Holder of this Initial Security is entitled to the benefits of a
Registration Rights Agreement among the Company, the Guarantors and the Initial
Purchasers, pursuant to which, subject to the terms and conditions thereof, the
Company and the Guarantors are obligated to consummate the Exchange Offer
pursuant to which the Holder of this Security (and the related Guarantees) shall
have the right to exchange this Security (and the related Guarantees) for 7 5/8%
Senior Notes due 2012, and related guarantees (herein called the "Exchange
Securities") in like principal amount as provided therein. In addition, the
Company and the Guarantors have agreed to register the Securities for resale
under the Securities Act through a Shelf Registration Statement under certain
circumstances. The Initial Securities and the Exchange Securities are together
(including related Guarantees) referred to as the "Securities." The Initial
Securities rank PARI PASSU in right of payment with the Exchange Securities. The
interest rate on the Initial Securities may increase pursuant to the terms set
forth in the Registration Rights Agreement.

          The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or any Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be January 15 or July 15 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the interest rate borne by the Initial Securities, to the extent lawful,
shall forthwith cease to be payable to the Holder on such Regular Record Date,
and may either be paid to the Person in whose name this Security (or any
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the
Company, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by the Indenture not inconsistent with the requirements of such exchange, all as
more fully provided in the Indenture.

                                       40


          Payment of the principal of, premium, if any, and interest on, this
Security, and exchange or transfer of the Security, will be made at the office
or agency of the Company in The City of New York maintained for that purpose
(which initially will be the Corporate Trust Office of the Trustee), or at such
other office or agency as may be maintained for such purpose, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; PROVIDED, HOWEVER, that payment
of interest may be made at the option of the Company by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Security Register.

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          This Security is entitled to the benefits of the Guarantees by the
Guarantors of the punctual payment when due and performance of the Indenture
Obligations made in favor of the Trustee for the benefit of the Holders.
Reference is made to Article Thirteen of the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations under the
Guarantees of the Guarantors.

          Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof or by the authenticating agent
appointed as provided in the Indenture by manual signature of an authorized
signatory, this Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.

                                       41


          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the manual or facsimile signature of its authorized officers.

                                         THE JEAN COUTU GROUP (PJC) INC.


                                         By:
                                             ----------------------------------
                                             Name:
                                             Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the 7 5/8% Senior Notes due 2012 referred to in the
within-mentioned Indenture.

                                         THE BANK OF NEW YORK, as Trustee


                                         By:
                                             ----------------------------------
                                             Authorized Signatory

Dated:

                                       42


OPTION OF HOLDER TO ELECT PURCHASE


          If you wish to have this Security purchased by the Company pursuant to
Section 1012 or Section 1014, as applicable, of the Indenture, check the Box:
/ /.

          If you wish to have a portion of this Security purchased by the
Company pursuant to Section 1012 or Section 1014, as applicable, of the
Indenture, state the amount (in original principal amount):

                               $ ____________.


Date:                                        Your Signature:
      --------------------                                   -------------------

(Sign exactly as your name appears on the other side of this Security)


Signature Guarantee:
                     ----------------------------------

[Signature must be guaranteed by an eligible Guarantor Institution (banks,
stockbrokers, savings and loan associations and credit unions) with membership
in an approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

                                       43


                            [FORM OF TRANSFER NOTICE]


          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

- -----------------------------

- -------------------------------------------------------------------------

- -------------------------------------------------------------------------
(Please print or typewrite name and address including zip code of assignee)


- -------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing


- -------------------------------------------------------------------------
attorney to transfer such Security on the books of the Company with full power
of substitution in the premises.

          In connection with any transfer of this Security occurring prior to
the date which is the earlier of the date of an effective Registration Statement
or two years after the issuance of the relevant Securities, the undersigned
confirms that it has not utilized any general solicitation or general
advertising in connection with this Security that:

                                   [Check One]

/ / (a)   this Security is being transferred in compliance with the
          exemption from registration under the Securities Act of 1933 provided
          by Rule 144A thereunder.
                                       or
/ /  (b)  this Security is being transferred other than in accordance with
          (a) above and documents are being furnished which comply with the
          conditions of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee or other Security
Registrar shall not be obligated to register this Security in the name of any
Person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 307 of, and elsewhere
in, the Indenture shall have been satisfied.

Date:
      --------------------

                            -----------------------------------------------
                            NOTICE: The signature to this assignment
                            must correspond with the name as written upon
                            the face of the within-mentioned instrument in every
                            particular, without alteration or any change
                            whatsoever.

                                       44


Signature Guarantee:
                    ---------------------------

[Signature must be guaranteed by an eligible Guarantor Institution (banks,
stockbrokers, savings and loan associations and credit unions) with membership
in an approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

          The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933 and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:
      --------------------

                              --------------------------------------------------
                              NOTICE:  To be executed by an authorized signatory

                                       45


          The form of the face of any Exchange Securities authenticated and
delivered hereunder shall be substantially as follows:

          [LEGEND IF SECURITY IS A GLOBAL SECURITY]

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
          HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
          OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF
          THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT
          IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
          SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
          SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
          SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
          OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
          THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
          PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
          CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
          SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
          HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                       46


                         THE JEAN COUTU GROUP (PJC) INC.

                                   ----------

                           7 5/8% SENIOR NOTE DUE 2012

                                                        CUSIP NO. ______________

No. __________   $_____________________


          The Jean Coutu Group (PJC) Inc., a corporation organized under the
laws of Quebec (herein called the "Company," which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co. or registered assigns, the principal sum of
____________ United States dollars on August 1, 2012, at the office or agency of
the Company referred to below, and to pay interest thereon from July 30, 2004,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semiannually on February 1 and August 1 in each year,
commencing February 1, 2005 at the rate of 7 5/8% per annum, in United States
dollars, until the principal hereof is paid or duly provided for; PROVIDED that
to the extent interest has not been paid or duly provided for with respect to
the Initial Security exchanged for this Exchange Security, interest on this
Exchange Security shall accrue from the most recent Interest Payment Date to
which interest on the Initial Security which was exchanged for this Exchange
Security has been paid or duly provided for. Interest shall be computed on the
basis of a 360-day year comprised of twelve 30-day months.

          This Exchange Security was issued pursuant to the Exchange Offer
pursuant to which the 7 5/8% Senior Notes due 2012, and related Guarantees
(herein called the "Initial Securities") in like principal amount were exchanged
for the Exchange Securities and related Guarantees. The Exchange Securities rank
PARI PASSU in right of payment with the Initial Securities.

          For any period in which the Initial Security exchanged for this
Exchange Security was outstanding, additional interest may be due and owing on
the Initial Security in accordance with the terms of the Registration Rights
Agreement.

          The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or any Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be January 15 or July 15 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the interest rate borne by the Exchange Securities, to the extent lawful,
shall forthwith cease to be payable to the Holder on such Regular Record Date,
and may either be paid to the Person in whose name this Security (or any
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the
Company, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by the Indenture not inconsistent with the requirements of such exchange, all as
more fully provided in the Indenture.

                                       47


          Payment of the principal of, premium, if any, and interest on, this
Security, and exchange or transfer of the Security, will be made at the office
or agency of the Company in The City of New York maintained for such purpose
(which initially will be the Corporate Trust Office of the Trustee), or at such
other office or agency as may be maintained for such purpose, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; PROVIDED, HOWEVER, that payment
of interest may be made at the option of the Company by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Security Register.

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          This Security is entitled to the benefits of the Guarantees by the
Guarantors of the punctual payment when due and performance of the Indenture
Obligations made in favor of the Trustee for the benefit of the Holders.
Reference is made to Article Thirteen of the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations under the
Guarantees of the Guarantors.

          Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof or by the authenticating agent
appointed as provided in the Indenture by manual signature of an authorized
signatory, this Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.

                                       48


          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the manual or facsimile signature of its authorized officers.

                                              THE JEAN COUTU GROUP (PJC) INC.


                                              By:
                                                  ---------------------------
                                                  Name:
                                                  Title:



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the 7 5/8% Senior Notes due 2012 referred to in the
within-mentioned Indenture.

                                              THE BANK OF NEW YORK, as Trustee


                                              By:
                                                  ------------------------------
                                                  Authorized Signatory

Dated:

                                       49


OPTION OF HOLDER TO ELECT PURCHASE

          If you wish to have this Security purchased by the Company pursuant to
Section 1012 or Section 1014, as applicable, of the Indenture, check the Box: [
].

          If you wish to have a portion of this Security purchased by the
Company pursuant to Section 1012 or Section 1014 as applicable, of the
Indenture, state the amount (in original principal amount):

                                 $____________.


Date:                            Your Signature:
      --------------------                       ----------------------------
(Sign exactly as your name appears on the other side of this Security)


Signature Guarantee:
                     -------------------------------

[Signature must be guaranteed by an eligible Guarantor Institution (banks,
stockbrokers, savings and loan associations and credit unions) with membership
in an approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

                                       50


                         FORM OF TRANSFEREE CERTIFICATE


I OR WE ASSIGN AND TRANSFER THIS SECURITY TO:


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


____________________________________________________________________________

____________________________________________________________________________

Print or type name, address and zip code of assignee and irrevocably
appoint_____________________________________________________________________


[Agent], to transfer this Security on the books of the Company. The Agent may
substitute another to act for him.


Dated                                          Signed
      -------------------------                       ------------------------

(Sign exactly as name appears on the other side of this Security)


[Signature must be guaranteed by an eligible Guarantor Institution (banks,
stockbrokers, savings and loan associations and credit unions) with membership
in an approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17 Ad-15]

                                       51


     SECTION 203.  FORM OF REVERSE OF SECURITIES.

          (a)      The form of the reverse of the Initial Securities shall be
substantially as follows:

                         THE JEAN COUTU GROUP (PJC) INC.

                           7 5/8% Senior Note due 2012

          This Security is one of a duly authorized issue of Securities of the
Company designated as its 7 5/8% Senior Notes due 2012 (herein called the
"Initial Securities"), issued under and subject to the terms of an indenture
(herein called the "Indenture") dated as of July 30, 2004, among the Company,
the Guarantors and The Bank of New York, as trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Guarantors, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

          The Company may, from time to time, without notice to or the consent
of the Holders of the Securities, create and issue Additional Securities under
the Indenture ranking equally with the Initial Securities in all respects (or in
all respects other than the payment of interest accruing prior to the issue date
of such Additional Securities or except for the first payment of interest
following the issue date of such Additional Securities), subject to the
limitations described in Section 1008 of the Indenture. Such Additional
Securities will be consolidated and form a single series with the Initial
Securities and have the same terms as to status, redemption or otherwise as the
Initial Securities.

          The Securities are subject to redemption at any time on or after
August 1, 2008, at the option of the Company, in whole or in part, on not less
than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an integral
multiple thereof, at the following Redemption Prices (expressed as percentages
of the principal amount), if redeemed during the 12-month period beginning
August 1 of the years indicated below:



                                                   Redemption
                Year                                  Price
                ----                               ----------
                                                 
                2008                                103.813%
                2009                                101.906%
                2010 and thereafter                 100.000%


of the principal amount, in each case, together with accrued and unpaid
interest, if any, to the Redemption Date (subject to the rights of Holders of
record on relevant record dates to receive interest due on an Interest Payment
Date).

          In addition, at any time prior to August 1, 2007, the Company, at its
option, may use the net proceeds of one or more Equity Offerings to redeem on
one or more occasions up to an aggregate of 35% of the aggregate principal
amount of Securities originally issued under the Indenture at a Redemption Price
equal to 107.625% of the aggregate principal amount of the Securities redeemed,
plus accrued and unpaid interest, if any, to the Redemption Date (subject to the
rights of Holders of record on relevant record dates to receive interest due on
an Interest Payment Date). At least 65% of the initial aggregate principal
amount of Securities must remain outstanding immediately after the

                                       52


occurrence of such redemption. In order to effect this redemption, the Company
must mail a notice of redemption no later than 30 days after the closing of the
related Equity Offering and must complete such redemption within 90 days of the
closing of the Equity Offering.

          The Company will also have the right to redeem the Securities upon
certain tax events as described in Section 1102.

          If less than all the Securities are to be redeemed, the Trustee shall
select the Securities to be redeemed in compliance with the requirements of the
principal national securities exchange, if any, on which the Securities are
listed, or if the Securities are not listed, on a pro rata basis, by lot or by
any other method the Trustee shall deem fair and reasonable. Securities redeemed
in part must be redeemed only in integral multiples of $1,000. Redemption
pursuant to the provisions of Section 1103(b) relating to an Equity Offering
must be made on a pro rata basis or on as nearly a pro rata basis as practicable
(subject to the procedures of DTC or any other depositary).

          Upon the occurrence of a Change of Control, each Holder may require
the Company to purchase such Holder's Securities in whole or in part in integral
multiples of $1,000, at a purchase price in cash in an amount equal to 101% of
the principal amount thereof, plus accrued and unpaid interest, if any, to the
date of purchase, pursuant to a Change of Control Offer in accordance with the
procedures set forth in the Indenture.

          Under certain circumstances described in the Indenture, the Company
will be required to apply the proceeds of Asset Sales to make an offer to repay
the Securities and Pari Passu Indebtedness.

          In the case of any redemption or repurchase of Securities in
accordance with the Indenture, interest installments whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such
Securities of record as of the close of business on the relevant Regular Record
Date or Special Record Date referred to on the face hereof. Securities (or
portions thereof) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after the
Redemption Date.

          In the event of redemption or repurchase of this Security in
accordance with the Indenture in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

          If an Event of Default shall occur and be continuing, the principal
amount of all the Securities may be declared due and payable in the manner and
with the effect provided in the Indenture.

          The Indenture contains provisions for defeasance at any time of (a)
the entire Indebtedness on the Securities and (b) certain restrictive covenants
and related Defaults and Events of Default, in each case, upon compliance with
certain conditions set forth therein.

          The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders and certain amendments
which require the consent of all the Holders) as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the Guarantors and the rights of the Holders under the Indenture and the
Securities and the Guarantees at any time by the Company and the Trustee with
the consent of the

                                       53


Holders of at least a majority in aggregate principal amount of the Securities
at the time Outstanding. The Indenture also contains provisions permitting, with
certain exceptions (including certain waivers which require the consent of all
of the Holders) as therein provided, the Holders of at least a majority in
aggregate principal amount of the Securities at the time Outstanding, on behalf
of the Holders of all the Securities, to waive compliance by the Company and the
Guarantors with certain provisions of the Indenture and the Securities and the
Guarantees and certain past Defaults under the Indenture and the Securities and
the Guarantees and their consequences. Any such consent or waiver by or on
behalf of the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this
Security.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, any
Guarantor or any other obligor on the Securities (in the event such Guarantor or
such other obligor is obligated to make payments in respect of the Securities),
which is joint and several, full, absolute and unconditional, to pay the
principal of, premium, if any, and interest on, this Security at the times,
place, and rate, and in the coin or currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or its attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

          Certificated securities may not be transferred to beneficial holders
in exchange for their beneficial interests in the Rule 144A Global Securities,
the Regulation S Global Securities or the IAI Global Securities unless (i) the
Depositary (A) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) has ceased to be a
clearing agency registered as such under the Exchange Act, and in either case
the Company fails to appoint a successor Depositary within 90 days, (ii) the
Company, at its option, notifies the Trustee in writing that it elects to cause
the issuance of the Securities in certificated form or (iii) there shall have
occurred and be continuing an Event of Default or any event which after notice
or lapse of time or both would be an Event of Default with respect to such
Global Security. Upon any such issuance, the Trustee is required to register
such certificated Initial Securities in the name of, and cause the same to be
delivered to, such Person or Persons (or the nominee of any thereof). All such
certificated Initial Securities would be required to include the Private
Placement Legend unless the Legend is not required by applicable law.

          Initial Securities in certificated form are issuable only in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Initial Securities are exchangeable for a
like aggregate principal amount of Securities of a differing authorized
denomination, as requested by the Holder surrendering the same.

                                       54


          At any time when the Company is not subject to Sections 13 or 15(d) of
the Exchange Act, upon the written request of a Holder of an Initial Security,
the Company will promptly furnish or cause to be furnished such information as
is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any
successor provision thereto) to such Holder or to a prospective purchaser of
such Initial Security who such Holder informs the Company is reasonably believed
to be a "Qualified Institutional Buyer" within the meaning of Rule 144A under
the Securities Act in order to permit compliance by such Holder with Rule 144A
under the Securities Act.

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Security for registration of
transfer, the Company, any Guarantor, the Trustee and any agent of the Company,
any Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, any Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

          THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES
THEREOF.

          All terms used in this Security which are defined in the Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

          (b)      The form of the reverse of the Exchange Securities shall be
substantially as follows:

                         THE JEAN COUTU GROUP (PJC) INC.

                           7 5/8% Senior Note due 2012

          This Security is one of a duly authorized issue of Securities of the
Company designated as its 7 5/8% Senior Notes due 2012 (herein called the
"Exchange Securities"), issued under and subject to the terms of an indenture
(herein called the "Indenture") dated as of July 30, 2004, among the Company,
the Guarantors and The Bank of New York, as trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Guarantors, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

          The Company may, from time to time, without notice to or the consent
of the Holders of the Securities, create and issue Additional Securities under
the Indenture ranking equally with the Initial Securities in all respects (or in
all respects other than the payment of interest accruing prior to the issue date
of such Additional Securities or except for the first payment of interest
following the issue date of such Additional Securities), subject to the
limitations described in Section 1008 of the Indenture. Such Additional
Securities will be consolidated and form a single series with the Initial
Securities and have the same terms as to status, redemption or otherwise as the
Initial Securities.

                                       55


          The Securities are subject to redemption at any time on or after
August 1, 2008, at the option of the Company, in whole or in part, on not less
than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an integral
multiple thereof, at the following Redemption Prices (expressed as percentages
of the principal amount), if redeemed during the 12-month period beginning
August 1 of the years indicated below:



                                                   Redemption
                Year                                  Price
                ----                               ----------
                                                 
                2008                                103.813%
                2009                                101.906%
                2010 and thereafter                 100.000%


of the principal amount, in each case, together with accrued and unpaid
interest, if any, to the Redemption Date (subject to the rights of Holders of
record on relevant record dates to receive interest due on an Interest Payment
Date).

          In addition, at any time prior to August 1, 2007, the Company, at its
option, may use the net proceeds of one or more Equity Offerings to redeem on
one or more occasions up to an aggregate of 35% of the aggregate principal
amount of Securities originally issued under this Indenture at a Redemption
Price equal to 107.625% of the aggregate principal amount of the Securities
redeemed, plus accrued and unpaid interest, if any, to the Redemption Date
(subject to the rights of Holders of record on relevant record dates to receive
interest due on an Interest Payment Date). At least 65% of the initial aggregate
principal amount of Securities must remain outstanding immediately after the
occurrence of such redemption. In order to effect this redemption, the Company
must mail a notice of redemption no later than 30 days after the closing of the
related Equity Offering and must complete such redemption within 90 days of the
closing of the Equity Offering.

          The Company will also have the right to redeem the Securities upon
certain tax events as described in Section 1102.

          If less than all the Securities are to be redeemed, the Trustee shall
select the Securities or portions thereof to be redeemed in compliance with the
requirements of the principal national security exchange, if any, on which the
Securities are listed, or if the Securities are not listed, on a pro rata basis,
by lot or by any other method the Trustee shall deem fair and reasonable.
Securities redeemed in part must be redeemed only in integral multiples of
$1,000. Redemption pursuant to the provisions of Section 1103(b) relating to an
Equity Offering must be made on a pro rata basis or on as nearly a pro rata
basis as practicable (subject to the procedures of DTC or any other depositary).

          Upon the occurrence of a Change of Control, each Holder may require
the Company to purchase such Holder's Securities in whole or in part in integral
multiples of $1,000, at a purchase price in cash in an amount equal to 101% of
the principal amount thereof, plus accrued and unpaid interest, if any, to the
date of purchase, pursuant to a Change of Control Offer in accordance with the
procedures set forth in the Indenture.

          Under certain circumstances described in the Indenture, the Company
will be required to apply the proceeds of Asset Sales to make an offer to repay
the Securities and Pari Passu Indebtedness.

                                       56


          In the case of any redemption or repurchase of Securities in
accordance with the Indenture, interest installments whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such
Securities of record as of the close of business on the relevant Regular Record
Date or Special Record Date referred to on the face hereof. Securities (or
portions thereof) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after the
Redemption Date.

          In the event of redemption or repurchase of this Security in
accordance with the Indenture in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

          If an Event of Default shall occur and be continuing, the principal
amount of all the Securities may be declared due and payable in the manner and
with the effect provided in the Indenture.

          The Indenture contains provisions for defeasance at any time of (a)
the entire Indebtedness on the Securities and (b) certain restrictive covenants
and related Defaults and Events of Default, in each case upon compliance with
certain conditions set forth therein.

          The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders and certain amendments
which require the consent of all the Holders) as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the Guarantors and the rights of the Holders under the Indenture and the
Securities and the Guarantees at any time by the Company and the Trustee with
the consent of the Holders of at least a majority in aggregate principal amount
of the Securities at the time Outstanding. The Indenture also contains
provisions permitting, with certain exceptions (including certain waivers which
require the consent of all of the Holders) as therein provided, the Holders of
at least a majority in aggregate principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all the Securities, to waive compliance
by the Company and the Guarantors with certain provisions of the Indenture and
the Securities and the Guarantees and certain past Defaults under the Indenture
and the Securities and the Guarantees and their consequences. Any such consent
or waiver by or on behalf of the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon
this Security.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, any
Guarantor or any other obligor on the Securities (in the event such Guarantor or
such other obligor is obligated to make payments in respect of the Securities),
which is joint and several, full, absolute and unconditional, to pay the
principal of, and premium, if any, and interest on, this Security at the times,
place, and rate, and in the coin or currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or its attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized

                                       57


denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

          Certificated securities may not be transferred to beneficial holders
in exchange for their beneficial interests in the Exchange Securities unless (i)
the Depositary (A) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) has ceased to be a
clearing agency registered as such under the Exchange Act, and in either case
the Company fails to appoint a successor Depositary within 90 days, (ii) the
Company, at its option, notifies the Trustee in writing that it elects to cause
the issuance of the Securities in certificated form or (iii) there shall have
occurred and be continuing an Event of Default or any event which after notice
or lapse of time or both would be an Event of Default with respect to such
Global Security. Upon any such issuance, the Trustee is required to register
such certificated Exchange Securities in the name of, and cause the same to be
delivered to, such Person or Persons (or the nominee of any thereof).

          Exchange Securities in certificated form are issuable only in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Exchange Securities are exchangeable for a
like aggregate principal amount of Securities of a differing authorized
denomination, as requested by the Holder surrendering the same.

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Security for registration of
transfer, the Company, any Guarantor, the Trustee and any agent of the Company,
any Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, any Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

          THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.

          All terms used in this Security which are defined in the Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

     SECTION 204.  FORM OF GUARANTEE.

          The form of Guarantee shall be set forth on the Securities (including
both Initial Securities and Exchange Securities) substantially as follows:

                                    GUARANTEE

          For value received, each of the undersigned hereby absolutely, fully
and unconditionally and irrevocably guarantees, jointly and severally with each
other Guarantor, to the holder of this Security the payment of principal of,
premium, if any, and interest on this Security upon which these Guarantees are
endorsed in the amounts and at the time when due and payable whether by
declaration thereof, or otherwise, and interest on the overdue principal and
interest, if any, of this Security, if lawful, and the payment or performance of
all other obligations of the Company under the

                                       58


Indenture or the Securities, to the holder of this Security and the Trustee, all
in accordance with and subject to the terms and limitations of this Security and
Article Thirteen of the Indenture. This Guarantee will not become effective
until the Trustee duly executes the certificate of authentication on this
Security. These Guarantees shall be governed by and construed in accordance with
the laws of the State of New York, without regard to conflict of law principles
thereof.

                                       59


Dated:

                               [NAME OF GUARANTOR]


                               By:
                                   ---------------------------------------
                                     Name:
                                     Title:


                                  ARTICLE THREE

                                 THE SECURITIES

     SECTION 301.  TITLE AND TERMS.

          The initial aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is $350,000,000 in principal
amount of Securities, except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1012, 1014 or 1110.
Notwithstanding the foregoing, the Company may, from time to time, without
notice to or the consent of the Holders of Securities, create and issue an
unlimited amount of Additional Securities under this Indenture ranking equally
with the Initial Securities in all respects (or in all respects other than the
payment of interest accruing prior to the issue date of such Additional
Securities or except for the first payment of interest following the issue date
of such Additional Securities), subject to the limitations described in Section
1008 hereof. Such Additional Securities will be consolidated and form a single
series with the Initial Securities and have the same terms as to status,
redemption or otherwise as the Initial Securities.

          The Securities shall be known and designated as the "7 5/8% Senior
Notes due 2012" of the Company. The Stated Maturity of the Securities shall be
August 1, 2012, and the Securities shall each bear interest at the rate of 7
5/8% per annum, as such interest rate may be adjusted as set forth in the
Securities, from July 30, 2004, or from the most recent Interest Payment Date to
which interest has been paid, payable semiannually on February 1 and August 1 in
each year, commencing February 1, 2005, until the principal thereof is paid or
duly provided for. Interest on any overdue principal, interest (to the extent
lawful) or premium, if any, shall be payable on demand.

          The principal of, premium, if any, and interest on, the Securities
shall be payable and the Securities shall be exchangeable and transferable at an
office or agency of the Company in The City of New York maintained for such
purposes (which initially will be the Corporate Trust Office of the Trustee);
PROVIDED, HOWEVER, that payment of interest may be made at the option of the
Company by check mailed to addresses of the Persons entitled thereto as shown on
the Security Register.

          For all purposes hereunder, the Initial Securities and the Exchange
Securities will be treated as one class and are together referred to as the
"Securities." The Initial Securities rank PARI PASSU in right of payment with
the Exchange Securities.

                                       60


          The Securities shall be subject to repurchase by the Company pursuant
to an Offer as provided in Section 1012.

          Holders shall have the right to require the Company to purchase their
Securities, in whole or in part, in the event of a Change of Control pursuant to
Section 1014.

          The Securities shall be redeemable as provided in Article Eleven and
in the Securities.

          At the election of the Company, the entire Indebtedness on the
Securities or certain of the Company's obligations and covenants and certain
Events of Default thereunder may be defeased as provided in Article Four.

     SECTION 302.  DENOMINATIONS.

          The Securities shall be issuable only in fully registered form without
coupons and only in denominations of $1,000 and any integral multiple thereof.

     SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

          The Securities shall be executed on behalf of the Company by one of
its Chairman of the Board, its President, its Chief Executive Officer, its Chief
Financial Officer or one of its Vice Presidents. The signatures of any of these
officers on the Securities may be manual or facsimile.

          Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee (with Guarantees endorsed thereon if required pursuant to the
provisions of this Indenture) for authentication, together with a Company Order
for the authentication and delivery of such Securities; and the Trustee in
accordance with such Company Order shall authenticate and deliver such
Securities as provided in this Indenture and not otherwise.

          Each Security shall be dated the date of its authentication.

          No Security or Guarantee endorsed thereon shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in
the form provided for herein duly executed by the Trustee by manual signature of
an authorized signatory, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Indenture.

          In case the Company or any Guarantor, pursuant to Article Eight,
shall, in a single transaction or through a series of related transactions, be
consolidated or merged with or into any other Person or shall sell, assign,
convey, transfer, lease or otherwise dispose of all or substantially all of its
properties and assets to any Person, and the successor Person resulting from
such consolidation or surviving such merger, or into which the Company or such
Guarantor shall have been merged, or the successor Person which shall have
participated in the sale, assignment, conveyance, transfer, lease or

                                       61


other disposition as aforesaid, shall have executed an indenture supplemental
hereto with the Trustee pursuant to Article Eight, any of the Securities
authenticated or delivered prior to such consolidation, merger, sale,
assignment, conveyance, transfer, lease or other disposition may, from time to
time, at the request of the successor Person, be exchanged for other Securities
executed in the name of the successor Person with such changes in phraseology
and form as may be appropriate, but otherwise in substance of like tenor as the
Securities surrendered for such exchange and of like principal amount; and the
Trustee, upon the request of the successor Person, shall authenticate and
deliver Securities as specified in such request for the purpose of such
exchange. If Securities shall at any time be authenticated and delivered in any
new name of a successor Person pursuant to this Section 303 in exchange or
substitution for or upon registration of transfer of any Securities, such
successor Person, at the option of the Holders but without expense to them,
shall provide for the exchange of all Securities at the time Outstanding for
Securities authenticated and delivered in such new name.

          The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities on behalf of the Trustee. Unless limited by
the terms of such appointment, an authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Security Registrar or Paying
Agent to deal with the Company and the Guarantors.

     SECTION 304.  TEMPORARY SECURITIES.

          Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as conclusively evidenced by their
execution of such Securities.

          If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 1002,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

     SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

          The Company shall cause the Trustee to keep, so long as it is the
Security Registrar, at the Corporate Trust Office of the Trustee, or such other
office as the Trustee may designate, a register (the register maintained in such
office or in any other office or agency designated pursuant to Section 1002
being herein sometimes referred to as the "Security Register") in which, subject
to such reasonable regulations as the Security Registrar may prescribe, the
Company shall provide for the registration of Securities and of transfers of
Securities. The Company hereby appoints Trustee to initially be the "Security
Registrar" for the purpose of registering Securities and transfers of Securities

                                       62


as herein provided. The Company may change the Security Registrar or appoint one
or more co-Security Registrars with notice to the Trustee.

          Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated pursuant to Section 1002, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of the same
series of any authorized denomination or denominations, of a like aggregate
principal amount.

          Furthermore, any Holder of the Global Security shall, by acceptance of
such Global Security, agree that transfers of beneficial interests in such
Global Security may be effected only through a book-entry system maintained by
the Holder of such Global Security (or its agent), and that ownership of a
beneficial interest in a Security shall be required to be reflected in a book
entry.

          At the option of the Holder, Securities of any authorized denomination
or denominations may be exchanged for other Securities of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver,
Securities of the same series which the Holder making the exchange is entitled
to receive; PROVIDED that no exchange of Initial Securities for Exchange
Securities shall occur until an Exchange Offer Registration Statement shall have
been declared effective by the Commission and the Exchange Offer shall have
expired; and PROVIDED, FURTHER, HOWEVER that the Initial Securities exchanged
for the Exchange Securities shall be canceled.

          All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
Indebtedness, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

          Every Security presented or surrendered for registration of transfer,
or for exchange, repurchase or redemption, shall (if so required by the Company
or the Trustee) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.

          No service charge shall be made to a Holder for any registration of
transfer, exchange or redemption of Securities, except for any tax or other
governmental charge that may be imposed in connection therewith, other than
exchanges pursuant to Sections 303, 304, 305, 308, 906, 1012, 1014 or 1110 not
involving any transfer.

          The Company shall not be required (a) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the mailing of a notice of redemption of the Securities selected
for redemption under Section 1104 and ending at the close of business on the day
of such mailing or (b) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
Securities being redeemed in part.

          Every Security shall be subject to the restrictions on transfer
provided in the legend required to be set forth on the face of each Security
pursuant to Section 202, and the restrictions set

                                       63


forth in this Section 305, and the Holder of each Security, by such Holder's
acceptance thereof (or interest therein), agrees to be bound by such
restrictions on transfer.

          Except as provided in Section 306(b) hereof, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, any Global Security, whether pursuant to this Section 305,
Section 304, 308, 906 or 1110 or otherwise, shall also be a Global Security and
bear the legend specified in Section 202.

     SECTION 306.  BOOK ENTRY PROVISIONS FOR GLOBAL SECURITIES.

          (a)      Each Global Security initially shall (i) be registered in the
name of the Depositary for such Global Security or the nominee of such
Depositary, (ii) be deposited with, or on behalf of, the Depositary or with the
Trustee as custodian for such Depositary and (iii) bear legends as set forth in
Section 202.

          Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under such
Global Security, and the Depositary may be treated by the Company, the
Guarantors, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Guarantors, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or shall impair, as between the Depositary and its Agent Members,
the operation of customary practices governing the exercise of the rights of a
Holder of any Security.

          (b)      Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (i) such Depositary (A) has notified the Company that it
is unwilling or unable to continue as Depositary for such Global Security or (B)
has ceased to be a clearing agency registered as such under the Exchange Act,
and in either case the Company fails to appoint a successor Depositary within 90
days, (ii) the Company, at its option, executes and delivers to the Trustee a
Company Order stating that it elects to cause the issuance of the Securities in
certificated form and that all Global Securities shall be exchanged in whole for
Securities that are not Global Securities (in which case such exchange shall be
effected by the Trustee) or (iii) there shall have occurred and be continuing an
Event of Default or any event which after notice or lapse of time or both would
be an Event of Default with respect to such Global Security.

          (c)      If any Global Security is to be exchanged for other
Securities or canceled in whole, it shall be surrendered by or on behalf of the
Depositary or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation as provided in this Article Three. If any Global Security is to be
exchanged for other Securities or canceled in part, or if another Security is to
be exchanged in whole or in part for a beneficial interest in any Global
Security, then either (i) such Global Security shall be so surrendered for
exchange or cancellation as provided in this Article Three or (ii) the principal
amount thereof shall be reduced or increased by an amount equal to the portion
thereof to be so exchanged or canceled, or equal to the principal amount of such
other Security to be so exchanged for a beneficial interest therein, as the case
may be, by means of an appropriate adjustment made on the records of the
Trustee, as Security Registrar, whereupon the Trustee, in accordance with the
Applicable Procedures, shall instruct the Depositary or its authorized
representative to make a

                                       64


corresponding adjustment to its records. Upon any such surrender or adjustment
of a Global Security, the Trustee shall, subject to this Section 306(c) and as
otherwise provided in this Article Three, authenticate and deliver any
Securities issuable in exchange for such Global Security (or any portion
thereof) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative. Upon the request
of the Trustee in connection with the occurrence of any of the events specified
in the preceding paragraph, the Company shall promptly make available to the
Trustee a reasonable supply of Securities that are not in the form of Global
Securities. The Trustee shall be entitled to rely upon any order, direction or
request of the Depositary or its authorized representative which is given or
made pursuant to this Article Three if such order, direction or request is given
or made in accordance with the Applicable Procedures.

          (d)      Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Article Three or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

          (e)      The Depositary or its nominee, as registered owner of a
Global Security, shall be the Holder of such Global Security for all purposes
under this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or its Agent Members.

     SECTION 307.  SPECIAL TRANSFER AND EXCHANGE PROVISIONS.

          (a)      CERTAIN TRANSFERS AND EXCHANGES. Transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 307 shall be made only in accordance with this Section 307 and
subject in each case to the Applicable Procedures.

                   (i)    RULE 144A GLOBAL SECURITY TO REGULATION S GLOBAL
     SECURITY. If the owner of a beneficial interest in the Rule 144A Global
     Security wishes at any time to transfer such interest to a Person who
     wishes to acquire the same in the form of a beneficial interest in the
     Regulation S Global Security, such transfer may be effected only in
     accordance with the provisions of this paragraph and paragraph (viii) below
     and subject to the Applicable Procedures. Upon receipt by the Trustee, as
     Security Registrar, of (a) an order given by the Depositary or its
     authorized representative directing that a beneficial interest in the
     Regulation S Global Security in a specified principal amount be credited to
     a specified Agent Member's account and that a beneficial interest in the
     Rule 144A Global Security in an equal principal amount be debited from
     another specified Agent Member's account and (b) a Regulation S Certificate
     in the form of Exhibit A hereto, satisfactory to the Trustee and duly
     executed by the owner of such beneficial interest in the Rule 144A Global
     Security or his attorney duly authorized in writing, then the Trustee, as
     Security Registrar but subject to paragraph (viii) below, shall reduce the
     principal amount of the Rule 144A Global Security and increase the
     principal amount of the Regulation S Global Security by such specified
     principal amount as provided in Section 306(c).

                   (ii)   RULE 144A GLOBAL SECURITY TO IAI GLOBAL SECURITY. If
     the owner of a beneficial interest in the Rule 144A Global Security wishes
     at any time to transfer such interest

                                       65


     to a Person who wishes to acquire the same in the form of a beneficial
     interest in the IAI Global Security, such transfer may be effected only in
     accordance with the provisions of this paragraph and subject to the
     Applicable Procedures. Upon receipt by the Trustee, as Security Registrar,
     of (a) an order given by the Depositary or its authorized representative
     directing that a beneficial interest in the IAI Global Security in a
     specified principal amount be credited to a specified Agent Member's
     account and that a beneficial interest in the Rule 144A Global Security in
     an equal principal amount be debited from another specified Agent Member's
     account and (b) an Institutional Accredited Investor Certificate in the
     form of Exhibit C hereto, satisfactory to the Trustee, then the Trustee, as
     Security Registrar, shall reduce the principal amount of the Rule 144A
     Global Security and increase the principal amount of the IAI Global
     Security by such specified principal amount as provided in Section 306(c).

                   (iii)  REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL
     SECURITY. If the owner of a beneficial interest in the Regulation S Global
     Security wishes at any time to transfer such interest to a Person who
     wishes to acquire the same in the form of a beneficial interest in the Rule
     144A Global Security, such transfer may be effected only in accordance with
     this paragraph and subject to the Applicable Procedures. Upon receipt by
     the Trustee, as Security Registrar, of (a) an order given by the Depositary
     or its authorized representative directing that a beneficial interest in
     the Rule 144A Global Security in a specified principal amount be credited
     to a specified Agent Member's account and that a beneficial interest in the
     Regulation S Global Security in an equal principal amount be debited from
     another specified Agent Member's account and (b) if such transfer is to
     occur during the Restricted Period, a Restricted Securities Certificate in
     the form of Exhibit B hereto, satisfactory to the Trustee and duly executed
     by the owner of such beneficial interest in the Regulation S Global
     Security or his attorney duly authorized in writing, then the Trustee, as
     Security Registrar, shall reduce the principal amount of the Regulation S
     Global Security and increase the principal amount of the Rule 144A Global
     Security by such specified principal amount as provided in Section 306(c).

                   (iv)   REGULATION S GLOBAL SECURITY TO IAI GLOBAL SECURITY.
     If the owner of a beneficial interest in the Regulation S Global Security
     wishes at any time to transfer such interest to a Person who wishes to
     acquire the same in the form of a beneficial interest in the IAI Global
     Security, such transfer may be effected only in accordance with this
     paragraph and subject to the Applicable Procedures. Upon receipt by the
     Trustee, as Security Registrar, of (a) an order given by the Depositary or
     its authorized representative directing that a beneficial interest in the
     IAI Global Security in a specified principal amount be credited to a
     specified Agent Member's account and that a beneficial interest in the
     Regulation S Global Security in an equal principal amount be debited from
     another specified Agent Member's account and (b) if such transfer is to
     occur during the Restricted Period, an Institutional Accredited Investor
     Certificate in the form of Exhibit C hereto, satisfactory to the Trustee,
     then the Trustee, as Security Registrar, shall reduce the principal amount
     of the Regulation S Global Security and increase the principal amount of
     the IAI Global Security by such specified principal amount as provided in
     Section 306(c).

                   (v)    IAI GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY.
     If the owner of a beneficial interest in the IAI Global Security wishes at
     any time to transfer such interest to a Person who wishes to acquire the
     same in the form of a beneficial interest in the Regulation S Global
     Security, such transfer may be effected only in accordance with the
     provisions of this paragraph and paragraph (viii) below and subject to the
     Applicable Procedures. Upon receipt by the Trustee, as Security Registrar,
     of (a) an order given by the Depositary or its authorized

                                       66


     representative directing that a beneficial interest in the IAI Global
     Security in a specified principal amount be credited to a specified Agent
     Member's account and that a beneficial interest in the IAI Global Security
     in an equal principal amount be debited from another specified Agent
     Member's account and (b) a Regulation S Certificate in the form of Exhibit
     A hereto, satisfactory to the Trustee and duly executed by the owner of
     such beneficial interest in the IAI Global Security or his attorney duly
     authorized in writing, then the Trustee, as Security Registrar but subject
     to paragraph (viii) below, shall reduce the principal amount of the IAI
     Global Security and increase the principal amount of the Regulation S
     Global Security by such specified principal amount as provided in Section
     306(c).

                   (vi)   IAI GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY. If
     the owner of a beneficial interest in the IAI Global Security wishes at any
     time to transfer such interest to a Person who wishes to acquire the same
     in the form of a beneficial interest in the Rule 144A Global Security, such
     transfer may be effected only in accordance with this paragraph and subject
     to the Applicable Procedures. Upon receipt by the Trustee, as Security
     Registrar, of (a) an order given by the Depositary or its authorized
     representative directing that a beneficial interest in the Rule 144A Global
     Security in a specified principal amount be credited to a specified Agent
     Member's account and that a beneficial interest in the IAI Global Security
     in an equal principal amount be debited from another specified Agent
     Member's account and (b) if such transfer is to occur during the Restricted
     Period, a Restricted Securities Certificate in the form of Exhibit B
     hereto, satisfactory to the Trustee and duly executed by the owner of such
     beneficial interest in the IAI Global Security or his attorney duly
     authorized in writing, then the Trustee, as Security Registrar, shall
     reduce the principal amount of the IAI Global Security and increase the
     principal amount of the Rule 144A Global Security by such specified
     principal amount as provided in Section 306(c).

                   (vii)  EXCHANGES BETWEEN GLOBAL SECURITY AND NON-GLOBAL
     SECURITY. A beneficial interest in a Global Security may be exchanged for a
     Security that is not a Global Security as provided in Section 307(b);
     PROVIDED that, if such interest is a beneficial interest in the Rule 144A
     Global Security, or if such interest is a beneficial interest in the IAI
     Global Security, or if such interest is a beneficial interest in the
     Regulation S Global Security and such exchange is to occur during the
     Restricted Period, then such interest shall bear the Private Placement
     Legend (subject in each case to Section 307(b)).

                   (viii) REGULATION S GLOBAL SECURITY TO BE HELD THROUGH
     EUROCLEAR OR CLEARSTREAM DURING RESTRICTED PERIOD. The Company shall use
     its best efforts to cause the Depositary to ensure that, until the
     expiration of the Restricted Period, beneficial interests in the Regulation
     S Global Security may be held only in or through accounts maintained at the
     Depositary by Euroclear or Clearstream (or by Agent Members acting for the
     account thereof), and no person shall be entitled to effect any transfer or
     exchange that would result in any such interest being held otherwise than
     in or through such an account; PROVIDED that this paragraph (viii) shall
     not prohibit any transfer or exchange of such an interest in accordance
     with paragraph (ii) above.

          (b)      PRIVATE PLACEMENT LEGENDS. Rule 144A Global Securities and
their Successor Securities, IAI Global Securities and their Successor Securities
and Regulation S Global Securities and their Successor Securities shall bear a
Private Placement Legend, subject to the following:

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                   (i)    subject to the following clauses of this Section
     307(b), a Security or any portion thereof which is exchanged, upon transfer
     or otherwise, for a Global Security or any portion thereof shall bear the
     Private Placement Legend borne by such Global Security while represented
     thereby;

                   (ii)   subject to the following clauses of this Section
     307(b) herein, a new Security which is not a Global Security and is issued
     in exchange for another Security (including a Global Security) or any
     portion thereof, upon transfer or otherwise, shall bear the Private
     Placement Legend borne by such other Security;

                   (iii)  all Securities sold or otherwise disposed of pursuant
     to an effective registration statement under the Securities Act, together
     with their respective Successor Securities, shall not bear a Private
     Placement Legend;

                   (iv)   at any time after the Securities may be freely
     transferred without registration under the Securities Act or without being
     subject to transfer restrictions pursuant to the Securities Act, a new
     Security which does not bear a Private Placement Legend may be issued in
     exchange for or in lieu of a Security (other than a Global Security) or any
     portion thereof which bears such a legend if the Trustee has received an
     Unrestricted Securities Certificate substantially in the form of Exhibit D
     hereto, satisfactory to the Trustee and duly executed by the Holder of such
     legended Security or his attorney duly authorized in writing, and after
     such date and receipt of such certificate, the Trustee shall authenticate
     and deliver such a new Security in exchange for or in lieu of such other
     Security as provided in this Article Three;

                   (v)    a new Security which does not bear a Private Placement
     Legend may be issued in exchange for or in lieu of a Security (other than a
     Global Security) or any portion thereof which bears such a legend if, in
     the Company's judgment, placing such a legend upon such new Security is not
     necessary to ensure compliance with the registration requirements of the
     Securities Act, and the Trustee, at the direction of the Company, shall
     authenticate and deliver such a new Security as provided in this Article
     Three; and

                   (vi)   notwithstanding the foregoing provisions of this
     Section 307(b), a Successor Security of a Security that does not bear a
     particular form of Private Placement Legend shall not bear such form of
     legend unless the Company has reasonable cause to believe that such
     Successor Security is a "restricted security" within the meaning of Rule
     144, in which case the Trustee, at the direction of the Company, shall
     authenticate and deliver a new Security bearing a Private Placement Legend
     in exchange for such Successor Security as provided in this Article Three.

          By its acceptance of any Security bearing the Private Placement
Legend, each Holder of such a Security acknowledges the restrictions on transfer
of such Security set forth in this Indenture and in the Private Placement Legend
and agrees that it will transfer such Security only as provided in this
Indenture. Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States Federal or state securities law.

                                       68


          The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Participants or
beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

          The Security Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 306 or this Section
307. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Security Registrar.

     SECTION 308.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

          If (a) any mutilated Security is surrendered to the Trustee, or (b)
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company, any Guarantor and the Trustee, such security or indemnity, in each
case, as may be required by them to save each of them harmless, then, in the
absence of notice to the Company, any Guarantor or the Trustee that such
Security has been acquired by a BONA FIDE or protected purchaser, the Company
shall execute and upon a Company Request the Trustee shall authenticate and
deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security, a replacement Security of like tenor and
principal amount, bearing a number not contemporaneously outstanding and each
Guarantor shall execute a replacement Guarantee.

          In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a replacement Security, pay such Security.

          Upon the issuance of any replacement Securities under this Section
308, the Company may require the payment of a sum sufficient to pay all
documentary, stamp or similar issue or transfer taxes or other governmental
charges that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.

          Every replacement Security and Guarantee issued pursuant to this
Section 308 in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company and any Guarantor,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all benefits of this Indenture
equally and proportionately with any and all other Securities duly issued
hereunder.

          The provisions of this Section 308 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

     SECTION 309.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

          Interest on any Security which is payable, and is punctually paid or
duly provided for, on the Stated Maturity of such interest shall be paid to the
Person in whose name the Security (or any

                                       69


Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest payment.

          Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on an Interest Payment Date, and interest on such
defaulted interest at the then applicable interest rate borne by the Securities,
to the extent lawful (such defaulted interest and interest thereon herein
collectively called "Defaulted Interest"), shall forthwith cease to be payable
to the Holder on the Regular Record Date; and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in subsection (a)
or (b) below:

          (a)      The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities (or any relevant
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security and the date
of the proposed payment (the "Special Payment Date"), and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the Special
Payment Date, such money when deposited to be held in trust for the benefit of
the Persons entitled to such Defaulted Interest as in this subsection (a)
provided. Thereupon the Company shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 20 days and not less
than 15 days prior to the date of the Special Payment Date and not less than 15
days after the receipt by the Trustee of the notice of the proposed payment. The
Company shall promptly notify the Trustee in writing of such Special Record
Date. In the name and at the expense of the Company, the Trustee shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be mailed, first-class postage prepaid, to each Holder at its
address as it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date and Special Payment Date therefor having
been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Securities are registered on such Special Record Date and shall no
longer be payable pursuant to the following subsection (b).

          (b)      The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by this Indenture not inconsistent with the requirements of such
exchange, if, after written notice given by the Company to the Trustee of the
proposed payment pursuant to this subsection (b), such payment shall be deemed
practicable by the Trustee.

          Subject to the foregoing provisions of this Section 309, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     SECTION 310.  CUSIP NUMBERS.

          The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and the Company, or the Trustee on behalf of the Company,
shall use CUSIP numbers in notices of redemption or exchange as a convenience to
Holders; PROVIDED, however, that any such notice shall

                                       70


state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of redemption
or exchange and that reliance may be placed only on the other identification
numbers printed on the Securities; and PROVIDED FURTHER, HOWEVER, that failure
to use CUSIP numbers in any notice of redemption or exchange shall not affect
the validity or sufficiency of such notice.

     SECTION 311.  PERSONS DEEMED OWNERS.

          Prior to and at the time of due presentment of a Security for
registration of transfer, the Company, any Guarantor, the Trustee and any agent
of the Company, any Guarantor or the Trustee may treat the Person in whose name
any Security is registered as the owner of such Security for the purpose of
receiving payment of principal of, premium, if any, and (subject to Section 309)
interest on, such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and neither the Company, any Guarantor, the Trustee
nor any agent of the Company, any Guarantor or the Trustee shall be affected by
notice to the contrary.

     SECTION 312.  CANCELLATION.

          All Securities surrendered for payment, purchase, redemption,
registration of transfer or exchange shall be delivered to the Trustee and, if
not already canceled, shall be promptly canceled by it. The Company and any
Guarantor may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company or such
Guarantor may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section 312, except as expressly permitted by this Indenture. All
canceled Securities held by the Trustee shall be disposed of by the Trustee,
unless by a Company Order received by the Trustee prior to such disposal, the
Company shall direct that the canceled Securities be returned to it. The Trustee
shall provide the Company a list of all Securities that have been canceled from
time to time as requested by the Company.

     SECTION 313.  COMPUTATION OF INTEREST.

          Interest on the Securities shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.

                                  ARTICLE FOUR

                       DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 401.  COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

          The Company may, at its option by Board Resolution, at any time, with
respect to the Securities, elect to have either Section 402 or Section 403 be
applied to all of the Outstanding Securities (the "Defeased Securities"), upon
compliance with the conditions set forth below in this Article Four.

     SECTION 402.  DEFEASANCE AND DISCHARGE.

          Upon the Company's exercise under Section 401 of the option applicable
to this Section 402, the Company, each Guarantor and any other obligor upon the
Securities, if any, shall be deemed

                                       71


to have been discharged from its obligations with respect to the Defeased
Securities on the date the conditions set forth in Section 404 below are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company, each Guarantor and any other obligor under this Indenture
shall be deemed to have paid and discharged the entire Indebtedness represented
by the Defeased Securities, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 405 and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company and upon Company
Request, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (a) the rights of Holders of Defeased Securities to receive, solely
from the trust fund described in Section 404 and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest
on, such Securities, when such payments are due, (b) the Company's obligations
with respect to such Defeased Securities under Sections 304, 305, 308, 1002 and
1003, (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, including, without limitation, the Trustee's rights under Section
607, and (d) this Article Four. Subject to compliance with this Article Four,
the Company may exercise its option under this Section 402 notwithstanding the
prior exercise of its option under Section 403 with respect to the Securities.

     SECTION 403.  COVENANT DEFEASANCE.

          Upon the Company's exercise under Section 401 of the option applicable
to this Section 403, the Company and each Guarantor shall be released from its
obligations under any covenant or provision contained or referred to in Sections
1005 through 1021, inclusive, and the provisions of Section 801(a), with respect
to the Defeased Securities, on and after the date the conditions set forth in
Section 404 below are satisfied (hereinafter, "covenant defeasance"), and the
Defeased Securities shall thereafter be deemed to be not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to the Defeased
Securities, the Company and each Guarantor may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such Section, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document and such omission
to comply shall not constitute a Default or an Event of Default under Section
501(3), and Defaults or Events of Default under Section 501(4), (5) and (6)
shall cease to apply, but, except as specified above, the remainder of this
Indenture and such Defeased Securities shall be unaffected thereby.

     SECTION 404.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

          The following shall be the conditions to application of either Section
402 or Section 403 to the Defeased Securities:

                   (1)    the Company must irrevocably deposit with the Trustee,
     in trust, for the benefit of the Holders of the Securities, cash or U.S.
     Government Obligations, or a combination thereof, in such amounts as will
     be sufficient, in the opinion of a U.S. or Canadian nationally recognized
     firm of independent public accountants or a U.S. or Canadian nationally
     recognized investment banking firm, to pay and discharge the principal of,
     premium, if any, and interest on, the Outstanding Securities on the Stated
     Maturity of such principal or interest (or on any date after August 1, 2008
     (such date being referred to as the "Defeasance Redemption Date"),

                                       72


     if at or prior to electing either its option applicable to Section 402 or
     its option applicable to Section 403, the Company has delivered to the
     Trustee an irrevocable notice to redeem all of the Outstanding Securities
     on the Defeasance Redemption Date);

                   (2)    in the case of an election under Section 402, the
     Company shall have delivered to the Trustee an Opinion of Independent
     Counsel in the United States stating that (A) the Company has received
     from, or there has been published by, the Internal Revenue Service a ruling
     or (B) since the date of this Indenture, there has been a change in the
     applicable federal income tax law, in either case to the effect that, and
     based thereon such Opinion of Independent Counsel in the United States
     shall confirm that, the Holders and the beneficial owners of the
     Outstanding Securities will not recognize income, gain or loss for U.S.
     federal income tax purposes as a result of such deposit and defeasance and
     will be subject to U.S. federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such defeasance
     had not occurred;

                   (3)    in the case of an election under Section 403, the
     Company shall have delivered to the Trustee an Opinion of Independent
     Counsel in the United States to the effect that the Holders and the
     beneficial owners of the Outstanding Securities will not recognize income,
     gain or loss for U.S. federal income tax purposes as a result of such
     deposit and covenant defeasance and will be subject to U.S. federal income
     tax on the same amounts, in the same manner and at the same times as would
     have been the case if such covenant defeasance had not occurred;

                   (4)    in the case of both defeasance and covenant
     defeasance, the Company shall have delivered to the Trustee an Opinion of
     Independent Counsel in Canada stating that the Company has received from,
     or there has been published by, the Canada Revenue Agency an advance
     ruling, in either case to the effect that, and based thereon such opinion
     shall confirm that, (A) the Holders and the beneficial owners of the
     Outstanding Securities will not recognize income, gain or loss for Canadian
     federal, provincial or territorial income tax or other tax purposes as a
     result of such deposit and defeasance and will be subject to Canadian
     federal, provincial or territorial income tax or other tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if such deposit and defeasance had not occurred (and for the purposes
     of such opinion, such Canadian counsel shall assume that beneficial owners
     of the Securities include beneficial owners who are not resident in Canada)
     and (B) that payments on the Securities will not be subject to any
     deduction or withholding for taxes imposed, assessed or levied by Canada or
     any taxing authority in or of Canada as a result of such deposit and
     defeasance;

                   (5)    no Default or Event of Default shall have occurred and
     be continuing on the date of such deposit or insofar as clause (7) or (8)
     of Section 501 is concerned, at any time during the period ending on the
     91st day after the date of deposit;

                   (6)    such defeasance or covenant defeasance shall not cause
     the Trustee for the Securities to have a conflicting interest as defined in
     this Indenture and for purposes of the Trust Indenture Act with respect to
     any securities of the Company or any Guarantor;

                   (7)    such defeasance or covenant defeasance shall not
     result in a breach or violation of, or constitute a Default under, this
     Indenture or any other material agreement or

                                       73


     instrument to which the Company, any Guarantor or any Restricted Subsidiary
     is a party or by which it is bound;

                   (8)    such defeasance or covenant defeasance shall not
     result in the trust arising from such deposit constituting an investment
     company within the meaning of the Investment Company Act of 1940, as
     amended, unless such trust shall be registered under such Act or exempt
     from registration thereunder;

                   (9)    the Company will have delivered to the Trustee an
     Opinion of Independent Counsel in the United States to the effect that
     (assuming no Holder of the Securities would be considered an insider of the
     Company or any Guarantor under any applicable bankruptcy or insolvency law
     and assuming no intervening bankruptcy or insolvency of the Company or any
     Guarantor between the date of deposit and the 91st day following the
     deposit) after the 91st day following the deposit, the trust funds will not
     be subject to the effect of any applicable bankruptcy, insolvency,
     reorganization or similar laws affecting creditors' rights generally;

                   (10)   the Company shall have delivered to the Trustee an
     Officers' Certificate stating that the deposit was not made by the Company
     with the intent of preferring the holders of the Securities or any
     Guarantee over the other creditors of the Company or any Guarantor with the
     intent of defeating, hindering, delaying or defrauding creditors of the
     Company, any Guarantor or others;

                   (11)   no event or condition shall exist that would prevent
     the Company from making payments of the principal of, premium, if any, and
     interest on the Securities on the date of such deposit or at any time
     ending on the 91st day after the date of such deposit; and

                   (12)   the Company will have delivered to the Trustee an
     Officers' Certificate and an Opinion of Independent Counsel, each stating
     that all conditions precedent to either the defeasance under Section 402 or
     the covenant defeasance under Section 403, as the case may be, have been
     complied with.

          Opinions of Counsel or Opinions of Independent Counsel required to be
delivered under this Section 404 shall be in form and substance reasonably
satisfactory to the Trustee and may have qualifications customary for opinions
of the type required and counsel delivering such opinions may rely as to factual
matters on certificates of the Company or government or other officials
customary for opinions of the type required, which certificates shall be limited
as to matters of fact, including that various financial covenants have been
complied with.

     SECTION 405.  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.

          Subject to the provisions of the last paragraph of Section 1003, all
United States dollars and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 404 in respect of the
Defeased Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (excluding the Company or
any of its Affiliates acting as Paying Agent), as the Trustee may determine, to
the Holders of such Securities of all sums due and to become due

                                       74


thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 404 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
imposed, assessed or for the account of the Holders of the Defeased Securities.

          Anything in this Article Four to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any United States dollars or U.S. Government Obligations held by it as
provided in Section 404 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect defeasance or covenant defeasance under
this Article Four.

     SECTION 406.  REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any United States
dollars or U.S. Government Obligations in accordance with Section 402 or 403, as
the case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this Indenture and the Securities and any
Guarantor's obligations under any Guarantee shall be revived and reinstated,
with present and prospective effect, as though no deposit had occurred pursuant
to Section 402 or 403, as the case may be, until such time as the Trustee or
Paying Agent is permitted to apply all such United States dollars or U.S.
Government Obligations in accordance with Section 402 or 403, as the case may
be; PROVIDED, HOWEVER, that if the Company makes any payment to the Trustee or
Paying Agent of principal of, premium, if any, or interest on any Security
following the reinstatement of its obligations, the Trustee or Paying Agent
shall promptly pay any such amount to the Holders of the Securities and the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the United States dollars and U.S. Government
Obligations held by the Trustee or Paying Agent.

                                  ARTICLE FIVE

                                    REMEDIES

     SECTION 501.  EVENTS OF DEFAULT.

          "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                   (1)    there shall be a default in the payment of any
     interest on any Security when it becomes due and payable, and such default
     shall continue for a period of 30 days;

                   (2)    there shall be a default in the payment of the
     principal of (or premium, if any, on) any Security at its Maturity (upon
     acceleration, optional or mandatory redemption, if any, required repurchase
     or otherwise);

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                   (3)    (a) there shall be a default in the performance,
     or breach, of any covenant or agreement of the Company or any Guarantor
     under the Indenture or any Guarantee (other than a default in the
     performance, or breach, of a covenant or agreement which is specifically
     dealt with in clause (1), (2) or in clause (b), (c), (d) or (e) of this
     clause (3)) and such default or breach shall continue for a period of 30
     days after written notice has been given, by certified mail, (1) to the
     Company by the Trustee or (2) to the Company and the Trustee by the Holders
     of at least 25% in aggregate principal amount of the Outstanding
     Securities; (b) there shall be a default in the performance or breach of
     the provisions described in Article Eight; (c) the Company shall have
     failed to make or consummate an Offer in accordance with the provisions of
     Section 1012 herein; (d) the Company shall have failed to make or
     consummate a Change of Control Offer in accordance with the provisions of
     Section 1014 herein or (e) the Company shall have failed to make or
     consummate an offer to purchase the Securities if the closing of the
     Acquisition is not completed within 10 days of the closing of the sale of
     the Securities;

                   (4)    (a) any default in the payment of the principal,
     premium, if any, or interest on any Indebtedness shall have occurred under
     any of the agreements, indentures or instruments under which the Company,
     any Guarantor or any Restricted Subsidiary then has outstanding
     Indebtedness in excess of $40.0 million when the same shall become due and
     payable in full and such default shall have continued after giving effect
     to any applicable grace period and shall not have been cured or waived and,
     if not already matured at its final maturity in accordance with its terms,
     the holder of such Indebtedness shall have the right to accelerate such
     Indebtedness or (b) an event of default as defined in any of the
     agreements, indentures or instruments described in clause (a) of this
     clause (4) shall have occurred and the Indebtedness thereunder, if not
     already matured at its final maturity in accordance with its terms, shall
     have been accelerated;

                   (5)    any Guarantee shall for any reason cease to be, or
     shall for any reason be asserted in writing by any Guarantor or the Company
     not to be, in full force and effect and enforceable in accordance with its
     terms, except to the extent contemplated by this Indenture and any such
     Guarantee;

                   (6)    one or more judgments, orders or decrees of any court
     or regulatory or administrative agency for the payment of money in excess
     of $40.0 million, either individually or in the aggregate, shall be
     rendered against the Company, any Guarantor or any Subsidiary or any of
     their respective properties and shall not be discharged and either (a) any
     creditor shall have commenced an enforcement proceeding upon such judgment,
     order or decree or (b) there shall have been a period of 60 consecutive
     days during which a stay of enforcement of such judgment or order, by
     reason of an appeal or otherwise, shall not be in effect;

                   (7)    there shall have been the entry by a court of
     competent jurisdiction of (a) a decree or order for relief in respect of
     the Company or any of its Significant Subsidiaries in an involuntary case
     or proceeding under any applicable Bankruptcy Law or (b) a decree or order
     adjudging the Company or any of its Significant Subsidiaries bankrupt or
     insolvent, or seeking reorganization, arrangement, adjustment or
     composition of or in respect of the Company or any of its Significant
     Subsidiaries under any applicable federal or state or provincial law, or
     appointing a custodian, receiver, liquidator, assignee, trustee,
     sequestrator (or other similar official) of the Company or any of its
     Significant Subsidiaries or of any substantial part of their

                                       76


     respective properties, or ordering the winding up or liquidation of their
     affairs, and any such decree or order for relief shall continue to be in
     effect, or any such other decree or order shall be unstayed and in effect,
     for a period of 60 consecutive days; or

                   (8)    (a)   the Company or any Significant Subsidiary
                   commences a voluntary case or proceeding under any applicable
                   Bankruptcy Law or any other case or proceeding to be
                   adjudicated bankrupt or insolvent,

                          (b)   the Company or any Significant Subsidiary
                   consents to the entry of a decree or order for relief in
                   respect of the Company or such Significant Subsidiary in an
                   involuntary case or proceeding under any applicable
                   Bankruptcy Law or to the commencement of any bankruptcy or
                   insolvency case or proceeding against it,

                          (c)   the Company or any Significant Subsidiary files
                   a petition or answer or consent seeking reorganization or
                   relief under any applicable federal or state or provincial
                   law,

                          (d)   the Company or any Significant Subsidiary (1)
                   consents to the filing of such petition or the appointment
                   of, or taking possession by, a custodian, receiver,
                   liquidator, assignee, trustee, sequestrator or similar
                   official of the Company or any Significant Subsidiary or of
                   any substantial part of their respective properties or (2)
                   makes an assignment for the benefit of creditors, or

                          (e)   the Company or any Significant Subsidiary takes
                   any corporate action in furtherance of any such actions in
                   this paragraph (8).

     SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

          If an Event of Default (other than as specified in clauses (7) and (8)
of Section 501 with respect to the Company or any Significant Subsidiary) shall
occur and be continuing with respect to this Indenture, the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Securities
then Outstanding may, and the Trustee at the request of such Holders shall,
declare all unpaid principal of, premium, if any, and accrued interest on all
Securities to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders of the Securities) and upon
any such declaration, such principal, premium, if any, and interest shall become
due and payable immediately. In the event of a declaration of acceleration of
the Securities because an Event of Default described in clause (4) under Section
501 has occurred and is continuing, the declaration of acceleration of the
Securities shall be automatically annulled if the event of default triggering
such Event of Default pursuant to clause (4) of Section 501 shall be remedied or
cured by the Company or waived by the holders of the relevant Indebtedness
within 20 days after the declaration of acceleration with respect thereto (and
any acceleration of such Indebtedness was rescinded) and if (1) the annulment of
the acceleration of the Securities would not conflict with any judgment or
decree of a court of competent jurisdiction and (2) all existing Events of
Default, except nonpayment of principal, premium or interest on the Securities
that became due solely because of the acceleration of the Securities, have been
cured or waived. If an Event of Default specified in clause (7) or (8) of
Section 501 occurs with respect to the Company or any Significant Subsidiary and
is continuing, then all the Securities shall IPSO FACTO become and be due and
payable immediately in an amount equal to the principal amount of the
Securities, together with accrued and unpaid interest, if any, to the date the
Securities become due and payable, without any declaration or other act on the
part of the Trustee or

                                       77


any Holder. Thereupon, the Trustee may, at its discretion, proceed to protect
and enforce the rights of the Holders of the Securities by appropriate judicial
proceedings.

     After a declaration of acceleration, but before a judgment or decree for
payment of the money due has been obtained by the Trustee, the Holders of a
majority in aggregate principal amount of the Outstanding Securities by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

     (a)  the Company has paid or deposited with the Trustee a sum sufficient to
pay (1) all sums paid or advanced by the Trustee under this Indenture and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, (2) all overdue interest on all Securities then
Outstanding, (3) the principal of, and premium, if any, on any Securities then
Outstanding which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Securities, and (4)
to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate borne by the Securities;

     (b)  the rescission would not conflict with any judgment or decree of a
court of competent jurisdiction; and

     (c)  all Events of Default, other than the non-payment of principal of,
premium, if any, and interest on the Securities, which have become due solely by
such declaration of acceleration, have been cured or waived as provided in
Section 513.

No such rescission shall affect any subsequent Default or impair any right
consequent thereon.

     SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

          The Company and each Guarantor covenant that if

          (a)      default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default continues
for a period of 30 days, or

          (b)      default is made in the payment of the principal of or
premium, if any, on any Security at the Stated Maturity thereof or otherwise,

the Company and such Guarantor will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and premium, if any, and interest, with
interest upon the overdue principal and premium, if any, and, to the extent that
payment of such interest shall be legally enforceable, upon overdue installments
of interest, at the rate borne by the Securities; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

          If the Company or any Guarantor, as the case may be, fails to pay such
amounts forthwith upon such demand, the Trustee, in its own name and as trustee
of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid and may prosecute such proceeding to judgment or
final decree, and may enforce the same against the Company or any Guarantor (in
accordance with the applicable Guarantee) or any other obligor upon the
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company, any Guarantor or any
other obligor upon the Securities, wherever situated.

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          If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders under this Indenture or any Guarantee by such appropriate private or
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce such rights, including seeking recourse against any Guarantor pursuant
to the terms of any Guarantee, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy, including,
without limitation, seeking recourse against any Guarantor pursuant to the terms
of a Guarantee, or to enforce any other proper remedy, subject however to
Section 512. No recovery of any such judgment upon any property of the Company
or any Guarantor shall affect or impair any rights, powers or remedies of the
Trustee or the Holders.

     SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor, including any
Guarantor, upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

          (a)      to file and prove a claim for the whole amount of principal,
and premium, if any, and interest owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceeding, and

          (b)      to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

          All rights of action and claims under this Indenture, the Securities
or the Guarantees may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name and as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses,

                                       79


disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

     SECTION 506.  APPLICATION OF MONEY COLLECTED.

          Any money or property collected by the Trustee pursuant to this
Article Five or otherwise on behalf of the Holders or the Trustee pursuant to
this Article Five or through any proceeding or any arrangement or restructuring
in anticipation or in lieu of any proceeding contemplated by this Article Five
shall be applied, subject to applicable law, in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal, premium, if any, or interest, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
607;

          SECOND: To the payment of the amounts then due and unpaid upon the
Securities for principal, premium, if any, and interest, in respect of which or
for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal, premium, if any, and interest; and

          THIRD: The balance, if any, to the Company, provided that all sums due
and owing to the Holders and the Trustee have been paid in full as required by
this Indenture.

     SECTION 507.  LIMITATION ON SUITS.

          No Holder of any Securities shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture or the
Securities, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

          (a)      such Holder has previously given written notice to the
Trustee of a continuing Event of Default;

          (b)      the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as trustee hereunder;

          (c)      such Holder or Holders have offered to the Trustee a
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

          (d)      the Trustee for 15 days after its receipt of such notice,
request and offer (and if requested, provision) of indemnity has failed to
institute any such proceeding; and

          (e)      no direction inconsistent with such written request has been
given to the Trustee during such 15-day period by the Holders of a majority in
aggregate principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture, any Security or any Guarantee to affect, disturb or prejudice
the rights of any other Holders, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture,
any Security or any

                                       80


Guarantee, except in the manner provided in this Indenture and for the equal and
ratable benefit of all the Holders.

     SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
AND INTEREST.

          Notwithstanding any other provision in this Indenture, including
Section 507 without limitation, the Holder of any Security shall have the right
based on the terms stated herein, which is absolute and unconditional, to
receive payment of the principal of, premium, if any, and (subject to Section
309) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption or repurchase, on the Redemption
Date or the repurchase date) and to institute suit for the enforcement of any
such payment, and such rights shall not be impaired without the consent of such
Holder.

     SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.

          If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture or any Guarantee and such proceeding
has been discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such case the
Company, any Guarantor, any other obligor on the Securities, the Trustee and the
Holders shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

     SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.

          No right or remedy herein conferred upon or reserved to the Trustee or
to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

     SECTION 511.  DELAY OR OMISSION NOT WAIVER.

          No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article Five or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

     SECTION 512.  CONTROL BY HOLDERS.

          The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities shall have the right to direct the time, method
and place of conducting any proceeding for exercising any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, PROVIDED
that

          (a)      such direction shall not be in conflict with any rule of law
or with this Indenture (including, without limitation, Section 507) or any
Guarantee, expose the Trustee to personal liability, or be unduly prejudicial to
Holders not joining therein; and

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          (b)      subject to the provisions of Section 315 of the Trust
Indenture Act, the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

     SECTION 513.  WAIVER OF PAST DEFAULTS.

          The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities may on behalf of the Holders of all Outstanding
Securities waive any past Default hereunder and its consequences, except:

          (a)      an uncured Default in the payment of the principal of,
premium, if any, or interest on any Security (which may only be waived with the
consent of each Holder of Securities effected); or

          (b)      a Default in respect of a covenant or a provision hereof
which under this Indenture cannot be modified or amended without the consent of
the Holder of each Outstanding Security affected by such modification or
amendment.

          Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

     SECTION 514.  UNDERTAKING FOR COSTS.

          All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant, but the
provisions of this Section 514 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of, premium, if any, or interest on, any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

     SECTION 515.  WAIVER OF STAY, EXTENSION OR USURY LAWS.

          Each of the Company and the Guarantors covenants (to the extent that
it may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury or other law wherever enacted, now or at any time
hereafter in force, which would prohibit or forgive the Company or any Guarantor
from paying all or any portion of the principal of, premium, if any, or interest
on the Securities contemplated herein or in the Securities or which may affect
the covenants or the performance of this Indenture; and each of the Company and
the Guarantors (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

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     SECTION 516.  REMEDIES SUBJECT TO APPLICABLE LAW.

          All rights, remedies and powers provided by this Article Five may be
exercised only to the extent that the exercise thereof does not violate any
applicable provision of law in the premises, and all the provisions of this
Indenture are intended to be subject to all applicable mandatory provisions of
law which may be controlling in the premises and to be limited to the extent
necessary so that they will not render this Indenture invalid, unenforceable or
not entitled to be recorded, registered or filed under the provisions of any
applicable law.

                                   ARTICLE SIX

                                   THE TRUSTEE

     SECTION 601.  DUTIES OF TRUSTEE.

          Subject to the provisions of Trust Indenture Act Sections 315(a)
through 315(d):

          (a)      if a Default actually known to a Responsible Officer of the
Trustee or an Event of Default actually known to a Responsible Officer of the
Trustee has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture and use the same degree of care
and skill in its exercise thereof as a prudent person would exercise or use
under the circumstances in the conduct of his own affairs;

          (b)      except during the continuance of a Default actually known to
a Responsible Officer of the Trustee or an Event of Default actually known to a
Responsible Officer of the Trustee:

                   (1)    the Trustee undertakes to perform only those duties as
     are specifically set forth in this Indenture and no implied covenants or
     obligations shall be read into this Indenture against the Trustee; and

                   (2)    in the absence of bad faith or willful misconduct its
     part, the Trustee may conclusively rely, as to the truth of the statements
     and the correctness of the opinions expressed therein, upon certificates or
     opinions furnished to the Trustee and conforming to the requirements of
     this Indenture; but in the case of any such certificates or opinions which
     by any provision hereof are specifically required to be furnished to the
     Trustee, the Trustee shall be under a duty to examine the same to determine
     whether or not they conform to the requirements of this Indenture (but need
     not confirm or investigate the accuracy of mathematical calculations or
     other facts stated therein);

          (c)      the Trustee may not be relieved from liability for its own
     grossly negligent action, its own grossly negligent failure to act, or its
     own willful misconduct, except that:

                   (1)    this subsection (c) does not limit the effect of
     subsection (b) of this Section 601;

                   (2)    the Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer, unless it is proved
     that the Trustee was grossly negligent in ascertaining the pertinent facts;
     and

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                   (3)    the Trustee shall not be liable with respect to any
     action it takes or omits to take in good faith, in accordance with a
     direction of the Holders of a majority in principal amount of Outstanding
     Securities relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee under this Indenture;

          (d)      no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it;

          (e)      whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to
subsections (a), (b), (c) and (d) of this Section 601; and

          (f)      the Trustee shall not be liable for interest on any money or
assets received by it. Assets held in trust by the Trustee need not be
segregated from other assets except to the extent required by law.

     SECTION 602.  NOTICE OF DEFAULTS.

          Within 30 days after a Responsible Officer of the Trustee receives
written notice of the occurrence of any Default, the Trustee shall transmit by
mail to all Holders and any other Persons entitled to receive reports pursuant
to Section 313(c) of the Trust Indenture Act, as their names and addresses
appear in the Security Register, notice of such Default hereunder known to the
Trustee, unless such Default shall have been cured or waived; PROVIDED, HOWEVER,
that, except in the case of a Default in the payment of the principal of,
premium, if any, or interest on any Security, the Trustee shall be protected in
withholding such notice if and so long as a trust committee of Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders.

     SECTION 603.  CERTAIN RIGHTS OF TRUSTEE.

          Subject to the provisions of Section 601 hereof and Trust Indenture
Act Sections 315(a) through 315(d):

          (a)      the Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon receipt by it of any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of Indebtedness or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

          (b)      any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

          (c)      the Trustee may consult with counsel of its selection and the
advice of such counsel and any opinion of counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

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          (d)      the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred therein or thereby
in compliance with such request or direction;

          (e)      the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture other than any
liabilities arising out of the gross negligence, bad faith or willful misconduct
of the Trustee;

          (f)      the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
approval, appraisal, bond, debenture, note, coupon, security or other paper or
document, but the Trustee in its discretion may make such further inquiry or
investigation into such facts or matters as it may deem fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney at the cost of the Company and the Trustee shall incur
no liability by reason of such investigation;

          (g)      the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

          (h)      whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate;

          (i)      the Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture;

          (j)      in no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action;

          (k)      the Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture;

          (l)      the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each Paying Agent, Security Registrar, agent,
custodian and other Person employed to act hereunder;

                                       85


          (m)      the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded; and

          (n)      before the Trustee acts or refrains from acting, it may
require an Officer's Certificate or an Opinion of Independent Counsel, or both.
The Trustee shall not be liable for any action it takes or omits to take in good
faith reliance on the Officer's Certificate or Opinion of Independent Counsel.

     SECTION 604.  TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITIONS OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF.

          The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company and the Guarantors, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in any Statement of Eligibility and Qualification on Form
T-1 to be supplied to the Company will be true and accurate subject to the
qualifications set forth therein. The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.

     SECTION 605.  TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS; ETC.

          The Trustee, any Paying Agent, Security Registrar or any other agent
of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities, with the same rights it would have if it were not the
Trustee, Paying Agent, Security Registrar or such other agent and, subject to
Trust Indenture Act Sections 310 and 311, may otherwise deal with the Company
and receive, collect, hold and retain collections from the Company with the same
rights it would have if it were not the Trustee, Paying Agent, Security
Registrar or such other agent.

     SECTION 606.  MONEY HELD IN TRUST.

          All moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law.

     SECTION 607.  COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR
CLAIM.

          (a)      The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable compensation for
all services rendered by it hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust) and the Company covenants and agrees to pay or reimburse the Trustee and
each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement

                                       86


or advance as may arise from its gross negligence, bad faith or willful
misconduct. The Company and the Guarantors jointly and severally also covenant
and agree to indemnify the Trustee and each predecessor Trustee for, and to hold
it harmless against, any claim, loss, liability, tax, assessment, governmental
charge (other than taxes applicable to the Trustee's compensation hereunder) or
expense incurred without gross negligence, bad faith or willful misconduct on
its part, arising out of or in connection with the acceptance or administration
of this Indenture or the trusts hereunder and its duties hereunder, including
the costs of enforcement of this Section 607 and the costs and expenses of
defending itself against or investigating any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder
(including the reasonable fees and expenses of its counsel). The provisions of
this Section 607 shall survive the satisfaction and discharge of this Indenture
and the resignation or removal of the Trustee and each predecessor Trustee.

          (b)      The Trustee shall have a lien prior to the Securities as to
all property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607, except with respect to funds
held in trust for the benefit of the Holders of particular Securities.

          (c)      When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(7) or Section
501(8), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

     SECTION 608.  CONFLICTING INTERESTS.

          The Trustee shall comply with the provisions of Section 310(b) of the
Trust Indenture Act.

     SECTION 609.  TRUSTEE ELIGIBILITY.

          There shall at all times be a Trustee hereunder which shall be
eligible to act as trustee under Trust Indenture Act Section 310(a) and which
shall have a combined capital and surplus of at least $250,000,000, to the
extent there is an institution eligible and willing to serve. If such Trustee
publishes reports of condition at least annually, pursuant to law or to the
requirements of federal, state, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section 609, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 609, the Trustee shall resign promptly in
the manner and with the effect hereinafter specified in this Article Six.

     SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.

          (a)      No resignation or removal of the Trustee and no appointment
of a successor trustee pursuant to this Article Six shall become effective until
the acceptance of appointment by the successor trustee under Section 611.

          (b)      The Trustee, or any trustee or trustees hereafter appointed,
may at any time resign by giving written notice thereof to the Company no later
than 20 Business Days prior to the proposed date of resignation. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument executed by authority of the Board of Directors of
the

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Company, a copy of which shall be delivered to the resigning Trustee and a copy
to the successor trustee. If an instrument of acceptance by a successor trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may, or any Holder who has
been a BONA FIDE Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction at the expense of the Company for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper, appoint and prescribe a successor trustee.

          (c)      The Trustee may be removed at any time for any cause or for
no cause by an Act of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities, delivered to the Trustee and to
the Company.

          (d)      If at any time:

                   (1)    the Trustee shall fail to comply with the provisions
     of Trust Indenture Act Section 310(b) after written request therefor by the
     Company or by any Holder who has been a BONA FIDE Holder of a Security for
     at least six months,

                   (2)    the Trustee shall cease to be eligible under Section
     609 and shall fail to resign after written request therefor by the Company
     or by any Holder who has been a BONA FIDE Holder of a Security for at least
     six months, or

                   (3)    the Trustee shall become incapable of acting or shall
     be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
     property shall be appointed or any public officer shall take charge or
     control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 514, the Holder of any Security who has been a BONA
FIDE Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

          (e)      If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause,
the Company, by a Board Resolution, shall promptly appoint a successor trustee
and shall comply with the applicable requirements of Section 611. If, within 30
days after such resignation, removal or incapability, or the occurrence of such
vacancy, the Company has not appointed a successor trustee, a successor trustee
shall be appointed by the Act of the Holders of a majority in principal amount
of the Outstanding Securities delivered to the Company and the retiring Trustee.
Such successor trustee so appointed shall forthwith upon its acceptance of such
appointment become the successor trustee and supersede the successor trustee
appointed by the Company. If no successor trustee shall have been so appointed
by the Company or the Holders of the Securities and accepted appointment in the
manner hereinafter provided, the Trustee or the Holder of any Security who has
been a BONA FIDE Holder for at least six months may, subject to Section 514, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction at the expense of the Company for the appointment of a
successor trustee.

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          (f)      The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor trustee and the
address of its Corporate Trust Office or agent hereunder.

     SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          Every successor trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee as if originally named as Trustee hereunder;
but, nevertheless, on the written request of the Company or the successor
trustee, upon payment of its charges pursuant to Section 607 then unpaid, such
retiring Trustee shall pay over to the successor trustee all moneys at the time
held by it hereunder and shall execute and deliver an instrument transferring to
such successor trustee all such rights, powers, duties and obligations. Upon
request of any such successor trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor trustee all such rights and powers.

          No successor trustee with respect to the Securities shall accept
appointment as provided in this Section 611 unless at the time of such
acceptance such successor trustee shall be eligible to act as trustee under the
provisions of Trust Indenture Act Section 310(a) and this Article Six and shall
have a combined capital and surplus of at least $250,000,000 and have a
Corporate Trust Office or an agent selected in accordance with Section 609.

          Upon acceptance of appointment by any successor trustee as provided in
this Section 611, the Company shall give notice thereof to the Holders of the
Securities, by mailing such notice to such Holders at their addresses as they
shall appear on the Security Register. If the acceptance of appointment is
substantially contemporaneous with the appointment, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
610. If the Company fails to give such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Company.

     SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee (including the trust created by this Indenture) shall be
the successor of the Trustee hereunder, PROVIDED that such corporation shall be
eligible under Trust Indenture Act Section 310(a) and this Article Six and shall
have a combined capital and surplus of at least $250,000,000 and have a
Corporate Trust Office or an agent selected in accordance with Section 609,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

          In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee and deliver such

                                       89


Securities so authenticated; and, in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor trustee; and in all such cases such certificate shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have; PROVIDED that the right to adopt
the certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

     SECTION 613.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

          If and when the Trustee shall be or become a creditor of the Company
(or other obligor under the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor). A Trustee who has resigned or been
removed shall be subject to Trust Indenture Act Section 311(a) to the extent
indicated therein.

     SECTION 614.  CO-TRUSTEE

          It is the purpose of this Indenture that there shall be no violation
of any law of any jurisdiction denying or restricting the right of banking
corporations or associations to transact business as trustee in such
jurisdiction. It is recognized that in case of litigation under this Indenture
or the Agreement, and in particular in case of the enforcement thereof on
default, or in the case the Trustee deems that by reason of any present or
future law of any jurisdiction it may not exercise any of the powers, rights or
remedies herein granted to the Trustee or hold title to the properties, in
trust, as herein granted or take any action which may be desirable or necessary
in connection therewith, it may be necessary that the Trustee appoint an
individual or institution as a separate or co-trustee meeting the requirements
of the Indenture. The following provisions of this Section 613 are adopted to
these ends.

          In the event that the Trustee appoints an additional individual or
institution as a separate or co-trustee, each and every remedy, power, right,
claim, demand, cause of action, immunity, estate, title, interest and lien
expressed or intended by this Indenture to be exercised by or vested in or
conveyed to the Trustee with respect thereto shall be exercisable by and vest in
such separate or co-trustee but only to the extent necessary to enable such
separate or co-trustee to exercise such powers, rights and remedies, and only to
the extent that the Trustee by the laws of any jurisdiction is incapable of
exercising such powers, rights and remedies and every covenant and obligation
necessary to the exercise thereof by such separate or co-trustee shall run to
and be enforceable by either of them.

          Should any instrument in writing from the Company be required by the
separate or co-trustee so appointed by the Trustee for more fully and certainly
vesting in and confirming to him or it such properties, rights, powers, trusts,
duties and obligations, any and all such instruments in writing shall, on
request, be executed, acknowledged and delivered by the Company at the expense
of the Company; provided, that if an Event of Default shall have occurred and be
continuing, if the Company does not execute any such instrument within fifteen
(15) days after request therefor, the Trustee shall be empowered as an
attorney-in-fact for the Company to execute any such instrument in the Company's
name and stead. In case any separate or co-trustee or a successor to either
shall die, become incapable of acting, resign or be removed, all the estates,
properties, rights, powers, trusts, duties and obligations of such separate or
co-trustee, so far as permitted by law, shall vest in and be exercised by the
Trustee until the appointment of a new trustee or successor to such separate or
co-trustee.

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                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 701.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

          The Company will furnish or cause to be furnished to the Trustee:

          (a)      semiannually, not more than 10 days after each Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of such Regular Record Date; and

          (b)      at such other times as the Trustee may reasonably request in
writing, within 30 days after receipt by the Company of any such request, a list
of similar form and content to that in subsection (a) hereof as of a date not
more than 15 days prior to the time such list is furnished;

PROVIDED, HOWEVER, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

     SECTION 702.  DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

          Holders may communicate pursuant to Trust Indenture Act Section 312(b)
with other Holders with respect to their rights under this Indenture or the
Securities, and the Trustee shall comply with Trust Indenture Act Section
312(b). The Company, the Guarantors, the Trustee, the Security Registrar and any
other Person shall have the protection of Trust Indenture Act Section 312(c).
Further, every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that none of the Company, the Guarantors, the
Trustee or any agent of any of them shall be held accountable by reason of the
disclosure of any information as to the names and addresses of the Holders in
accordance with Trust Indenture Act Section 312, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Trust Indenture Act Section 312.

     SECTION 703.  REPORTS BY TRUSTEE.

          (a)      Within 60 days after July 15 of each year commencing with the
first July 15 after the issuance of Securities, the Trustee, if so required
under the Trust Indenture Act, shall transmit by mail to all Holders, in the
manner and to the extent provided in Trust Indenture Act Section 313(c), a brief
report dated as of such July 15 in accordance with and with respect to the
matters required by Trust Indenture Act Section 313(a). The Trustee shall also
transmit by mail to all Holders, in the manner and to the extent provided in
Trust Indenture Act Section 313(c), a brief report in accordance with and with
respect to the matters required by Trust Indenture Act Section 313(b)(2).

          (b)      A copy of each report transmitted to Holders pursuant to this
Section 703 shall, at the time of such transmission, be mailed to the Company
and filed with each stock exchange, if any, upon which the Securities are listed
and also with the Commission. The Company will notify the Trustee promptly if
the Securities are listed on any stock exchange.

     SECTION 704.  REPORTS BY COMPANY AND GUARANTORS.

          The Company, and each Guarantor, as the case may be, shall:

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          (a)      file with the Trustee any information required by the Trust
Indenture Act; and

          (b)      within 15 days after the filing thereof with the Trustee,
transmit by mail to all Holders in the manner and to the extent provided in
Trust Indenture Act Section 313(c), such summaries of any information, documents
and reports required to be filed by the Company or any Guarantor, as the case
may be, pursuant to Section 1019 hereunder and subsection (a) of this Section as
are required by rules and regulations prescribed from time to time by the
Commission.

                                  ARTICLE EIGHT

                      CONSOLIDATION, MERGER, SALE OF ASSETS

     SECTION 801.  COMPANY AND GUARANTORS MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS.

          (a)      The Company will not, in a single transaction or through a
series of related transactions, consolidate with or merge with or into any other
Person or sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets to any Person or group of
Persons, or permit any of its Restricted Subsidiaries to enter into any such
transaction or series of transactions, if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of the Company and its Restricted Subsidiaries on a Consolidated basis to
any other Person or group of Persons (other than the Company or a Guarantor),
unless at the time and after giving effect thereto:

                   (1)    either (a) the Company will be the continuing
     corporation or (b) the Person (if other than the Company) formed by such
     consolidation or into which the Company is merged or the Person which
     acquires by sale, assignment, conveyance, transfer, lease or disposition
     all or substantially all of the properties and assets of the Company and
     its Restricted Subsidiaries on a Consolidated basis (the "Surviving
     Entity") will be a corporation or limited liability company (with a
     corporate co-obligor) duly organized and validly existing under the laws of
     the United States of America or any state thereof or the District of
     Columbia or the laws of Canada or any province or territory thereof and
     such Person expressly assumes, by a supplemental indenture, in a form
     reasonably satisfactory to the Trustee, all the obligations of the Company
     under the Securities and this Indenture and the Registration Rights
     Agreement, as the case may be, and the Securities and this Indenture and
     the Registration Rights Agreement will remain in full force and effect as
     so supplemented (and any Guarantees will be confirmed as applying to such
     Surviving Entity's obligations);

                   (2)    immediately before and immediately after giving effect
     to such transaction on a PRO FORMA basis (and treating any Indebtedness not
     previously an obligation of the Company or any of its Restricted
     Subsidiaries which becomes the obligation of the Company or any of its
     Restricted Subsidiaries as a result of such transaction as having been
     incurred at the time of such transaction), no Default or Event of Default
     will have occurred and be continuing;

                   (3)    immediately before and immediately after giving effect
     to such transaction on a PRO FORMA basis (on the assumption that the
     transaction occurred on the first day of the four-quarter period for which
     financial statements are available ending immediately prior to the
     consummation of such transaction with the appropriate adjustments with
     respect to

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     the transaction being included in such PRO FORMA calculation), (a) the
     Company (or the Surviving Entity if the Company is not the continuing
     obligor under this Indenture) could incur $1.00 of additional Indebtedness
     (other than Permitted Indebtedness) pursuant to paragraph (a) of Section
     1008 hereof; or (b) the Company's Consolidated Fixed Charge Coverage Ratio
     on such a PRO FORMA basis would be greater than the Company's Fixed Charge
     Coverage Ratio without giving such PRO FORMA effect to the transaction;

                   (4)    at the time of the transaction, each Guarantor, if
     any, unless it is the other party to the transactions described above, will
     have by supplemental indenture confirmed that its Guarantee shall apply to
     such Person's obligations under this Indenture and the Securities;

                   (5)    at the time of the transaction, if any of the property
     or assets of the Company or any of its Restricted Subsidiaries would
     thereupon become subject to any Lien, the provisions of Section 1011 hereof
     are complied with; and

                   (6)    at the time of the transaction, the Company or the
     Surviving Entity will have delivered, or caused to be delivered, to the
     Trustee, in form and substance reasonably satisfactory to the Trustee, an
     Officers' Certificate and an Opinion of Counsel, each to the effect that
     such consolidation, merger, transfer, sale, assignment, conveyance,
     transfer, lease or other transaction and the supplemental indenture in
     respect thereof comply with this Indenture and that all conditions
     precedent therein provided for relating to such transaction have been
     complied with.

          (b)      Each Guarantor will not, and the Company will not permit a
Guarantor to, in a single transaction or through a series of related
transactions, (x) consolidate with or merge with or into any other Person (other
than the Company or any Guarantor or for the sole purpose of reincorporating in
another jurisdiction) or (y) sell, assign, convey, transfer, lease or otherwise
dispose of all or substantially all of its properties and assets to any Person
or group of Persons (other than the Company or any Guarantor) or permit any of
its Restricted Subsidiaries to enter into any such transaction or series of
transactions if such transaction or series of transactions, in the aggregate,
that would result in a sale, assignment, conveyance, transfer, lease or
disposition of all or substantially all of the properties and assets of the
Company and its Restricted Subsidiaries on a Consolidated basis to any other
Person or group of Persons (other than the Company or any Guarantor), unless at
the time and after giving effect thereto:

                   (1)    either (a) the Guarantor will be the continuing
     corporation in the case of a consolidation or merger involving the
     Guarantor or (b) the Person (if other than the Guarantor) formed by such
     consolidation or into which such Guarantor is merged or the Person which
     acquires by sale, assignment, conveyance, transfer, lease or disposition
     all or substantially all of the properties and assets of the Company and
     its Restricted Subsidiaries on a Consolidated basis (the "Surviving
     Guarantor Entity") will be a corporation, limited liability company,
     limited liability partnership, partnership or trust duly organized and
     validly existing under the laws of the United States of America or any
     state thereof or the District of Columbia or the laws of Canada or any
     province or territory thereof and such Person expressly assumes, by a
     supplemental indenture, in a form reasonably satisfactory to the Trustee,
     all the obligations of such Guarantor under its Guarantee of the Securities
     and this Indenture and the Registration Rights Agreement and such
     Guarantee, Indenture and Registration Rights Agreement will remain in full
     force and effect;

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                   (2)    immediately before and immediately after giving effect
     to such transaction on a PRO FORMA basis, no Default or Event of Default
     will have occurred and be continuing; and

                   (3)    at the time of the transaction such Guarantor or the
     Surviving Guarantor Entity will have delivered, or caused to be delivered,
     to the Trustee, in form and substance reasonably satisfactory to the
     Trustee, an Officers' Certificate and an Opinion of Counsel, each to the
     effect that such consolidation, merger, transfer, sale, assignment,
     conveyance, lease or other transaction and the supplemental indenture in
     respect thereof comply with this Indenture and that all conditions
     precedent therein provided for relating to such transaction have been
     complied with; PROVIDED, HOWEVER, that this paragraph shall not apply to
     any Guarantor whose Guarantee of the Securities is unconditionally released
     and discharged in accordance with paragraph (b) of Section 1013 hereof.

     SECTION 802.  SUCCESSOR SUBSTITUTED.

          In the event of any transaction (other than a lease) described in and
complying with the conditions listed in Section 801 in which the Company or any
Guarantor, as the case may be, is not the continuing corporation, the successor
Person formed or remaining or to which such transfer is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
or such Guarantor, as the case may be, and the Company or any Guarantor, as the
case may be, would be discharged from all obligations and covenants under this
Indenture and the Securities or its Guarantee, as the case may be, and the
Registration Rights Agreement.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

     SECTION 901.  SUPPLEMENTAL INDENTURES AND AGREEMENTS WITHOUT CONSENT OF
HOLDERS.

          Without the consent of any Holders, the Company, the Guarantors, if
any, and any other obligor under the Securities when authorized by or pursuant
to a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto or agreements or other
instruments with respect to this Indenture, the Securities or any Guarantee, in
form and substance satisfactory to the Trustee, for any of the following
purposes:

          (a)      to evidence the succession of another Person to the Company
or a Guarantor, and the assumption by any such successor of the covenants of the
Company or such Guarantor herein and in the Securities and in any Guarantee in
accordance with Article Eight;

          (b)      to add to the covenants of the Company, any Guarantor or any
other obligor upon the Securities for the benefit of the Holders, or to
surrender any right or power conferred upon the Company or any Guarantor or any
other obligor upon the Securities, as applicable, herein, in the Securities or
in any Guarantee;

          (c)      (a) to cure any ambiguity, or to correct or supplement any
provision herein, the Securities or any Guarantee which may be defective or
inconsistent with any other provision herein, in the Securities or any Guarantee
or (b) make any other changes herein with respect to matters or questions
arising under this Indenture, the Securities or the Guarantees; PROVIDED that,
in the case of

                                       94


clause (b), such provisions shall not adversely affect the interest of the
Holders in any material respect, as evidenced by an Opinion of Counsel;

          (d)      to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the Trust Indenture
Act, as contemplated by Section 905 or otherwise;

          (e)      to add a Guarantor pursuant to the requirements of Section
1013 hereof or otherwise or release a Guarantee in accordance with this
Indenture;

          (f)      to evidence and provide the acceptance of the appointment of
a successor trustee hereunder;

          (g)      to mortgage, pledge, hypothecate or grant a security interest
in favor of the Trustee for the benefit of the Holders as additional security
for the payment and performance of the Company's and any Guarantor's Indenture
Obligations, in any property, or assets, including any of which are required to
be mortgaged, pledged or hypothecated, or in which a security interest is
required to be granted to the Trustee pursuant to this Indenture or otherwise;

          (h)      to make any change in order to conform this Indenture to the
description of the Securities contained in "Description of Notes - Senior Notes"
in the Offering Memorandum; or

          (i)      to make any change to comply with Section 3(l) of the
purchase agreement related to the sale of the Securities.

     SECTION 902.  SUPPLEMENTAL INDENTURES AND AGREEMENTS WITH CONSENT OF
HOLDERS.

          Except as permitted by Section 901, with the consent of the Holders of
at least a majority in aggregate principal amount of the Outstanding Securities
(including consents obtained in connection with a tender offer or exchange offer
for Securities), by Act of said Holders delivered to the Company, each
Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party
thereto) when authorized by or pursuant to Board Resolutions, and the Trustee
may (i) enter into an indenture or indentures supplemental hereto or agreements
or other instruments with respect to any Guarantee in form and substance
satisfactory to the Trustee, for the purpose of adding any provisions to or
amending, modifying or changing in any manner or eliminating any of the
provisions of this Indenture, the Securities or any Guarantee (including but not
limited to, for the purpose of modifying in any manner the rights of the Holders
under this Indenture, the Securities or any Guarantee) or (ii) waive compliance
with any provision in this Indenture, the Securities or any Guarantee (other
than waivers of past Defaults which are covered by Section 513 and waivers of
covenants which are covered by Section 1007); PROVIDED, HOWEVER, that no such
supplemental indenture, agreement or instrument shall, without the consent of
the Holder of each Outstanding Security affected thereby:

          (a)      change the Stated Maturity of the principal of, or any
installment of interest on, or change to an earlier date any Redemption Date of,
or waive a default in the payment of the principal of, premium, if any, or
interest on, any such Security or reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon the redemption thereof, or
change the coin or currency in which the principal of any such Security or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date);

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          (b)      reduce the percentage in principal amount of such Outstanding
Securities, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver or
compliance with certain provisions of this Indenture;

          (c)      modify any of the provisions of this Section 902 or Section
513 or 1007, except to increase the percentage of such Outstanding Securities
required for such actions or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
such Security affected thereby; or

          (d)      except as otherwise permitted under Article Eight of this
Indenture, consent to the assignment or transfer by the Company or any Guarantor
of its rights and obligations under this Indenture.

          Upon the written request of the Company and each Guarantor, if any,
accompanied by a copy of Board Resolutions authorizing the execution of any such
supplemental indenture or Guarantee, and upon the filing with the Trustee of
evidence of the consent of Holders as aforesaid, subject to Section 903, the
Trustee shall join with the Company and each Guarantor in the execution of such
supplemental indenture or Guarantee.

          It shall not be necessary for any Act of Holders under this Section
902 to approve the particular form of any proposed supplemental indenture or
Guarantee or agreement or instrument relating to any Guarantee, but it shall be
sufficient if such Act shall approve the substance thereof.

     SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES AND AGREEMENTS.

          In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Trust
Indenture Act Sections 315(a) through 315(d) and Section 602 hereof) shall be
fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate stating that the execution of such supplemental indenture, agreement
or instrument (a) is authorized or permitted by this Indenture and (b) does not
violate the provisions of any agreement or instrument evidencing any other
Indebtedness of the Company, any Guarantor or any other Restricted Subsidiary.
The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture, agreement or instrument which affects the Trustee's own rights,
duties or immunities under this Indenture, any Guarantee or otherwise.

     SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.

          Upon the execution of any supplemental indenture under this Article
Nine, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

     SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.

          Every supplemental indenture executed pursuant to this Article Nine
shall conform to the requirements of the Trust Indenture Act as then in effect.

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     SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

          Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article Nine may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any such supplemental indenture may be prepared and
executed by the Company and each Guarantor and authenticated and delivered by
the Trustee in exchange for Outstanding Securities.

     SECTION 907.  NOTICE OF SUPPLEMENTAL INDENTURES.

          Promptly after the execution by the Company, any Guarantor and the
Trustee of any supplemental indenture pursuant to the provisions of Section 902,
the Company shall give notice thereof to the Holders of each Outstanding
Security affected, in the manner provided for in Section 106, setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

     SECTION 908.  REVOCATION AND EFFECTS OF CONSENTS.

          Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same
Indebtedness as the consenting Holder's Security, even if a notation of the
consent is not made on any Security. However, any such Holder, or subsequent
Holder, may revoke the consent as to his Security or portion of a Security if
the Trustee receives the notice of revocation before the date the amendment or
waiver becomes effective. An amendment or waiver shall become effective in
accordance with its terms and thereafter bind every Holder.

                                   ARTICLE TEN

                                    COVENANTS

     SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

          The Company shall duly and punctually pay the principal of, premium,
if any, and interest on the Securities in accordance with the terms of the
Securities and this Indenture.

     SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

          The Company shall maintain an office or agency where Securities may be
presented or surrendered for payment. The Company also will maintain in The City
of New York an office or agency where Securities may be surrendered for
registration of transfer, redemption or exchange and where notices and demands
to or upon the Company in respect of the Securities and this Indenture may be
served. The Corporate Trust Office of the Trustee will be such office or agency
of the Company, unless the Company shall designate and maintain some other
office or agency for one or more of such purposes. The Company will give prompt
written notice to the Trustee of the location and any change in the location of
any such offices or agencies. If at any time the Company shall fail to maintain
any such required offices or agencies or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be
made or served at the office of the Trustee and

                                       97


the Company hereby appoints the Trustee such agent as its agent to receive all
such presentations, surrenders, notices and demands.

          The Company may from time to time designate one or more other offices
or agencies (in or outside of The City of New York) where the Securities may be
presented or surrendered for any or all such purposes, and may from time to time
rescind such designation. The Company will give prompt written notice to the
Trustee of any such designation or rescission and any change in the location of
any such office or agency.

          The Company hereby appoints the Trustee to act as initial Paying Agent
for the Securities.

     SECTION 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

          If the Company or any of its Affiliates shall at any time act as
Paying Agent, it will, on or before each due date of the principal of, premium,
if any, or interest on any of the Securities, segregate and hold in trust for
the benefit of the Holders entitled thereto a sum sufficient to pay the
principal, premium, if any, or interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act.

          If the Company or any of its Affiliates is not acting as Paying Agent,
the Company will, on or before each due date of the principal of, premium, if
any, or interest on any of the Securities, deposit with a Paying Agent a sum in
same day funds sufficient to pay the principal, premium, if any, or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of such action or
any failure so to act.

          If the Company is not acting as Paying Agent, the Company will cause
each Paying Agent other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section 1003, that such Paying Agent will:

          (a)      hold all sums held by it for the payment of the principal of,
premium, if any, or interest on the Securities in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

          (b)      give the Trustee notice of any Default by the Company or any
Guarantor (or any other obligor upon the Securities) in the making of any
payment of principal, premium, if any, or interest on the Securities;

          (c)      at any time during the continuance of any such Default, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent; and

          (d)      acknowledge, accept and agree to comply in all aspects with
the provisions of this Indenture relating to the duties, rights and liabilities
of such Paying Agent.

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to

                                       98


be held by the Trustee upon the same trusts as those upon which such sums were
held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Security and remaining unclaimed for two years after such
principal and premium, if any, or interest has become due and payable shall
promptly be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in THE NEW YORK TIMES and THE
WALL STREET JOURNAL (national edition), and mail to each such Holder, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such notification,
publication and mailing, any unclaimed balance of such money then remaining will
promptly be repaid to the Company.

     SECTION 1004. CORPORATE EXISTENCE.

          Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect the corporate
existence and related rights and franchises (charter and statutory) of the
Company and each Restricted Subsidiary; PROVIDED, HOWEVER, that the Company
shall not be required to preserve any such right or franchise or the corporate
existence of any such Restricted Subsidiary if the Board of Directors of the
Company shall determine that the preservation thereof is no longer necessary or
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries as a whole and that the loss thereof would not reasonably be
expected to have a material adverse effect on the ability of the Company to
perform its obligations hereunder; and PROVIDED, FURTHER, HOWEVER, that the
foregoing shall not prohibit a sale, transfer or conveyance of a Restricted
Subsidiary or any of its assets in compliance with the terms of this Indenture.

     SECTION 1005. PAYMENT OF TAXES AND OTHER CLAIMS.

          The Company shall pay or discharge or cause to be paid or discharged,
on or before the date the same shall become due and payable, (a) all taxes,
assessments and governmental charges levied or imposed upon the Company or any
of its Restricted Subsidiaries shown to be due on any return of the Company or
any of its Restricted Subsidiaries or otherwise assessed or upon the income,
profits or property of the Company or any of its Restricted Subsidiaries if
failure to pay or discharge the same could reasonably be expected to have a
material adverse effect on the ability of the Company or any Guarantor to
perform its obligations hereunder and (b) all lawful claims for labor, materials
and supplies, which, if unpaid, would by law become a Lien upon the property of
the Company or any of its Restricted Subsidiaries, except for any Lien permitted
to be incurred under Section 1011, if failure to pay or discharge the same could
reasonably be expected to have a material adverse effect on the ability of the
Company or any Guarantor to perform its obligations hereunder; PROVIDED,
HOWEVER, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings properly instituted and diligently conducted and in respect of which
appropriate reserves (in the good faith judgment of management of the Company)
are being maintained in accordance with GAAP.

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     SECTION 1006. MAINTENANCE OF PROPERTIES.

          (a)      The Company shall cause all material properties owned by the
Company and its Restricted Subsidiaries or used or held for use in the conduct
of its business or the business of any of its Restricted Subsidiaries to be
maintained and kept in good condition, repair and working order (ordinary wear
and tear excepted) and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the reasonable judgment of the Company may be
appropriate and necessary so that the business carried on in connection
therewith may be properly conducted at all times; PROVIDED, HOWEVER, that
nothing in this Section 1006 shall prevent the Company from discontinuing the
maintenance of any of such properties if such discontinuance is in the ordinary
course of business or, in the reasonable judgment of the Company, desirable in
the conduct of its business or the business of any of its Restricted
Subsidiaries and not reasonably expected to have a material adverse effect on
the ability of the Company to perform its obligations hereunder; and PROVIDED,
FURTHER, HOWEVER, that the foregoing shall not prohibit a sale, transfer or
conveyance of a Restricted Subsidiary or any of its properties or assets in
compliance with the terms of this Indenture.

          (b)      The Company shall at all times keep all of its and its
Restricted Subsidiaries' properties which are of an insurable nature insured
with insurers, believed by the Company in good faith to be financially sound and
responsible, against loss or damage to the extent that property of similar
character is usually so insured by corporations similarly situated and owning
like properties in the same general geographic areas in which the Company and
its Restricted Subsidiaries operate, except where the failure to do so could not
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), earnings, business affairs or prospects of the Company
and its Restricted Subsidiaries, taken as a whole.

     SECTION 1007. WAIVER OF CERTAIN COVENANTS.

          The Company and the Guarantors may omit in any particular instance to
comply with any covenant or condition set forth in Sections 1006 through 1013
(other than this Section 1007) and 1015 through 1021, if, before or after the
time for such compliance, the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding shall, by Act of such
Holders, waive such compliance in such instance with such covenant or provision,
but no such waiver shall extend to or affect such covenant or condition except
to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force and effect.

     SECTION 1008. LIMITATION ON INDEBTEDNESS.

          (a)      The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, issue, incur,
assume, guarantee or otherwise in any manner become directly or indirectly
liable for the payment of or otherwise incur, contingently or otherwise
(collectively, "incur"), any Indebtedness (including any Acquired Indebtedness),
unless such Indebtedness is incurred by the Company or any Guarantor or
constitutes Acquired Indebtedness of a Restricted Subsidiary and, in each case,
the Company's Consolidated Fixed Charge Coverage Ratio for the most recent four
full fiscal quarters for which financial statements are available immediately
preceding the incurrence of such Indebtedness taken as one period is at least
equal to or greater than 2.0:1.

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          (b)      Notwithstanding the foregoing, the Company and, to the extent
specifically set forth below in this paragraph (b), the Restricted Subsidiaries
may incur each and all of the following (collectively, the "Permitted
Indebtedness"):

                   (1)    Indebtedness of the Company and its Restricted
     Subsidiaries (or guarantees by Restricted Subsidiaries of such
     Indebtedness) under or in respect of a Credit Facility (including any term
     loans made pursuant thereto or under any revolving credit facility or in
     respect of letters of credit thereunder) not to exceed the greater of (a)
     an aggregate principal amount at any one time outstanding of $1,700.0
     million, minus the aggregate amount of all Net Cash Proceeds of any Asset
     Sale (other than a Sale and Leaseback Transaction) applied by the Company
     or a Restricted Subsidiary to prepay permanently or repay permanently
     Indebtedness under the Credit Agreement pursuant to the covenant described
     under Section 1012 or (b) the sum of (i) 60% of the aggregate book value of
     the inventory of the Company and its Restricted Subsidiaries, (ii) 80% of
     the aggregate book value of the accounts receivable of the Company and its
     Restricted Subsidiaries and (iii) $450.0 million, in each case determined
     on a Consolidated basis as of the most recently ended fiscal quarter of the
     Company for which financial statements of the Company are available;

                   (2)    Indebtedness of the Company or any Restricted
     Subsidiary pursuant to (a) the Securities (excluding any Additional
     Securities) and any Guarantee of the Securities, (b) any Exchange
     Securities issued in exchange for the Securities pursuant to the
     Registration Rights Agreement (c) any Senior Subordinated Securities
     (excluding any Additional Senior Subordinated Securities) and any Senior
     Subordinated Securities Guarantee of the Senior Subordinated Securities and
     (d) any Senior Subordinated Securities issued in exchange for the Senior
     Subordinated Securities pursuant to the Registration Rights Agreement;

                   (3)    Indebtedness of the Company or any Restricted
     Subsidiary outstanding on the date of this Indenture and not otherwise
     referred to in this definition of "Permitted Indebtedness";

                   (4)    Indebtedness of the Company owing to a Restricted
     Subsidiary; PROVIDED that any Indebtedness of the Company owing to a
     Restricted Subsidiary that is not a Guarantor is subordinated in right of
     payment from and after such time as the Securities shall become due and
     payable (whether at Stated Maturity, acceleration or otherwise) to the
     payment and performance of the Company's obligations under the Securities;
     PROVIDED, FURTHER, that any disposition, pledge or transfer of any such
     Indebtedness to a Person (other than a disposition, pledge or transfer to a
     Restricted Subsidiary or a pledge to or for the benefit of the lenders
     under a Credit Facility) shall be deemed to be an incurrence of such
     Indebtedness by the Company or other obligor not permitted by this clause
     (4);

                   (5)    Indebtedness of a Restricted Subsidiary owing to the
     Company or another Restricted Subsidiary; PROVIDED, that (a) any
     disposition, pledge or transfer of any such Indebtedness to a Person (other
     than a disposition, pledge or transfer to the Company or a Restricted
     Subsidiary or a pledge to or for the benefit of the lenders under a Credit
     Facility) shall be deemed to be an incurrence of such Indebtedness by the
     obligor not permitted by this clause (5), and (b) any transaction pursuant
     to which any Restricted Subsidiary, which has Indebtedness owing to the
     Company or any other Restricted Subsidiary, ceases to be a Restricted
     Subsidiary shall be deemed to be the incurrence of Indebtedness by such
     Restricted Subsidiary that is not permitted by this clause (5);

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                   (6)    guarantees of any Restricted Subsidiary of
     Indebtedness of the Company or any of its Restricted Subsidiaries which is
     permitted to be incurred under this Indenture, PROVIDED that such
     guarantees are made in accordance with the provisions of Section 1013;

                   (7)    obligations of the Company or any Restricted
     Subsidiary entered into in the ordinary course of business for financial
     management and not for speculative purposes

                          (a)   pursuant to Interest Rate Agreements designed to
                   protect the Company or any Restricted Subsidiary against
                   fluctuations in interest rates in respect of Indebtedness of
                   the Company or any Restricted Subsidiary, or

                          (b)   under any Currency Hedging Agreements or
                   Commodity Price Protection Agreements;

                   (8)    Indebtedness of the Company or any Restricted
     Subsidiary represented by Capital Lease Obligations (whether or not
     incurred pursuant to Sale and Leaseback Transactions) or Purchase Money
     Obligations or other Indebtedness incurred or assumed in connection with
     the acquisition or development of real or personal, movable or immovable,
     property in each case incurred for the purpose of financing or refinancing
     all or any part of the purchase price or cost of construction or
     improvement of property used in the business of the Company, in an
     aggregate principal amount pursuant to this clause (8) not to exceed 4.0%
     of Consolidated Net Tangible Assets outstanding at any time; PROVIDED that
     the principal amount of any Indebtedness permitted under this clause (8)
     does not in each case at the time of incurrence exceed the Fair Market
     Value, as determined by the Company in good faith, of the acquired or
     constructed asset or improvement so financed;

                   (9)    Indebtedness of the Company or any of its Restricted
     Subsidiaries in connection with surety, performance, appeal or similar
     bonds, bankers' acceptances, completion guarantees or similar instruments
     pursuant to self-insurance and workers' compensation obligations; PROVIDED
     that, in each case contemplated by this clause (9), upon the drawing of
     such letters of credit or other instrument, such obligations are reimbursed
     within 30 days following such drawing; PROVIDED, FURTHER, that such
     Indebtedness is not in connection with the borrowing of money or the
     obtaining of advances or credit;

                   (10)   Indebtedness of the Company or any of its Restricted
     Subsidiaries arising from the honoring by a bank or other financial
     institution of a check, draft or similar instrument inadvertently (except
     in the case of daylight overdrafts) drawn against insufficient funds in the
     ordinary course of business; PROVIDED, HOWEVER, that such Indebtedness is
     extinguished within 10 Business Days of incurrence;

                   (11)   Indebtedness of the Company to the extent the net
     proceeds thereof are promptly deposited to defease the Securities as
     described under Article Four;

                   (12)   Indebtedness of the Company or any Restricted
     Subsidiary arising from agreements for indemnification or purchase price
     adjustment obligations or similar obligations, earn-outs, non-compete,
     consulting, deferred compensation or other similar obligations or from
     guarantees or letters of credit, surety bonds or performance bonds securing
     any obligation of the Company or a Restricted Subsidiary pursuant to such
     an agreement, in each case, incurred or assumed in connection with the
     acquisition or disposition of any business, assets or Capital

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     Stock of a Restricted Subsidiary; PROVIDED that the maximum assumable
     liability in respect of all such obligations shall at no time exceed the
     gross proceeds actually paid or received by the Company and any Restricted
     Subsidiary, including the Fair Market Value of non-cash proceeds;

                   (13)   any renewals, extensions, substitutions, refundings,
     refinancings or replacements (collectively, a "refinancing") of any
     Indebtedness incurred pursuant to paragraph (a) of this Section 1008 and
     clauses (2) and (3) of this paragraph (b) of this definition of "Permitted
     Indebtedness," including any successive refinancings so long as the
     borrower under such refinancing is the Company or, if not the Company, the
     same as the borrower of the Indebtedness being refinanced and the aggregate
     principal amount of Indebtedness represented thereby (or if such
     Indebtedness provides for an amount less than the principal amount thereof
     to be due and payable upon a declaration of acceleration of the maturity
     thereof, the original issue price of such Indebtedness plus any accreted
     value attributable thereto since the original issuance of such
     Indebtedness) is not increased by such refinancing plus the lesser of (a)
     the stated amount of any premium or other payment required to be paid in
     connection with such a refinancing pursuant to the terms of the
     Indebtedness being refinanced or (b) the amount of premium or other payment
     actually paid at such time to refinance the Indebtedness, plus, in either
     case, the amount of expenses of the Company incurred in connection with
     such refinancing and (1) in the case of any refinancing of Indebtedness
     that is Subordinated Indebtedness, such new Indebtedness is made
     subordinated to the Securities at least to the same extent as the
     Indebtedness being refinanced and (2) in the case of Pari Passu
     Indebtedness or Subordinated Indebtedness, as the case may be, such
     refinancing does not reduce the Average Life to Stated Maturity or the
     Stated Maturity of such Indebtedness;

                   (14)   Indebtedness of the Company and its Restricted
     Subsidiaries representing obligations under any employment arrangements to
     make payments with respect to the cancellation or repurchase of Capital
     Stock of the Company or its Restricted Subsidiaries in an aggregate
     principal amount not to exceed $5.0 million outstanding at any one time;

                   (15)   Indebtedness consisting of take or pay obligations
     contained in supply agreements entered into in the ordinary course of
     business;

                   (16)   Indebtedness of the Company consisting of inventory,
     furniture, fixtures and equipment buyback arrangements entered into in the
     ordinary course of business with the Company's Canadian drugstore
     franchisees;

                   (17)   any guarantees by the Company of Indebtedness of the
     Company's Canadian drugstore franchisees in an aggregate principal amount
     not to exceed $30.0 million at any one time; and

                   (18)   Indebtedness of the Company and its Restricted
     Subsidiaries in addition to that described in clauses (1) through (17)
     above, and any renewals, extensions, substitutions, refinancings or
     replacements of such Indebtedness, so long as the aggregate principal
     amount of all such Indebtedness shall not exceed $150.0 million outstanding
     at any one time in the aggregate.

          (c)      For purposes of determining compliance with this Section
1008, in the event that an item of Indebtedness meets the criteria of more than
one of the types of Indebtedness permitted by

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this Section 1008, the Company in its sole discretion shall classify or
reclassify such item of Indebtedness and only be required to include the amount
of such Indebtedness as one of such types; PROVIDED that Indebtedness under the
Credit Agreement which is in existence following the Issue Date, and any
renewals, extensions, substitutions, refundings, refinancings or replacements
thereof, in an amount not in excess of the amount permitted to be incurred
pursuant to clause (1) of paragraph (b) of this Section 1008, shall be deemed to
have been incurred pursuant to clause (1) of paragraph (b) of this Section 1008
rather than paragraph (a) of this Section 1008. For clarity purposes, the
Company may incur Indebtedness under a Credit Facility in amounts after the
Issue Date in excess of the amounts outstanding on the Issue Date (or amounts
committed thereunder) under any other paragraph of this Section 1008.

          (d)      Indebtedness permitted by this Section 1008 need not be
permitted solely by reference to one provision permitting such Indebtedness but
may be permitted in part by one such provision and in part by one or more other
provisions of this Section 1008 permitting such Indebtedness.

          (e)      Accrual of interest, accretion or amortization of original
issue discount and the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, and the accretion or payment of
dividends on any Redeemable Capital Stock or Preferred Stock in the form of
additional shares of the same class of Redeemable Capital Stock or Preferred
Stock will not be deemed to be an incurrence of Indebtedness for purposes of
this Section 1008; PROVIDED, in each such case, that the amount thereof as
accrued is included in Consolidated Fixed Charge Coverage Ratio of the Company.

          (f)      For purposes of determining compliance with any U.S.
dollar-denominated restriction on the incurrence of Indebtedness denominated in
a different currency, the U.S. dollar-equivalent principal amount of such
Indebtedness incurred pursuant thereto shall be calculated based on the relevant
currency exchange rate in effect on the date that such Indebtedness was
incurred. Notwithstanding any other provision of this Section 1008, (a) the
maximum amount that the Company or a Restricted Subsidiary of the Company may
incur pursuant to this Section 1008 shall not be deemed to be exceeded, with
respect to outstanding Indebtedness, due solely to the result of fluctuations in
the exchange rates of currencies and (b) the Company or a Restricted Subsidiary
may refinance any Indebtedness originally incurred in a currency other than U.S.
dollars even if the U.S. dollar-equivalent principal amount of such Indebtedness
on the date of refinancing would exceed the maximum amount that the Company or a
Restricted Subsidiary could incur under the relevant basket of Permitted
Indebtedness.

          (g)      If Indebtedness is secured by a letter of credit that serves
only to secure such Indebtedness, then the total amount deemed incurred shall be
equal to the greater of (x) the principal of such Indebtedness and (y) the
amount that may be drawn under such letter of credit.

          (h)      The amount of Indebtedness issued at a price less than the
amount of the liability thereof shall be determined in accordance with GAAP.

          (i)      Notwithstanding any other provision of this covenant, neither
the Company nor any Guarantor shall incur any Indebtedness that is expressly
subordinated to any other Indebtedness of the Company or any Guarantor unless
such Indebtedness is expressly subordinated in right of payment to the
Securities and/or the Guarantee of any such Subsidiary Guarantor to the same or
greater extent that such Indebtedness is subordinated to such other
Indebtedness. For purposes of this Indenture, no

                                       104


Indebtedness shall be deemed to be subordinated in right of payment to any other
Indebtedness solely by virtue of being unsecured or secured by a junior priority
Lien or by virtue of the fact that the holders of such Indebtedness have entered
into intercreditor agreements or other arrangements giving one or more such
holders priority over the other holders in the collateral held by them.

     SECTION 1009. LIMITATION ON RESTRICTED PAYMENTS.

          (a)      The Company will not, and will not cause or permit any
Restricted Subsidiary to, directly or indirectly:

                   (1)    declare or pay any dividend on, or make any
     distribution to holders of, any shares of the Company's Capital Stock
     (other than dividends or distributions payable solely in shares of its
     Qualified Capital Stock or in options, warrants or other rights to acquire
     shares of such Qualified Capital Stock);

                   (2)    purchase, redeem, defease or otherwise acquire or
     retire for value, directly or indirectly, the Company's Capital Stock or
     any Capital Stock of any Affiliate of the Company, including any Subsidiary
     of the Company (other than Capital Stock of any Restricted Subsidiary of
     the Company) or options, warrants or other rights to acquire such Capital
     Stock;

                   (3)    make any principal payment on, or repurchase, redeem,
     defease, retire or otherwise acquire for value, prior to any scheduled
     principal payment, sinking fund payment or maturity, any Subordinated
     Indebtedness, except a purchase, repurchase, redemption, defeasance or
     retirement within one year of final maturity thereof;

                   (4)    declare or pay any dividend or distribution on any
     Capital Stock of any Restricted Subsidiary to any Person (other than (a) to
     the Company or any of its Wholly Owned Restricted Subsidiaries or (b)
     dividends or distributions made by a Restricted Subsidiary on a pro rata
     basis to all stockholders of such Restricted Subsidiary);or

                   (5)    make any Investment in any Person (other than any
     Permitted Investments);

(any of the foregoing actions described in clauses (1) through (5) of paragraph
(a) of this Section 1009, other than any such action that is a Permitted Payment
(as defined below in this Section 1009), collectively, "Restricted Payments")
(the amount of any such Restricted Payment, if other than cash, shall be the
Fair Market Value of the assets proposed to be transferred, as determined by the
Board of Directors of the Company, whose determination shall be conclusive and
evidenced by a Board Resolution), unless

                   (1)    immediately after giving effect to such proposed
     Restricted Payment on a PRO FORMA basis, no Default or Event of Default
     shall have occurred and be continuing and such Restricted Payment shall not
     be an event which is, or after notice or lapse of time or both, would be,
     an "event of default" under the terms of any Indebtedness of the Company or
     its Restricted Subsidiaries;

                   (2)    immediately before and immediately after giving effect
     to such Restricted Payment on a PRO FORMA basis, the Company could incur
     $1.00 of additional

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     Indebtedness (other than Permitted Indebtedness) pursuant to paragraph (a)
     of Section 1008; and

                   (3)    after giving effect to the proposed Restricted
     Payment, the aggregate amount of all such Restricted Payments declared or
     made after the date of this Indenture and all Designation Amounts does not
     exceed the sum of:

                          (A)   50% of the aggregate Consolidated Net Income of
                   the Company accrued on a cumulative basis during the period
                   beginning on June 1, 2004 and ending on the last day of the
                   Company's last fiscal quarter ending prior to the date of the
                   Restricted Payment (or, if such aggregate cumulative
                   Consolidated Net Income shall be a loss, minus 100% of such
                   loss);

                          (B)   the aggregate Net Cash Proceeds received after
                   the date of this Indenture by the Company either (1) as
                   capital contributions in the form of common equity to the
                   Company or (2) from the issuance or sale (other than to any
                   of its Subsidiaries) of Qualified Capital Stock of the
                   Company or any options, warrants or rights to purchase such
                   Qualified Capital Stock of the Company (except, in each case,
                   to the extent such proceeds are used to purchase, redeem or
                   otherwise retire Capital Stock or Subordinated Indebtedness
                   as set forth below in clause (2) or (3) of paragraph (b) of
                   this Section 1009) (and excluding the Net Cash Proceeds from
                   the issuance of Qualified Capital Stock financed, directly or
                   indirectly, using funds borrowed from the Company or any
                   Subsidiary until and to the extent such borrowing is repaid);

                          (C)   the aggregate Net Cash Proceeds received after
                   the date of this Indenture by the Company (other than from
                   any of its Subsidiaries) upon the exercise of any options,
                   warrants or rights to purchase Qualified Capital Stock of the
                   Company (and excluding the Net Cash Proceeds from the
                   exercise of any options, warrants or rights to purchase
                   Qualified Capital Stock financed, directly or indirectly,
                   using funds borrowed from the Company or any Subsidiary until
                   and to the extent such borrowing is repaid);

                          (D)   the aggregate Net Cash Proceeds received after
                   the date of this Indenture by the Company from the conversion
                   or exchange, if any, of debt securities or Redeemable Capital
                   Stock of the Company or its Restricted Subsidiaries into or
                   for Qualified Capital Stock of the Company plus, to the
                   extent such debt securities or Redeemable Capital Stock were
                   issued after the date of this Indenture, the aggregate of Net
                   Cash Proceeds from their original issuance (and excluding the
                   Net Cash Proceeds from the conversion or exchange of debt
                   securities or Redeemable Capital Stock financed, directly or
                   indirectly, using funds borrowed from the Company or any
                   Subsidiary until and to the extent such borrowing is repaid);

                          (E)   (a)  in the case of the disposition, repayment
                   or return of capital of any Investment constituting a
                   Restricted Payment (including any Investment in an
                   Unrestricted Subsidiary) made after the date of this
                   Indenture, an amount (to the extent not included in
                   Consolidated Net Income) equal to the lesser of the amount of
                   the disposition or repayment or return of capital with

                                       106


                   respect to such Investment and the initial amount of such
                   Investment, in either case, less the cost of the disposition
                   of such Investment and net of taxes, and

                                (b)  in the case of the designation of an
                   Unrestricted Subsidiary as a Restricted Subsidiary (as long
                   as the designation of such Subsidiary as an Unrestricted
                   Subsidiary was deemed a Restricted Payment), the Fair Market
                   Value of the Company's interest in such Subsidiary, provided
                   that such amount shall not in any case exceed the amount of
                   the Restricted Payments deemed made at the time the
                   Subsidiary was designated as an Unrestricted Subsidiary and
                   any Investments in such Unrestricted Subsidiary after the
                   date of such initial designation; and

                          (F)   at any time after the extinguishment or
                   termination of any amount which previously qualified as a
                   Restricted Payment on account of any Guarantee entered into
                   by the Company or any Restricted Subsidiary; PROVIDED that
                   such Guarantee has not been called upon and the obligation
                   arising under such Guarantee no longer exists.

          (b)      Notwithstanding the foregoing, and in the case of clauses (2)
through (9) and (11) below, so long as no Default or Event of Default is
continuing or would arise therefrom, the foregoing provisions shall not prohibit
the following actions (each of clauses (1) through (7), (10) and (11) of
paragraph (b) of this Section 1009 being referred to as a "Permitted Payment"):

                   (1)    the payment of any dividend within 60 days after the
     date of declaration thereof, if at such date of declaration such payment
     was permitted by Section 1009(a) and such payment shall have been deemed to
     have been paid on such date of declaration and shall not have been deemed a
     "Permitted Payment" for purposes of the calculation required by Section
     1009(a);

                   (2)    the purchase, repurchase, redemption or other
     acquisition or retirement for value of any shares of any class of Capital
     Stock of the Company in exchange for (including any such exchange pursuant
     to the exercise of a conversion right or privilege in connection with which
     cash is paid in lieu of the issuance of fractional shares or scrip), or out
     of the Net Cash Proceeds of a substantially concurrent issuance and sale
     for cash, subject to notice and redemption periods (other than to a
     Subsidiary), of, other shares of Qualified Capital Stock of the Company;
     PROVIDED that the Net Cash Proceeds from the issuance of such shares of
     Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of
     this Section 1009;

                   (3)    the purchase, repurchase, redemption, defeasance,
     satisfaction and discharge, retirement or other acquisition for value or
     payment of principal of any Subordinated Indebtedness in exchange for, or
     in an amount not in excess of the Net Cash Proceeds of, a substantially
     concurrent issuance and sale for cash, subject to notice and redemption
     periods (other than to any Subsidiary of the Company), of any Qualified
     Capital Stock of the Company; PROVIDED that the Net Cash Proceeds from the
     issuance of such shares of Qualified Capital Stock are excluded from clause
     (3)(B) of paragraph (a) of this Section 1009;

                   (4)    the purchase, repurchase, redemption, defeasance,
     satisfaction and discharge, retirement, refinancing, acquisition for value
     or payment of principal of any Subordinated Indebtedness (other than
     Redeemable Capital Stock) (a "refinancing") through

                                       107


     the substantially concurrent issuance of new Subordinated Indebtedness of
     the Company, subject to notice and redemption periods; PROVIDED that any
     such new Subordinated Indebtedness

                          (a)   shall be in a principal amount that does not
                   exceed the principal amount so refinanced (or, if such
                   Subordinated Indebtedness provides for an amount less than
                   the principal amount thereof to be due and payable upon a
                   declaration of acceleration thereof, then such lesser amount
                   as of the date of determination), plus the amount of any
                   premium or other payment required to be paid in connection
                   with such a refinancing pursuant to the terms of the
                   Indebtedness being refinanced, plus the amount of expenses of
                   the Company incurred in connection with such refinancing;

                          (b)   has an Average Life to Stated Maturity greater
                   than the remaining Average Life to Stated Maturity of the
                   Securities;

                          (c)   has a Stated Maturity for its final scheduled
                   principal payment later than the Stated Maturity for the
                   final scheduled principal payment of the Securities; and

                          (d)   is expressly subordinated in right of payment to
                   the Securities at least to the same extent as the
                   Subordinated Indebtedness to be refinanced;

                   (5)    the repurchase of Capital Stock deemed to occur upon
     exercise of stock options to the extent that shares of such Capital Stock
     represent a portion of the exercise price of such options;

                   (6)    the payment of cash in lieu of the issuance of
     fractional shares in connection with the exercise of warrants, options or
     other securities convertible into or exercisable for Capital Stock of the
     Company;

                   (7)    the repurchase, redemption, or other acquisition or
     retirement for value of Redeemable Capital Stock of the Company made by
     exchange for, or out of the proceeds of the sale of within 30 days of
     Redeemable Capital Stock; PROVIDED that any such new Redeemable Capital
     Stock is issued in accordance with Section 1008(a) and has an aggregate
     liquidation preference that does not exceed the aggregate liquidation
     preference of the amount so refinanced;

                   (8)    payments or distributions to stockholders pursuant to
     appraisal rights required under applicable law in connection with any
     consolidation, merger or transfer of assets that complies with the
     provisions of Article Eight;

                   (9)    regular quarterly dividend payments to holders of any
     shares of the Company's Capital Stock in the ordinary course of business or
     purchases of the Company's Capital Stock, in an amount not to exceed $35.0
     million in the aggregate in any fiscal year;

                   (10)   any repayments or redemptions of intercompany
     Subordinated Indebtedness; and

                                       108


                   (11)   Restricted Payments, in addition to that described in
     clauses (1) through (10) above, not to exceed $50.0 million in the
     aggregate since the Issue Date.

     SECTION 1010. LIMITATION ON TRANSACTIONS WITH AFFILIATES.

          The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into any transaction
or series of related transactions (including, without limitation, the sale,
purchase, exchange or lease of assets, property or services) with or for the
benefit of any Affiliate of the Company (other than the Company or a Restricted
Subsidiary) unless such transaction or series of related transactions is entered
into in good faith and in writing and

                   (1)    such transaction or series of related transactions is
     on terms that are no less favorable to the Company or such Restricted
     Subsidiary, as the case may be, than those that would be available in a
     comparable transaction in arm's-length dealings with an unrelated third
     party,

                   (2)    with respect to any transaction or series of related
     transactions involving aggregate value in excess of $10.0 million,

                          (a)   the Company delivers an Officers' Certificate to
                   the Trustee certifying that such transaction or series of
                   related transactions complies with clause (1) above, and

                          (b)   such transaction or series of related
                   transactions has been approved by a majority of the
                   Disinterested Directors of the Board of Directors of the
                   Company, or in the event there is only one Disinterested
                   Director, by such Disinterested Director, or

                   (3)    with respect to any transaction or series of related
     transactions involving an aggregate value in excess of $50.0 million, the
     Company delivers to the Trustee a written opinion of an investment banking
     firm of national standing in the United States or Canada or other
     recognized independent expert with experience appraising the terms and
     conditions of the type of transaction or series of related transactions for
     which an opinion is required stating that the transaction or series of
     related transactions is fair to the Company or such Restricted Subsidiary
     from a financial point of view;

PROVIDED, HOWEVER, that this provision shall not apply to: (i) employee benefit
arrangements with any officer or director of the Company, including under any
stock option or stock incentive plans, and customary indemnification
arrangements with officers or directors of the Company, in each case entered
into in the ordinary course of business, (ii) any Restricted Payments made in
compliance with Section 1009 above, (iii) transactions effected as part of a
Permitted Securitization Transaction, (iv) any fees paid or expenses reimbursed
to directors in the ordinary course in their capacity as such, (v) any sale or
issuance of Qualified Capital Stock to Affiliates of the Company and (vi)
transactions entered into in the ordinary course of business with Affiliates of
the Company who are Canadian drugstore franchisees, whether currently owned or
after-acquired, in their capacities as such, for purposes of (a) purchase and
sale of inventory for the related franchises, or (b) entering into the inventory
buyback or guarantee arrangements described under clauses (16) and (17) of the
definition of "Permitted Indebtedness".

                                       109


     SECTION 1011. LIMITATION ON LIENS.

          The Company will not, and will not cause or permit any Restricted
Subsidiary to, directly or indirectly, create, incur or affirm any Lien (other
than Permitted Liens) of any kind upon any property or assets (including any
intercompany notes) securing obligations or liabilities of the Company or any
Restricted Subsidiary owed on the date of this Indenture or acquired after the
date of this Indenture, or assign or convey any right to receive any income or
profits therefrom, unless the Securities (or a Guarantee in the case of Liens of
a Guarantor) are directly secured equally and ratably with (or, in the case of
Subordinated Indebtedness, prior or senior thereto, with the same relative
priority as the Securities shall have with respect to such Subordinated
Indebtedness) the obligation or liability secured by such Lien except for any
Permitted Liens.

          Notwithstanding the foregoing, any Lien securing the Securities
granted pursuant to this covenant shall be automatically and unconditionally
released and discharged upon the release of any Lien described above on the
property or assets of the Company or any Restricted Subsidiary (including any
deemed release upon payment in full of all obligations secured by such Lien), at
at the time of release of such Lien on the property or assets of the Company or
such Restricted Subsidiary, or upon any sale, exchange or transfer to any Person
not an Affiliate of the Company of the property or assets secured by such Lien,
or of all of the Capital Stock held by the Company or any Restricted Subsidiary
in, or all or substantially all the assets of, any Restricted Subsidiary that
owns the property or assets subject to such Lien.

     SECTION 1012. LIMITATION ON SALE OF ASSETS.

          (a)      The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale
unless (1) at least 75% of the consideration from such Asset Sale other than
Asset Swaps is received in cash and (2) the Company or such Restricted
Subsidiary receives consideration at the time of such Asset Sale at least equal
to the Fair Market Value of the shares or assets subject to such Asset Sale (as
determined by the Board of Directors of the Company and evidenced in a Board
Resolution).

          For purposes of Section (a)(1) of this Section 1012, the following
will be deemed to be cash: (A) the amount of any Senior Indebtedness of the
Company or any Restricted Subsidiary that is actually assumed by the transferee
in such Asset Sale and from which the Company and the Restricted Subsidiaries
are fully and unconditionally released (excluding any liabilities that are
incurred in connection with or in anticipation of such Asset Sale and contingent
liabilities), (B) the amount of any notes, securities or other similar
obligations received by the Company or any Restricted Subsidiary from such
transferee that are immediately converted, sold or exchanged (or are converted,
sold or exchanged within 30 days of the related Asset Sale) by the Company or
the Restricted Subsidiaries into cash in an amount equal to the Net Cash
Proceeds realized upon such conversion, sale or exchange and (C) the amount of
any Designated Non-cash Consideration received by the Company or any Restricted
Subsidiaries in such Asset Sale.

          With respect to an Asset Swap constituting an Asset Sale, the Company
or any Restricted Subsidiary shall be required to receive in cash an amount
equal to 75% of the proceeds of the Asset Sale which do not consist of like-kind
assets acquired with the Asset Swap.

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          (b)      All or a portion of the Net Cash Proceeds of any Asset Sale
may be applied by the Company or a Restricted Subsidiary, to the extent the
Company or such Restricted Subsidiary elects (or is required by the terms of any
Indebtedness under the Credit Agreement):

                   (i)    to prepay permanently or repay permanently any
     Indebtedness under the Credit Agreement (or similar bank type or
     asset-based Indebtedness) or Indebtedness of Restricted Subsidiaries that
     are not Guarantors then outstanding as required by the terms thereof or any
     Indebtedness secured by the assets which were sold (PROVIDED, HOWEVER, that
     in the case of any such Indebtedness repaid under a revolving credit
     facility, such amounts may be reborrowed), or

                   (ii)   if the Company determines not to apply such Net Cash
     Proceeds to the permanent repayment or permanent prepayment of such
     Indebtedness, or if no such Indebtedness is then outstanding, within 365
     days of the Asset Sale, to invest the Net Cash Proceeds in properties
     (including, without limitation, capital expenditures with respect to
     improving existing assets) and other assets that (as determined by the
     Board of Directors of the Company) replace the properties and assets that
     were the subject of the Asset Sale or in properties and assets that will be
     used in the businesses of the Company or its Restricted Subsidiaries
     (including pursuant to capital expenditures).

          The amount of such Net Cash Proceeds not used or invested in
accordance with the preceding clauses (i) and (ii) within 365 days of the Asset
Sale constitutes "Excess Proceeds."

          (c)      When the aggregate amount of Excess Proceeds exceeds $30.0
million or more, the Company will make offers to purchase the Securities (in the
amount described in clause (i) below) and any other Pari Passu Indebtedness
outstanding with similar provisions requiring the Company to make an offer to
purchase such Pari Passu Indebtedness with the proceeds from any Asset Sale and
will apply the Excess Proceeds to the repayment of the Securities and such Pari
Passu Indebtedness of the respective holders thereof accepting the offers, as
follows:

                   (i)    the Company will make an offer to purchase (an
     "Offer") from all Holders of the Securities in accordance with the
     procedures set forth in this Indenture in the maximum principal amount
     (expressed as a multiple of $1,000) of Securities that may be purchased out
     of an amount (the "Security Amount") equal to the product of such Excess
     Proceeds multiplied by a fraction, the numerator of which is the
     outstanding principal amount of the Securities, and the denominator of
     which is the sum of the outstanding principal amount (or accreted value in
     the case of Indebtedness issued with original issue discount) of the
     Securities and such Pari Passu Indebtedness (subject to proration in the
     event such amount is less than the aggregate Offered Price (as defined
     below) of all Securities tendered) and

                   (ii)   to the extent required by such Pari Passu Indebtedness
     to permanently reduce the principal amount of such Pari Passu Indebtedness
     (or accreted value in the case of Indebtedness issued with original issue
     discount), the Company will make an offer to purchase or otherwise
     repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an
     amount (the "Pari Passu Debt Amount") equal to the excess of the Excess
     Proceeds over the Security Amount; PROVIDED that in no event will the
     Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount
     exceeding the principal amount (or accreted value) of such Pari Passu
     Indebtedness plus the amount of any premium required to be paid to
     repurchase such Pari Passu Indebtedness.

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The offer price for the Securities will be payable in cash in an amount equal to
100% of the principal amount of the Securities plus accrued and unpaid interest,
if any, to the date (the "Offer Date") such Offer is consummated (the "Offered
Price"), in accordance with the procedures set forth in this Indenture. To the
extent that the aggregate Offered Price of the Securities tendered pursuant to
the Offer is less than the Security Amount relating thereto or the aggregate
amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is
less than the Pari Passu Debt Amount, the Company may use any remaining Excess
Proceeds to make an offer to repurchase the Senior Subordinated Notes or other
Subordinated Indebtedness required by the terms thereof, and any repurchase of
such Indebtedness shall not be deemed a Restricted Payment notwithstanding
anything else herein, or for general corporate purposes, subject to the other
covenants contained in this Indenture. If the aggregate principal amount of (i)
the Securities surrendered by Holders thereof to the Trustee and (ii) Pari Passu
Indebtedness surrendered by Holders thereof to the Company exceeds the amount of
Excess Proceeds (as determined by the Company and set forth on an Officers'
Certificate delivered to the Trustee), the Trustee shall select the Securities
to be purchased on a pro rata basis. Upon the completion of the purchase of all
the Securities tendered pursuant to an Offer and the completion of a Pari Passu
Offer, the amount of Excess Proceeds, if any, shall be reset at zero.

          (d)      If the Company becomes obligated to make an Offer pursuant to
paragraph (c) above, the Securities and the Pari Passu Indebtedness of the
respective holders thereof accepting such Offer shall be purchased by the
Company in whole or in part in integral multiples of $1,000, on a date that is
not earlier than 30 days and not later than 60 days from the date the notice of
the Offer is given to holders, or such later date as may be necessary for the
Company to comply with the requirements under the Exchange Act.

          (e)      The Company will comply with the applicable tender offer
rules, including Rule 14e-1 under the Exchange Act, and any other applicable
securities laws or regulations in connection with an Offer.

          (f)      Subject to paragraph (e) above, within 30 days after the date
on which the amount of Excess Proceeds equals or exceeds $15 million, the
Company shall send or cause to be sent by first-class mail, postage prepaid, to
the Trustee and to each Holder, at his address appearing in the Security
Register, a notice stating or including:

                   (1)    that the Holder has the right to require the
     Company to repurchase, subject to proration, such Holder's Securities at
     the Offered Price;

                   (2)    the Offer Date;

                   (3)    the instructions a Holder must follow in order to have
     his Securities purchased in accordance with paragraph (c) of this Section
     1012;

                   (4)    the Offered Price;

                   (5)    the names and addresses of the Paying Agent and the
     offices or agencies referred to in Section 1002;

                   (6)    that Securities must be surrendered prior to the Offer
     Date to the Paying Agent at the office of the Paying Agent or to an office
     or agency referred to in Section 1002 to collect payment;

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                   (7)    that any Securities not tendered will continue to
     accrue interest and that unless the Company defaults in the payment of the
     Offered Price, any Security accepted for payment pursuant to the Offer
     shall cease to accrue interest on and after the Offer Date;

                   (8)    the procedures for withdrawing a tender; and

                   (9)    that the Offered Price for any Security which has been
     properly tendered and not withdrawn and which has been accepted for payment
     pursuant to the Offer will be paid promptly following the Offer Date.

          (g)      Holders electing to have Securities purchased hereunder will
be required to surrender such Securities at the address specified in the notice
prior to the Offer Date. Holders will be entitled to withdraw their election to
have their Securities purchased pursuant to this Section 1012 if the Company
receives, not later than one Business Day prior to the Offer Date, a telegram,
telex, facsimile transmission or letter setting forth (1) the name of the
Holder, (2) the certificate number of the Security in respect of which such
notice of withdrawal is being submitted, (3) the principal amount of the
Security (which shall be $1,000 or an integral multiple thereof) delivered for
purchase by the Holder as to which his election is to be withdrawn, (4) a
statement that such Holder is withdrawing his election to have such principal
amount of such Security purchased, and (5) the principal amount, if any, of such
Security (which shall be $1,000 or an integral multiple thereof) that remains
subject to the original notice of the Offer and that has been or will be
delivered for purchase by the Company.

          (h)      The Company shall (i) not later than the Offer Date, accept
for payment Securities or portions thereof tendered pursuant to the Offer, (ii)
not later than 10:00 a.m. (New York time) on the Offer Date, deposit with the
Trustee or with a Paying Agent an amount of money in same day funds sufficient
to pay the aggregate Offered Price of all the Securities or portions thereof
which are to be purchased on that date and (iii) not later than 10:00 a.m. (New
York time) on the Offer Date, deliver to the Paying Agent an Officers'
Certificate stating the Securities or portions thereof accepted for payment by
the Company. The Paying Agent shall promptly mail or deliver to Holders of
Securities so accepted payment in an amount equal to the Offered Price of the
Securities purchased from each such Holder, and the Company shall execute and
the Trustee shall promptly authenticate and mail or deliver to such Holders a
new Security equal in principal amount to any unpurchased portion of the
Security surrendered. Any Securities not so accepted shall be promptly mailed or
delivered by the Paying Agent at the Company's expense to the Holder thereof.
For purposes of this Section 1012, the Company shall choose a Paying Agent which
shall not be the Company.

          Subject to applicable escheat laws, the Trustee and the Paying Agent
shall return to the Company any cash that remains unclaimed, together with
interest, if any, thereon, held by them for the payment of the Offered Price;
PROVIDED, HOWEVER, that (x) to the extent that the aggregate amount of cash
deposited by the Company with the Trustee in respect of an Offer exceeds the
aggregate Offered Price of the Securities or portions thereof to be purchased,
then the Trustee shall hold such excess for the Company and (y) unless otherwise
directed by the Company in writing, promptly after the Business Day following
the Offer Date the Trustee shall return any such excess to the Company together
with interest or dividends, if any, thereon.

          (i)      Securities to be purchased shall, on the Offer Date, become
due and payable at the Offered Price and from and after such date (unless the
Company shall default in the payment of the Offered Price) such Securities shall
cease to bear interest. Such Offered Price shall be paid to such Holder promptly
following the later of the Offer Date and the time of delivery of such Security
to the

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relevant Paying Agent at the office of such Paying Agent by the Holder
thereof in the manner required. Upon surrender of any such Security for purchase
in accordance with the foregoing provisions, such Security shall be paid by the
Company at the Offered Price; PROVIDED, HOWEVER, that installments of interest
whose Stated Maturity is on or prior to the Offer Date shall be payable to the
Person in whose name the Securities (or any Predecessor Securities) is
registered as such on the relevant Regular Record Dates according to the terms
and the provisions of Section 309; PROVIDED, FURTHER, that Securities to be
purchased are subject to proration in the event the Excess Proceeds are less
than the aggregate Offered Price of all Securities tendered for purchase, with
such adjustments as may be appropriate by the Trustee so that only Securities in
denominations of $1,000 or integral multiples thereof, shall be purchased. If
any Security tendered for purchase shall not be so paid upon surrender thereof
by deposit of funds with the Trustee or a Paying Agent in accordance with
paragraph (h) above, the principal thereof (and premium, if any, thereon) shall,
until paid, bear interest from the Offer Date at the rate borne by such
Security. Any Security that is to be purchased only in part shall be surrendered
to a Paying Agent at the office of such Paying Agent (with, if the Company, the
Security Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar or the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge, one or more new Securities of any authorized denomination as
requested by such Holder in an aggregate principal amount equal to, and in
exchange for, the portion of the principal amount of the Security so surrendered
that is not purchased. The Company shall publicly announce the results of the
Offer on or as soon as practicable after the Offer Date.

     SECTION 1013. LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS.

          (a)      The Company will not cause or permit any Restricted
Subsidiary (which is not a Guarantor), directly or indirectly, to guarantee,
assume or in any other manner become liable with respect to any Indebtedness of
the Company or any Restricted Subsidiary or become directly liable under any
Indebtedness pursuant to clause (1) of the definition of "Permitted
Indebtedness" unless such Restricted Subsidiary simultaneously executes and
delivers a supplemental indenture to this Indenture providing for a Guarantee of
the Securities on the same terms as the guarantee of such Indebtedness except
that

                   (1)    such guarantee need not be secured unless required
     pursuant to Section 1011; and

                   (2)    if such Indebtedness is by its terms expressly
     subordinated to the Securities, any such assumption, guarantee or other
     liability of such Restricted Subsidiary with respect to such Indebtedness
     shall be subordinated to such Restricted Subsidiary's Guarantee of the
     Securities at least to the same extent as such Indebtedness is subordinated
     to the Securities.

          (b)      Notwithstanding the foregoing, any Guarantee by a Restricted
Subsidiary of the Securities shall provide by its terms that it (and all Liens
securing the same) shall be automatically and unconditionally released and
discharged upon

                   (1)    any sale, exchange or transfer, to any Person not an
     Affiliate of the Company, of all of the Company's Capital Stock in, or all
     or substantially all the assets of, such Restricted Subsidiary, or the
     designation of such Restricted Subsidiary as an Unrestricted Subsidiary,
     which transaction is in compliance with the terms of this Indenture and
     such

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     Restricted Subsidiary is released from all guarantees, if any, by it of
     other Indebtedness of the Company or any Restricted Subsidiaries; and

                   (2)    with respect to any Guarantees created after the date
     of this Indenture, the release by the holders of the Indebtedness of the
     Company described in clause (a) above of their security interest or their
     guarantee by such Restricted Subsidiary (including any deemed release upon
     payment in full of all obligations under such Indebtedness), at such time
     as (A) no other Indebtedness of the Company has been secured or guaranteed
     by such Restricted Subsidiary, as the case may be, or (B) the holders of
     all such other Indebtedness which is secured or guaranteed by such
     Restricted Subsidiary also release their security interest in or guarantee
     by such Restricted Subsidiary (including any deemed release upon payment in
     full of all obligations under such Indebtedness).

                   (3)    the defeasance of the Securities as provided under
     Section 402 or Section 403 or satisfaction and discharge of the Securities
     as provided under Article Twelve; or

                   (4)    the dissolution or liquidation of a Guarantor that is
     permitted under this Indenture.

     SECTION 1014. PURCHASE OF SECURITIES UPON A CHANGE OF CONTROL.

          (a)      If a Change of Control occurs, the Company shall be obligated
to make an offer (the "Change of Control Offer") to purchase all of the
Securities. In the Change of Control Offer, the Company will offer to purchase
all of the Securities, at a purchase price (the "Change of Control Purchase
Price") in cash in an amount equal to 101% of the principal amount of such
Securities, plus accrued and unpaid interest, if any, to the date of purchase
(the "Change of Control Purchase Date") (subject to the rights of Holders of
record on relevant record dates to receive interest due on an Interest Payment
Date).

          (b)      Within 30 days of any Change of Control or, at the Company's
option, prior to such Change of Control but after it is publicly announced, the
Company must notify the Trustee and give written notice (a "Change of Control
Purchase Notice") of the Change of Control to each Holder of Securities, by
first-class mail, postage prepaid, at such Holder's address appearing in the
Security Register. The Change of Control Purchase Notice must state, among other
things:

                   (1)    that a Change of Control has occurred or will occur,
     the date of such event, and that such Holder has the right to require the
     Company to repurchase such Holder's Securities at the Change of Control
     Purchase Price;

                   (2)    that the Change of Control Offer is being made
     pursuant to this Section 1014 and that all Securities properly tendered
     pursuant to the Change of Control Offer and not withdrawn will be accepted
     for payment at the Change of Control Purchase Price and be paid promptly
     following the Change of Control Purchase Date;

                   (3)    the Change of Control Purchase Date, which shall be
     fixed by the Company on a Business Day no earlier than 30 days nor later
     than 60 days from the date such Change of Control Purchase Notice is
     mailed, or such later date as is necessary to comply with requirements
     under the Exchange Act; PROVIDED that the Change of Control Purchase Date
     may not occur prior to the Change of Control;

                                       115


                   (4)    the Change of Control Purchase Price;

                   (5)    the names and addresses of the Paying Agent and the
     offices or agencies referred to in Section 1002;

                   (6)    that Securities must be surrendered on or prior to the
     Change of Control Purchase Date to the Paying Agent at the office of the
     Paying Agent or to an office or agency referred to in Section 1002 to
     collect payment;

                   (7)    that any Security not tendered will continue to accrue
     interest;

                   (8)    that, unless the Company defaults in the payment of
     the Change of Control Purchase Price, any Securities accepted for payment
     pursuant to the Change of Control Offer shall cease to accrue interest
     after the Change of Control Purchase Date; and

                   (9)    other procedures that a holder of Securities must
     follow to accept a Change of Control Offer or to withdraw acceptance of the
     Change of Control Offer.

          (c)      Upon receipt by the Company of the proper tender of
Securities, the Holder of the Security in respect of which such proper tender
was made shall (unless the tender of such Security is properly withdrawn)
thereafter be entitled to receive solely the Change of Control Purchase Price
with respect to such Security. Upon surrender of any such Security for purchase
in accordance with the foregoing provisions, such Security shall be paid by the
Company at the Change of Control Purchase Price; PROVIDED, HOWEVER, that
installments of interest whose Stated Maturity is on or prior to the Change of
Control Purchase Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such on the relevant Regular
Record Dates according to the terms and the provisions of Section 309. If any
Security tendered for purchase in accordance with the provisions of this Section
1014 shall not be so paid upon surrender thereof, the principal thereof (and
premium, if any, thereon) shall, until paid, bear interest from the Change of
Control Purchase Date at the rate borne by such Security. Holders electing to
have Securities purchased will be required to surrender such Securities to the
Paying Agent at the address specified in the Change of Control Purchase Notice
at least one Business Day prior to the Change of Control Purchase Date. Any
Security that is to be purchased only in part shall be surrendered to a Paying
Agent at the office of such Paying Agent (with, if the Company, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar or the Trustee, as the case may be, duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing), and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, one or more new Securities of any
authorized denomination as requested by such Holder in an aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of the
Security so surrendered that is not purchased.

          (d)      The Company shall (i) not later than the Change of Control
Purchase Date, accept for payment Securities or portions thereof tendered
pursuant to the Change of Control Offer, (ii) not later than 10:00 a.m. (New
York time) on the Business Day following the Change of Control Purchase Date,
deposit with the Trustee or with a Paying Agent an amount of money in same day
funds sufficient to pay the aggregate Change of Control Purchase Price of all
the Securities or portions thereof which have been so accepted for payment and
(iii) not later than 10:00 a.m. (New York time) on the Business Day following
the Change of Control Purchase Date, deliver to the Paying Agent an

                                       116


Officers' Certificate stating the Securities or portions thereof accepted for
payment by the Company. The Paying Agent shall promptly mail or deliver to
Holders of Securities so accepted payment in an amount equal to the Change of
Control Purchase Price of the Securities purchased from each such Holder, and
the Company shall execute and the Trustee shall promptly authenticate and mail
or deliver to such Holders a new Security equal in principal amount to any
unpurchased portion of the Security surrendered. Any Securities not so accepted
shall be promptly mailed or delivered by the Paying Agent at the Company's
expense to the Holder thereof. The Company will publicly announce the results of
the Change of Control Offer on the Change of Control Purchase Date. For purposes
of this Section 1014, the Company shall choose a Paying Agent which shall not be
the Company.

          (e)      A tender made in response to a Change of Control Purchase
Notice may be withdrawn if the Company receives, not later than one Business Day
prior to the Change of Control Purchase Date, a telegram, telex, facsimile
transmission or letter, specifying, as applicable:

                   (1)    the name of the Holder;

                   (2)    the certificate number of the Security in respect of
     which such notice of withdrawal is being submitted;

                   (3)    the principal amount of the Security (which shall be
     $1,000 or an integral multiple thereof) delivered for purchase by the
     Holder as to which such notice of withdrawal is being submitted;

                   (4)    a statement that such Holder is withdrawing his
     election to have such principal amount of such Security purchased; and

                   (5)    the principal amount, if any, of such Security (which
     shall be $1,000 or an integral multiple thereof) that remains subject to
     the original Change of Control Purchase Notice and that has been or will be
     delivered for purchase by the Company.

          (f)      Subject to applicable escheat laws, the Trustee and the
Paying Agent shall return to the Company any cash that remains unclaimed,
together with interest or dividends, if any, thereon, held by them for the
payment of the Change of Control Purchase Price; PROVIDED, HOWEVER, that, (x) to
the extent that the aggregate amount of cash deposited by the Company pursuant
to clause (ii) of paragraph (d) above exceeds the aggregate Change of Control
Purchase Price of the Securities or portions thereof to be purchased, then the
Trustee shall hold such excess for the Company and (y) unless otherwise directed
by the Company in writing, promptly after the Business Day following the Change
of Control Purchase Date the Trustee shall return any such excess to the Company
together with interest, if any, thereon.

          (g)      The Company will comply with the applicable tender offer
rules, including Rule 14e-1 under the Exchange Act, and any other applicable
securities laws or regulations in connection with a Change of Control Offer.

          (h)      Notwithstanding the foregoing, the Company will not be
required to make a Change of Control Offer upon a Change of Control if a third
party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Company and purchases all
the Securities validly tendered and not withdrawn under such Change of Control
Offer.

                                       117


     SECTION 1015. LIMITATION ON SUBSIDIARY PREFERRED STOCK.

          (a)      The Company will not permit any Restricted Subsidiary of the
Company to issue, sell or transfer any Preferred Stock, except for (1) Preferred
Stock issued or sold to, held by or transferred to the Company or a Wholly Owned
Restricted Subsidiary, and (2) Preferred Stock issued by a Person prior to the
time (A) such Person becomes a Restricted Subsidiary, (B) such Person merges
with or into a Restricted Subsidiary or (C) a Restricted Subsidiary merges with
or into such Person; PROVIDED that such Preferred Stock was not issued or
incurred by such Person in anticipation of the type of transaction contemplated
by subclause (A), (B) or (C). This paragraph (a) shall not apply upon the
acquisition of all the outstanding Capital Stock of such Restricted Subsidiary
in accordance with the terms of this Indenture.

          (b)      The Company will not permit any Person (other than the
Company or a Wholly Owned Restricted Subsidiary) to acquire Preferred Stock of
any Restricted Subsidiary from the Company or any Restricted Subsidiary, except
upon the acquisition of all the outstanding Capital Stock of such Restricted
Subsidiary in accordance with the terms of this Indenture.

     SECTION 1016. LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS
AFFECTING RESTRICTED SUBSIDIARIES.

          (a)      The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to

                   (1)    pay dividends or make any other distribution on its
     Capital Stock;

                   (2)    pay any Indebtedness owed to the Company or any other
     Restricted Subsidiary;

                   (3)    make any Investment in the Company or any other
     Restricted Subsidiary; or

                   (4)    transfer any of its properties or assets to the
     Company or any other Restricted Subsidiary.

          (b)      However, paragraph (a) of this Section 1016 will not prohibit
any

                   (1)    encumbrance or restriction pursuant to (x) an
     agreement (other than the Credit Agreement and the related documentation)
     in effect on the date of this Indenture, (y) the Credit Agreement and
     related documentation in effect on the date of this Indenture and (z) the
     Senior Subordinated Securities and the Senior Subordinated Securities
     Indenture, and any amendments, modifications, or supplements to the
     documents described in (x), (y) or (z) that are not, on the whole,
     materially less favorable to the Holders of the Securities than those in
     effect on the date of this Indenture;

                   (2)    encumbrance or restriction with respect to a
     Restricted Subsidiary that is not a Restricted Subsidiary of the Company on
     the date of this Indenture, in existence at the time such Person becomes a
     Restricted Subsidiary of the Company and not incurred in connection with,
     or in contemplation of, such Person becoming a Restricted Subsidiary,
     PROVIDED that such encumbrances and restrictions are not applicable to the
     Company or any

                                       118


     Restricted Subsidiary or the properties or assets of the Company or any
     Restricted Subsidiary other than such Subsidiary which is becoming a
     Restricted Subsidiary;

                   (3)    encumbrance or restriction pursuant to any agreement
     governing any Indebtedness permitted by paragraph (b)(8) of Section 1008 as
     to the assets financed with the proceeds of such Indebtedness;

                   (4)    encumbrance or restriction contained in any Acquired
     Indebtedness or other agreement of any entity or related to assets acquired
     by or merged into or consolidated with the Company or any Restricted
     Subsidiaries, so long as such encumbrance or restriction (A) was not
     entered into in contemplation of the acquisition, merger or consolidation
     transaction, and (B) is not applicable to any Person, or the properties or
     assets of any Person, other than the Person, or the property or assets of
     the Person, so acquired, so long as the agreement containing such
     restriction does not violate any other provision of this Indenture;

                   (5)    encumbrance or restriction existing under applicable
     law or any requirement of any governmental or regulatory body;

                   (6)    Liens securing Indebtedness otherwise permitted to be
     incurred under the provisions of Section 1011 that limit the right of the
     debtor to dispose of the assets subject to such Liens;

                   (7)    customary non-assignment provisions in leases,
     permits, licenses or contracts;

                   (8)    customary restrictions contained in (A) asset sale
     agreements permitted to be incurred under Section 1012 that limit the
     transfer of such assets or otherwise impose limitations pending the closing
     of such sale and (B) any other agreement for the sale or other disposition
     of a Restricted Subsidiary that restricts distributions by that Restricted
     Subsidiary pending its sale or other disposition;

                   (9)    restrictions on cash or other deposits or net worth
     imposed by customers under contracts entered into in the ordinary course of
     business;

                   (10)   any agreement or instrument placing contractual
     restrictions applicable only to a Securitization Entity effected in
     connection with, or Liens on receivables or related assets which are the
     subject of, a Permitted Securitization Transaction;

                   (11)   customary restrictions imposed by the terms of joint
     venture agreements; PROVIDED, HOWEVER, such restrictive terms do not apply
     to any Restricted Subsidiaries other than the applicable joint venture;
     PROVIDED FURTHER, HOWEVER, that such restrictions do not materially impact
     the ability of the Company to make payments on the Securities when due as
     required by the terms of this Indenture; and PROVIDED FURTHER, HOWEVER,
     that the Consolidated Net Tangible Assets of all such joint ventures on the
     date of entering into any such joint venture or making additional
     Investments in such joint venture shall not exceed 3.0% of the Consolidated
     Net Tangible Assets of the Company and its Restricted Subsidiaries
     outstanding on the date of entering into, or additional Investments in,
     such joint venture; and

                   (12)   under any agreement that extends, renews, refinances
     or replaces the agreements containing the encumbrances or restrictions in
     the foregoing clauses (1) through

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     (11), or in this clause (12), PROVIDED that the terms and conditions of any
     such encumbrances or restrictions are not more restrictive in any material
     respect taken as a whole than those under or pursuant to the agreement
     evidencing the Indebtedness so extended, renewed, refinanced or replaced.

     SECTION 1017. LIMITATION ON UNRESTRICTED SUBSIDIARIES.

          The Company may designate after the Issue Date any Subsidiary (other
than a Guarantor) as an Unrestricted Subsidiary under this Indenture (a
"Designation") only if:

          (a)      no Default shall have occurred and be continuing at the time
of or after giving effect to such Designation;

          (b)      the Company would not be prohibited from making an Investment
(other than a Permitted Investment) at the time of Designation (assuming the
effectiveness of such Designation) pursuant to paragraph (a) of Section 1009
hereof in an amount (the "Designation Amount") equal to the greater of (1) the
net book value of the Company's interest in such Subsidiary calculated in
accordance with GAAP or (2) the Fair Market Value of the Company's interest in
such Subsidiary as determined in good faith by the Company's Board of Directors;

          (c)      the Company would be permitted to incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in accordance with paragraph
(a) of Section 1008 hereof at the time of such Designation (assuming the
effectiveness of such Designation);

          (d)      such Unrestricted Subsidiary does not own any Capital Stock
in any Restricted Subsidiary of the Company which is not simultaneously being
designated an Unrestricted Subsidiary; and

          (e)      such Unrestricted Subsidiary is not liable, directly or
indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary
Indebtedness, PROVIDED that an Unrestricted Subsidiary may provide a Guarantee
for the Securities.

          In the event of any such Designation, the Company shall be deemed to
have made an Investment constituting a Restricted Payment pursuant to Section
1009 hereof for all purposes of this Indenture in the Designation Amount.

          The Company shall not and shall not cause or permit any Restricted
Subsidiary to at any time

          (a)      provide credit support for, guarantee or subject any of its
property or assets (other than the Capital Stock of any Unrestricted Subsidiary)
to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary
(including any undertaking, agreement or instrument evidencing such
Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or

          (b)      be directly or indirectly liable for any Indebtedness of any
Unrestricted Subsidiary.

          For purposes of the foregoing, the Designation of a Subsidiary of the
Company as an Unrestricted Subsidiary shall be deemed to be the Designation of
all of the Subsidiaries of such

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Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted
Subsidiary, any Person that becomes a Subsidiary of the Company will be
classified as a Restricted Subsidiary.

          The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") if:

          (a)      no Default shall have occurred and be continuing at the time
of and after giving effect to such Revocation;

          (b)      all Liens and Indebtedness of such Unrestricted Subsidiary
outstanding immediately following such Revocation would, if incurred at such
time, have been permitted to be incurred for all purposes of this Indenture; and

          (c)      unless such redesignated Subsidiary shall not have any
Indebtedness outstanding (other than Indebtedness that would be Permitted
Indebtedness), immediately after giving effect to such proposed Revocation, and
after giving PRO FORMA effect to the incurrence of any such Indebtedness of such
redesignated Subsidiary as if such Indebtedness was incurred on the date of the
Revocation, the Company could incur $1.00 of additional Indebtedness (other than
Permitted Indebtedness) pursuant to Section 1008.

          All Designations and Revocations must be evidenced by a resolution of
the Board of Directors of the Company delivered to the Trustee and an Officers'
Certificate certifying compliance with the foregoing provisions.

     SECTION 1018. SALE AND LEASEBACK TRANSACTIONS.

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any Sale and Leaseback Transaction (not including
any Sale and Leaseback Transaction in the form of an operating lease); PROVIDED,
that the Company or one of its Restricted Subsidiaries may enter into a Sale and
Leaseback Transaction if:

                   (1)    the Company or such Restricted Subsidiary could have
     (a) incurred Indebtedness in an amount equal to the Attributable
     Indebtedness relating to such Sale and Leaseback Transaction under Section
     1008 of this Indenture and (b) incurred a Lien to secure such Indebtedness
     under Section 1011 of this Indenture;

                   (2)    the gross cash proceeds of such Sale and Leaseback
     Transaction are at least equal to the Fair Market Value of the property
     that is the subject of such Sale and Leaseback Transaction; and

                   (3)    the transfer of assets in such Sale and Leaseback
     Transaction is permitted by, and the Company applies the proceeds of such
     transaction in compliance with, Section 1012 of this Indenture.

     SECTION 1019. PROVISION OF FINANCIAL STATEMENTS.

          So long as the Securities are Outstanding, whether or not the Company
has a class of securities registered under the Exchange Act, the Company and the
Guarantors shall furnish without cost to each Holder of Securities and file with
the Trustee and the Commission within the time periods specified in the
Commission's rules and regulations: (i) annual reports on Form 20-F or 40-F (or
any

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successor form) containing the information required to be contained therein (or
required in such successor form), including audited year-end consolidated
financial statements (including a balance sheet, income statement and statement
of changes of cash flow) prepared in accordance with GAAP consistently applied
(reconciled to United States generally accepted accounting principles); (ii)
reports on Form 6-K (or any successor form) containing substantially the same
information required to be contained in Form 10-Q (or required in such successor
form), including unaudited quarterly Consolidated financial statements
(including a balance sheet, income statement and statement of changes of cash
flow) prepared in accordance with GAAP consistently applied (reconciled to
United States generally accepted accounting principles); and (iii) promptly from
time to time after the occurrence of an event required to be therein reported,
such other reports on Form 6-K (or any successor form) containing substantially
the same information required to be contained in Form 8-K (or required in any
successor form); PROVIDED, HOWEVER, that the Company and the Guarantors will not
be obligated to file such reports with the Commission prior to the effectiveness
of the Exchange Offer Registration Statement or the Shelf Registration
Statement.

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

          In addition, so long as any of the Securities remain Outstanding, the
Company will make available to any prospective purchaser of the Securities or
beneficial owner of the Securities in connection with any sale thereof the
information required by Rule 144A(d)(4) under the Securities Act, until such
time as the Company has either exchanged the Securities for securities identical
in all material respects which have been registered under the Securities Act or
until such time as the Holders thereof have disposed of such Securities pursuant
to an effective registration statement under the Securities Act.

     SECTION 1020. STATEMENT BY OFFICERS AS TO DEFAULT.

          (a)      The Company and the Guarantors will deliver to the Trustee,
on or before a date not more than 120 days after the end of each fiscal year of
the Company ending after the date hereof, and 60 days after the end of each
fiscal quarter ending after the date hereof, a written statement signed by two
executive officers of the Company and the Guarantors, one of whom shall be the
principal executive officer, principal financial officer or principal accounting
officer of the Company and the Guarantors, as to compliance herewith, including
whether or not, after a review of the activities of the Company during such year
or such quarter and of the Company's and each Guarantor's performance under this
Indenture, to the best knowledge, based on such review, of the signers thereof,
the Company and each Guarantor have fulfilled all of their respective
obligations and are in compliance with all conditions and covenants under this
Indenture throughout such year or quarter, as the case may be, and, if there has
been a Default specifying each Default and the nature and status thereof and any
actions being taken by the Company and the Guarantors with respect thereto.

          (b)      When any Default or Event of Default has occurred and is
continuing, or if the Trustee or any Holder or the trustee for or the holder of
any other evidence of Indebtedness of the Company or any Subsidiary gives any
notice or takes any other action with respect to a claimed default, the Company
and the Guarantors shall deliver to the Trustee by registered or certified mail
or facsimile transmission followed by an originally executed copy of an
Officers' Certificate specifying

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such Default, Event of Default, notice or other action, the status thereof and
what actions the Company and the Guarantors are taking or propose to take with
respect thereto, within five Business Days after the occurrence of such Default
or Event of Default.

     SECTION 1021. FALL AWAY EVENT.

          In the event of the occurrence of a Fall Away Event (and
notwithstanding the failure of the Company subsequently to maintain Investment
Grade Status), (1) the covenants and provisions described under Section 1008,
Section 1009, Section 1010, Section 1011, Section 1012, Section 1015, Section
1016 and Section 1018 shall each no longer be in effect for the remaining term
of the Securities, (2) the Company will no longer be subject to the financial
test set forth in clause (3) under paragraph (a) of Section 801 or to clause (b)
in the first paragraph or clause (c) in the first and fifth paragraphs under
Section 1017 and (3) the covenants described under clause (a) and clause (b)
below will be applicable. The covenants described under clause (a) and clause
(b) below shall replace Sections 1011 and Section 1018 and will only be
applicable in the event of the occurrence of a Fall Away Event.

          (a)      The Company will not, and will not permit any Restricted
Subsidiary to, incur any Lien to secure Indebtedness without making, or causing
such Restricted Subsidiary to make, effective provision for securing the
Securities on an equal and ratable basis (or, in the case of a Lien securing
subordinated Indebtedness, on a prior and senior basis, with the same relative
priority as the Securities, shall have with respect to such subordinated
Indebtedness) for so long as such Indebtedness is so secured.

          The foregoing restrictions will not apply to:

                   (i)    any Lien existing on (or securing Indebtedness
     committed to but not outstanding on) the date of the Fall Away Event (which
     Lien in either case was not created in connection with, or in contemplation
     of, such Fall Away Event);

                   (ii)   any Lien in favor of only the Company or a Restricted
     Subsidiary;

                   (iii)  any Lien arising by reason of

                          (1)   any judgment, decree or order of any court, so
     long as such Lien is adequately bonded and any appropriate legal
     proceedings which may have been duly initiated for the review of such
     judgment, decree or order shall not have been finally terminated or the
     period within which such proceedings may be initiated shall not have
     expired;

                          (2)   taxes, assessments or government charges not yet
     delinquent or which are being contested in good faith;

                          (3)   security for payment of workers' compensation or
     other insurance;

                          (4)   good faith deposits in connection with tenders
     or leases or other contracts (other than contracts for the payment of
     money);

                          (5)   zoning restrictions, easements, licenses,
     reservations, title defects, rights of others for rights of way, utilities,
     sewers, electric lines, telephone or telegraph

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     lines, and other similar purposes, provisions, covenants, conditions,
     waivers, restrictions on the use of property or minor irregularities of
     title (and with respect to leasehold interests, mortgages, obligations,
     Liens and other encumbrances incurred, created, assumed or permitted to
     exist and arising by, through or under a landlord or owner of the leased
     property, with or without consent of the lessee), none of which materially
     impairs the use of any parcel of property material to the operation of the
     business of the Company or any Subsidiary of the value of such property for
     the purpose of such business;

                          (6)   deposits to secure public or statutory
     obligations, or in lieu of surety or appeal bonds; or

                          (7)   operation of law in favor of mechanics,
     carriers, warehousemen, landlords, materialmen, laborers, employees or
     suppliers, incurred in the ordinary course of business for sums which are
     not yet delinquent or are being contested in good faith by negotiations or
     by appropriate proceedings which suspend the collection thereof;

                   (iv)   any Lien securing Acquired Indebtedness created prior
     to (and not created in connection with, or in contemplation of) the
     incurrence of such Indebtedness by the Company or any Subsidiary;

                   (v)    any Lien to secure the performance bids, trade
     contracts, leases (including, without limitation, statutory and common law
     landlord's Liens), statutory obligations, surety and appeal bonds, letters
     of credit and other obligations of a like nature and incurred in the
     ordinary course of business of the Company or any Subsidiary;

                   (vi)   any Lien securing Indebtedness permitted to be
     incurred under Interest Rate Agreements or otherwise incurred to hedge
     interest rate risk;

                   (vii)  any Lien securing Capital Lease Obligations or
     Purchase Money Obligations incurred or assumed solely in connection with
     the acquisition, development or construction of real or personal, moveable
     or immovable property within 90 days of such incurrence or assumption;
     provided that such Liens only extend to such acquired, developed or
     constructed property, such Liens secure Indebtedness in an amount not in
     excess of the original purchase price or the original cost of any such
     assets or repair, addition or improvement thereto;

                   (viii) Liens on assets transferred to a Securitization
     Entity or an asset of a Securitization Entity, in either case, incurred in
     connection with a Permitted Securitization Transaction;

                   (ix)   leases, licenses, subleases and sublicenses of assets
     (including, without limitation, real property and intellectual property
     rights), which do not materially interfere with the ordinary course of
     conduct of the business of the Company or any Restricted Subsidiary;

                   (x)    Liens securing Indebtedness or other obligations of a
     Restricted Subsidiary owing to the Company or another Restricted
     Subsidiary;

                   (xi)   any extension, renewal, refinancing or replacement, in
     whole or in part, of any Lien described in the foregoing clauses (i)
     through (x) so long as no additional collateral is granted as security
     thereby; and

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                   (xii)  Liens (not including Liens permitted by clauses (i)
     through (xi) above) securing Indebtedness in the aggregate principal amount
     outstanding at any one time not to exceed 10% of Consolidated Net Tangible
     Assets.

          (b)      The Company will not, and will not permit any of its
Subsidiaries to, enter into any Sale and Leaseback Transaction (not including
any Sale and Leaseback Transaction in the form of an operating lease); PROVIDED,
that the Company or one of its Subsidiaries may enter into a Sale and Leaseback
Transaction if:

                   (i)    the Company or such Subsidiary could have incurred a
     Lien to secure the Indebtedness relating to such Sale and Leaseback
     Transaction pursuant to Section 1011; and

                   (ii)   the gross cash proceeds of such sale and leaseback
     transaction are at least equal to the Fair Market Value of the property
     that is the subject of such sale and leaseback transaction.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

     SECTION 1101. ADDITIONAL AMOUNTS.

          All payments made by or on behalf of the Company or any Guarantor
under or with respect to the Securities or any Guarantee will be made free and
clear of and without withholding or deduction for or on account of any present
or future taxes, duties, levies, imposts, assessments or other governmental
charges of whatever nature (including any penalties, interest and other
liabilities related thereto) imposed, assessed or levied by or on behalf of any
Taxing Authority (collectively, "Taxes"), unless the Company or any Guarantor,
as the case may be, is required to withhold or deduct Taxes by law or by the
interpretation or administration thereof. If the Company or any Guarantor is so
required to withhold or deduct any amount for or on account of any Taxes from
any payment made under or with respect to the Securities or any Guarantee, the
Company or such Guarantor, as the case may be, will pay such additional amounts
("Additional Amounts") as may be necessary so that the net amount (including
Additional Amounts) received by each Holder and beneficial owner of the
Securities after such withholding or deduction (including any withholding or
deduction in respect of Additional Amounts) will not be less than the amount
such Holder or beneficial owner would have received if such Taxes had not been
withheld or deducted; PROVIDED that no Additional Amounts will be payable with
respect to a payment made to a Holder or beneficial owner of Securities or to a
third party on behalf of a Holder or beneficial owner of the Securities if and
to the extent any of the following exceptions apply (if and to any such extent,
an "Excluded Holder"):

          (a)      in the case of Canadian withholding Taxes, such Taxes were so
imposed, assessed or levied by reason of the Company's not dealing at
arm's-length (within the meaning of the Income Tax Act (Canada)) with such
Holder or beneficial owner at the time of making such payment,

          (b)      such Taxes were so imposed, assessed or levied on such
payment to such Holder or beneficial owner by reason of its being connected with
the relevant Taxing Jurisdiction otherwise than by reason of such Holder's or
beneficial owner's activity in connection with purchasing the Securities, mere
ownership or disposition of the Securities, receipt of payments under the
Securities or enforcement or exercise of its rights under the Securities, the
Guarantees or this Indenture,

                                       125


          (c)      such payment could have been made without such deduction or
withholding of such Taxes if the relevant Security had been presented for
payment (where presentation is required) within 30 days after the date on which
such payment or such Security became due and payable or the date on which
payment thereof is duly provided for, whichever is later (except to the extent
that the Holder or beneficial owner would have been entitled to Additional
Amounts had the Security been presented on the last day of such 30-day period),

          (d)      the Holder or beneficial owner is a fiduciary, a partnership
or not the sole beneficial owner of a Security, if and to the extent that any
beneficiary or settler with respect to such fiduciary, any partner in such
partnership or a beneficial owner of such Security (as the case may be) would
not have been entitled to receive Additional Amounts with respect to the payment
in question if such beneficiary, settler, partner or beneficial owner had been
the sole beneficial owner of such Security (but only if there is no material
cost or expense associated with transferring such Security to such beneficiary,
settler, partner or beneficial owner and no restriction on such transfer that is
outside the control of such beneficiary, settler, partner or beneficial owner),

          (e)      such Holder or beneficial owner failed to duly and timely
comply with a written request of the Company addressed or otherwise provided to
the Holder (and made at a time which would enable the Holder and/or beneficial
owner acting reasonably to duly and timely comply with that request) to provide
information, documents or other evidence concerning such Holder's or beneficial
owner's nationality, residence, entitlement to treaty benefits, identity or
connection with the relevant Taxing Authority or any political subdivision or
authority thereof, but only (x) if and to the extent that such Holder and/or
beneficial owner was legally able to comply with such request and (y) if and to
the extent due and timely compliance with such request is required by the law,
regulation, administrative practice or any treaty obligation of the relevant
Taxing Authority or any political subdivision or authority thereof as a
precondition to reduction or elimination of any Taxes as to which Additional
Amounts would have otherwise been payable to such Holder or beneficial owner of
Securities but for this clause (e), or

          (f)      any combination of the foregoing clauses of this proviso.

          The Company or such Guarantor will also (a) make such withholding or
deduction and (b) remit the full amount deducted or withheld to the relevant
Taxing Authority in accordance with applicable law. The Company or such
Guarantor will furnish to the Trustee, within 30 days after the date the payment
of any Taxes is due pursuant to applicable law, certified copies of tax receipts
evidencing such payment by the Company or such Guarantor.

          The Company and each Guarantor will indemnify and hold harmless each
Holder and beneficial owner of Securities (other than an Excluded Holder with
respect to any Taxes) and, upon written request, promptly reimburse each such
Holder or beneficial owner for the amount of: (1) any Taxes paid by such Holder
or beneficial owner as a result of payments made under or with respect to the
Securities or any Guarantee or any Documentary Taxes paid by such Holder or
beneficial owner and (2) any Taxes paid by such Holder or beneficial owner with
respect to any reimbursement payment under the foregoing clause (1), so that the
net amount received by such Holder or beneficial owner after such reimbursement
payment will not be less than the net amount such Holder or beneficial owner
would have received if the Taxes or the Documentary Taxes described in the
foregoing clauses (1) and (2) had not been imposed, assessed or levied, but
excluding any such Taxes on such Holder's or beneficial owner's net income
generally.

                                       126


          At least 30 days prior to each date on which any payment under or with
respect to the Securities is due and payable, if the Company or any Guarantor
will be obligated to pay Additional Amounts with respect to such payment, the
Company will deliver to the Trustee an Officers' Certificate stating the fact
that such Additional Amounts will be payable and the amounts so payable, and
will set forth such other information necessary to enable the Trustee to pay
such Additional Amounts to Holders of Securities on the payment date.

          Whenever in this Indenture there is mentioned, in any context, the
payment of principal (and premium, if any), Redemption Price, Change in Control
Purchase Price, interest or any other amount payable under or with respect to
any Security or any Guarantee, such mention shall be deemed to include mention
of the payment of Additional Amounts or reimbursement payments to the extent
that, in such context, Additional Amounts or reimbursement payments are, were or
would be payable in respect thereof.

          The Company will pay any present or future stamp, issue, registration,
court, documentary or other similar Taxes (including Additional Amounts with
respect thereto) imposed, assessed or levied by any Taxing Jurisdiction in
respect of or in connection with the execution, issuance, redemption,
retirement, delivery or registration of, or enforcement of rights under, this
Indenture, the Securities, the Guarantees or any related document (collectively,
"Documentary Taxes").

          The obligation to pay Additional Amounts, any reimbursement payments
and Documentary Taxes under the terms and conditions described above will
survive any termination, defeasance or discharge of this Indenture.

     SECTION 1102. TAX REDEMPTION

          The Securities will be subject to redemption as a whole, but not in
part, at the option of the Company at any time, on not less than 30 nor more
than 60 days' prior written notice to the Holders of Securities (which notice
shall be irrevocable), at 100% of the principal amount, together with any
accrued and unpaid interest thereon to the Redemption Date, and all Additional
Amounts, if any, then due or becoming due on the Redemption Date, in the event
the Company or any Guarantor is, has become or would become obligated to pay, on
the next date on which any amount would be payable with respect to the
Securities, any Additional Amounts or reimbursement payments (other than in
respect of Documentary Taxes) as a result of any change in, or amendment to, the
laws (including any regulations or rulings promulgated thereunder) of any Taxing
Jurisdiction or any change in, or amendment to, any official position regarding
the application, administration or interpretation of such laws, regulations or
rulings (including a holding, judgment or order by a court of competent
jurisdiction), which change or amendment is announced or becomes effective on or
after the date of this Indenture; PROVIDED:

          (a)      the Company or the applicable Guarantor has determined, in
its business judgment, that the obligation to pay such Additional Amounts cannot
be avoided by the use of reasonable measures available to the Company or such
Guarantor; and

          (b)      in the case of such Additional Amounts payable by a Guarantor
with respect to Taxes imposed, assessed or levied by or on behalf of a Taxing
Authority other than Canada or the United States of America or any political
subdivision or authority of either of the foregoing, such Guarantor has been
making payments to the Holders of the Securities pursuant to its Guarantee prior
to

                                       127


the earlier of the time such change or amendment is announced or such change or
amendment becomes effective.

          Notwithstanding the foregoing:

          (a)      no such notice of redemption shall be given earlier than 90
days prior to the earliest date on which the Company or the applicable Guarantor
would, but for such redemption, be obligated to pay such Additional Amounts or
reimbursement payments or later than 365 days after the date on which the
Company or the applicable Guarantor first becomes liable (or if later, the
earlier of the date on which it first becomes aware of its liability or the date
on which it reasonably should have become aware of its liability) to pay such
Additional Amounts or reimbursement payments as a result of any change or
amendment described above, and

          (b)      at the time such notice is given, the Company's or the
applicable Guarantor's obligation to pay such Additional Amounts or
reimbursement payments remains in effect.

          Prior to the mailing of any notice of redemption of the Securities
pursuant to the foregoing, the Company will deliver to the Trustee (i) an
Officers' Certificate stating that the Company is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of the Company so to redeem have occurred, and (ii) an
Opinion of Independent Counsel in the relevant Taxing Jurisdiction of recognized
national standing to the effect that the Company or the applicable Guarantor is,
has become or would become obligated to pay such Additional Amounts or
reimbursement payments as a result of such change or amendment as described
above. The Trustee shall accept such Officers' Certificate and Opinion of
Independent Counsel as sufficient evidence of the satisfaction of the conditions
precedent above, which Officers' Certificate and Opinion of Independent Counsel
shall then be binding on the Holders and beneficial owners of the Securities.

     SECTION 1103. RIGHTS OF REDEMPTION.

          (a)      The Securities are subject to redemption at any time on or
after August 1, 2008, at the option of the Company, in whole or in part, subject
to the conditions, and at the Redemption Prices specified in the form of
Security, together with accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on relevant Regular Record Dates
and Special Record Dates to receive interest due on relevant Interest Payment
Dates and Special Payment Dates).

          (b)      In addition, at any time prior to August 1, 2007, the
Company, at its option, may use the net proceeds of one or more Equity Offerings
to redeem on one or more occasions up to an aggregate of 35% of the aggregate
principal amount of Securities originally issued under this Indenture at a
Redemption Price equal to 107.625% of the aggregate principal amount of the
Securities redeemed, plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the rights of Holders of record on relevant record dates to
receive interest due on an Interest Payment Date). At least 65% of the initial
aggregate principal amount of Securities must remain outstanding immediately
after the occurrence of such redemption. In order to effect this redemption, the
Company must mail a notice of redemption no later than 30 days after the closing
of the related Equity Offering and must complete such redemption within 90 days
of the closing of the Equity Offering.

                                       128


     SECTION 1104. APPLICABILITY OF ARTICLE.

          Redemption of Securities at the election of the Company or otherwise,
as permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article Eleven.

     SECTION 1105. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

          The election of the Company to redeem any Securities pursuant to
Section 1101 shall be evidenced by a Company Order and an Officers' Certificate.
In case of any redemption at the election of the Company, the Company shall, not
less than 45 nor more than 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice period shall be satisfactory to the Trustee),
notify the Trustee in writing of such Redemption Date and of the principal
amount of Securities to be redeemed.

     SECTION 1106. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

          If less than all the Securities are to be redeemed, the particular
Securities or portions thereof to be redeemed shall be selected not more than 30
days prior to the Redemption Date. The Trustee shall select the Securities or
portions thereof to be redeemed in compliance with the requirements of the
principal national security exchange, if any, on which the Securities are
listed, or if the Securities are not listed, on a pro rata basis, by lot or by
any other method the Trustee shall deem fair and reasonable. Securities redeemed
in part must be redeemed only in integral multiples of $1,000. Redemption
pursuant to the provisions of Section 1103(b) relating to an Equity Offering
must be made on a pro rata basis or on as nearly a pro rata basis as practicable
(subject to the procedures of DTC or any other depositary).

          The Trustee shall promptly notify the Company and the Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Securities shall relate, in
the case of any Security redeemed or to be redeemed only in part, to the portion
of the principal amount of such Security which has been or is to be redeemed.

     SECTION 1107. NOTICE OF REDEMPTION.

          Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 days nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at its address
appearing in the Security Register.
          All notices of redemption shall state:

          (a)      the Redemption Date;

          (b)      the Redemption Price;

          (c)      if less than all Outstanding Securities are to be redeemed,
the identification of the particular Securities to be redeemed;

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          (d)      in the case of a Security to be redeemed in part, the
principal amount of such Security to be redeemed and that after the Redemption
Date upon surrender of such Security, new Security or Securities in the
aggregate principal amount equal to the unredeemed portion thereof will be
issued;

          (e)      that Securities called for redemption must be surrendered to
the Paying Agent to collect the Redemption Price;

          (f)      that on the Redemption Date the Redemption Price will become
due and payable upon each such Security or portion thereof to be redeemed, and
that (unless the Company shall default in payment of the Redemption Price)
interest thereon shall cease to accrue on and after said date;

          (g)      the names and addresses of the Paying Agent and the offices
or agencies referred to in Section 1002 where such Securities are to be
surrendered for payment of the Redemption Price;

          (h)      the CUSIP number, if any, relating to such Securities; and

          (i)      the procedures that a Holder must follow to surrender the
Securities to be redeemed.

          Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's written request,
by the Trustee in the name and at the expense of the Company. If the Company
elects to give notice of redemption, it shall provide the Trustee with an
Officers' Certificate stating that such notice has been given in compliance with
the requirements of this Section 1107.

          The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Security designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of
any other Security.

     SECTION 1108. DEPOSIT OF REDEMPTION PRICE.

          On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company or any of its Affiliates is
acting as Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money in same day funds sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date or Special
Payment Date) accrued interest on, all the Securities or portions thereof which
are to be redeemed on that date. The Paying Agent shall promptly mail or deliver
to Holders of Securities so redeemed payment in an amount equal to the
Redemption Price of the Securities purchased from each such Holder. All money,
if any, earned on funds held in trust by the Trustee or any Paying Agent shall
be remitted to the Company. For purposes of this Section 1110, the Company shall
choose a Paying Agent which shall not be the Company.

     SECTION 1109. SECURITIES PAYABLE ON REDEMPTION DATE.

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and

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from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption Price
together with accrued interest to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such on the relevant Regular Record Dates
and Special Record Dates according to the terms and the provisions of Section
309.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and premium, if any, shall,
until paid, bear interest from the Redemption Date at the rate borne by such
Security.

     SECTION 1110. SECURITIES REDEEMED OR PURCHASED IN PART.

          Any Security which is to be redeemed or purchased only in part shall
be surrendered to the Paying Agent at the office or agency maintained for such
purpose pursuant to Section 1002 (with, if the Company, the Security Registrar
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company, the Security Registrar or the
Trustee, as the case may be, duly executed by, the Holder thereof or such
Holder's attorney duly authorized in writing), and the Company shall execute,
and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the unredeemed portion of the principal of the Security so
surrendered that is not redeemed or purchased.

                                 ARTICLE TWELVE

                           SATISFACTION AND DISCHARGE

     SECTION 1201. SATISFACTION AND DISCHARGE OF INDENTURE.

          This Indenture will be discharged and will cease to be of further
effect (except as to surviving rights of registration of transfer or exchange of
Securities as expressly provided for herein) as to all Outstanding Securities
hereunder, and the Trustee, upon Company Request and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

          (a)      either

                   (1)    all such Securities theretofore authenticated and
     delivered (except lost, stolen or destroyed Securities which have been
     replaced or paid as provided in Section 308 or (ii) all Securities for
     whose payment money has theretofore been deposited in trust or segregated
     and held in trust by the Company and thereafter repaid to the Company or
     discharged from such trust as provided in Section 1003) have been delivered
     to the Trustee for cancellation; or

                   (2)    all such Securities not theretofore delivered to the
     Trustee for cancellation (i) have become due and payable, (ii) will become
     due and payable at their Stated Maturity within one year or (iii) are to be
     called for redemption within one year under

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     arrangements reasonably satisfactory to the Trustee for the giving of
     notice of redemption by the Trustee in the name, and at the expense, of the
     Company;

          (b)      the Company or any Guarantor has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust an amount in
United States dollars sufficient to pay and discharge the entire Indebtedness on
the Securities not theretofore delivered to the Trustee for cancellation,
including the principal of, premium, if any, and accrued interest at such
Maturity, Stated Maturity or Redemption Date;

          (c)      no Default or Event of Default shall have occurred and be
continuing on the date of such deposit;

          (d)      the Company or any Guarantor has paid or caused to be paid
all other sums payable hereunder by the Company and any Guarantor; and

          (e)      the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Independent Counsel each stating that (i) all
conditions precedent herein relating to the satisfaction and discharge hereof
have been complied with and (2) such satisfaction and discharge will not result
in a breach or violation of, or constitute a default under, this Indenture or
any other material agreement or instrument to which the Company, any Guarantor
or any Subsidiary is a party or by which the Company, any Guarantor or any
Subsidiary is bound.

          Notwithstanding the satisfaction and discharge hereof, the obligations
of the Company to the Trustee under Section 607 and, if United States dollars
shall have been deposited with the Trustee pursuant to subclause (2) of
subsection (a) of this Section 1201, the obligations of the Trustee under
Section 1202 and the last paragraph of Section 1003 shall survive.

     SECTION 1202. APPLICATION OF TRUST MONEY.

          Subject to the provisions of the last paragraph of Section 1003, all
United States dollars deposited with the Trustee pursuant to Section 1201 shall
be held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal of,
premium, if any, and interest on, the Securities for whose payment such United
States dollars have been deposited with the Trustee.

                                ARTICLE THIRTEEN

                                   GUARANTEES

     SECTION 1301. GUARANTORS' GUARANTEE.

          For value received, each of the Guarantors, in accordance with this
Article Thirteen, hereby absolutely, fully, unconditionally and irrevocably
guarantees, jointly and severally with each other and with each other Person
which may become a Guarantor hereunder, to the Trustee and the Holders, the
punctual payment and performance when due of all Indenture Obligations (which
for purposes of this Guarantee shall also be deemed to include all commissions,
fees, charges, costs and other expenses (including reasonable legal fees and
disbursements of counsel) arising out of or incurred by the Trustee or the
Holders in connection with the enforcement of this Guarantee).

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     SECTION 1302. CONTINUING GUARANTEE; NO RIGHT OF SET-OFF; INDEPENDENT
OBLIGATION.

          (a)      This Guarantee shall be a continuing guarantee of the payment
and performance of all Indenture Obligations and shall remain in full force and
effect until the payment in full of all of the Indenture Obligations and shall
apply to and secure any ultimate balance due or remaining unpaid to the Trustee
or the Holders; and this Guarantee shall not be considered as wholly or
partially satisfied by the payment or liquidation at any time or from time to
time of any sum of money for the time being due or remaining unpaid to the
Trustee or the Holders. Each Guarantor, jointly and severally, covenants and
agrees to comply with all obligations, covenants, agreements and provisions
applicable to it in this Indenture including those set forth in Article Eight.
Without limiting the generality of the foregoing, each Guarantor's liability
shall extend to all amounts which constitute part of the Indenture Obligations
and would be owed by the Company under this Indenture and the Securities but for
the fact that they are unenforceable, reduced, limited, impaired, suspended or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company.

          (b)      Each Guarantor, jointly and severally, hereby guarantees that
the Indenture Obligations will be paid to the Trustee without set-off or
counterclaim or other reduction whatsoever (whether for taxes, withholding or
otherwise) in lawful currency of the United States of America.

          (c)      Each Guarantor, jointly and severally, guarantees that the
Indenture Obligations shall be paid strictly in accordance with their terms
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Holders of the
Securities.

          (d)      Each Guarantor's liability to pay or perform or cause the
performance of the Indenture Obligations under this Guarantee shall arise
forthwith after demand for payment or performance by the Trustee has been given
to the Guarantors in the manner prescribed in Section 106 hereof.

          (e)      Except as provided herein, the provisions of this Article
Thirteen cover all agreements between the parties hereto relative to this
Guarantee and none of the parties shall be bound by any representation, warranty
or promise made by any Person relative thereto which is not embodied herein; and
it is specifically acknowledged and agreed that this Guarantee has been
delivered by each Guarantor free of any conditions whatsoever and that no
representations, warranties or promises have been made to any Guarantor
affecting its liabilities hereunder, and that the Trustee shall not be bound by
any representations, warranties or promises now or at any time hereafter made by
the Company to any Guarantor.

          (f)      This Guarantee is a guarantee of payment, performance and
compliance and not of collectibility and is in no way conditioned or contingent
upon any attempt to collect from or enforce performance or compliance by the
Company or upon any event or condition whatsoever.

          (g)      The obligations of the Guarantors set forth herein constitute
the full recourse obligations of the Guarantors enforceable against them to the
full extent of all their assets and properties.

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     SECTION 1303. GUARANTEE ABSOLUTE.

          The obligations of the Guarantors hereunder are independent of the
obligations of the Company under the Securities and this Indenture and a
separate action or actions may be brought and prosecuted against any Guarantor
whether or not an action or proceeding is brought against the Company and
whether or not the Company is joined in any such action or proceeding. The
liability of the Guarantors hereunder is irrevocable, absolute and unconditional
and (to the extent permitted by law) the liability and obligations of the
Guarantors hereunder shall not be released, discharged, mitigated, waived,
impaired or affected in whole or in part by:

          (a)      any defect or lack of validity or enforceability in respect
of any Indebtedness or other obligation of the Company or any other Person under
this Indenture or the Securities, or any agreement or instrument relating to any
of the foregoing;

          (b)      any grants of time, renewals, extensions, indulgences,
releases, discharges or modifications which the Trustee or the Holders may
extend to, or make with, the Company, any Guarantor or any other Person, or any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Indenture Obligations, or any other amendment or waiver of, or any
consent to or departure from, this Indenture or the Securities, including any
increase or decrease in the Indenture Obligations;

          (c)      the taking of security from the Company, any Guarantor or any
other Person, and the release, discharge or alteration of, or other dealing
with, such security;

          (d)      the occurrence of any change in the laws, rules, regulations
or ordinances of any jurisdiction by any present or future action of any
governmental authority or court amending, varying, reducing or otherwise
affecting, or purporting to amend, vary, reduce or otherwise affect, any of the
Indenture Obligations and the obligations of any Guarantor hereunder;

          (e)      the abstention from taking security from the Company, any
Guarantor or any other Person or from perfecting, continuing to keep perfected
or taking advantage of any security;

          (f)      any loss, diminution of value or lack of enforceability of
any security received from the Company, any Guarantor or any other Person, and
including any other guarantees received by the Trustee;

          (g)      any other dealings with the Company, any Guarantor or any
other Person, or with any security;

          (h)      the Trustee's or the Holders' acceptance of compositions from
the Company or any Guarantor;

          (i)      the application by the Holders or the Trustee of all monies
at any time and from time to time received from the Company, any Guarantor or
any other Person on account of any Indebtedness and liabilities owing by the
Company or any Guarantor to the Trustee or the Holders, in such manner as the
Trustee or the Holders deems best and the changing of such application in whole
or in part and at any time or from time to time, or any manner of application of
collateral, or proceeds thereof, to all or any of the Indenture Obligations, or
the manner of sale of any collateral;

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          (j)      the release or discharge of the Company or any Guarantor of
the Securities or of any Person liable directly as surety or otherwise by
operation of law or otherwise for the Securities, other than an express release
in writing given by the Trustee, on behalf of the Holders, of the liability and
obligations of any Guarantor hereunder;

          (k)      any change in the name, business, capital structure or
governing instrument of the Company or any Guarantor or any refinancing or
restructuring of any of the Indenture Obligations;

          (l)      subject to Section 1314, the sale of the Company's or any
Guarantor's business or any part thereof;

          (m)      subject to Section 1314, any merger or consolidation,
arrangement or reorganization of the Company, any Guarantor, any Person
resulting from the merger or consolidation of the Company or any Guarantor with
any other Person or any other successor to such Person or merged or consolidated
Person or any other change in the corporate existence, structure or ownership of
the Company or any Guarantor or any change in the corporate relationship between
the Company and any Guarantor, or any termination of such relationship;

          (n)      the insolvency, bankruptcy, liquidation, winding-up,
dissolution, receivership, arrangement, readjustment, assignment for the benefit
of creditors or distribution of the assets of the Company or its assets or any
resulting discharge of any obligations of the Company (whether voluntary or
involuntary) or of any Guarantor (whether voluntary or involuntary) or the loss
of corporate existence;

          (o)      subject to Section 1314, any arrangement or plan of
reorganization affecting the Company or any Guarantor;

          (p)      any failure, omission or delay on the part of the Company to
conform or comply with any term of this Indenture;

          (q)      any limitation on the liability or obligations of the Company
or any other Person under this Indenture, or any discharge, termination,
cancellation, distribution, irregularity, invalidity or unenforceability in
whole or in part of this Indenture;

          (r)      any other circumstance (including any statute of limitations)
that might otherwise constitute a defense available to, or discharge of, the
Company or any Guarantor; or

          (s)      any modification, compromise, settlement or release by the
Trustee, or by operation of law or otherwise, of the Indenture Obligations or
the liability of the Company or any other obligor under the Securities, in whole
or in part, and any refusal of payment by the Trustee, in whole or in part, from
any other obligor or other guarantor in connection with any of the Indenture
Obligations, whether or not with notice to, or further assent by, or any
reservation of rights against, each of the Guarantors.

     SECTION 1304. RIGHT TO DEMAND FULL PERFORMANCE.

          In the event of any demand for payment or performance by the Trustee
from any Guarantor hereunder, the Trustee or the Holders shall have the right to
demand its full claim and to receive all dividends or other payments in respect
thereof until the Indenture Obligations have been paid in full, and the
Guarantors shall continue to be jointly and severally liable hereunder for any

                                       135


balance which may be owing to the Trustee or the Holders by the Company under
this Indenture and the Securities. The retention by the Trustee or the Holders
of any security, prior to the realization by the Trustee or the Holders of its
rights to such security upon foreclosure thereon, shall not, as between the
Trustee and any Guarantor, be considered as a purchase of such security, or as
payment, satisfaction or reduction of the Indenture Obligations due to the
Trustee or the Holders by the Company or any part thereof. Each Guarantor,
promptly after demand, will reimburse the Trustee and the Holders for all costs
and expenses of collecting such amount under, or enforcing this Guarantee,
including, without limitation, the reasonable fees and expenses of counsel.

     SECTION 1305. WAIVERS.

          (a)      Each Guarantor hereby expressly waives (to the extent
permitted by law) notice of the acceptance of this Guarantee and notice of the
existence, renewal, extension or the non-performance, non-payment, or
non-observance on the part of the Company of any of the terms, covenants,
conditions and provisions of this Indenture or the Securities or any other
notice whatsoever to or upon the Company or such Guarantor with respect to the
Indenture Obligations, whether by statute, rule of law or otherwise. Each
Guarantor hereby acknowledges communication to it of the terms of this Indenture
and the Securities and all of the provisions therein contained and consents to
and approves the same. Each Guarantor hereby expressly waives (to the extent
permitted by law) diligence, presentment, protest and demand for payment with
respect to (i) any notice of sale, transfer or other disposition of any right,
title to or interest in the Securities by the Holders or in this Indenture, (ii)
any release of any Guarantor from its obligations hereunder resulting from any
loss by it of its rights of subrogation hereunder and (iii) any other
circumstances whatsoever that might otherwise constitute a legal or equitable
discharge, release or defense of a guarantor or surety or that might otherwise
limit recourse against such Guarantor.

          (b)      Without prejudice to any of the rights or recourses which the
Trustee or the Holders may have against the Company, each Guarantor hereby
expressly waives (to the extent permitted by law) any right to require the
Trustee or the Holders to:

                   (i)    enforce, assert, exercise, initiate or exhaust any
                          rights, remedies or recourse against the Company, any
                          Guarantor or any other Person under this Indenture or
                          otherwise;

                   (ii)   value, realize upon, or dispose of any security of the
                          Company or any other Person held by the Trustee or the
                          Holders;

                   (iii)  initiate or exhaust any other remedy which the Trustee
                          or the Holders may have in law or equity; or

                   (iv)   mitigate the damages resulting from any Default under
                          this Indenture;

before requiring or becoming entitled to demand payment from such Guarantor
under this Guarantee.

     SECTION 1306. THE GUARANTORS REMAIN OBLIGATED IN EVENT THE COMPANY IS NO
LONGER OBLIGATED TO DISCHARGE INDENTURE OBLIGATIONS.

          It is the express intention of the Trustee and the Guarantors that if
for any reason the Company has no legal existence, is or becomes under no legal
obligation to discharge the Indenture Obligations owing to the Trustee or the
Holders by the Company or if any of the Indenture Obligations

                                       136


owing by the Company to the Trustee or the Holders becomes irrecoverable from
the Company by operation of law or for any reason whatsoever, this Guarantee and
the covenants, agreements and obligations of the Guarantors contained in this
Article Thirteen shall nevertheless be binding upon the Guarantors, as principal
debtor, until such time as all such Indenture Obligations have been paid in full
to the Trustee and all Indenture Obligations owing to the Trustee or the Holders
by the Company have been discharged, or such earlier time as Section 402 shall
apply to the Securities and the Guarantors shall be responsible for the payment
thereof to the Trustee or the Holders upon demand.

     SECTION 1307. FRAUDULENT CONVEYANCE; CONTRIBUTION; SUBROGATION.

          (a)      Each Guarantor that is a Subsidiary of the Company and, by
its acceptance hereof, each Holder hereby confirm that it is the intention of
all such parties that the Guarantee by such Guarantor pursuant to its Guarantee
not constitute a fraudulent transfer or conveyance for purposes of the
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law. To effectuate the foregoing
intention, the Holders and such Guarantor hereby irrevocably agree that the
obligations of such Guarantor under its Guarantee shall be limited to the
maximum amount which, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Guarantee or pursuant to its
contribution obligations under this Indenture, will result in the obligations of
such Guarantor under its Guarantee not constituting such fraudulent transfer or
conveyance.

          (b)      Each Guarantor that makes a payment or distribution under its
Guarantee shall be entitled to a contribution from each other Guarantor, if any,
in a PRO RATA amount based on the net assets of each Guarantor, determined in
accordance with GAAP.

          (c)      Until the Securities are paid in full, each Guarantor hereby
waives all rights of subrogation or contribution, whether arising by contract or
operation of law (including, without limitation, any such right arising under
federal Bankruptcy Law) or otherwise by reason of any payment by it pursuant to
the provisions of this Article Thirteen.

     SECTION 1308. GUARANTEE IS IN ADDITION TO OTHER SECURITY.

          This Guarantee shall be in addition to and not in substitution for any
other guarantees or other security, if any, which the Trustee may now or
hereafter hold in respect of the Indenture Obligations owing to the Trustee or
the Holders by the Company and (except as may be required by law) the Trustee
shall be under no obligation to marshal in favor of each of the Guarantors any
other guarantees or other security or any moneys or other assets which the
Trustee may be entitled to receive or upon which the Trustee or the Holders may
have a claim.

     SECTION 1309. RELEASE OF SECURITY INTERESTS.

          Without limiting the generality of the foregoing and except as
otherwise provided in this Indenture, each Guarantor hereby consents and agrees,
to the fullest extent permitted by applicable law, that the rights of the
Trustee hereunder, and the liability of the Guarantors hereunder, shall not be
affected by any and all releases for any purpose of any collateral, if any, from
the Liens and security interests created by any collateral document and that
this Guarantee shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Indenture Obligations is

                                       137


rescinded or must otherwise be returned by the Trustee upon the insolvency,
bankruptcy or reorganization of the Company or otherwise, all as though such
payment had not been made.

     SECTION 1310. NO BAR TO FURTHER ACTIONS.

          Except as provided by law, no action or proceeding brought or
instituted under this Article Thirteen and this Guarantee and no recovery or
judgment in pursuance thereof shall be a bar or defense to any further action or
proceeding which may be brought under this Article Thirteen and this Guarantee
by reason of any further default or defaults under this Article Thirteen and
this Guarantee or in the payment of any of the Indenture Obligations owing by
the Company.

     SECTION 1311. FAILURE TO EXERCISE RIGHTS SHALL NOT OPERATE AS A WAIVER; NO
SUSPENSION OF REMEDIES.

          (a)      No failure to exercise and no delay in exercising, on the
part of the Trustee or the Holders, any right, power, privilege or remedy under
this Article Thirteen and this Guarantee shall operate as a waiver thereof, nor
shall any single or partial exercise of any rights, power, privilege or remedy
preclude any other or further exercise thereof, or the exercise of any other
rights, powers, privileges or remedies. The rights and remedies herein provided
for are cumulative and not exclusive of any rights or remedies provided in law
or equity.

          (b)      Nothing contained in this Article Thirteen shall limit the
right of the Trustee or the Holders to take any action to accelerate the
Maturity of the Securities pursuant to Article Five or to pursue any rights or
remedies hereunder or under applicable law.

     SECTION 1312. TRUSTEE'S DUTIES; NOTICE TO TRUSTEE.

          (a)      Any provision in this Article Thirteen or elsewhere in this
Indenture allowing the Trustee to request any information or to take any action
authorized by, or on behalf of any Holder, shall be permissive and shall not be
obligatory on the Trustee except as the Holders may direct in accordance with
the provisions of this Indenture or where the failure of the Trustee to request
any such information or to take any such action arises from the Trustee's gross
negligence, bad faith or willful misconduct.

          (b)      The Trustee shall not be required to inquire into the
existence, powers or capacities of the Company, any Guarantor or the officers,
directors or agents acting or purporting to act on their respective behalf.

     SECTION 1313. SUCCESSORS AND ASSIGNS.

          Subject to Section 1314, all terms, agreements and conditions of this
Article Thirteen shall extend to and be binding upon each Guarantor and its
successors and permitted assigns and shall inure to the benefit of and may be
enforced by the Trustee and its successors and assigns; PROVIDED, HOWEVER, that
the Guarantors may not assign any of their rights or obligations hereunder other
than in accordance with Article Eight.

     SECTION 1314. RELEASE OF GUARANTEE.

          Concurrently with the payment in full of all of the Indenture
Obligations, the Guarantors shall be released from and relieved of their
obligations under this Article Thirteen. Upon

                                       138


the delivery by the Company to the Trustee of an Officers' Certificate and, if
requested by the Trustee, an Opinion of Counsel to the effect that the
transaction giving rise to the release of this Guarantee was made by the Company
in accordance with the provisions of this Indenture and the Securities, the
Trustee shall execute any documents reasonably required in order to evidence the
release of the Guarantors from their obligations under this Guarantee. If any of
the Indenture Obligations are revived and reinstated after the termination of
this Guarantee, then all of the obligations of the Guarantors under this
Guarantee shall be revived and reinstated as if this Guarantee had not been
terminated until such time as the Indenture Obligations are paid in full, and
each Guarantor shall enter into an amendment to this Guarantee, reasonably
satisfactory to the Trustee, evidencing such revival and reinstatement.

          This Guarantee shall terminate with respect to each Guarantor and
shall be automatically and unconditionally released and discharged as provided
in Section 1013(b) or as otherwise provided in this Indenture.

     SECTION 1315. EXECUTION OF GUARANTEE.

          (a)      To evidence the Guarantee, each Guarantor hereby agrees to
execute the guarantee substantially in the form set forth in Section 204, to be
endorsed on each Security authenticated and delivered by the Trustee and that
this Indenture shall be executed on behalf of each Guarantor by its Chairman of
the Board, its President, its Chief Executive Officer, Chief Operating Officer
or one of its Vice Presidents, which signature shall be attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

          (b)      Any person that was not a Guarantor on the date of this
Indenture may become a Guarantor by executing and delivering to the Trustee (i)
a supplemental indenture in form and substance satisfactory to the Trustee,
which subjects such person to the provisions (including the representations and
warranties) of this Indenture as a Guarantor, (ii) in the event that as of the
date of such supplemental indenture any registrable Securities are Outstanding,
an instrument in form and substance satisfactory to the Trustee which subjects
such person to the provisions of the Registration Rights Agreement with respect
to such Outstanding registrable Securities, and (iii) an Opinion of Counsel to
the effect that such supplemental indenture has been duly authorized and
executed by such person and constitutes the legal, valid and binding obligation
of such person (subject to such customary assumptions and exceptions as may be
acceptable to the Trustee in its reasonable discretion).

          (c)      If an officer whose signature is on this Indenture no longer
holds that office at the time the Trustee authenticates a Security on which this
Guarantee is endorsed, such Guarantee shall be valid nevertheless.

                                       139


                                      * * *

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, all as of the day and year first above written.


                                  THE JEAN COUTU GROUP (PJC) INC.

                                  By:    /s/ Francois Jean Coutu
                                      -----------------------------------------
                                         Francois Jean Coutu, as President
                                         and Chief Executive Officer


                                  BROOKS PHARMACY, INC.
                                  JCG HOLDINGS (USA), INC.
                                  JEAN COUTU ACQUISITION ONE, INC.
                                  JEAN COUTU ACQUISITION TWO, INC.
                                  JEAN COUTU ACQUISITION THREE, INC.
                                  MAXI DRUG NORTH, INC.
                                  MAXI DRUG, INC.
                                  MAXI GREEN INC.
                                  MC WOONSOCKET, INC.
                                  P.J.C. DISTRIBUTION, INC.
                                  P.J.C. OF VERMONT INC.
                                  P.J.C. REALTY CO., INC.
                                  PJC LEASE HOLDINGS, INC.
                                  PJC OF CRANSTON, INC.
                                  PJC OF EAST PROVIDENCE, INC.
                                  PJC OF MASSACHUSETTS, INC.
                                  PJC OF RHODE ISLAND, INC.
                                  PJC OF WEST WARWICK, INC.
                                  PJC REALTY MA, INC.
                                  PJC SPECIAL REALTY HOLDINGS, INC.
                                  THE JEAN COUTU GROUP (PJC) USA, INC.


                                  By:  /s/ Michel Coutu
                                     ---------------------------------------
                                     Michel Coutu, as President of each

                                       140


                                PJC ARLINGTON REALTY LLC
                                PJC DORCHESTER REALTY LLC
                                PJC ESSEX REALTY LLC
                                PJC HAVERHILL REALTY LLC
                                PJC HYDE PARK REALTY LLC
                                PJC MANCHESTER REALTY LLC
                                PJC MANSFIELD REALTY LLC
                                PJC NEW LONDON REALTY LLC
                                PJC NORWICH REALTY LLC
                                PJC PETERBOROUGH REALTY LLC
                                PJC PROVIDENCE REALTY LLC
                                PJC REVERE REALTY LLC

                                By: PJC SPECIAL REALTY HOLDINGS, INC., a
                                Delaware corporation, as Sole Member of each


                                  By: /s/ Michel Coutu
                                     ------------------------------------------
                                     Michel Coutu, as President


                                MAXI DRUG SOUTH, L.P.

                                By: MAXI DRUG, INC., a Delaware corporation, its
                                General Partner


                                  By: /s/ Michel Coutu
                                     ------------------------------------------
                                     Michel Coutu, as President


                                PJC REALTY N.E. LLC
                                JEAN COUTU GROUP HOLDINGS (USA), LLC

                                By: THE JEAN COUTU GROUP (PJC) USA, INC., a
                                Delaware corporation, its Sole Member


                                  By: /s/ Michel Coutu
                                     ------------------------------------------
                                     Michel Coutu, as President

                                       141


                                3090671 NOVA SCOTIA COMPANY
                                3090672 NOVA SCOTIA COMPANY
                                CENTRE D'INFORMATION RX LTEE./
                                  RX INFORMATION CENTRE LTD.
                                PATERSON'S PHARMACIES LIMITED
                                SERVICES SECURIVOL INC.


                                By: /s/ Andre Belzile
                                   --------------------------------------------
                                   Andre Belzile, as Authorized Signatory


                                THE BANK OF NEW YORK, as Trustee

                                By: /s/ Andre Belzile
                                   --------------------------------------------
                                               Authorized Signatory

                                       142


                                                                       EXHIBIT A

                            REGULATION S CERTIFICATE

    (For transfers pursuant to Section 307(a)(i) and Section 307(a)(v) of the
                                   Indenture)


The Bank of New York
101 Barclay Street - 21 West
New York, NY  10286
Attention:  Global Trust Services

          Re:   7 5/8% Senior Notes due 2012 of The Jean Coutu Group (PJC) Inc.
     (the "Securities")
     --------------------------------------------------------------------------

          Reference is made to the Indenture, dated as of July 30, 2004 (the
"Indenture"), among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), 3090671 Nova Scotia Company, a company
organized under the laws of Nova Scotia, 3090672 Nova Scotia Company, a company
organized under the laws of Nova Scotia, Brooks Pharmacy, Inc., a Delaware
corporation, JCG Holdings (USA), Inc., a Delaware corporation, Jean Coutu
Acquisition One, Inc., a Delaware corporation, Jean Coutu Acquisition Three,
Inc., a Delaware corporation, Jean Coutu Acquisition Two, Inc., a Delaware
corporation, Jean Coutu Group Holdings (USA), LLC, a Delaware limited liability
company, Maxi Drug North, Inc., a Delaware corporation, Maxi Drug South, L.P., a
Delaware limited partnership, Maxi Drug, Inc., a Delaware corporation, Maxi
Green Inc., a Vermont corporation, MC Woonsocket, Inc., a Rhode Island
corporation, P.J.C. Distribution, Inc., a Delaware corporation, P.J.C. of
Vermont Inc., a Vermont corporation, P.J.C. Realty Co., Inc., a Delaware
corporation, Paterson's Pharmacies Ltd., a limited company organized under the
laws of Ontario, PJC Arlington Realty LLC, a Delaware limited liability company,
PJC Dorchester Realty LLC, a Delaware limited liability company, PJC Essex
Realty LLC, a Delaware limited liability company, PJC Haverhill Realty LLC, a
Delaware limited liability company, PJC Hyde Park Realty LLC, a Delaware limited
liability company, PJC Lease Holdings, Inc., a Delaware corporation, PJC
Manchester Realty LLC, a Delaware limited liability company, PJC Mansfield
Realty LLC, a Delaware limited liability company, PJC New London Realty LLC, a
Delaware limited liability company, PJC Norwich Realty LLC, a Delaware limited
liability company, PJC of Cranston, Inc., a Rhode Island corporation, PJC of
East Providence, Inc., a Rhode Island corporation, PJC of Massachusetts, Inc., a
Massachusetts corporation, PJC of Rhode Island, Inc., a Rhode Island
corporation, PJC of West Warwick, Inc., a Rhode Island corporation, PJC
Peterborough Realty LLC, a Delaware limited liability company, PJC Providence
Realty LLC, a Delaware limited liability company, PJC Realty MA, Inc., a
Massachusetts corporation, PJC Realty N.E. LLC, a Delaware corporation, PJC
Revere Realty LLC, a Delaware limited liability company, PJC Special Realty
Holdings, Inc., a Delaware corporation, RX Information Centre Ltd., a limited
company organized under the laws of Canada, Services Securivol Inc., a
corporation organized under the laws of Canada, The Jean Coutu Group (PJC) USA,
Inc., a Delaware corporation, Thrift Drug Inc., a Delaware corporation, and
Thrift Drug Services, Inc., a Delaware corporation, as guarantors (each a
"Guarantor," and collectively, the "Guarantors"), and The Bank of New York, a
Delaware banking corporation, as trustee (the "Trustee"). Terms used herein and
defined

                                       A-1


in the Indenture or in Regulation S or Rule 144 under the U.S.
Securities Act of 1933 (the "Securities Act") are used herein as so defined.

     This certificate relates to US$____________ principal amount of Securities,
which are evidenced by the following certificate(s) (the "Specified
Securities"):

          CUSIP No(s). ___________________________

          CERTIFICATE No(s). _____________________

     The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
The Specified Securities are represented by a Global Security and are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.

     The Owner has requested that the Specified Securities be transferred to a
person (the "Transferee") who will take delivery in the form of a Regulation S
Global Security. In connection with such transfer, the Owner hereby certifies
that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 904 or Rule 144 under the Securities Act and with all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

               (1)   RULE 904 TRANSFERS.  If the transfer is being effected
in accordance with Rule 904:

               (A)   the Owner is not a distributor of the Securities, an
     affiliate of the Company or any such distributor or a person acting on
     behalf of any of the foregoing;

               (B)   the offer of the Specified Securities was not made to
     a person in the United States;

               (C)   either:

               (i) at the time the buy order was originated, the Transferee
          was outside the United States or the Owner and any person acting on
          its behalf reasonably believed that the Transferee was outside the
          United States, or

               (ii) the transaction is being executed in, on or through the
          facilities of the Eurobond market, as regulated by the Association of
          International Bond Dealers, or another designated offshore securities
          market and neither the Owner nor any person acting on its behalf knows
          that the transaction has been prearranged with a buyer in the United
          States;

               (D)   no directed selling efforts have been made in the United
     States by or on behalf of the Owner or any affiliate thereof;

                                       A-2


               (E)   if the Owner is a dealer in securities or has received a
     selling concession, fee or other remuneration in respect of the Specified
     Securities, and the transfer is to occur during the Restricted Period, then
     the requirements of Rule 904(c)(1) have been satisfied; and

               (F)   the transaction is not part of a plan or scheme to evade
     the registration requirements of the Securities Act.

               (2)   RULE 144 TRANSFERS. If the transfer is being effected
     pursuant to Rule 144:

               (A)   the transfer is occurring after a holding period of at
     least one year (computed in accordance with paragraph (d) of Rule 144) has
     elapsed since the Specified Securities were last acquired from the Company
     or from an affiliate of the Company, whichever is later, and is being
     effected in accordance with the applicable amount, manner of sale and
     notice requirements of Rule 144; or

               (B)   the transfer is occurring after a holding period of at
     least two years has elapsed since the Specified Securities were last
     acquired from the Company or from an affiliate of the Company, whichever is
     later, and the Owner is not, and during the preceding three months has not
     been, an affiliate of the Company.

                                       A-3


               This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Initial Purchasers.

Dated:
                     (Print the name of the Undersigned, as such term is
                     defined in the second paragraph of this certificate.)


                     By:
                        -------------------------------------------------
                        Name:
                        Title:

                     (If the Undersigned is a corporation, partnership or
                     fiduciary, the title of the person signing on behalf of the
                     Undersigned must be stated.)

                                       A-4


                                                                       EXHIBIT B

                        RESTRICTED SECURITIES CERTIFICATE

 (For transfers pursuant to Section 307(a)(iii) and Section 307(a)(viii) of the
                                   Indenture)


The Bank of New York
101 Barclay Street - 21 West
New York, NY  10286
Attention: Global Trust Services


          Re:   7 5/8% Senior Notes due 2012 of The Jean Coutu Group (PJC) Inc.
                (the "Securities")
                ---------------------------------------------------------------

          Reference is made to the Indenture, dated as of July 30, 2004 (the
"Indenture"), among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), 3090671 Nova Scotia Company, a company
organized under the laws of Nova Scotia, 3090672 Nova Scotia Company, a company
organized under the laws of Nova Scotia, Brooks Pharmacy, Inc., a Delaware
corporation, JCG Holdings (USA), Inc., a Delaware corporation, Jean Coutu
Acquisition One, Inc., a Delaware corporation, Jean Coutu Acquisition Three,
Inc., a Delaware corporation, Jean Coutu Acquisition Two, Inc., a Delaware
corporation, Jean Coutu Group Holdings (USA), LLC, a Delaware limited liability
company, Maxi Drug North, Inc., a Delaware corporation, Maxi Drug South, L.P., a
Delaware limited partnership, Maxi Drug, Inc., a Delaware corporation, Maxi
Green Inc., a Vermont corporation, MC Woonsocket, Inc., a Rhode Island
corporation, P.J.C. Distribution, Inc., a Delaware corporation, P.J.C. of
Vermont Inc., a Vermont corporation, P.J.C. Realty Co., Inc., a Delaware
corporation, Paterson's Pharmacies Ltd., a limited company organized under the
laws of Ontario, PJC Arlington Realty LLC, a Delaware limited liability company,
PJC Dorchester Realty LLC, a Delaware limited liability company, PJC Essex
Realty LLC, a Delaware limited liability company, PJC Haverhill Realty LLC, a
Delaware limited liability company, PJC Hyde Park Realty LLC, a Delaware limited
liability company, PJC Lease Holdings, Inc., a Delaware corporation, PJC
Manchester Realty LLC, a Delaware limited liability company, PJC Mansfield
Realty LLC, a Delaware limited liability company, PJC New London Realty LLC, a
Delaware limited liability company, PJC Norwich Realty LLC, a Delaware limited
liability company, PJC of Cranston, Inc., a Rhode Island corporation, PJC of
East Providence, Inc., a Rhode Island corporation, PJC of Massachusetts, Inc., a
Massachusetts corporation, PJC of Rhode Island, Inc., a Rhode Island
corporation, PJC of West Warwick, Inc., a Rhode Island corporation, PJC
Peterborough Realty LLC, a Delaware limited liability company, PJC Providence
Realty LLC, a Delaware limited liability company, PJC Realty MA, Inc., a
Massachusetts corporation, PJC Realty N.E. LLC, a Delaware corporation, PJC
Revere Realty LLC, a Delaware limited liability company, PJC Special Realty
Holdings, Inc., a Delaware corporation, RX Information Centre Ltd., a limited
company organized under the laws of Canada, Services Securivol Inc., a
corporation organized under the laws of Canada, The Jean Coutu Group (PJC) USA,
Inc., a Delaware corporation, Thrift Drug Inc., a Delaware corporation, and
Thrift Drug Services, Inc., a Delaware corporation, as guarantors (each a
"Guarantor," and collectively, the "Guarantors"), and The Bank of New York, a
Delaware banking corporation, as trustee (the "Trustee"). Terms used herein and
defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities
Act of 1933 (the "Securities Act") are used herein as so defined.

                                       B-1


     This certificate relates to US$_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

               CUSIP No(s). ___________________________
               ISIN No(s). If any. __________________
               CERTIFICATE No(s). _____________________

     The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
The Specified Securities are represented by a Global Security and are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.

     The Owner has requested that the Specified Securities be transferred to a
person (the "Transferee") who will take delivery in the form of a Restricted
Security. In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule
144A or Rule 144 under the Securities Act and all applicable securities laws of
the states of the United States and other jurisdictions. Accordingly, the Owner
hereby further certifies as follows:

               (1)   RULE 144A TRANSFERS.  If the transfer is being effected in
     accordance with Rule 144A:

               (A)   the Specified Securities are being transferred to a person
     that the Owner and any person acting on its behalf reasonably believe is a
     "qualified institutional buyer" within the meaning of Rule 144A, acquiring
     for its own account or for the account of a qualified institutional buyer;
     and

               (B)   the Owner and any person acting on its behalf have taken
     reasonable steps to ensure that the Transferee is aware that the Owner may
     be relying on Rule 144A in connection with the transfer; and

               (2)   RULE 144 TRANSFERS.  If the transfer is being effected
     pursuant to Rule 144:

               (A)   the transfer is occurring after a holding period of at
     least one year (computed in accordance with paragraph (d) of Rule 144) has
     elapsed since the Specified Securities were last acquired from the Company
     or from an affiliate of the Company, whichever is later, and is being
     effected in accordance with the applicable amount, manner of sale and
     notice requirements of Rule 144; or

               (B)   the transfer is occurring after a holding period of at
     least two years has elapsed since the Specified Securities were last
     acquired from the Company or from an affiliate of the Company, whichever is
     later, and the Owner is not, and during the preceding three months has not
     been, an affiliate of the Company.

                                       B-2


     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.

Dated:
                     (Print the name of the Undersigned, as such term is
                     defined in the second paragraph of this certificate.)

                     By:
                         ---------------------------------------------------
                         Name:
                         Title:

                     (If the Undersigned is a corporation, partnership or
                     fiduciary, the title of the person signing on behalf of the
                     Undersigned must be stated.)

                                       B-3


                                                                       EXHIBIT C

                  INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE

   (For transfers pursuant to Section 307(a)(ii) and Section 307(a)(iv) of the
                                   Indenture)


The Bank of New York
101 Barclay Street - 21 West
New York, NY  10286
Attention: Global Trust Services


          Re:   7 5/8% Senior Notes due 2012 of The Jean Coutu Group (PJC) Inc.
                (the "Securities")
                ---------------------------------------------------------------

          Reference is made to the Indenture, dated as of July 30, 2004 (the
"Indenture"), among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), 3090671 Nova Scotia Company, a company
organized under the laws of Nova Scotia, 3090672 Nova Scotia Company, a company
organized under the laws of Nova Scotia, Brooks Pharmacy, Inc., a Delaware
corporation, JCG Holdings (USA), Inc., a Delaware corporation, Jean Coutu
Acquisition One, Inc., a Delaware corporation, Jean Coutu Acquisition Three,
Inc., a Delaware corporation, Jean Coutu Acquisition Two, Inc., a Delaware
corporation, Jean Coutu Group Holdings (USA), LLC, a Delaware limited liability
company, Maxi Drug North, Inc., a Delaware corporation, Maxi Drug South, L.P., a
Delaware limited partnership, Maxi Drug, Inc., a Delaware corporation, Maxi
Green Inc., a Vermont corporation, MC Woonsocket, Inc., a Rhode Island
corporation, P.J.C. Distribution, Inc., a Delaware corporation, P.J.C. of
Vermont Inc., a Vermont corporation, P.J.C. Realty Co., Inc., a Delaware
corporation, Paterson's Pharmacies Ltd., a limited company organized under the
laws of Ontario, PJC Arlington Realty LLC, a Delaware limited liability company,
PJC Dorchester Realty LLC, a Delaware limited liability company, PJC Essex
Realty LLC, a Delaware limited liability company, PJC Haverhill Realty LLC, a
Delaware limited liability company, PJC Hyde Park Realty LLC, a Delaware limited
liability company, PJC Lease Holdings, Inc., a Delaware corporation, PJC
Manchester Realty LLC, a Delaware limited liability company, PJC Mansfield
Realty LLC, a Delaware limited liability company, PJC New London Realty LLC, a
Delaware limited liability company, PJC Norwich Realty LLC, a Delaware limited
liability company, PJC of Cranston, Inc., a Rhode Island corporation, PJC of
East Providence, Inc., a Rhode Island corporation, PJC of Massachusetts, Inc., a
Massachusetts corporation, PJC of Rhode Island, Inc., a Rhode Island
corporation, PJC of West Warwick, Inc., a Rhode Island corporation, PJC
Peterborough Realty LLC, a Delaware limited liability company, PJC Providence
Realty LLC, a Delaware limited liability company, PJC Realty MA, Inc., a
Massachusetts corporation, PJC Realty N.E. LLC, a Delaware corporation, PJC
Revere Realty LLC, a Delaware limited liability company, PJC Special Realty
Holdings, Inc., a Delaware corporation, RX Information Centre Ltd., a limited
company organized under the laws of Canada, Services Securivol Inc., a
corporation organized under the laws of Canada, The Jean Coutu Group (PJC) USA,
Inc., a Delaware corporation, Thrift Drug Inc., a Delaware corporation, and
Thrift Drug Services, Inc., a Delaware corporation, as guarantors (each a
"Guarantor," and collectively, the "Guarantors"), and The Bank of New York, a
Delaware banking corporation, as trustee (the "Trustee"). Terms used herein and
defined in the Indenture are used herein as so defined.

                                       C-1


     We are delivering this letter in connection with the proposed transfer of
$_____________ principal amount of Securities.

     We, the undersigned, hereby confirm that:

     (i)    we are an "accredited investor" within the meaning of Rule
501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the
"Securities Act"), or an entity in which all of the equity owners are accredited
investors within the meaning of Rule 501(a)(1), (2) or (3) under the Securities
Act (an "Institutional Accredited Investor");

     (ii)   the purchase of the Securities by us is for our own account or for
the account of one or more other Institutional Accredited Investors or as
fiduciary for the account of one or more trusts, each of which is an "accredited
investor" within the meaning of Rule 501(a)(7) under the Securities Act and for
each of which we exercise sole investment discretion or (B) we are a "bank,"
within the meaning of Section 3(a)(2) of the Securities Act, or a "savings and
loan association" or other institution described in Section 3(a)(5)(A) of the
Securities Act that is acquiring the Securities as fiduciary for the account of
one or more institutions for which we exercise sole investment discretion;

     (iii)  we have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of purchasing the
Securities; and

     (iv)   we are not acquiring the Securities with a view to distribution
thereof or with any present intention of offering or selling the Securities,
except as permitted below; provided that the disposition of our property and
property of any accounts for which we are acting as fiduciary shall remain at
all times within our control.

     We understand that the Securities were originally offered and sold in a
transaction not involving any public offering within the United States within
the meaning of the Securities Act and that the Securities have not been
registered under the Securities Act, and we agree, on our own behalf and on
behalf of each account for which we acquire any Securities, that if in the
future we decide to resell or otherwise transfer such Securities prior to the
date (the "Resale Restriction Termination Date") which is two years after the
later of the original issuance of the Securities and the last date on which the
Company or an affiliate of the Company was the owner of the Security, such
Securities may be resold or otherwise transferred only (i) to the Company or any
subsidiary thereof, or (ii) for as long as the Securities are eligible for
resale pursuant to Rule 144A, to a person it reasonably believes is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act) that
purchases for its own account or for the account of a qualified institutional
buyer to which notice is given that the transfer is being made in reliance on
Rule 144A, or (iii) to an Institutional Accredited Investor that is acquiring
the Security for its own account, or for the account of such Institutional
Accredited Investor for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act,
or (iv) outside the United States in accordance with Rule 904 of Regulation S
under the Securities Act, or (v) pursuant to another available exemption from
registration under the Securities Act (if applicable), or (vi) pursuant to a
registration statement which has been declared effective under the Securities
Act and, in each case, in accordance with any applicable securities laws of any
State of the United States or any other applicable jurisdiction and in
accordance with the legends set forth on the Securities. We further agree to
provide any person purchasing any of the Securities other than pursuant to
clause (vi) above from us a notice advising such purchaser that resales of such
securities are restricted as stated herein. We understand that the trustee or
the transfer agent, as the case may be, for the Securities will not be required
to accept for registration of transfer

                                       C-2


any Securities pursuant to (iii), (iv) or (v) above except upon presentation of
evidence satisfactory to the Company that the foregoing restrictions on transfer
have been complied with. We further understand that any Securities are
represented by a Global Security and are held through the Depositary or an Agent
Member in the name of the undersigned, as or on behalf of the owner and that
such Global Security will bear a legend reflecting the substance of this
paragraph other than certificates representing Securities transferred pursuant
to clause (vi) above.

                                       C-3


     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.


Dated:
                       (Print the name of the Institutional Accredited Investor)

                       By:
                           -------------------------------------------------
                           Name:
                           Title:

                                       C-4


                                                                       EXHIBIT D

                       UNRESTRICTED SECURITIES CERTIFICATE

    (For removal of Securities Act Legends pursuant to Section 307(b) of the
                                   Indenture)

The Bank of New York
101 Barclay Street - 21 West
New York, NY  10286
Attention: Global Trust Services

          Re:   7 5/8% Senior Notes due 2012 of The Jean Coutu Group (PJC) Inc.
                (the "Securities")
                ---------------------------------------------------------------

          Reference is made to the Indenture, dated as of July 30, 2004 (the
"Indenture"), among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), 3090671 Nova Scotia Company, a company
organized under the laws of Nova Scotia, 3090672 Nova Scotia Company, a company
organized under the laws of Nova Scotia, Brooks Pharmacy, Inc., a Delaware
corporation, JCG Holdings (USA), Inc., a Delaware corporation, Jean Coutu
Acquisition One, Inc., a Delaware corporation, Jean Coutu Acquisition Three,
Inc., a Delaware corporation, Jean Coutu Acquisition Two, Inc., a Delaware
corporation, Jean Coutu Group Holdings (USA), LLC, a Delaware limited liability
company, Maxi Drug North, Inc., a Delaware corporation, Maxi Drug South, L.P., a
Delaware limited partnership, Maxi Drug, Inc., a Delaware corporation, Maxi
Green Inc., a Vermont corporation, MC Woonsocket, Inc., a Rhode Island
corporation, P.J.C. Distribution, Inc., a Delaware corporation, P.J.C. of
Vermont Inc., a Vermont corporation, P.J.C. Realty Co., Inc., a Delaware
corporation, Paterson's Pharmacies Ltd., a limited company organized under the
laws of Ontario, PJC Arlington Realty LLC, a Delaware limited liability company,
PJC Dorchester Realty LLC, a Delaware limited liability company, PJC Essex
Realty LLC, a Delaware limited liability company, PJC Haverhill Realty LLC, a
Delaware limited liability company, PJC Hyde Park Realty LLC, a Delaware limited
liability company, PJC Lease Holdings, Inc., a Delaware corporation, PJC
Manchester Realty LLC, a Delaware limited liability company, PJC Mansfield
Realty LLC, a Delaware limited liability company, PJC New London Realty LLC, a
Delaware limited liability company, PJC Norwich Realty LLC, a Delaware limited
liability company, PJC of Cranston, Inc., a Rhode Island corporation, PJC of
East Providence, Inc., a Rhode Island corporation, PJC of Massachusetts, Inc., a
Massachusetts corporation, PJC of Rhode Island, Inc., a Rhode Island
corporation, PJC of West Warwick, Inc., a Rhode Island corporation, PJC
Peterborough Realty LLC, a Delaware limited liability company, PJC Providence
Realty LLC, a Delaware limited liability company, PJC Realty MA, Inc., a
Massachusetts corporation, PJC Realty N.E. LLC, a Delaware corporation, PJC
Revere Realty LLC, a Delaware limited liability company, PJC Special Realty
Holdings, Inc., a Delaware corporation, RX Information Centre Ltd., a limited
company organized under the laws of Canada, Services Securivol Inc., a
corporation organized under the laws of Canada, The Jean Coutu Group (PJC) USA,
Inc., a Delaware corporation, Thrift Drug Inc., a Delaware corporation, and
Thrift Drug Services, Inc., a Delaware corporation, as guarantors (each a
"Guarantor," and collectively, the "Guarantors"), and The Bank of New York, a
Delaware banking corporation, as trustee (the "Trustee"). Terms used herein and
defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities
Act of 1933 (the "Securities Act") are used herein as so defined.

                                       D-1


     This certificate relates to US$_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

               CUSIP No(s). ___________________________

               CERTIFICATE No(s). _____________________

     The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

     The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Private Placement Legend pursuant to Section 307(b) of the
Indenture. In connection with such exchange, the Owner hereby certifies that the
exchange is occurring after a holding period of at least two years (computed in
accordance with paragraph (d) of Rule 144) has elapsed since the Specified
Securities were last acquired from the Company or from an affiliate of the
Company, whichever is later, and the Owner is not, and during the preceding
three months has not been, an affiliate of the Company. The Owner also
acknowledges that any future transfers of the Specified Securities must comply
with all applicable securities laws of the states of the United States and other
jurisdictions.

                                       D-2


     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.

Dated:
                     (Print the name of the Undersigned, as such term is
                     defined in the second paragraph of this certificate.)


                     By:
                        ----------------------------------------------------
                        Name:
                        Title:

                     (If the Undersigned is a corporation, partnership or
                     fiduciary, the title of the person signing on behalf of the
                     Undersigned must be stated.)

                                       D-3


                                                                       EXHIBIT E

                             SUPPLEMENTAL INDENTURE


     Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated as of [   ],
2004, by and among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), the Company's subsidiaries listed on
Schedule A hereto (collectively, the "NEW GUARANTORS"), the Company's
subsidiaries listed on Schedule B hereto (collectively the "EXISTING
GUARANTORS") and The Bank of New York, a Delaware banking corporation, as
trustee under the Indenture referred to below (the "TRUSTEE").

                               W I T N E S S E T H

     WHEREAS, the Company, the Existing Guarantors and the Trustee are parties
to an indenture (the "INDENTURE"), dated as of July 30, 2004 providing for the
issuance of 7 5/8% Senior Securities due 2012 (the "SECURITIES");

     WHEREAS, the Indenture provides that, without the consent of any Holders,
the Company and the Exiting Guarantors, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into indentures
supplemental thereto or agreements or other instruments with respect to any
Guarantee, in form and substance satisfactory to the Trustee, for the purpose of
adding a Guarantor;

     WHEREAS, each New Guarantor wishes to guarantee the Securities pursuant to
the Indenture;

     WHEREAS, pursuant to the Indenture the Company, the Existing Guarantors,
the New Guarantors and the Trustee have agreed to enter into this Supplemental
Indenture for the purposes stated herein; and

     WHEREAS, all things necessary have been done to make this Supplemental
Indenture, when executed and delivered by the Company, the Existing Guarantors,
and each New Guarantor, the legal, valid and binding agreement of the Company,
the Existing Guarantors, and each New Guarantor, in accordance with its terms.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, each New Guarantor, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:

     1.   CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2.   GUARANTEE. Each New Guarantor hereby agrees to guarantee the Indenture
and the Securities related thereto pursuant to the terms and conditions of
Article Fourteen of the Indenture, such Article Fourteen being incorporated by
reference herein as if set forth at length

                                       E-1


herein (each such guarantee, a "GUARANTEE") and such New Guarantor agrees to be
bound as a Guarantor under the Indenture as if it had been an initial signatory
thereto.

     3.   NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES OR
STOCKHOLDERS. No director, officer, employee, member or stockholder of any New
Guarantor, as such, will have any liability for any obligations of the Company,
the New Guarantors or the Existing Guarantors under the Securities, the
Indenture, the Guarantees, or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Securities by
accepting a Security waives and releases the Company and each New Guarantor from
all such liability. The waiver and release are part of the consideration for
issuance of the Securities.

     4.   GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

     5.   COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     6.   EFFECT OF HEADINGS. The section headings herein are for convenience
only and shall not affect the construction hereof.

     7.   THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Company, the New Guarantors and the Existing
Guarantors.

                                       E-2


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed and attested, all as of the date first above written.

     Dated: ____________, 2004


                                          THE JEAN COUTU GROUP (PJC) INC.


                                          By:
                                             -------------------------------


                                          EACH GUARANTOR LISTED ON
                                          SCHEDULE A HERETO


                                          By:
                                             -------------------------------


                                          EACH GUARANTOR LISTED ON
                                          SCHEDULE B HERETO

                                          By:
                                             -------------------------------



                                          THE BANK OF NEW YORK, as Trustee

                                          By:
                                             -------------------------------
                                                 Authorized Signator

                                       E-3

EX-4.2

                                                                     Exhibit 4.2

                             SUPPLEMENTAL INDENTURE

       Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated as of July
30, 2004, by and among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), the Company's subsidiaries listed on
Schedule A hereto (collectively, the "NEW GUARANTORS"), the Company's
subsidiaries listed on Schedule B hereto (collectively the "EXISTING
GUARANTORS") and The Bank of New York, a Delaware banking corporation, as
trustee under the Indenture referred to below (the "TRUSTEE").

                               W I T N E S S E T H

       WHEREAS, the Company, the Existing Guarantors and the Trustee are parties
to an indenture (the "INDENTURE"), dated as of July 30, 2004 providing for the
issuance of 7.625% Senior Securities due 2012 (the "SECURITIES");

       WHEREAS, the Indenture provides that, without the consent of any Holders,
the Company and the Exiting Guarantors, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into indentures
supplemental thereto or agreements or other instruments with respect to any
Guarantee, in form and substance satisfactory to the Trustee, for the purpose of
adding a Guarantor;

       WHEREAS, each New Guarantor wishes to guarantee the Securities pursuant
to the Indenture;

       WHEREAS, pursuant to the Indenture the Company, the Existing Guarantors,
the New Guarantors and the Trustee have agreed to enter into this Supplemental
Indenture for the purposes stated herein; and

       WHEREAS, all things necessary have been done to make this Supplemental
Indenture, when executed and delivered by the Company, the Existing Guarantors,
and each New Guarantor, the legal, valid and binding agreement of the Company,
the Existing Guarantors, and each New Guarantor, in accordance with its terms.

       NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, each New Guarantor, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:

   1.  CAPITALIZED TERMS. Capitalized terms used herein without definition shall
       have the meanings assigned to them in the Indenture.

   2.  GUARANTEE. Each New Guarantor hereby agrees to guarantee the Indenture
       and the Securities related thereto pursuant to the terms and conditions
       of Article Fourteen of the Indenture, such Article Fourteen being
       incorporated by reference herein as if set forth at



       length herein (each such guarantee, a "GUARANTEE") and such New Guarantor
       agrees to be bound as a Guarantor under the Indenture as if it had been
       an initial signatory thereto.

   3.  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES OR STOCKHOLDERS.
       No director, officer, employee, member or stockholder of any New
       Guarantor, as such, will have any liability for any obligations of the
       Company, the New Guarantors or the Existing Guarantors under the
       Securities, the Indenture, the Guarantees, or for any claim based on, in
       respect of, or by reason of, such obligations or their creation. Each
       Holder of Securities by accepting a Security waives and releases the
       Company and each New Guarantor from all such liability. The waiver and
       release are part of the consideration for issuance of the Securities.

   4.  GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
       CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
       GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

   5.  COUNTERPARTS. The parties may sign any number of copies of this
       Supplemental Indenture. Each signed copy shall be an original, but all of
       them together represent the same agreement.

   6.  EFFECT OF HEADINGS. The section headings herein are for convenience only
       and shall not affect the construction hereof.

   7.  THE TRUSTEE. The Trustee shall not be responsible in any manner
       whatsoever for or in respect of the validity or sufficiency of this
       Supplemental Indenture or for or in respect of the recitals contained
       herein, all of which recitals are made solely by the Company, the New
       Guarantors and the Existing Guarantors.



IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed and attested, all as of the date first above written.

       Dated:  July 30, 2004


                                   THE JEAN COUTU GROUP (PJC) INC.


                                   By: /s/ Francois Jean Coutu
                                      --------------------------------------
                                        Francois Jean Coutu, as President
                                        and Chief  Executive Officer


                                   BROOKS PHARMACY, INC.
                                   JCG HOLDINGS (USA), INC.
                                   JEAN COUTU ACQUISITION ONE, INC.
                                   JEAN COUTU ACQUISITION TWO, INC.
                                   JEAN COUTU ACQUISITION THREE, INC.
                                   MAXI DRUG NORTH, INC.
                                   MAXI DRUG, INC.
                                   MAXI GREEN INC.
                                   MC WOONSOCKET, INC.
                                   P.J.C. DISTRIBUTION, INC.
                                   P.J.C. OF VERMONT INC.
                                   P.J.C. REALTY CO., INC.
                                   PJC LEASE HOLDINGS, INC.
                                   PJC OF CRANSTON, INC.
                                   PJC OF EAST PROVIDENCE, INC.
                                   PJC OF MASSACHUSETTS, INC.
                                   PJC OF RHODE ISLAND, INC.
                                   PJC OF WEST WARWICK, INC.
                                   PJC REALTY MA, INC.
                                   PJC SPECIAL REALTY HOLDINGS, INC.
                                   THE JEAN COUTU GROUP (PJC) USA, INC.


                                   By: /s/ Michel Coutu
                                      -----------------------------------------
                                      Michel Coutu, as President of each



                                   PJC ARLINGTON REALTY LLC
                                   PJC DORCHESTER REALTY LLC
                                   PJC ESSEX REALTY LLC
                                   PJC HAVERHILL REALTY LLC
                                   PJC HYDE PARK REALTY LLC
                                   PJC MANCHESTER REALTY LLC
                                   PJC MANSFIELD REALTY LLC
                                   PJC NEW LONDON REALTY LLC
                                   PJC NORWICH REALTY LLC
                                   PJC PETERBOROUGH REALTY LLC
                                   PJC PROVIDENCE REALTY LLC
                                   PJC REVERE REALTY LLC

                                   By: PJC SPECIAL REALTY HOLDINGS, INC., a
                                   Delaware corporation, as Sole Member of each


                                     By: /s/ Michel Coutu
                                        ---------------------------------------
                                        Michel Coutu, as President


                                   MAXI DRUG SOUTH, L.P.

                                   By: MAXI DRUG, INC., a Delaware corporation,
                                   its General Partner


                                     By: /s/ Michel Coutu
                                        ---------------------------------------
                                        Michel Coutu, as President


                                   PJC REALTY N.E. LLC
                                   JEAN COUTU GROUP HOLDINGS (USA),
                                   LLC

                                   By: THE JEAN COUTU GROUP (PJC) USA,
                                   INC., a Delaware corporation, its Sole Member


                                     By: /s/ Michel Coutu
                                       ----------------------------------------
                                       Michel Coutu, as President



                                   3090671 NOVA SCOTIA COMPANY
                                   3090672 NOVA SCOTIA COMPANY
                                   CENTRE D'INFORMATION RX LTEE./
                                     RX INFORMATION CENTRE LTD.
                                   PATERSON'S PHARMACIES LIMITED
                                   SERVICES SECURIVOL INC.


                                   By: /s/ Andre Belzile
                                      -----------------------------------------
                                      Andre Belzile, as Authorized Signatory


                                   ECKERD CORPORATION
                                   ECKERD FLEET, INC.
                                   EDC DRUG STORES, INC.
                                   EDC LICENSING, INC.
                                   GENOVESE DRUG STORES, INC.
                                   THRIFT DRUG, INC.
                                   THRIFT DRUG SERVICES, INC.


                                   By: /s/ Michel Coutu
                                     ------------------------------------------
                                     Michel Coutu, as President of each


                                   THE BANK OF NEW YORK, as Trustee

                                   By: /s/ Rito Khanna
                                      -----------------------------------------
                                           Authorized Signatory

EX-4.5

                                                                     Exhibit 4.5

                   THE JEAN COUTU GROUP (PJC) INC., AS ISSUER,

                           3090671 NOVA SCOTIA COMPANY
                           3090672 NOVA SCOTIA COMPANY
                              BROOKS PHARMACY, INC.
                            JCG HOLDINGS (USA), INC.
                        JEAN COUTU ACQUISITION ONE, INC.
                       JEAN COUTU ACQUISITION THREE, INC.
                        JEAN COUTU ACQUISITION TWO, INC.
                      JEAN COUTU GROUP HOLDINGS (USA), LLC
                              MAXI DRUG NORTH, INC.
                              MAXI DRUG SOUTH, L.P.
                                 MAXI DRUG, INC.
                                 MAXI GREEN INC.
                               MC WOONSOCKET, INC.
                            P.J.C. DISTRIBUTION, INC.
                             P.J.C. OF VERMONT INC.
                             P.J.C. REALTY CO., INC.
                           PATERSON'S PHARMACIES LTD.
                            PJC ARLINGTON REALTY LLC
                            PJC DORCHESTER REALTY LLC
                              PJC ESSEX REALTY LLC
                            PJC HAVERHILL REALTY LLC
                            PJC HYDE PARK REALTY LLC
                            PJC LEASE HOLDINGS, INC.
                            PJC MANCHESTER REALTY LLC
                            PJC MANSFIELD REALTY LLC
                            PJC NEW LONDON REALTY LLC
                             PJC NORWICH REALTY LLC
                              PJC OF CRANSTON, INC.
                          PJC OF EAST PROVIDENCE, INC.
                           PJC OF MASSACHUSETTS, INC.
                            PJC OF RHODE ISLAND, INC.
                            PJC OF WEST WARWICK, INC.
                           PJC PETERBOROUGH REALTY LLC
                            PJC PROVIDENCE REALTY LLC
                               PJC REALTY MA, INC.
                               PJC REALTY N.E. LLC
                              PJC REVERE REALTY LLC
                        PJC SPECIAL REALTY HOLDINGS, INC.
                           RX INFORMATION CENTRE LTD.
                             SERVICES SECURIVOL INC.
                      THE JEAN COUTU GROUP (PJC) USA, INC.

                                 AS GUARANTORS,

                                       AND



                       WELLS FARGO BANK, N.A., AS TRUSTEE


                                    INDENTURE

                            DATED AS OF JULY 30, 2004


                                  $850,000,000

                    8 1/2% SENIOR SUBORDINATED NOTES DUE 2014

                                      - 2 -


           Reconciliation and tie between Trust Indenture Act of 1939,
              as amended, and Indenture, dated as of July 30, 2004



Trust Indenture                                                                 Indenture
Act Section                                                                     Section
- ---------------                                                                 ---------
                                                                             
Section 310  (a)(1).............................................................609
             (a)(2).............................................................609
             (b)................................................................608, 610
Section 311  (a)................................................................613
             (c)................................................................Not Applicable
Section 312  (a)................................................................701
             (b)................................................................702
             (c)................................................................702
Section 313  (a)................................................................703
Section 314  (a)................................................................704
             (a)(4).............................................................1018
             (b)................................................................Not Applicable
             (c)(1).............................................................103, 104, 404, 1201
             (c)(2).............................................................103, 104, 404, 1201
             (d)................................................................Not Applicable
             (e)................................................................103
Section 315  (a)................................................................601(b)
             (b)................................................................602
             (c)................................................................601(a)
             (d)................................................................601(c), 603
             (e)................................................................514
Section 316  (a)(last sentence).................................................101 (Outstanding)
             (a)(1)(A)..........................................................502, 512
             (a)(1)(B)..........................................................513
             (a)(2).............................................................Not Applicable
             (b)................................................................508
             (c)................................................................105
Section 317  (a)(1).............................................................503
             (a)(2).............................................................504
             (b)................................................................1003
Section 318  (a)................................................................108


- -------------
Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         a part of this Indenture.



                                TABLE OF CONTENTS



                                                                                                                Page
                                                                                                                ----
                                                                                                              
                                                    ARTICLE ONE

                              DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.      Definitions.....................................................................................2
       Acquired Indebtedness......................................................................................2
       Acquisition................................................................................................3
       Additional Securities......................................................................................3
       Additional Senior Securities...............................................................................3
       Administrative Agent Bank..................................................................................3
       Affiliate..................................................................................................3
       Agent Bank.................................................................................................3
       Applicable Procedures......................................................................................3
       Asset Sale.................................................................................................4
       Asset Swap.................................................................................................5
       Attributable Indebtedness..................................................................................5
       Average Life to Stated Maturity............................................................................5
       Bankruptcy Law.............................................................................................5
       Board of Directors.........................................................................................5
       Board Resolution...........................................................................................5
       Book-Entry Security........................................................................................5
       Business Day...............................................................................................5
       Capital Lease Obligation...................................................................................5
       Capital Stock..............................................................................................5
       Cash Equivalents...........................................................................................6
       Change of Control..........................................................................................6
       Clearstream................................................................................................7
       Commission.................................................................................................8
       Commodity Price Protection Agreement.......................................................................8
       Common Stock...............................................................................................8
       Company....................................................................................................8
       Company Request............................................................................................8
       Consolidated Fixed Charge Coverage Ratio...................................................................8
       Consolidated Income Tax Expense............................................................................9
       Consolidated Interest Expense..............................................................................9
       Consolidated Net Income (Loss)............................................................................10
       Consolidated Net Tangible Assets..........................................................................11
       Consolidated Non-cash Charges.............................................................................11
       Consolidation.............................................................................................11
       Corporate Trust Office....................................................................................12
       Credit Agreement..........................................................................................12
       Credit Facility...........................................................................................12
       Currency Hedging Agreements...............................................................................12
       DBRS......................................................................................................12
       Default...................................................................................................12


                                      - i -


                                                                                                       
       Depositary................................................................................................12
       Designated Non-cash Consideration.........................................................................12
       Designated Senior Indebtedness............................................................................13
       Disinterested Director....................................................................................13
       Equity Offering...........................................................................................13
       Euroclear.................................................................................................13
       Event of Default..........................................................................................13
       Exchange Act..............................................................................................13
       Exchange Offer............................................................................................13
       Exchange Offer Registration Statement.....................................................................13
       Exchange Securities.......................................................................................13
       Fair Market Value.........................................................................................13
       Fall Away Event...........................................................................................13
       Generally Accepted Accounting Principles..................................................................13
       Global Securities.........................................................................................14
       Guarantee.................................................................................................14
       Guaranteed Debt...........................................................................................14
       Guarantor.................................................................................................14
       Holder....................................................................................................14
       IAI Global Securities.....................................................................................14
       Indebtedness..............................................................................................14
       Indenture.................................................................................................16
       Indenture Obligations.....................................................................................16
       Initial Purchasers........................................................................................16
       Initial Securities........................................................................................16
       Institutional Accredited Investor.........................................................................16
       Interest Payment Date.....................................................................................16
       Interest Rate Agreements..................................................................................16
       Investment................................................................................................16
       Investment Grade Status...................................................................................17
       Issue Date................................................................................................17
       Lien......................................................................................................17
       Maturity..................................................................................................17
       Moody's...................................................................................................17
       Net Cash Proceeds.........................................................................................17
       Offering Memorandum.......................................................................................18
       Officers' Certificate.....................................................................................18
       Opinion of Counsel........................................................................................18
       Opinion of Independent Counsel............................................................................18
       Outstanding...............................................................................................18
       Pari Passu Indebtedness...................................................................................19
       Paying Agent..............................................................................................19
       Permitted Business........................................................................................19
       Permitted Holders.........................................................................................19
       Permitted Investment......................................................................................19
       Permitted Joint Venture...................................................................................21
       Permitted Lien............................................................................................21
       Permitted Securitization Transaction......................................................................23
       Person....................................................................................................23

       

                                     - ii -


                                                                                                              
       Predecessor Security......................................................................................23
       Preferred Stock...........................................................................................23
       Purchase Money Note.......................................................................................23
       Purchase Money Obligation.................................................................................23
       Qualified Capital Stock...................................................................................24
       Redeemable Capital Stock..................................................................................24
       Redemption Date...........................................................................................24
       Redemption Price..........................................................................................24
       Registration Rights Agreement.............................................................................24
       Registration Statement....................................................................................24
       Regular Record Date.......................................................................................24
       Regulation S..............................................................................................24
       Regulation S Global Securities............................................................................24
       Responsible Officer.......................................................................................25
       Restricted Subsidiary.....................................................................................25
       Rule 144A.................................................................................................25
       Rule 144A Global Securities...............................................................................25
       S&P.......................................................................................................25
       Sale and Leaseback Transaction............................................................................25
       Securities................................................................................................25
       Securities Act............................................................................................25
       Securitization Entity.....................................................................................25
       Senior Guarantor Indebtedness.............................................................................26
       Senior Indebtedness.......................................................................................27
       Senior Representative.....................................................................................28
       Shelf Registration Statement..............................................................................28
       Senior Securities.........................................................................................28
       Senior Securities Indenture...............................................................................28
       Significant Subsidiary....................................................................................28
       Special Record Date.......................................................................................29
       Standard Securitization Undertakings......................................................................29
       Stated Maturity...........................................................................................29
       Stock Purchase Agreement..................................................................................29
       Subordinated Indebtedness.................................................................................29
       Subsidiary................................................................................................29
       Successor Security........................................................................................29
       Taxing Authority..........................................................................................29
       Taxing Jurisdiction.......................................................................................29
       Transactions..............................................................................................30
       Trust Indenture Act.......................................................................................30
       Trustee...................................................................................................30
       U.S. Government Obligations...............................................................................30
       Unrestricted Global Securities............................................................................30
       Unrestricted Subsidiary...................................................................................30
       Unrestricted Subsidiary Indebtedness......................................................................30
       Voting Stock..............................................................................................31
       Wholly Owned Restricted Subsidiary........................................................................31
Section 102.      Other Definitions..............................................................................31
Section 103.      Compliance Certificates and Opinions...........................................................32



                                     - iii -


                                                                                                              
Section 104.      Form of Documents Delivered to Trustee.........................................................33
Section 105.      Acts of Holders................................................................................33
Section 106.      Notices, etc., to the Trustee, the Company and any Guarantor...................................34
Section 107.      Notice to Holders; Waiver......................................................................35
Section 108.      Conflict with Trust Indenture Act..............................................................35
Section 109.      Effect of Headings and Table of Contents.......................................................36
Section 110.      Successors and Assigns.........................................................................36
Section 111.      Separability Clause............................................................................36
Section 112.      Benefits of Indenture..........................................................................36
Section 113.      GOVERNING LAW..................................................................................36
Section 114.      Waiver of Jury Trial...........................................................................36
Section 115.      Force Majeure..................................................................................36
Section 116.      Legal Holidays.................................................................................37
Section 117.      Independence of Covenants......................................................................37
Section 118.      Schedules and Exhibits.........................................................................37
Section 119.      Counterparts...................................................................................37
Section 120.      No Personal Liability of Directors, Officers, Employees or Stockholders........................37

                                                    ARTICLE TWO

                                                   SECURITY FORMS

Section 201.      Forms Generally................................................................................37
Section 202.      Form of Face of Security.......................................................................39
Section 203.      Form of Reverse of Securities..................................................................55
Section 204.      Form of Guarantee..............................................................................62

                                                   ARTICLE THREE

                                                   THE SECURITIES

Section 301.      Title and Terms................................................................................62
Section 302.      Denominations..................................................................................63
Section 303.      Execution, Authentication, Delivery and Dating.................................................63
Section 304.      Temporary Securities...........................................................................65
Section 305.      Registration, Registration of Transfer and Exchange............................................65
Section 306.      Book Entry Provisions for Global Securities....................................................66
Section 307.      Special Transfer and Exchange Provisions.......................................................68
Section 308.      Mutilated, Destroyed, Lost and Stolen Securities...............................................71
Section 309.      Payment of Interest; Interest Rights Preserved.................................................72
Section 310.      CUSIP Numbers..................................................................................73
Section 311.      Persons Deemed Owners..........................................................................73
Section 312.      Cancellation...................................................................................73
Section 313.      Computation of Interest........................................................................74

                                                    ARTICLE FOUR

                                         DEFEASANCE AND COVENANT DEFEASANCE

Section 401.      Company's Option to Effect Defeasance or Covenant Defeasance...................................74
Section 402.      Defeasance and Discharge.......................................................................74
Section 403.      Covenant Defeasance............................................................................74



                                     - iv -


                                                                                                              
Section 404.      Conditions to Defeasance or Covenant Defeasance................................................75
Section 405.      Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous
                    Provisions...................................................................................77
Section 406.      Reinstatement..................................................................................77

                                                    ARTICLE FIVE

                                                      REMEDIES

Section 501.      Events of Default..............................................................................78
Section 502.      Acceleration of Maturity; Rescission and Annulment.............................................80
Section 503.      Collection of Indebtedness and Suits for Enforcement by Trustee................................81
Section 504.      Trustee May File Proofs of Claim...............................................................81
Section 505.      Trustee May Enforce Claims without Possession of Securities....................................82
Section 506.      Application of Money Collected.................................................................82
Section 507.      Limitation on Suits............................................................................83
Section 508.      Unconditional Right of Holders to Receive Principal, Premium and Interest......................83
Section 509.      Restoration of Rights and Remedies.............................................................83
Section 510.      Rights and Remedies Cumulative.................................................................84
Section 511.      Delay or Omission Not Waiver...................................................................84
Section 512.      Control by Holders.............................................................................84
Section 513.      Waiver of Past Defaults........................................................................84
Section 514.      Undertaking for Costs..........................................................................85
Section 515.      Waiver of Stay, Extension or Usury Laws........................................................85
Section 516.      Remedies Subject to Applicable Law.............................................................85

                                                    ARTICLE SIX

                                                    THE TRUSTEE

Section 601.      Duties of Trustee..............................................................................85
Section 602.      Notice of Defaults.............................................................................87
Section 603.      Certain Rights of Trustee......................................................................87
Section 604.      Trustee Not Responsible for Recitals, Dispositions of Securities or Application of Proceeds
                    Thereof......................................................................................88
Section 605.      Trustee and Agents May Hold Securities; Collections; etc.......................................89
Section 606.      Money Held in Trust............................................................................89
Section 607.      Compensation and Indemnification of Trustee and Its Prior Claim................................89
Section 608.      Conflicting Interests..........................................................................90
Section 609.      Trustee Eligibility............................................................................90
Section 610.      Resignation and Removal; Appointment of Successor Trustee......................................90
Section 611.      Acceptance of Appointment by Successor.........................................................91
Section 612.      Merger, Conversion, Consolidation or Succession to Business....................................92
Section 613.      Preferential Collection of Claims Against Company..............................................92
Section 614.      Co-Trustee.....................................................................................92

                                                   ARTICLE SEVEN

                                 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.      Company to Furnish Trustee Names and Addresses of Holders......................................93



                                      - v -


                                                                                                             
Section 702.      Disclosure of Names and Addresses of Holders...................................................94
Section 703.      Reports by Trustee.............................................................................94
Section 704.      Reports by Company and Guarantors..............................................................94

                                                   ARTICLE EIGHT

                                       CONSOLIDATION, MERGER, SALE OF ASSETS

Section 801.      Company and Guarantors May Consolidate, etc., Only on Certain Terms............................94
Section 802.      Successor Substituted..........................................................................96

                                                    ARTICLE NINE

                                              SUPPLEMENTAL INDENTURES

Section 901.      Supplemental Indentures and Agreements without Consent of Holders..............................97
Section 902.      Supplemental Indentures and Agreements with Consent of Holders.................................98
Section 903.      Execution of Supplemental Indentures and Agreements............................................99
Section 904.      Effect of Supplemental Indentures..............................................................99
Section 905.      Conformity with Trust Indenture Act............................................................99
Section 906.      Reference in Securities to Supplemental Indentures.............................................99
Section 907.      Notice of Supplemental Indentures.............................................................100
Section 908.      Revocation and Effects of Consents............................................................100

                                                    ARTICLE TEN

                                                     COVENANTS

Section 1001.     Payment of Principal, Premium and Interest....................................................100
Section 1002.     Maintenance of Office or Agency...............................................................100
Section 1003.     Money for Security Payments to Be Held in Trust...............................................101
Section 1004.     Corporate Existence...........................................................................102
Section 1005.     Payment of Taxes and Other Claims.............................................................102
Section 1006.     Maintenance of Properties.....................................................................102
Section 1007.     Waiver of Certain Covenants...................................................................103
Section 1008.     Limitation on Indebtedness....................................................................103
Section 1009.     Limitation on Restricted Payments.............................................................107
Section 1010.     Limitation on Transactions with Affiliates....................................................111
Section 1011.     Limitation on Liens...........................................................................112
Section 1012.     Limitation on Sale of Assets..................................................................113
Section 1013.     Limitation on Issuances of Guarantees of Indebtedness.........................................117
Section 1014.     Purchase of Securities upon a Change of Control...............................................118
Section 1015.     Limitation on Subsidiary Preferred Stock......................................................121
Section 1016.     Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.......121
Section 1017.     Limitation on Unrestricted Subsidiaries.......................................................123
Section 1018.     Sale and Leaseback Transactions...............................................................124
Section 1019.     Limitation on Layering........................................................................124
Section 1020.     Provision of Financial Statements.............................................................125
Section 1021.     Statement by Officers as to Default...........................................................125
Section 1022.     Fall Away Event...............................................................................126



                                     - vi -


                                                                                                             
                                                   ARTICLE ELEVEN

                                              REDEMPTION OF SECURITIES

Section 1101.     Additional Amounts............................................................................128
Section 1102.     Tax Redemption................................................................................130
Section 1103.     Rights of Redemption..........................................................................131
Section 1104.     Applicability of Article......................................................................132
Section 1105.     Election to Redeem; Notice to Trustee.........................................................132
Section 1106.     Selection by Trustee of Securities to Be Redeemed.............................................132
Section 1107.     Notice of Redemption..........................................................................133
Section 1108.     Deposit of Redemption Price...................................................................134
Section 1109.     Securities Payable on Redemption Date.........................................................134
Section 1110.     Securities Redeemed or Purchased in Part......................................................134

                                                   ARTICLE TWELVE

                                             SATISFACTION AND DISCHARGE

Section 1201.     Satisfaction and Discharge of Indenture.......................................................135
Section 1202.     Application of Trust Money....................................................................136

                                                  ARTICLE THIRTEEN

                                            SUBORDINATION OF SECURITIES

Section 1301.     Securities Subordinate to Senior Indebtedness.................................................136
Section 1302.     Payment Over of Proceeds Upon Dissolution, etc................................................136
Section 1303.     Suspension of Payment When Designated Senior Indebtedness in Default..........................138
Section 1304.     Payment Permitted if No Default...............................................................139
Section 1305.     Subrogation to Rights of Holders of Senior Indebtedness.......................................139
Section 1306.     Provisions Solely to Define Relative Rights...................................................140
Section 1307.     Trustee to Effectuate Subordination...........................................................140
Section 1308.     No Waiver of Subordination Provisions.........................................................140
Section 1309.     Notice to Trustee.............................................................................141
Section 1310.     Reliance on Judicial Orders or Certificates...................................................142
Section 1311.     Rights of Trustee as a Holder of Senior Indebtedness; Preservation of Trustee's Rights........142
Section 1312.     Article Applicable to Paying Agents...........................................................142
Section 1313.     No Suspension of Remedies.....................................................................142
Section 1314.     Trustee's Relation to Senior Indebtedness.....................................................142

                                                  ARTICLE FOURTEEN

                                                     GUARANTEES

Section 1401.     Guarantors' Guarantee.........................................................................143
Section 1402.     Continuing Guarantee; No Right of Set-Off; Independent Obligation.............................143
Section 1403.     Guarantee Absolute............................................................................144
Section 1404.     Right to Demand Full Performance..............................................................146
Section 1405.     Waivers.......................................................................................146
Section 1406.     The Guarantors Remain Obligated in Event the Company Is No Longer Obligated to Discharge
                     Indenture Obligations......................................................................147



                                     - vii -


                                                                                                             
Section 1407.     Fraudulent Conveyance; Contribution; Subrogation..............................................147
Section 1408.     Guarantee Is in Addition to Other Security....................................................148
Section 1409.     Release of Security Interests.................................................................148
Section 1410.     No Bar to Further Actions.....................................................................148
Section 1411.     Failure to Exercise Rights Shall Not Operate as a Waiver; No Suspension of Remedies...........148
Section 1412.     Trustee's Duties; Notice to Trustee...........................................................148
Section 1413.     Successors and Assigns........................................................................149
Section 1414.     Release of Guarantee..........................................................................149
Section 1415.     Execution of Guarantee........................................................................149
Section 1416.     Guarantee Subordinate to Senior Guarantor Indebtedness........................................150
Section 1417.     Payment Over of Proceeds Upon Dissolution of the Guarantor, etc...............................150
Section 1418.     Default on Senior Guarantor Indebtedness......................................................151
Section 1419.     Payment Permitted by Each of the Guarantors if No Default.....................................152
Section 1420.     Subrogation to Rights of Holders of Senior Guarantor Indebtedness.............................152
Section 1421.     Provisions Solely to Define Relative Rights...................................................152
Section 1422.     Trustee to Effectuate Subordination...........................................................153
Section 1423.     No Waiver of Subordination Provisions.........................................................153
Section 1424.     Notice to Trustee by Each of the Guarantors...................................................154
Section 1425.     Reliance on Judicial Orders or Certificates...................................................154
Section 1426.     Rights of Trustee as a Holder of Senior Guarantor Indebtedness; Preservation of Trustee's
                     Rights.....................................................................................155
Section 1427.     Article Applicable to Paying Agents...........................................................155
Section 1428.     No Suspension of Remedies.....................................................................155
Section 1429.     Trustee's Relation to Senior Guarantor Indebtedness...........................................155



TESTIMONIUM

SIGNATURE AND SEALS

ACKNOWLEDGMENTS

EXHIBIT A            Regulation S Certificate

EXHIBIT B            Restricted Securities Certificate

EXHIBIT C            Institutional Accredited Investor Certificate

EXHIBIT D            Unrestricted Security Certificate

EXHIBIT E            Form of Supplemental Indenture

                                    - viii -


          INDENTURE, dated as of July 30, 2004, among The Jean Coutu Group (PJC)
Inc., a corporation organized under the laws of Quebec (the "Company"), 3090671
Nova Scotia Company, a company organized under the laws of Nova Scotia, 3090672
Nova Scotia Company, a company organized under the laws of Nova Scotia, Brooks
Pharmacy, Inc., a Delaware corporation, JCG Holdings (USA), Inc., a Delaware
corporation, Jean Coutu Acquisition One, Inc., a Delaware corporation, Jean
Coutu Acquisition Three, Inc., a Delaware corporation, Jean Coutu Acquisition
Two, Inc., a Delaware corporation, Jean Coutu Group Holdings (USA), LLC, a
Delaware limited liability company, Maxi Drug North, Inc., a Delaware
corporation, Maxi Drug South, L.P., a Delaware limited partnership, Maxi Drug,
Inc., a Delaware corporation, Maxi Green Inc., a Vermont corporation, MC
Woonsocket, Inc., a Rhode Island corporation, P.J.C. Distribution, Inc., a
Delaware corporation, P.J.C. of Vermont Inc., a Vermont corporation, P.J.C.
Realty Co., Inc., a Delaware corporation, Paterson's Pharmacies Ltd., a limited
company organized under the laws of Ontario, PJC Arlington Realty LLC, a
Delaware limited liability company, PJC Dorchester Realty LLC, a Delaware
limited liability company, PJC Essex Realty LLC, a Delaware limited liability
company, PJC Haverhill Realty LLC, a Delaware limited liability company, PJC
Hyde Park Realty LLC, a Delaware limited liability company, PJC Lease Holdings,
Inc., a Delaware corporation, PJC Manchester Realty LLC, a Delaware limited
liability company, PJC Mansfield Realty LLC, a Delaware limited liability
company, PJC New London Realty LLC, a Delaware limited liability company, PJC
Norwich Realty LLC, a Delaware limited liability company, PJC of Cranston, Inc.,
a Rhode Island corporation, PJC of East Providence, Inc., a Rhode Island
corporation, PJC of Massachusetts, Inc., a Massachusetts corporation, PJC of
Rhode Island, Inc., a Rhode Island corporation, PJC of West Warwick, Inc., a
Rhode Island corporation, PJC Peterborough Realty LLC, a Delaware limited
liability company, PJC Providence Realty LLC, a Delaware limited liability
company, PJC Realty MA, Inc., a Massachusetts corporation, PJC Realty N.E. LLC,
a Delaware corporation, PJC Revere Realty LLC, a Delaware limited liability
company, PJC Special Realty Holdings, Inc., a Delaware corporation, RX
Information Centre Ltd., a limited company organized under the laws of Canada,
Services Securivol Inc., a corporation organized under the laws of Canada and
The Jean Coutu Group (PJC) USA, Inc., a Delaware corporation, as guarantors
(each a "Guarantor," and collectively, the "Guarantors"), and Wells Fargo Bank,
N.A., a national banking association, as trustee (the "Trustee").

                   RECITALS OF THE COMPANY AND THE GUARANTORS

          The Company has duly authorized the creation of an issue of 8 1/2%
Senior Subordinated Notes due 2014 (the "Initial Securities"), and, when and if
issued in an Exchange Offer, an issue of 8 1/2% Senior Subordinated Notes due
2014 (the "Exchange Securities" and, together with the Initial Securities, the
"Securities"), of substantially the tenor and amount hereinafter set forth
(subject to the ability of the Company to issue Additional Securities hereunder
as described herein), and to provide therefore, the Company has duly authorized
the execution and delivery of this Indenture and the Securities;

          Each Guarantor has duly authorized the issuance of a Guarantee of the
Securities, of substantially the tenor hereinafter set forth, and to provide
therefor, each Guarantor has duly authorized the execution and delivery of this
Indenture and its Guarantee;

          Upon the issuance of the Exchange Securities, this Indenture is
subject to, and shall be governed by, the provisions of the Trust Indenture Act
that are required to be part of and to govern indentures qualified under the
Trust Indenture Act;



          The Initial Notes and the Exchange Notes will have terms identical in
all respects (except that the Exchange Notes will not contain terms with respect
to transfer restrictions) and will evidence the same indebtedness of the
Company.

          All things necessary have been done to make (i) the Securities, when
duly issued and executed by the Company and authenticated and delivered
hereunder, the valid obligation of the Company, (ii) the Guarantees, when
executed by each of the Guarantors and delivered hereunder, the valid obligation
of each of the Guarantors and (iii) this Indenture a valid agreement of the
Company and each of the Guarantors in accordance with the terms of this
Indenture;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 101.  DEFINITIONS.

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

          (a)    the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;

          (b)    all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

          (c)    all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

          (d)    the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision;

          (e)    all references to $, US$, dollars or United States dollars
shall refer to the lawful currency of the United States of America; and

          (f)    all references herein to particular Sections or Articles refer
to this Indenture unless otherwise so indicated.

          Certain terms used principally in Article Four are defined in Article
Four.

          "Acquired Indebtedness" means Indebtedness of a Person (1) existing at
the time such Person becomes a Restricted Subsidiary or (2) assumed in
connection with the acquisition of assets from such Person, in each case, other
than Indebtedness incurred in connection with, or in contemplation of, such
Person becoming a Restricted Subsidiary or such acquisition, as the case may be.
Acquired

                                      - 2 -


Indebtedness shall be deemed to be incurred on the date of the related
acquisition of assets from any Person or the date the acquired Person becomes a
Restricted Subsidiary, as the case may be.

          "Acquisition" means the consummation of the acquisition by the Company
of all of the outstanding Capital Stock of Eckerd Corporation, a Delaware
corporation, Thrift Drug, Inc., a Delaware corporation, and Genovese Drug
Stores, Inc., a Delaware corporation, pursuant to the Stock Purchase Agreement.

          "Additional Securities" means further Securities (other than the
Initial Securities) issued under this Indenture in accordance with the terms of
this Indenture, including Sections 303 and 1110 hereof, as part of the same
series as the Initial Securities ranking equally with the Initial Securities in
all respects (other than the issuance dates and, at the option of the Company,
the date from which interest will accrue), subject to compliance with Section
1008 herein. The Initial Securities and any Additional Securities subsequently
issued under this Indenture shall be treated as a single class for all purposes
under this Indenture, including, without limitation, waivers, amendments,
redemptions, and offers to purchase.

          "Additional Senior Securities" means additional Senior Securities
(other than the initial Senior Securities) issued under the Senior Securities
Indenture in accordance with the terms of such Indenture, including Sections 303
and 1100 thereof, as part of the same series as the initial Senior Securities
ranking equally with the initial Senior Securities in all respects, subject to
compliance with Section 1008 herein.

          "Administrative Agent Bank" means any administrative agent bank under
the Credit Agreement.

          "Affiliate" means, with respect to any specified Person: (1) any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person; (2) any other Person that
owns, directly or indirectly, 10% or more of any class or series of such
specified Person's (or any of such Person's direct or indirect parent's) Capital
Stock or any officer or director of any such specified Person or other Person
or, with respect to any natural Person, any Person having a relationship with
such Person by blood, marriage or adoption not more remote than first cousin; or
(3) any other Person 10% or more of the Voting Stock of which is beneficially
owned or held directly or indirectly by such specified Person. For the purposes
of this definition, "control" when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

          "Agent Bank" means Merrill Lynch, Pierce, Fenner & Smith Incorporated,
National Bank of Canada, Deutsche Bank Trust Company Americas, or any other
agent bank under the Credit Agreement.

          "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as in
effect at the time of such transfer or transaction.

                                      - 3 -


          "Asset Sale" means any sale, issuance, conveyance, transfer, lease or
other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions, of:

                 (1)    any Capital Stock of any Restricted Subsidiary;

                 (2)    all or substantially all of the properties and assets of
     any division or line of business of the Company or any Restricted
     Subsidiary; or

                 (3)    any other properties, assets or rights of the Company or
     any Restricted Subsidiary other than in the ordinary course of business.

          For the purposes of this definition, the term "Asset Sale" shall not
include any transfer of properties or assets

                 (A)    that is governed by the provisions described under
          Article Eight hereof,

                 (B)    that is a Change of Control whereby the Company makes a
          Change of Control Offer and complies with its terms,

                 (C)    that is by the Company to any Restricted Subsidiary or
          by any Restricted Subsidiary to the Company or any Restricted
          Subsidiary in accordance with the terms of this Indenture,

                 (D)    that would be within the definition of a "Permitted
          Investment,"

                 (E)    that would be within the definition of a "Restricted
          Payment" under Section 1009 and would be permitted to be made as a
          Restricted Payment (and shall be deemed a Restricted Payment) under
          Section 1009,

                 (F)    that is of obsolete equipment,

                 (G)    that consists of cash or Cash Equivalents, inventory,
          receivables and other current assets,

                 (H)    sales of accounts receivable, chattel paper and related
          assets of the type described in the definition of "Permitted
          Securitization Transaction" to a Securitization Entity for the Fair
          Market Value thereof and transfers of accounts receivable, chattel
          paper and related assets of the type described in the definition of
          "Permitted Securitization Transaction" (or a fractional undivided
          interest therein) by a Securitization Entity in a Permitted
          Securitization Transaction,

                 (I)    the leasing or licensing of any real or personal
          property in the ordinary course of business and consistent with past
          practice,

                 (J)    the sale of Capital Stock of an Unrestricted Subsidiary,
          or

                 (K)    the Fair Market Value of which in the aggregate does not
          exceed $10.0 million in any transaction or series of related
          transactions.

                                      - 4 -


          "Asset Swap" means the exchange by the Company or a Restricted
Subsidiary of a portion of its property, business or assets, for property,
businesses or assets which, or Capital Stock of a Person all or substantially
all of whose assets are of a type used in the business of the Company on the
date of this Indenture or in a Permitted Business, or a combination of any
property, business or assets or Capital Stock of such a Person and cash or Cash
Equivalents.

          "Attributable Indebtedness" in respect of a Sale and Leaseback
Transaction means, at the time of determination, the present value (discounted
at the rate of interest implicit in such transaction, determined in accordance
with GAAP) of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such Sale and Leaseback Transaction
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended).

          "Average Life to Stated Maturity" means, as of the date of
determination with respect to any Indebtedness, the quotient obtained by
dividing (1) the sum of the products of (a) the number of years from the date of
determination to the date or dates of each successive scheduled principal
payment of such Indebtedness multiplied by (b) the amount of each such principal
payment by (2) the sum of all such principal payments.

          "Bankruptcy Law" means United States Bankruptcy Code of 1978 as
codified and enacted as Title 11 of the United States Code and, as amended, or
any similar United States federal or state law, Canadian federal law or
provincial law or law of any other jurisdiction relating to bankruptcy,
insolvency, receivership, winding up, liquidation, reorganization or relief of
debtors or any amendment to, succession to or change in any such law.

          "Board of Directors" means the board of directors of the Company or
any Guarantor, as the case may be, or any duly authorized committee of such
board.

          "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or any Guarantor, as the case
may be, to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the
Trustee.

          "Book-Entry Security" means any Global Securities bearing the legend
specified in Section 202 evidencing all or part of a series of Securities,
authenticated and delivered to the Depositary for such series or its nominee,
and registered in the name of such Depositary or nominee.

          "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions or trust companies in
The City of New York or the city in which the Corporate Trust Office of the
Trustee is located are authorized or obligated by law, regulation or executive
order to close.

          "Capital Lease Obligation" of any Person means any obligation of such
Person and its Restricted Subsidiaries on a Consolidated basis under any capital
lease of (or other agreement conveying the right to use) real or personal
property which, in accordance with GAAP, is required to be recorded as a
capitalized lease obligation.

          "Capital Stock" of any Person means any and all shares, interests,
participations, rights in or other equivalents (however designated) of such
Person's capital stock, other equity interests whether now outstanding or issued
after the date of this Indenture, partnership interests (whether general or

                                      - 5 -


limited), limited liability company interests, any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person,
including any Preferred Stock, and any rights (other than debt securities
convertible into Capital Stock), warrants or options exchangeable for or
convertible into such Capital Stock.

          "Cash Equivalents" means

                 (1)    Canadian or U.S. dollars;

                 (2)    marketable direct obligations issued by, or
     unconditionally guaranteed by, the federal government of the United States
     of America or Canada, respectively, or issued by any agency thereof and
     backed by the full faith and credit of the federal government of the United
     States of America or Canada, respectively, in each case maturing within one
     year from the date of acquisition thereof;

                 (3)    marketable direct obligations issued by any state of the
     United States of America or any province of Canada or any political
     subdivision of any such state or province, as the case may be, or any
     public instrumentality thereof maturing within one year from the date of
     acquisition thereof and, at the time of acquisition, having one of the two
     highest ratings obtainable from either S&P or Moody's; PROVIDED that, in
     the event that any such obligation is not rated by S&P or Moody's, such
     obligation will have the highest rating from Dominion Bond Rating Service
     Limited ("DBRS");

                 (4)    commercial paper maturing no more than one year from the
     date of acquisition issued by a corporation that is not an Affiliate of the
     Company and is organized under the laws of the United States of America or
     Canada or any state or province thereof, as the case may be, or the
     District of Columbia, having a rating of at least R-2 (low) from DBRS or at
     least A-2 from S&P or at least P-2 from Moody's;

                 (5)    overnight deposits, certificates of deposit or bankers'
     acceptances maturing within one year from the date of acquisition thereof
     issued by any bank organized under the laws of the United States of America
     or Canada or any state or province, as the case may be, thereof or the
     District of Columbia or any U.S. or Canadian branch of a foreign bank
     having at the date of acquisition thereof combined capital and surplus of
     not less than US$250,000,000;

                 (6)    repurchase obligations with a term of not more than
     seven days for underlying securities of the types described in clause (2)
     of this definition entered into with any bank meeting the qualifications
     specified in clause (5) of this definition; and

                 (7)    investments in money market funds which invest
     substantially all their assets in securities of the types described in
     clauses (1) through (6) of this definition.

          "Change of Control" means the occurrence of any of the following
events:

                 (1)    any "person" or "group" (as such terms are used in
     Sections 13(d) and 14(d) of the Exchange Act), other than Permitted
     Holders, is or becomes the "beneficial owner" (as defined in Rules 13d-3
     and 13d-5 under the Exchange Act, except that a Person shall be deemed to
     have beneficial ownership of all shares that such Person has the right to
     acquire, whether such right is exercisable immediately or only after the
     passage of time), directly or

                                      - 6 -


     indirectly, of Voting Stock of the Company constituting more than 50% of
     the total voting power of all outstanding Voting Stock of the Company with
     respect to the election of directors;

                 (2)    during any period of two consecutive years, individuals
     who at the beginning of such period constituted the Board of Directors of
     the Company (together with any new directors whose election to such Board
     of Directors or whose nomination for election by the stockholders of the
     Company was approved by a vote of the Permitted Holders (if the Permitted
     Holders own a majority of the voting power of the Voting Stock of the
     Company) or by a vote of not less than the majority of the directors then
     still in office who were either directors at the beginning of such period
     or whose election or nomination for election was previously so approved),
     cease for any reason to constitute a majority of such Board of Directors of
     the Company then in office;

                 (3)    the Company consolidates with or merges with or into any
     Person or sells, assigns, conveys, transfers, leases or otherwise disposes
     of all or substantially all of its and its Restricted Subsidiaries' assets
     to any Person, or any Person consolidates with or merges into or with the
     Company, in any such event pursuant to a transaction in which the
     outstanding Voting Stock of the Company is converted into or exchanged for
     cash, securities or other property, other than any such transaction where

                 (A)    the outstanding Voting Stock of the Company is changed
          into or exchanged for (1) Voting Stock of the surviving corporation
          which is not Redeemable Capital Stock or (2) cash, securities and
          other property (other than Capital Stock of the surviving corporation)
          in an amount which could be paid by the Company as a Restricted
          Payment as described under Section 1009 (and such amount shall be
          treated as a Restricted Payment subject to the provisions of this
          Indenture described under Section 1009 hereof) and

                 (B)    immediately after such transaction, no "person" or
          "group," other than any Permitted Holder, is the beneficial owner (as
          defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
          person shall be deemed to have beneficial ownership of all securities
          that such person has the right to acquire, whether such right is
          exercisable immediately or only after the passage of time), directly
          or indirectly, of Voting Stock constituting more than 50% of the total
          voting power of the outstanding Voting Stock with respect to the
          election of directors of the surviving corporation; or

                 (4)    the Company is liquidated or dissolved or adopts a plan
     of liquidation or dissolution other than in a transaction which complies
     with the provisions described under Article Eight hereof.

For purposes of this definition, any transfer of an equity interest of an entity
that was formed for the purpose of acquiring Voting Stock of the Company will be
deemed to be a transfer of such portion of such Voting Stock as corresponds to
the portion of the equity of such entity that has been so transferred.

          "Clearstream" means Clearstream Banking, societe anonyme (or any
successor securities clearing agency).

                                      - 7 -


          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Securities Act, Exchange Act
and Trust Indenture Act then the body performing such duties at such time.

          "Commodity Price Protection Agreement" means any forward contract,
commodity swap, commodity option or other similar financial agreement or
arrangement relating to, or the value which is dependent upon, fluctuations in
commodity prices.

          "Common Stock" means the Company's common stock.

          "Company" means The Jean Coutu Group (PJC) Inc., a corporation
organized under the laws of Quebec, until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company (i) by any one of its Chairman of the Board,
its President, its Chief Executive Officer, its Chief Financial Officer, any
Vice President (regardless of Vice Presidential designation), its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, or (ii) by an
authorized signatory (by virtue of a power of attorney or other similar
instrument) and delivered to the Trustee.

          "Consolidated Fixed Charge Coverage Ratio" of any Person means, for
any period, the ratio of

          (a)    the sum of Consolidated Net Income (Loss), and in each case to
the extent deducted in computing Consolidated Net Income (Loss) for such period,
Consolidated Interest Expense, Consolidated Income Tax Expense and Consolidated
Non-cash Charges for such period, of such Person and its Restricted Subsidiaries
on a Consolidated basis, all determined in accordance with GAAP, less all
non-cash items increasing Consolidated Net Income (Loss) for such period and
less all cash payments during such period relating to non-cash charges that were
added back to Consolidated Net Income (Loss) in determining the Consolidated
Fixed Charge Coverage Ratio in any prior period to

          (b)    the sum of Consolidated Interest Expense for such period and
cash and non-cash dividends paid on any Redeemable Capital Stock of the Company
or any Restricted Subsidiary or Preferred Stock of the Restricted Subsidiaries
during such period,

in each case after giving PRO FORMA effect (as calculated in accordance with
Article 11 of Regulation S-X under the Securities Act or any successor
provision) to

                 (1)    the incurrence of the Indebtedness giving rise to the
     need to make such calculation and (if applicable) the application of the
     net proceeds therefrom, including to refinance other Indebtedness, as if
     such Indebtedness was incurred, and the application of such proceeds
     occurred, on the first day of such period;

                 (2)    the incurrence, repayment or retirement of any other
     Indebtedness by the Company and its Restricted Subsidiaries since the first
     day of such period as if such Indebtedness was incurred, repaid or retired
     at the beginning of such period (except that, in making such computation,
     the amount of Indebtedness under any revolving credit facility shall

                                      - 8 -


     be computed based upon the average daily balance of such Indebtedness
     during such period);

                 (3)    in the case of Acquired Indebtedness or any acquisition
     occurring at the time of the incurrence of the Indebtedness giving rise to
     the need to make such pro forma calculation, the related acquisition,
     assuming such acquisition had been consummated on the first day of such
     period; and

                 (4)    any acquisition or disposition by the Company and its
     Restricted Subsidiaries of any company or any business or any assets out of
     the ordinary course of business, whether by merger, stock purchase or sale
     or asset purchase or sale, or any related repayment of Indebtedness, in
     each case since the first day of such period, assuming such acquisition,
     disposition or repayment had been consummated on the first day of such
     period;

     PROVIDED that

                 (1)    in making such computation, the Consolidated Interest
     Expense attributable to interest on any Indebtedness computed on a PRO
     FORMA basis and (A) bearing a floating interest rate shall be computed as
     if the rate in effect on the date of computation had been the applicable
     rate for the entire period and (B) which was not outstanding during the
     period for which the computation is being made but which bears, at the
     option of such Person, a fixed or floating rate of interest, shall be
     computed by applying at the option of such Person either the fixed or
     floating rate;

                 (2)    in making such computation, the Consolidated Interest
     Expense of such Person attributable to interest on any Indebtedness under a
     revolving credit facility computed on a PRO FORMA basis shall be computed
     based upon the average daily balance of such Indebtedness during the
     applicable period;

                 (3)    in making such computation, any cash charges taken in
     connection with the integration of the Eckerd Acquisition and related
     matters within 24 months of the closing of the Eckerd Acquisition in an
     amount for all such cash charges that do not exceed $25 million in the
     aggregate shall be excluded from the calculation of Consolidated Net Income
     for the purposes of the calculation of the Consolidated Fixed Charge
     Coverage Ratio; and

                 (4)    net income (or loss) or interest expense attributable to
     any Canadian drugstore franchisee in which the Company does not own or
     control more than 50% of the outstanding voting power of the Voting Stock
     thereof shall not be included in making such computation whether or not
     required to be included by GAAP.

          "Consolidated Income Tax Expense" of any Person means, for any period,
the provision for federal, state, provincial, territorial, local and foreign
income taxes of such Person and its Consolidated Restricted Subsidiaries for
such period as determined in accordance with GAAP.

          "Consolidated Interest Expense" of any Person means, without
duplication, for any period, the sum of

          (a)    the interest expense of such Person and its Restricted
Subsidiaries for such period, on a Consolidated basis, including, without
limitation,

                 (1)    amortization of original issue discount on Indebtedness,
     if any,

                                      - 9 -


                 (2)    the net cash costs associated with Interest Rate
     Agreements, Currency Hedging Agreements and Commodity Price Protection
     Agreements (including amortization of discounts),

                 (3)    the interest portion of any deferred payment obligation,

                 (4)    all commissions, discounts and other fees and charges
     owed with respect to letters of credit and bankers acceptance financing and

                 (5)    accrued interest, plus

          (b)    (1)    the interest component of the Capital Lease Obligations
paid, accrued and/or scheduled to be paid or accrued by such Person and its
Restricted Subsidiaries during such period and

                 (2)    all capitalized interest of such Person and its
Restricted Subsidiaries plus

          (c)    the interest expense under any Guaranteed Debt of such Person
and any Restricted Subsidiary to the extent not included under clause (a)(4)
above, whether or not paid by such Person or its Restricted Subsidiaries, plus

          (d)    dividend requirements of such Person with respect to
Redeemable Capital Stock and of any Restricted Subsidiary with respect to
Preferred Stock (except, in either case, dividends payable solely in shares of
Qualified Capital Stock of such Person or such Restricted Subsidiary, as the
case may be).

          "Consolidated Net Income (Loss)" of any Person means, for any period,
the Consolidated net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a Consolidated basis as determined in accordance
with GAAP, adjusted, to the extent included in calculating such net income (or
loss), by excluding, without duplication,

                 (1)    all extraordinary gains or losses net of taxes (less all
     fees and expenses relating thereto),

                 (2)    the portion of net income (or loss) of such Person and
     its Restricted Subsidiaries on a Consolidated basis allocable to minority
     interests in unconsolidated Persons or Unrestricted Subsidiaries to the
     extent that cash dividends or distributions have not actually been received
     by such Person or one of its Consolidated Restricted Subsidiaries,

                 (3)    net income (or loss) of any Person combined with such
     Person or any of its Restricted Subsidiaries on a "pooling of interests"
     basis attributable to any period prior to the date of combination, and any
     non-cash impact attributable to the application of the purchase method of
     accounting in accordance with GAAP,

                 (4)    any gain or loss, net of taxes, realized upon the
     termination of any employee pension benefit plan,

                 (5)    gains or losses, net of taxes (less all fees and
     expenses relating thereto), in respect of dispositions of assets other than
     in the ordinary course of business (including, without limitation,
     dispositions pursuant to Sale and Leaseback Transactions),

                                     - 10 -


                 (6)    the net income of any Restricted Subsidiary to the
     extent that the declaration of dividends or similar distributions by that
     Restricted Subsidiary of that income is not at the time permitted, directly
     or indirectly, by operation of the terms of its charter or any agreement,
     instrument, judgment, decree, order, statute, rule or governmental
     regulation applicable to that Restricted Subsidiary,

                 (7)    any restoration to net income of any contingency
     reserve, except to the extent provision for such reserve was made out of
     income accrued at any time following the date of this Indenture,

                 (8)    any net gain arising from the acquisition of any
     securities or extinguishment, under GAAP, of any Indebtedness of such
     Person,

                 (9)    all deferred financing costs written off, and premiums
     paid, in connection with any early extinguishment of Indebtedness,

                 (10)   the cumulative effect of a change in accounting
     principles,

                 (11)   non-cash charges relating to employee benefit or other
     management compensation plans of such Person or any of its Restricted
     Subsidiaries or any non-cash compensation charge arising from any grant,
     issuance or repricing of stock, stock options or other equity-based awards
     or, in each case, any amendment, modification, substitution or change
     thereof, of such Person or any of its Restricted Subsidiaries in each case,
     to the extent that such non-cash charges are deducted in computing such
     Consolidated Net Income (Loss) will be excluded,

                 (12)   any gain or loss arising from foreign currency
     fluctuations on foreign currency denominated Indebtedness, or

                 (13)   net income (or loss) attributable to any Canadian
     drugstore franchisee in which the Company does not own or control (directly
     or indirectly) more than 50% of the outstanding voting power of the Voting
     Stock thereof whether or not required to be included by GAAP.

          "Consolidated Net Tangible Assets" of any Person means, at any time,
as of the last day of the most recent period for which financial statements are
available, for such Person and its Restricted Subsidiaries on a Consolidated
basis, an amount equal to (a) the Consolidated assets of the Person and its
Restricted Subsidiaries minus (b) all intangible assets of the Person and its
Restricted Subsidiaries at that time.

          "Consolidated Non-cash Charges" of any Person means, for any period,
the aggregate depreciation, amortization and other non-cash charges of such
Person and its Restricted Subsidiaries on a Consolidated basis for such period,
as determined in accordance with GAAP (excluding any non-cash charge which
requires an accrual or reserve for cash charges for any future period).

          "Consolidation" means, with respect to any Person, the consolidation
of the accounts of such Person and each of its subsidiaries if and to the extent
the accounts of such Person and each of its subsidiaries would normally be
consolidated, all in accordance with GAAP. The term "Consolidated" shall have a
similar meaning.

                                     - 11 -


          "Corporate Trust Office" means the office of the Trustee at which at
any particular time the corporate trust business for the purposes of this
Indenture shall be principally administered, which office at the date of
execution of this Indenture is located at Sixth Street & Marquette Avenue,
N9303-120, Minneapolis, MN 55479, Attention: Corporate Trust Services, or such
other address as the Trustee may designate from time to time by notice to the
Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the Holders and the Company).

          "Credit Agreement" means the Credit Agreement among the Company and
The Jean Coutu Group (PJC) USA, Inc., as borrowers thereto, certain lenders
party thereto, and certain agents party thereto, and related guarantee
documents, entered into in connection with the Acquisition, as such agreements,
in whole or in part, in one or more instances, may be amended, renewed,
extended, substituted, refinanced, restructured, replaced, supplemented or
otherwise modified from time to time (including, without limitation, any
successive renewals (partial or total), extensions, substitutions, refinancings,
restructurings, replacements, supplementations or other modifications of the
foregoing), whether any such renewal, extension, substitution, replacement or
refinancing (i) occurs simultaneously with the termination or repayment of a
prior Credit Agreement or (ii) occurs on one or more separate occasions.

          "Credit Facility" means one or more debt facilities (including,
without limitation, the Credit Agreement), commercial paper facilities or other
debt instruments, indentures or agreements, providing for revolving credit
loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables), letters of credit or other debt
obligations, in each case, as amended, restated, modified, renewed, refunded,
restructured, supplemented, replaced or refinanced in whole or in part from time
to time, including without limitation any amendment increasing the amount of
Indebtedness incurred or available to be borrowed thereunder, extending the
maturity of any Indebtedness incurred thereunder or contemplated thereby or
deleting, adding or substituting one or more parties thereto (whether or not
such added or substituted parties are banks or other institutional lenders).

          "Currency Hedging Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
foreign exchange contracts, currency swap agreements or other similar agreements
or arrangements designed to protect against the fluctuations in currency values.

          "DBRS" means Dominion Bond Rating Service Limited and any successor
thereto.

          "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

          "Depositary" means, with respect to the Securities issued in the form
of one or more Book-Entry Securities, The Depository Trust Company ("DTC"), its
nominees and successors, or another Person designated as Depositary by the
Company, which must be a clearing agency registered under the Exchange Act.

          "Designated Non-cash Consideration" means the Fair Market Value of
non-cash consideration received by the Company or any of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated pursuant to
an Officers' Certificate, setting forth the basis of the

                                     - 12 -


valuation. The aggregate Fair Market Value of the Designated Non-cash
Consideration held by the Company or any Restricted Subsidiary at any given
time, taken together with the Fair Market Value at the time of receipt of all
other Designated Non-cash Consideration received and still held by the Company
or any Restricted Subsidiary at such time, may not exceed $25.0 million in
aggregate, at the time of the receipt of the Designated Non-cash Consideration
(with the Fair Market Value being measured at the time received and without
giving effect to subsequent changes in value).

          "Designated Senior Indebtedness" means (i) all Senior Indebtedness
under the Credit Agreement permitted to be incurred pursuant to paragraph (b)(1)
of Section 1008 and (ii) any other Senior Indebtedness which at the time of
determination has an aggregate principal amount outstanding of at least $50.0
million and which is specifically designated in the instrument evidencing such
Senior Indebtedness or the agreement under which such Senior Indebtedness arises
as "Designated Senior Indebtedness" by the Company.

          "Disinterested Director" means, with respect to any transaction or
series of related transactions, a member of the Board of Directors of the
Company who does not have any material direct or indirect financial interest in
or with respect to such transaction or series of related transactions.

          "Equity Offering" means the offer and sale of Common Stock (other than
Redeemable Capital Stock) of the Company with gross proceeds to the Company of
at least $25.0 million in cash in any one transaction.

          "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear Clearance System (or any successor securities clearing agency).

          "Event of Default" has the meaning specified in Section 501.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute, and the rules and regulations promulgated by the
Commission thereunder.

          "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

          "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

          "Exchange Securities" has the meaning set forth in the first recital
of this Indenture.

          "Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained in an arm's-length free market transaction
between an informed and willing seller under no compulsion to sell and an
informed and willing buyer under no compulsion to buy. Fair Market Value shall
be determined by the Board of Directors of the Company acting in good faith and
shall be evidenced by a Board Resolution.

          "Fall Away Event" means such time as the Securities shall have
achieved Investment Grade Status (pursuant to ratings from each of S&P and
Moody's) and the Company shall have delivered to the Trustee an Officers'
Certificate certifying as to such status.

          "Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles in Canada, consistently applied, that are in
effect on the date of this Indenture.

                                     - 13 -


          "Global Securities" means the Rule 144A Global Securities, the
Regulation S Global Securities, the IAI Global Securities and the Unrestricted
Global Securities to be issued as Book-Entry Securities issued to the Depositary
in accordance with Section 306.

          "Guarantee" means the guarantee by any Guarantor of the Company's
Indenture Obligations.

          "Guaranteed Debt" of any Person means, without duplication, all
Indebtedness of any other Person referred to in the definition of Indebtedness
guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement

                 (1)    to pay or purchase such Indebtedness or to advance or
     supply funds for the payment or purchase of such Indebtedness,

                 (2)    to purchase, sell or lease (as lessee or lessor)
     property, or to purchase or sell services, primarily for the purpose of
     enabling the debtor to make payment of such Indebtedness or to assure the
     holder of such Indebtedness against loss,

                 (3)    to supply funds to, or in any other manner invest in,
     the debtor (including any agreement to pay for property or services without
     requiring that such property be received or such services be rendered),

                 (4)    to maintain working capital or equity capital of the
     debtor, or otherwise to maintain the net worth, solvency or other financial
     condition of the debtor or to cause such debtor to achieve certain levels
     of financial performance or

                 (5)    otherwise to assure a creditor against loss;

PROVIDED that the term "guarantee" shall not include endorsements for collection
or deposit, in either case in the ordinary course of business.

          "Guarantor" means any Subsidiary which is a guarantor of the
Securities, including any Person that is required after the date of this
Indenture to execute a guarantee of the Securities pursuant to Section 1013
until a successor replaces such party pursuant to the applicable provisions of
this Indenture and, thereafter, shall mean such successor.

          "Holder" means a Person in whose name a Security is registered in the
Security Register.

          "IAI Global Securities" means one or more permanent Global Securities
in registered form representing the aggregate principal amount of Securities
sold to Institutional Accredited Investors.

          "Indebtedness" means, with respect to any Person, without duplication,

                 (1)    all indebtedness of such Person for borrowed money,
     including under an asset-based, receivable or other borrowing facility, or
     for the deferred purchase price of property or services, excluding any
     trade payables and other current liabilities arising in the ordinary course
     of business, but including, without limitation, all obligations, contingent
     or otherwise, of such Person in connection with any letters of credit
     issued under letter of credit

                                     - 14 -


     facilities, acceptance facilities or other similar facilities,

                 (2)    all obligations of such Person evidenced by bonds,
     notes, debentures or other similar instruments,

                 (3)    all indebtedness created or arising under any
     conditional sale or other title retention agreement with respect to
     property acquired by such Person (even if the rights and remedies of the
     seller or lender under such agreement in the event of default are limited
     to repossession or sale of such property, in which case the amount of any
     such Indebtedness shall be equal at any time to the value of such property
     at such time), but excluding trade payables arising in the ordinary course
     of business,

                 (4)    all obligations under Interest Rate Agreements, Currency
     Hedging Agreements or Commodity Price Protection Agreements of such Person
     (the amount of any such obligations to be equal at any time to the
     termination value of such agreement or arrangement giving rise to such
     obligation that would be payable by such Person at such time),

                 (5)    all Capital Lease Obligations of such Person,

                 (6)    all Indebtedness referred to in clauses (1) through (5)
     above of other Persons and all dividends of other Persons, the payment of
     which is secured by (or for which the holder of such Indebtedness has an
     existing right, contingent or otherwise, to be secured by) any Lien, upon
     or with respect to property (including, without limitation, accounts and
     contract rights) owned by such Person, even though such Person has not
     assumed or become liable for the payment of such Indebtedness (provided
     that the amount of such Indebtedness of other Persons shall not exceed the
     greater of the book value or the Fair Market Value of the property subject
     to such Lien),

                 (7)    all Guaranteed Debt of such Person,

                 (8)    all Redeemable Capital Stock issued by such Person
     valued at the greater of its voluntary or involuntary maximum fixed
     repurchase price plus accrued and unpaid dividends,

                 (9)    Attributable Indebtedness with respect to Sale and
     Leaseback Transactions,

                 (10)   Preferred Stock of any Restricted Subsidiary of the
     Company or any Guarantor (unless held by the Company or any Restricted
     Subsidiary) and

                 (11)   any amendment, supplement, modification, deferral,
     renewal, extension, refunding or refinancing of any liability of the types
     referred to in clauses (1) through (10) above;

provided that the amount of any limited recourse Indebtedness shall be equal to
the principal amount of such limited recourse Indebtedness for, and to the
extent, which the subject Person provides credit support of any kind (including
any undertaking agreement or instrument that would constitute Indebtedness), is
directly or indirectly liable as a guarantor or otherwise is the lender.

                                     - 15 -


          For purposes of this Indenture, (x) the "maximum fixed repurchase
price" of any Redeemable Capital Stock which does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Redeemable
Capital Stock as if such Redeemable Capital Stock were purchased on any date on
which Indebtedness shall be required to be determined pursuant to this
Indenture, and if such price is based upon, or measured by, the Fair Market
Value of such Redeemable Capital Stock, such Fair Market Value to be determined
in good faith by the board of directors of the issuer of such Redeemable Capital
Stock and (y) the value of Preferred Stock shall be equal to the liquidation
preference.

          "Indenture" means this instrument as originally executed (including
all exhibits and schedules hereto) and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof.

          "Indenture Obligations" means the obligations of the Company and any
other obligor under this Indenture or under the Securities, including any
Guarantor, to pay principal of, premium, if any, and interest when due and
payable, and all other amounts (including any Additional Amounts) due or to
become due under or in connection with this Indenture or the Securities and the
performance of all other obligations to the Trustee and the Holders under this
Indenture and the Securities, according to the respective terms thereof.

          "Initial Purchasers" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Deutsche Bank Securities Inc. and NBF Securities (USA) Corp. (or
the initial purchasers with respect to Additional Securities issued after the
date hereof).

          "Initial Securities" has the meaning set forth in the first recital in
this Indenture.

          "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

          "Interest Payment Date" when used with respect to any Security, means
each semiannual interest payment date on February 1 and August 1 of each year.

          "Interest Rate Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
interest rate protection agreements (including, without limitation, interest
rate swaps, caps, floors, collars and similar agreements) and/or other types of
interest rate hedging agreements from time to time.

          "Investment" means, with respect to any Person, directly or
indirectly, any advance, loan (including guarantees), or other extension of
credit or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase, acquisition or ownership by such Person of any
Capital Stock, bonds, notes, debentures or other securities issued or owned by
any other Person and all other items that would be classified as investments on
a balance sheet prepared in accordance with GAAP. "Investment" shall exclude
direct or indirect advances to customers or suppliers in the ordinary course of
business that are, in conformity with GAAP, recorded as accounts receivable,
prepaid expenses or deposits on the Company's or any Restricted Subsidiary's
balance sheet, endorsements for collection or deposit arising in the ordinary
course of business and extensions of trade credit on commercially reasonable
terms in accordance with normal trade practices. If the Company or any
Restricted Subsidiary of the Company sells or otherwise disposes of any Capital
Stock of any direct or indirect

                                     - 16 -


Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Subsidiary of the Company (other than
the sale of all of the outstanding Capital Stock of such Subsidiary), the
Company will be deemed to have made an Investment on the date of such sale or
disposition equal to the Fair Market Value of the Company's Investments in such
Subsidiary that were not sold or disposed of in an amount determined as provided
in Section 1009.

          "Investment Grade Status" means ratings of BBB- or higher by S&P (or
its equivalent rating under any successor rating categories of S&P), and Baa3 or
higher by Moody's (or its equivalent rating under any successor rating
categories of Moody's).

          "Issue Date" means the original issue date of the Securities under
this Indenture.

          "Lien" means any mortgage or deed of trust, charge, pledge, lien
(statutory or otherwise), privilege, security interest, assignment, deposit,
arrangement, easement, hypothecation, claim, preference, priority or other
encumbrance upon or with respect to any property of any kind (including any
conditional sale, capital lease or other title retention agreement, any leases
in the nature thereof, and any agreement to give any security interest), real or
personal, movable or immovable, now owned or hereafter acquired. A Person will
be deemed to own subject to a Lien any property which it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale
agreement, Capital Lease Obligation or other title retention agreement.

          "Maturity" means, when used with respect to the Securities, the date
on which the principal of the Securities becomes due and payable as therein
provided or as provided in this Indenture, whether at Stated Maturity, the Offer
Date or the Redemption Date and whether by declaration of acceleration, Offer in
respect of Excess Proceeds, Change of Control Offer in respect of a Change of
Control, call for redemption or otherwise.

          "Moody's" means Moody's Investors Service, Inc. and its successors.

          "Net Cash Proceeds" means

          (a)    with respect to any Asset Sale by any Person, the proceeds
thereof (without duplication in respect of all Asset Sales) in the form of cash
or Cash Equivalents including payments in respect of deferred payment
obligations when received in the form of, or stock or other assets when disposed
of for, cash or Cash Equivalents (except to the extent that such obligations are
financed or sold with recourse to the Company or any Restricted Subsidiary) net
of

                 (1)    brokerage commissions and other reasonable fees and
     expenses (including fees and expenses of counsel and investment bankers)
     related to such Asset Sale,

                 (2)    provisions for all taxes payable as a result of such
     Asset Sale,

                 (3)    payments made to retire Indebtedness where payment of
     such Indebtedness is secured by the assets or properties the subject of
     such Asset Sale,

                 (4)    amounts required to be paid to any Person (other than
     the Company or any Restricted Subsidiary) owning a beneficial interest in
     the assets subject to the Asset Sale and

                 (5)    appropriate amounts to be provided by the Company or any
     Restricted

                                     - 17 -


     Subsidiary, as the case may be, as a reserve, in accordance with GAAP,
     against any liabilities associated with such Asset Sale and retained by the
     Company or any Restricted Subsidiary, as the case may be, after such Asset
     Sale, including, without limitation, pension and other post-employment
     benefit liabilities, liabilities related to environmental matters and
     liabilities under any indemnification obligations associated with such
     Asset Sale, all as reflected in an Officers' Certificate delivered to the
     Trustee and

          (b)    with respect to any issuance or sale of Capital Stock or
options, warrants or rights to purchase Capital Stock, or debt securities or
Capital Stock that have been converted into or exchanged for Capital Stock as
referred to under Section 1009, the proceeds of such issuance or sale in the
form of cash or Cash Equivalents including payments in respect of deferred
payment obligations when received in the form of, or stock or other assets when
disposed of for, cash or Cash Equivalents (except to the extent that such
obligations are financed or sold with recourse to the Company or any Restricted
Subsidiary), net of attorney's fees, accountant's fees and brokerage,
consultation, underwriting and other fees and expenses actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

          "Offering Memorandum" means the offering memorandum, dated July 20,
2004, related to the issuance of the Securities.

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President, the Chief Executive Officer, the Chief Financial
Officer or a Vice President (regardless of Vice Presidential designation), and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company or any Guarantor, as the case may be, and in form and
substance reasonably satisfactory to, and delivered to, the Trustee.

          "Opinion of Counsel" means a written opinion of counsel, who may be an
employee or counsel for the Company or any Guarantor, and who shall be
reasonably acceptable to the Trustee, and which opinion shall be in form and
substance reasonably satisfactory to the Trustee, including customary
assumptions and exceptions thereto.

          "Opinion of Independent Counsel" means a written opinion of counsel
which is issued by a Person who is not an employee, director or consultant
(other than non-employee legal counsel) of the Company or any Guarantor and who
shall be reasonably acceptable to the Trustee, and which opinion shall be in
form and substance reasonably satisfactory to the Trustee, including customary
assumptions and exceptions thereto.

          "Outstanding" when used with respect to Securities means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

          (a)    Securities theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;

          (b)    Securities, or portions thereof, for whose payment or
redemption money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company or any Affiliate thereof) in
trust or set aside and segregated in trust by the Company or any Affiliate
thereof (if the Company or any Affiliate thereof shall act as its own Paying
Agent) for the Holders of such Securities; PROVIDED that if such Securities are
to be redeemed, notice of such

                                     - 18 -


redemption has been duly given pursuant to this Indenture or provision therefor
reasonably satisfactory to the Trustee has been made;

          (c)    Securities, to the extent provided in Sections 402 and 403,
with respect to which the Company has effected defeasance or covenant defeasance
as provided in Article Four; and

          (d)    Securities in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to the
Trustee and the Company proof reasonably satisfactory to each of them that such
Securities are held by a BONA FIDE purchaser in whose hands the Securities are
valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company, any Guarantor, or any other obligor upon the Securities or any
Affiliate of the Company, any Guarantor or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the reasonable
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company, any Guarantor or any other
obligor upon the Securities or any Affiliate of the Company, any Guarantor or
such other obligor.

          "Pari Passu Indebtedness" means (a) any Indebtedness of the Company
that is equal in right of payment to the Securities and (b) with respect to any
Guarantee, Indebtedness which ranks equal in right of payment to such Guarantee.

          "Paying Agent" means any Person (including the Company) authorized by
the Company to pay the principal of, premium, if any, or interest on, any
Securities on behalf of the Company.

          "Permitted Business" means the lines of business conducted by the
Company and its Restricted Subsidiaries on the date of this Indenture and
business reasonably related, complementary or ancillary thereto, including
reasonably related extensions or expansions thereof.

          "Permitted Holders" means (i) Mr. Jean Coutu, (ii) the spouse,
children or other lineal descendants (whether adoptive or biological) of Mr.
Jean Coutu, (iii) any revocable or irrevocable intervivos or testamentary trust
or the probate estate of any Person described in clause (i) or (ii) above, so
long as one or more of the foregoing individuals named in clauses (i) and (ii)
is the principal beneficiary of such trust or probate estate, and (iv) any
Person all of the Capital Stock of which is held, directly or indirectly, by or
for the benefit of the Persons or trusts or probate estates specified in clauses
(i), (ii) or (iii) above.

          "Permitted Investment" means:

                 (1)    Investments in any Restricted Subsidiary or any Person
     which, as a result of such Investment, (a) becomes a Restricted Subsidiary
     or (b) is merged or consolidated with or into, or transfers or conveys
     substantially all of its assets to, or is liquidated into, the

                                     - 19 -


     Company or any Restricted Subsidiary;

                 (2)    Indebtedness of the Company or a Restricted Subsidiary
     described under clauses (4), (5), (6), (7) and (12) of the definition of
     "Permitted Indebtedness" under paragraph (b) of Section 1008;

                 (3)    Investments in any of the Securities or Senior
     Securities;

                 (4)    Investments in Cash Equivalents;

                 (5)    Investments acquired by the Company or any Restricted
     Subsidiary in connection with an asset sale permitted under Section 1012 to
     the extent such Investments are non-cash proceeds as permitted under
     Section 1012;

                 (6)    Investments in existence on the date of this Indenture;

                 (7)    Investments acquired in exchange for the issuance of
     Capital Stock (other than Redeemable Capital Stock of the Company or a
     Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary) or
     acquired with the Net Cash Proceeds received by the Company after the date
     of this Indenture from the issuance and sale of Capital Stock (other than
     Redeemable Capital Stock of the Company or a Restricted Subsidiary or
     Preferred Stock of a Restricted Subsidiary); PROVIDED that such Net Cash
     Proceeds are used to make such Investment within 10 days of the receipt
     thereof and the amount of all such Net Cash Proceeds will be excluded from
     clause (3)(B) of the first paragraph of Section 1009(a);

                 (8)    Investments in prepaid expenses, negotiable instruments
     held for collection and lease, utility and worker's compensation,
     performance and other similar deposits provided to third parties in the
     ordinary course of business;

                 (9)    loans or advances to employees of the Company in the
     ordinary course of business for bona fide business purposes of the Company
     and its Restricted Subsidiaries (including travel, entertainment and moving
     expenses) or the proceeds of which are used to purchase Capital Stock of
     the Company in the aggregate amount outstanding at any one time of $10.0
     million;

                 (10)   any Investments received in good faith in settlement or
     compromise of obligations of trade creditors or customers that were
     incurred in the ordinary course of business, including pursuant to any plan
     of reorganization or similar arrangement upon the bankruptcy or insolvency
     of any trade creditor or customer;

                 (11)   any Investment by the Company or any Restricted
     Subsidiary in a Securitization Entity or any Investment by a Securitization
     Entity in any other Person, in each case in connection with a Permitted
     Securitization Transaction; PROVIDED, HOWEVER, that the foregoing
     Investment is in the form of a Purchase Money Note or an equity interest;

                 (12)   any Investment in Permitted Joint Ventures in an amount
     not to exceed $100.0 million in the aggregate for all such Permitted Joint
     Ventures;

                 (13)   Investments in any Securitization Facility to the extent
     reasonably necessary to consummate any Permitted Securitization
     Transactions; and

                                     - 20 -


                 (14)   other Investments in the aggregate amount outstanding at
     any one time of up to $50.0 million.

In connection with any assets or property contributed or transferred to any
Person as an Investment, such property and assets shall be equal to the Fair
Market Value (as determined by the Company's Board of Directors) at the time of
Investment.

          "Permitted Joint Venture" means any joint venture (which may be in the
form of a limited liability company, partnership, corporation or other entity or
form) in which the Company or any of its Restricted Subsidiaries, directly or
indirectly, owns or controls 50% or less of the total voting power of the shares
of Capital Stock of such entity entitled to vote; PROVIDED, HOWEVER, that any
joint venture in which the Company, directly or indirectly, owns 50% of the
total voting power of the Capital Stock of such entity entitled to vote shall
only be a Permitted Joint Venture if engaged in a Permitted Business or engaged
primarily in the business of prescription benefit management; PROVIDED, FURTHER,
that any joint venture in which the Company, directly or indirectly, owns less
than 50% of the total voting power of the Capital Stock of such entity entitled
to vote shall only be a Permitted Joint Venture if engaged primarily in the
business of prescription benefit management.

          "Permitted Lien" means

          (a)    Liens on assets of the Company and its Subsidiaries securing
Senior Indebtedness and Liens on assets of a Guarantor securing Senior
Indebtedness of such Guarantor, that was permitted by the terms of this
Indenture to be incurred;

          (b)    any Lien created or existing as of the date of this Indenture
on Indebtedness existing or created on the date of this Indenture;

          (c)    any Lien arising by reason of

                 (1)    any judgment, decree or order of any court, so long as
     such Lien is adequately bonded and any appropriate legal proceedings which
     may have been duly initiated for the review of such judgment, decree or
     order shall not have been finally terminated or the period within which
     such proceedings may be initiated shall not have expired;

                 (2)    taxes, assessments or government charges not yet
     delinquent or which are being contested in good faith;

                 (3)    security for payment of workers' compensation or other
     insurance;

                 (4)    good faith deposits in connection with tenders, leases
     or other contracts (other than contracts for the payment of money);

                 (5)    zoning restrictions, easements, licenses, reservations,
     title defects, rights of others for rights of way, utilities, sewers,
     electric lines, telephone or telegraph lines, and other similar purposes,
     provisions, covenants, conditions, waivers, restrictions on the use of
     property or minor irregularities of title (and with respect to leasehold
     interests, mortgages, obligations, Liens and other encumbrances incurred,
     created, assumed or permitted to exist and arising by, through or under a
     landlord or owner of the leased property, with or without consent of the
     lessee), none of which materially impairs the use of any parcel of property
     material to the operation of the business of the Company or any Restricted
     Subsidiary or the value of such

                                     - 21 -


     property for the purpose of such business;

                 (6)    deposits to secure public or statutory obligations, or
     in lieu of surety or appeal bonds; or

                 (7)    operation of law in favor of mechanics, carriers,
     warehousemen, landlords, materialmen, laborers, employees or suppliers,
     incurred in the ordinary course of business for sums which are not yet
     delinquent or are being contested in good faith by negotiations or by
     appropriate proceedings which suspend the collection thereof;

          (d)    any Lien securing Acquired Indebtedness created prior to (and
not created in connection with, or in contemplation of) the incurrence of such
Indebtedness by the Company or any Restricted Subsidiary;

          (e)    any Lien to secure the performance bids, trade contracts,
leases (including, without limitation, statutory and common law landlord's
liens), statutory obligations, surety and appeal bonds, letters of credit and
other obligations of a like nature and incurred in the ordinary course of
business of the Company or any Restricted Subsidiary;

          (f)    any Lien securing Indebtedness permitted to be incurred under
Interest Rate Agreements, Currency Hedging Agreements, Commodity Price
Protection Agreements or otherwise incurred to hedge interest rate risk;

          (g)    any Lien securing Capital Lease Obligations or Purchase Money
Obligations incurred in accordance with this Indenture (including clause (8) of
the definition of Permitted Indebtedness) and which are incurred or assumed
solely in connection with the acquisition, development or construction of real
or personal, moveable or immovable property within 90 days of such incurrence or
assumption; PROVIDED that such Liens only extend to such acquired, developed or
constructed property, such Liens secure Indebtedness in an amount not in excess
of the original purchase price or the original cost of any such assets or
repair, addition or improvement thereto, and the incurrence of such Indebtedness
is permitted by Section 1008;

          (h)    Liens on assets transferred to a Securitization Entity or an
asset of a Securitization Entity, in either case, incurred in connection with a
Permitted Securitization Transaction;

          (i)    leases, licenses, subleases and sublicenses of assets
(including, without limitation, real property and intellectual property rights),
which do not materially interfere with the ordinary course of conduct of the
business of the Company or any Restricted Subsidiary;

          (j)    (1) Liens securing Indebtedness or other obligations of a
Restricted Subsidiary owing to the Company or another Restricted Subsidiary; or
(2) claim, restriction or encumbrance with respect to equity ownership interests
in a Restricted Subsidiary granted in favor of the Company or any other
Restricted Subsidiary; and

          (k)    any extension, renewal, refinancing or replacement, in whole or
in part, of any Lien described in the foregoing clauses (a) through (j) so long
as no additional collateral is granted as security thereby.

                                     - 22 -


          "Permitted Securitization Transaction" means any transaction or series
of transactions that qualify for off-balance sheet treatment in accordance with
SFAS 140 or other applicable accounting pronouncements, pursuant to which the
Company or any of its Restricted Subsidiaries may sell, contribute, convey or
otherwise transfer to (i) a Securitization Entity (in the case of a transfer by
the Company or any of its Restricted Subsidiaries) and (ii) any other Person (in
the case of a transfer by a Securitization Entity), or may grant a security
interest in, any accounts receivable or chattel paper (whether now existing or
arising in the future) of the Company or any of its Restricted Subsidiaries, and
any assets directly related thereto, including, without limitation, all
collateral securing such accounts receivable, and other assets (including
contract rights and all guarantees or other obligations in respect of such
accounts receivable or chattel paper, proceeds of such accounts receivable or
chattel paper and other assets which are customarily transferred or in respect
of which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable or chattel paper).

          "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 308 in exchange for a mutilated
Security or in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Security.

          "Preferred Stock" means, with respect to any Person, any Capital Stock
of any class or classes (however designated) which is preferred as to the
payment of dividends or distributions, or as to the distribution of assets upon
any voluntary or involuntary liquidation or dissolution of such Person, over the
Capital Stock of any other class in such Person.

          "Purchase Money Note" means a promissory note of a Securitization
Entity evidencing a line of credit, which may be irrevocable, from the Company
or any Restricted Subsidiary in connection with a Permitted Securitization
Transaction to a Securitization Entity, which note is repayable from cash
available to such Securitization Entity, other than amounts required to be
established as reserves pursuant to contractual arrangements with entities that
are not Affiliates entered into as part of such Permitted Securitization
Transaction, amounts paid to investors in respect of interest, principal and
other amounts owing to such investors and amounts paid in connection with the
purchase of newly generated accounts receivable.

          "Purchase Money Obligation" means any Indebtedness secured by a Lien
on assets related to the business of the Company and any additions and
accessions thereto, which are purchased or constructed by the Company at any
time after the Securities are issued; PROVIDED that

                 (1)    the security agreement or conditional sales or other
     title retention contract pursuant to which the Lien on such assets is
     created (collectively a "Purchase Money Security Agreement") shall be
     entered into within 180 days after the purchase or substantial completion
     of the construction of such assets and shall at all times be confined
     solely to the assets so purchased or acquired, any additions and accessions
     thereto and any proceeds therefrom,

                                     - 23 -


                 (2)    at no time shall the aggregate principal amount of the
     outstanding Indebtedness secured thereby be increased, except in connection
     with the purchase of additions and accessions thereto and except in respect
     of fees and other obligations in respect of such Indebtedness and

                 (3)    (A) the aggregate outstanding principal amount of
     Indebtedness secured thereby (determined on a per asset basis in the case
     of any additions and accessions) shall not at the time such Purchase Money
     Security Agreement is entered into exceed 100% of the purchase price to the
     Company of the assets subject thereto or (B) the Indebtedness secured
     thereby shall be with recourse solely to the assets so purchased or
     acquired, any additions and accessions thereto and any proceeds therefrom.

          "Qualified Capital Stock" of any Person means any and all Capital
Stock of such Person other than Redeemable Capital Stock.

          "Redeemable Capital Stock" means any Capital Stock that, either by its
terms or by the terms of any security into which it is convertible or
exchangeable or otherwise, is or upon the happening of an event or passage of
time would be, required to be redeemed prior to the final Stated Maturity of the
principal of the Securities or is redeemable at the option of the holder thereof
at any time prior to such final Stated Maturity (other than upon a change of
control of or sale of assets by the Company in circumstances where the Holders
of the Securities would have similar rights), or is convertible into or
exchangeable for debt securities at any time prior to such final Stated Maturity
at the option of the holder thereof.

          "Redemption Date" when used with respect to any Security to be
redeemed pursuant to any provision in this Indenture means the date fixed for
such redemption by or pursuant to this Indenture.

          "Redemption Price" when used with respect to any Security to be
redeemed pursuant to any provision in this Indenture means the price at which it
is to be redeemed pursuant to this Indenture.

          "Registration Rights Agreement" means (1) the Registration Rights
Agreement, dated as of July 30, 2004, among the Company, the Guarantors and the
Initial Purchasers and (2) with respect to any Additional Securities issued
subsequent to July 30, 2004, the registration rights agreement entered into for
the benefit of the holders of such Additional Securities, if any.

          "Registration Statement" has the meaning set forth in the Registration
Rights Agreement.

          "Regular Record Date" for the interest payable on any Interest Payment
Date means the January 15 or July 15 (whether or not a Business Day) next
preceding such Interest Payment Date.

          "Regulation S" means Regulation S under the Securities Act, as amended
from time to time.

          "Regulation S Global Securities" means one or more permanent global
Securities in registered form representing the aggregate principal amount of
Securities sold in reliance on Regulation S under the Securities Act.

                                     - 24 -


          "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

          "Restricted Subsidiary" means any Subsidiary of the Company that has
not been designated by the Board of Directors of the Company by a Board
Resolution delivered to the Trustee as an Unrestricted Subsidiary pursuant to
and in compliance with Section 1017 hereof.

          "Rule 144A" means Rule 144A under the Securities Act, as amended from
time to time.

          "Rule 144A Global Securities" means one or more permanent Global
Securities in registered form representing the aggregate principal amount of
Securities sold in reliance on Rule 144A under the Securities Act.

          "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.

          "Sale and Leaseback Transaction" means arrangement whereby property of
the Company or any Restricted Subsidiary is transferred or otherwise disposed of
to another Person more than 270 days after the acquisition thereof or the
completion of construction or commencement of operation thereof, and the Company
or a Restricted Subsidiary leases such property from such Person. The stated
maturity of such arrangement will be deemed to be the date of the last payment
of rent or any other amount due under such arrangement prior to the first date
on which such arrangement may be terminated by the lessee without payment of a
penalty. Sale and Leaseback Transactions between or among the Company and its
Restricted Subsidiaries shall not be deemed a "Sale and Leaseback Transaction"
hereunder.

          "Securities" shall have the meaning set forth in the Recitals. The
Initial Securities and the Additional Securities shall be treated as a single
class for all purposes under this Indenture.

          "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute, and the rules and regulations promulgated by the Commission
thereunder.

          "Securitization Entity" means a Wholly Owned Restricted Subsidiary of
the Company that engages in no activities other than in connection with the
financing of accounts receivable, chattel paper and related assets and that is
designated by the Board of Directors of the Company (as provided below) as a
Securitization Entity (a) no portion of the Indebtedness or any other
obligations (contingent or otherwise) of which (i) is guaranteed by the Company
or any other Restricted Subsidiary (excluding guarantees of obligations (other
than the principal of, and interest on, Indebtedness) pursuant to Standard
Securitization Undertakings), (ii) is recourse to or obligates the Company or
any other Restricted Subsidiary in any way other than pursuant to Standard
Securitization Undertakings or (iii) subjects any property or assets of the
Company or any other Restricted Subsidiary of the Company, directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other than
pursuant to Standard Securitization Undertakings, (b) with which neither the
Company nor any other Restricted Subsidiary has any material contract,
agreement, arrangement or understanding other than

                                     - 25 -


on terms no less favorable to the Company or such Restricted Subsidiary than
those that might be obtained at the time from Persons that are not Affiliates of
the Company, other than fees payable in the ordinary course of business in
connection with servicing receivables, chattel paper and related assets of such
entity, and (c) to which neither the Company nor any Restricted Subsidiary
(other than such entity) has any obligation to maintain or preserve such
entity's financial condition or cause such entity to achieve certain levels of
operating results. Any such designation by the Board of Directors of the Company
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the Board Resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
conditions.

          "Senior Guarantor Indebtedness" means (a) with respect to any
Guarantor, all obligations (including principal, premium, if any, interest
(including interest accruing after the filing of a petition initiating any
proceeding under any state, federal or foreign Bankruptcy Law, whether or not
allowed or allowable as a claim in any such proceeding), fees, charges,
expenses, indemnities and other amounts payable from time to time) arising under
the Credit Agreement or any guarantee, security or collateral documents relating
thereto, all amounts that may be or become available for drawings under all
letters of credit outstanding under the Credit Agreement, and all obligations
arising under Commodity Price Protection Agreements, Currency Hedging Agreements
and Interest Rate Agreements, in each case, whether at any time owing, actually
or contingent, and (b) the principal of, premium, if any, and interest
(including interest accruing after the filing of a petition initiating any
proceeding under any state, federal or foreign Bankruptcy Law, whether or not
allowed or allowable as a claim in any such proceeding) on any Indebtedness of
any Guarantor (other than as otherwise provided in this definition), whether
outstanding on the Issue Date or thereafter created, incurred or assumed, and
whether at any time owing, actually or contingent, unless, in the case of any
particular Indebtedness, the instrument creating or evidencing such Indebtedness
or pursuant to which such Indebtedness is outstanding expressly provides that
such Indebtedness shall not be senior in right of payment to any Guarantee.

          Notwithstanding anything else herein to the contrary, Senior Guarantor
Indebtedness shall not include:

                 (1)    Indebtedness evidenced by the Guarantees;

                 (2)    Indebtedness that is subordinate or junior in right of
     payment to any Indebtedness of any Guarantor (it being understood and
     agreed that for purposes of the foregoing no Indebtedness shall be deemed
     to be subordinated in right of payment to any other Indebtedness solely by
     virtue of being secured by a junior priority Lien or by virtue of the fact
     that the Holders of such Indebtedness have entered into intercreditor
     agreements or other arrangements giving one or more such Holders priority
     over the other Holders in collateral held by them);

                 (3)    Indebtedness which when incurred and without respect to
     any election under Section 1111(b) of Title 11 United States Code, is
     without recourse to any Guarantor;

                 (4)    Indebtedness which is represented by Redeemable Capital
     Stock;

                 (5)    any liability for foreign, federal, state, local or
     other taxes owed or owing by any Guarantor to the extent such liability
     constitutes Indebtedness;

                 (6)    Indebtedness of any Guarantor to a Subsidiary or any
     other Affiliate of

                                     - 26 -


     the Company (other than a lender under a Credit Facility or an Affiliate of
     such lender with respect to Indebtedness incurred prior to or concurrent
     with such Person becoming an Affiliate) or any of such Affiliate's
     Subsidiaries;

                 (7)    to the extent it might constitute Indebtedness, amounts
     owing for goods, materials or services (including any guarantees thereof)
     purchased in the ordinary course of business or consisting of trade
     accounts payable owed or owing by such Guarantor, and amounts owed by such
     Guarantor for compensation to employees or services rendered to such
     Guarantor;

                 (8)    that portion of any Indebtedness which at the time of
     issuance is issued in violation of this Indenture; and

                 (9)    Indebtedness evidenced by any guarantee of any
     Subordinated Indebtedness or Pari Passu Indebtedness.

          Obligations constituting Senior Guarantor Indebtedness shall continue
to constitute Senior Guarantor Indebtedness for all purposes, notwithstanding
that such Senior Guarantor Indebtedness or any claim in respect thereof may be
disallowed, avoided, or subordinated pursuant to any Bankruptcy Law (i) as a
claim for unmatured interest, (ii) as a fraudulent transfer or conveyance or
(iii) otherwise.

          "Senior Indebtedness" means (a) all obligations (including principal,
premium, if any, interest (including interest accruing after the filing of a
petition initiating any proceeding under any state, federal or foreign
Bankruptcy Law, whether or not allowed or allowable as a claim in any such
proceeding), fees, charges, expenses, indemnities and other amounts payable from
time to time) arising under the Credit Agreement or any guarantee, security or
collateral documents relating thereto, all amounts that may be or become
available for drawings under all letters of credit outstanding under the Credit
Agreement, and all obligations arising under Commodity Price Protection
Agreements, Currency Hedging Agreements or Interest Rate Agreements, in each
case, whether at any time owing, actually or contingent, and (b) the principal
of, premium, if any, and interest (including interest, accruing after the filing
of a petition initiating any proceeding under any state, federal or foreign
Bankruptcy Law, whether or not allowed or allowable as a claim in any such
proceeding) on any of the Company's Indebtedness (other than as otherwise
provided in this definition), in each case of clauses (a) and (b) whether
outstanding on the Issue Date or thereafter created, incurred or assumed, and
whether at any time owing, actually or contingent, unless, in the case of any
particular Indebtedness, the instrument creating or evidencing such Indebtedness
or pursuant to which such Indebtedness is outstanding expressly provides that
such Indebtedness shall not be senior or shall be subordinated in right of
payment to the Securities. Notwithstanding anything else herein to the contrary,
Senior Indebtedness shall not include:

                 (1)    Indebtedness that is subordinate or junior in right of
     payment to any of the Company's Indebtedness (it being understood and
     agreed that for purposes of this Indenture, no Indebtedness shall be deemed
     to be subordinated in right of payment to any other Indebtedness solely by
     virtue of being secured by a junior priority Lien or by virtue of the fact
     that the holders of such Indebtedness have entered into intercreditor
     agreements or other arrangements giving one or more such holders priority
     over the other holders in collateral held by them);

                                     - 27 -


                 (2)    Indebtedness which when incurred and without respect to
     any election under Section 1111(b) of Title 11 United States Code, is
     without recourse to the Company or any Restricted Subsidiary;

                 (3)    Indebtedness which is represented by Redeemable Capital
     Stock;

                 (4)    any liability for foreign, federal, state, local or
     other taxes owed or owing by the Company;

                 (5)    Indebtedness of the Company to a Subsidiary or any other
     Affiliate of the Company (other than a lender under a Credit Facility or an
     Affiliate of such lender with respect to Indebtedness incurred prior to or
     concurrent with such Person becoming an Affiliate);

                 (6)    to the extent it might constitute Indebtedness, amounts
     owing for goods, materials or services (including any guarantees thereof)
     purchased in the ordinary course of business or consisting of trade
     accounts payable owed or owing by the Company, and amounts owed by the
     Company for compensation to employees or services rendered to the Company;

                 (7)    that portion of any Indebtedness which at the time of
     issuance is issued in violation of this Indenture; and

                 (8)    Indebtedness evidenced by any guarantee of any
     Subordinated Indebtedness or Pari Passu Indebtedness.

          Obligations constituting Senior Indebtedness shall continue to
constitute Senior Indebtedness for all purposes, notwithstanding that such
Senior Indebtedness or any claim in respect thereof may be disallowed, avoided,
or subordinated pursuant to any Bankruptcy Law (i) as a claim for unmatured
interest, (ii) as a fraudulent transfer or conveyance or (iii) otherwise.

          "Senior Representative" means the Agent Bank or the trustee, agent or
representative for any Designated Senior Indebtedness or, in the absence
thereof, the Holders of a majority in principal amount of such Designated Senior
Indebtedness.

          "Shelf Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

          "Senior Securities" means the Senior Securities due 2012 issued by the
Company pursuant to the Senior Securities Indenture.

          "Senior Securities Indenture" means the indenture governing Senior
Securities.

          "Significant Subsidiary" means (1) any Restricted Subsidiary that
would be a "significant subsidiary" as defined in Regulation S-X promulgated
pursuant to the Securities Act as such Regulation is in effect on the Issue Date
and (2) any Restricted Subsidiary that, when aggregated with all other
Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as
to which any event described in clause (7) or (8) under Section 501 has occurred
and is continuing, would constitute a Significant Subsidiary under clause (1) of
this definition.

                                     - 28 -


          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Company pursuant to Section 309.

          "Standard Securitization Undertakings" means representations,
warranties, guarantees, covenants and indemnities entered into by the Company or
any Restricted Subsidiary that are reasonably customary in securitization
transactions relating to accounts receivable, chattel paper and related assets
in connection with a Permitted Securitization Transaction.

          "Stated Maturity" means, when used with respect to any Indebtedness or
any installment of interest thereon, the dates specified in such Indebtedness as
the fixed date on which the principal of such Indebtedness or such installment
of interest, as the case may be, is due and payable.

          "Stock Purchase Agreement" means the agreement dated April 4, 2004, as
amended, among the Company, J.C. Penney Company, Inc., a Delaware corporation,
and TDI Consolidated Corporation, a Delaware corporation, entered into in
connection with the Acquisition.

          "Subordinated Indebtedness" means Indebtedness of the Company or a
Guarantor subordinated in right of payment to the Securities or a Guarantee, as
the case may be.

          "Subsidiary" of a Person means

                 (1)    any corporation more than 50% of the outstanding voting
     power of the Voting Stock of which is owned or controlled, directly or
     indirectly, by such Person or by one or more other Subsidiaries of such
     Person, or by such Person and one or more other Subsidiaries thereof, or

                 (2)    any limited partnership of which such Person or any
     Subsidiary of such Person is a general partner, or

                 (3)    any other Person in which such Person, or one or more
     other Subsidiaries of such Person, or such Person and one or more other
     Subsidiaries, directly or indirectly, has more than 50% of the outstanding
     partnership or similar interests or has the power, by contract or
     otherwise, to direct or cause the direction of the policies, management and
     affairs thereof.

          "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 308 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

          "Taxing Authority" means any government or any political subdivision,
state, province or territory of or in a Taxing Jurisdiction or any authority or
agency therein or thereof having power to tax.

          "Taxing Jurisdiction" means Canada or any other jurisdiction in which
the Company or any Guarantor or any successor of the Company or any Guarantor is
organized, resident for tax purposes, engaged in business or generally subject
to tax on a net income basis, or from or through which any payment under the
Securities or any Guarantee is made, or any political subdivision, state,
province or territory thereof or therein.

                                     - 29 -


          "Transactions" has the meaning as set forth in the offering memorandum
dated July 20, 2004 relating to the Securities.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, or any successor statute.

          "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture, until a successor trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor trustee.

          "U.S. Government Obligations" means securities that are (a) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation of the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depositary receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act), as custodian with respect to any such U.S.
Government Obligations or a specific payment of principal of or interest on any
such U.S. Government Obligations held by such custodian for the account of the
holder of such depositary receipt; provided that (except as required by law)
such custodian is not authorized to make any deductions from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligations or the specific payment
of principal of or interest on the U.S. Government Obligations evidenced by such
depositary receipt.

          "Unrestricted Global Securities" means one or more permanent Global
Securities in registered form representing the aggregate principal amount of
Exchange Securities exchanged for Initial Securities pursuant to the Exchange
Offer.

          "Unrestricted Subsidiary" means any Subsidiary of the Company (other
than a Guarantor) designated as such pursuant to and in compliance with Section
1017 hereof.

          "Unrestricted Subsidiary Indebtedness" of any Unrestricted Subsidiary
means Indebtedness of such Unrestricted Subsidiary

                 (1)    as to which neither the Company nor any Restricted
     Subsidiary is directly or indirectly liable (by virtue of the Company or
     any such Restricted Subsidiary being the primary obligor on, guarantor of,
     or otherwise liable in any respect to, such Indebtedness), except
     Guaranteed Debt of the Company or any Restricted Subsidiary to any
     Affiliate, in which case (unless the incurrence of such Guaranteed Debt
     resulted in a Restricted Payment at the time of incurrence) the Company
     shall be deemed to have made a Restricted Payment equal to the principal
     amount of any such Indebtedness to the extent guaranteed at the time such
     Affiliate is designated an Unrestricted Subsidiary and

                 (2)    which, upon the occurrence of a default with respect
     thereto, does not result in, or permit any holder of any Indebtedness of
     the Company or any Restricted Subsidiary to declare, a default on such
     Indebtedness of the Company or any Restricted Subsidiary or cause the
     payment thereof to be accelerated or payable prior to its Stated Maturity;
     PROVIDED that notwithstanding the foregoing any Unrestricted Subsidiary may
     guarantee the Securities.

                                     - 30 -


          "Voting Stock" of a Person means Capital Stock of such Person of the
class or classes pursuant to which the holders thereof have the general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such Person (irrespective of whether or not
at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

          "Wholly Owned Restricted Subsidiary" means a Restricted Subsidiary all
the Capital Stock of which (other than (a) directors' qualifying shares and (b)
Capital Stock or other ownership interests issued to a Person other than the
Company or a Wholly Owned Restricted Subsidiary of the Company in connection
with a Permitted Securitization Transaction for the purpose of establishing
independence and not in order to provide substantive economic or controlling
voting interests to such Person) is owned by the Company or another Wholly Owned
Restricted Subsidiary.

     SECTION 102.  OTHER DEFINITIONS.



          Term                                                                  Defined in Section
          ----                                                                  ------------------
                                                                             
          "Act"                                                                 105
          "Additional Amounts"                                                  1101
          "Agent Members"                                                       306
          "Change of Control Offer"                                             1014
          "Change of Control Purchase Date"                                     1014
          "Change of Control Purchase Notice"                                   1014
          "Change of Control Purchase Price"                                    1014
          "control"                                                             101 ("Affiliate")
          "CUSIP"                                                               310
          "covenant defeasance"                                                 403
          "DBRS"                                                                101 ("Cash Equivalents")
          "Defaulted Interest"                                                  309
          "defeasance"                                                          402
          "Defeasance Redemption Date"                                          404
          "Defeased Securities"                                                 401
          "Designation"                                                         1017
          "Designation Amount"                                                  1017
          "Documentary Taxes"                                                   1101
          "DTC"                                                                 101 ("Depositary")
          "Event of Default"                                                    501
          "Excess Proceeds"                                                     1012
          "Excluded Holder"                                                     1101
          "incur"                                                               1008
          "Initial Period"                                                      1303
          "maximum fixed repurchase price"                                      101 ("Indebtedness")
          "Non-payment Default"                                                 1303
          "Offer"                                                               1012
          "Offer Date"                                                          1012
          "Offered Price"                                                       1012
          "Offshore Transaction"                                                202
          "Pari Passu Debt Amount"                                              1012
          "Pari Passu Offer"                                                    1012


                                     - 31 -


                                                                   
          "Payment Blockage Notice"                                             1303
          "Payment Blockage Period"                                             1303
          "Payment Default"                                                     1303
          "Permitted Guarantor Junior Securities"                               1417
          "Permitted Indebtedness"                                              1008
          "Permitted Junior Securities"                                         1302
          "Permitted Payment"                                                   1009
          "Private Placement Legend"                                            202
          "Purchase Money Security Agreement"                                   101 ("Purchase Money Obligation")
          "Qualified Institutional Buyer"                                       202
          "Restricted Payments"                                                 1009
          "Restricted Period"                                                   201
          "restricted security"                                                 307
          "Revocation"                                                          1017
          "Security Amount"                                                     1012
          "Security Register"                                                   305
          "Security Registrar"                                                  305
          "Special Payment Date"                                                309
          "Surviving Entity"                                                    801
          "Surviving Guarantor Entity"                                          801
          "transfer"                                                            101 ("Asset Sale")
          "U.S. Person"                                                         202

          

     SECTION 103.  COMPLIANCE CERTIFICATES AND OPINIONS.

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company and any Guarantor
(if applicable) and any other obligor on the Securities (if applicable) shall,
in each case at the request of the Trustee, furnish to the Trustee an Officers'
Certificate in a form and substance reasonably acceptable to the Trustee stating
that all conditions precedent, if any, provided for in this Indenture (including
any covenant compliance with which constitutes a condition precedent) relating
to the proposed action have been complied with, and an Opinion of Counsel in a
form and substance reasonably acceptable to the Trustee stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with.

          Every Officers' Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture (other
than pursuant to Section 1021) shall include:

          (a)    a statement that each individual signing such certificate or
individual or firm signing such opinion has read and understands such covenant
or condition and the definitions herein relating thereto;

          (b)    a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

          (c)    a statement that, in the opinion of each such individual or
such firm, he or it has made such examination or investigation as is necessary
to enable him or it to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

                                     - 32 -


          (d)    a statement as to whether, in the opinion of each such
individual or such firm, such condition or covenant has been complied with.

     SECTION 104.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

          Any certificate of an officer of the Company, any Guarantor or other
obligor on the Securities may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such
officer knows that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any
such certificate or opinion may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company, any Guarantor or other obligor on the Securities
stating that the information with respect to such factual matters is in the
possession of the Company, any Guarantor or other obligor on the Securities,
unless such officer or counsel knows that the certificate or opinion or
representations with respect to such matters are erroneous. Opinions of Counsel
required to be delivered to the Trustee may have qualifications and assumptions
customary for opinions of the type required.

          Any certificate or opinion of an officer of the Company, any Guarantor
or other obligor on the Securities may be based, insofar as it relates to
accounting matters, upon a certificate or opinion of, or representations by, an
accountant or firm of accountants in the employ of the Company, unless such
officer knows that the certificate or opinion or representations with respect to
the accounting matters upon which his certificate or opinion may be based are
erroneous. Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent with respect to the Company.

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     SECTION 105.  ACTS OF HOLDERS.

          (a)    Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 105.

                                     - 33 -


          (b)    The ownership of Securities shall be proved by the Security
Register.

          (c)    Any request, demand, authorization, direction, notice, consent,
waiver or other Act by the Holder of any Security shall bind every future Holder
of the same Security or the Holder of every Security issued upon the transfer
thereof or in exchange therefor or in lieu thereof, in respect of anything done,
suffered or omitted to be done by the Trustee, any Paying Agent or the Company,
any Guarantor or any other obligor of the Securities in reliance thereon,
whether or not notation of such action is made upon such Security.

          (d)    The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

          (e)    If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of such Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding Trust
Indenture Act Section 316(c), any such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
more than 30 days prior to the first solicitation of Holders generally in
connection therewith and no later than the date such first solicitation is
completed.

          If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for purposes of determining
whether Holders of the requisite proportion of Securities then Outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for this purpose the
Securities then Outstanding shall be computed as of such record date; PROVIDED
that no such request, demand, authorization, direction, notice, consent, waiver
or other Act by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than six months after such record date.

          (f)    For purposes of this Indenture, any action by the Holders which
may be taken in writing may be taken by electronic means or as otherwise
reasonably acceptable to the Trustee.

     SECTION 106.  NOTICES, ETC., TO THE TRUSTEE, THE COMPANY AND ANY GUARANTOR.

          Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with:

          (a)    the Trustee by any Holder or by the Company or any Guarantor or
any other obligor on the Securities shall be sufficient for every purpose
(except as provided in Section 501(c)) hereunder if in writing and mailed,
first-class postage prepaid, or delivered by recognized overnight

                                     - 34 -


courier, to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Administration, or at any other address previously furnished in
writing to the Holders or the Company, any Guarantor or any other obligor on the
Securities by the Trustee or via facsimile transmission to (612) 667-9825; or

          (b)    the Company or any Guarantor by the Trustee or any Holder shall
be sufficient for every purpose (except as otherwise herein expressly provided)
hereunder if in writing and mailed, first-class postage prepaid, or delivered by
recognized overnight courier, to the Company or such Guarantor addressed to it
c/o The Jean Coutu Group (PJC) Inc., 530 Beriault Street, Longueuil, Quebec J4G
1S8, Attention: Caroline Guay, Director Legal Affairs, or via facsimile
transmission to Facsimile: (450) 646-5649 or at any other address previously
furnished in writing to the Trustee by the Company or such Guarantor with a copy
to McDermott, Will & Emery LLP, 2049 Century Park East, 34th Floor, Los Angeles,
California 90067-3208, Attention: Mark J. Mihanovic.

          No notice to the Trustee shall be deemed effective until it is
actually received by the Trustee.

     SECTION 107.  NOTICE TO HOLDERS; WAIVER.

          Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, or delivered by
recognized overnight courier, to each Holder affected by such event, at its
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice when mailed to a Holder in the aforesaid manner shall
be conclusively deemed to have been received by such Holder whether or not
actually received by such Holder. Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

          In case by reason of the suspension of regular mail service or by
reason of any other cause, it shall be impracticable to mail notice of any event
as required by any provision of this Indenture, then any method of giving such
notice as shall be reasonably satisfactory to the Trustee shall be deemed to be
a sufficient giving of such notice.

     SECTION 108.  CONFLICT WITH TRUST INDENTURE ACT.

          If any provision hereof limits, qualifies or conflicts with any
provision of the Trust Indenture Act or another provision which is required or
deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, the provision or requirement of the Trust Indenture Act shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

                                     - 35 -


     SECTION 109.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

          The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

     SECTION 110.  SUCCESSORS AND ASSIGNS.

          All covenants and agreements in this Indenture by the Company and the
Guarantors shall bind their respective successors and assigns, whether so
expressed or not.

     SECTION 111.  SEPARABILITY CLAUSE.

          In case any provision in this Indenture or in the Securities or
Guarantees shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     SECTION 112.  BENEFITS OF INDENTURE.

          Nothing in this Indenture or in the Securities or Guarantees, express
or implied, shall give to any Person (other than the parties hereto and their
successors hereunder, any Paying Agent and the Holders) any benefit or any legal
or equitable right, remedy or claim under this Indenture.

     SECTION 113.  GOVERNING LAW.

          THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

     SECTION 114.  WAIVER OF JURY TRIAL.

          EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

     SECTION 115.  FORCE MAJEURE.

          In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or
caused by, directly or indirectly, forces beyond its control, including, without
limitation strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.

                                     - 36 -


     SECTION 116.  LEGAL HOLIDAYS.

          In any case where any Interest Payment Date, Redemption Date, Maturity
or Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal or premium, if any, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on such Interest Payment Date or Redemption Date, or at
the Maturity or Stated Maturity and no interest shall accrue with respect to
such payment for the period from and after such Interest Payment Date,
Redemption Date, Maturity or Stated Maturity, as the case may be, to the next
succeeding Business Day.

     SECTION 117.  INDEPENDENCE OF COVENANTS.

          All covenants and agreements in this Indenture shall be given
independent effect so that if a particular action or condition is not permitted
by any such covenants, the fact that it would be permitted by an exception to,
or be otherwise within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or
condition exists.

     SECTION 118.  SCHEDULES AND EXHIBITS.

          All schedules and exhibits attached hereto are by this reference made
a part hereof with the same effect as if herein set forth in full.

     SECTION 119.  COUNTERPARTS.

          This Indenture may be executed in any number of counterparts, each of
which shall be deemed an original; but all such counterparts shall together
constitute but one and the same instrument.

     SECTION 120.  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES OR
STOCKHOLDERS.

          No director, officer, employee, member or stockholder of the Company
or any Guarantor, as such, will have any liability for any obligations of the
Company or the Guarantors under the Securities, this Indenture, the Guarantees,
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Securities by accepting a Security waives and
releases the Company and each Guarantor from all such liability. The waiver and
release are part of the consideration for issuance of the Securities.

                                   ARTICLE TWO

                                 SECURITY FORMS

     SECTION 201.  FORMS GENERALLY.

          The Securities, the Guarantees and the Trustee's certificate of
authentication thereon shall be in substantially the forms set forth in this
Article Two, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted hereby and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange,
any organizational document or governing instrument or applicable law or as may,
consistently herewith, be determined by the officers executing such Securities
and Guarantees, as evidenced by their execution of the Securities and

                                     - 37 -


Guarantees. Any portion of the text of any Security may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the
Security.

          The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Securities
may be listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

          Securities offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more Rule 144A Global Securities, substantially
in the form set forth in Section 202, deposited upon issuance with the Trustee,
as custodian for the Depositary, registered in the name of the Depositary or its
nominee, in each case for credit to an account of a direct or indirect
participant of the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of the Rule
144A Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary
or its nominee, as hereinafter provided.

          Securities offered and sold in reliance on Regulation S shall be
issued in the form of one or more Regulation S Global Securities, substantially
in the form set forth in Section 202, deposited upon issuance with the Trustee,
as custodian for the Depositary, registered in the name of the Depositary or its
nominee, in each case for credit by the Depositary to an account of a direct or
indirect participant of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided; PROVIDED, HOWEVER, that
upon such deposit through and including the 40th day after the later of the
commencement of the offering of such Securities and the original issue date of
such Securities (such period through and including such 40th day, the
"Restricted Period"), all such Securities shall be credited to or through
accounts maintained at the Depositary by or on behalf of Euroclear or
Clearstream unless exchanged for interests in the Rule 144A Global Securities in
accordance with the transfer and certification requirements described below. The
aggregate principal amount of the Regulation S Global Securities may from time
to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

          Exchange Securities exchanged for Initial Securities shall be issued
initially in the form of one or more Unrestricted Global Securities,
substantially in the form set forth in Section 202, deposited upon issuance with
the Trustee, as custodian for the Depositary, registered in the name of the
Depositary or its nominee, in each case for credit to an account of a direct or
indirect participant of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Exchange Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

          With respect to any Additional Securities issued subsequent to the
date of this Indenture, (1) all references in Section 202 herein and elsewhere
in this Indenture to a Registration Rights Agreement shall be to the
registration rights agreement entered into with respect to such Additional
Securities, (2) any references in Section 202 and elsewhere in this Indenture to
the Exchange Offer, Exchange Offer Registration Statement, Shelf Registration
Statement, Initial Purchasers, Registration Default, and any other term related
thereto shall be to such terms as they are defined in such registration rights
agreement entered into with respect to such Additional Securities, (3) all time
periods described in the Securities with respect to the registration of such
Additional

                                     - 38 -


Securities shall be as provided in such registration rights agreement entered
into with respect to such Additional Securities and (4) all provisions of this
Indenture shall be construed and interpreted to permit the issuance of such
Additional Securities and to allow such Additional Securities to become fungible
and interchangeable with the Initial Securities originally issued under this
Indenture.

     SECTION 202.  FORM OF FACE OF SECURITY.

          (a)    The form of the face of any Initial Securities authenticated
and delivered hereunder shall be substantially as follows:

          Unless and until (i) an Initial Security is sold under an effective
Registration Statement or (ii) an Initial Security is exchanged for an Exchange
Security in connection with an effective Registration Statement, in each case
pursuant to the Registration Rights Agreement, and except to the extent
otherwise provided in Section 307(b) hereof, then such Initial Security shall
bear the legend set forth below (the "Private Placement Legend") on the face
thereof:

          THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
          SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
          PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
          TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
          THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
          IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH
          BELOW.

          BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
          (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
          RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")), (B) IT IS
          NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
          OFFSHORE TRANSACTION, OR (C) IT IS AN "INSTITUTIONAL
          ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1),(2), (3)
          OR (7) OF REGULATION D UNDER THE SECURITIES ACT) AND (2)
          AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY
          PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE
          ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
          COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF
          THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A)
          TO THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, (B)
          PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
          EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
          SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
          INSIDE THE UNITED STATES, TO A PERSON IT REASONABLY BELIEVES
          IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES

                                     - 39 -


          FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
          INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
          TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE
          THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S.
          PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF
          REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
          INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT
          FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
          (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
          REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
          THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH
          OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D), (E) OR
          (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
          CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
          OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE
          THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
          OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY
          THE TRANSFEROR TO THE TRUSTEE. AS USED HEREIN, THE TERMS
          "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON"
          HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S
          UNDER THE SECURITIES ACT.

          [LEGEND IF SECURITY IS A GLOBAL SECURITY]

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
          INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
          NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A
          SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY
          SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
          NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
          SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
          SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
          WITH THE RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF
          THIS INDENTURE.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
          REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
          CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH
          CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
          OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
          OR TO SUCH OTHER ENTITY AS IS REQUESTED

                                     - 40 -


          BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
          PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
          HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          [LEGEND IF SECURITY IS A REGULATION S GLOBAL SECURITY]

          THIS SECURITY IS A REGULATION S GLOBAL SECURITY WITHIN THE
          MEANING OF THE INDENTURE REFERRED TO HEREIN. INTERESTS IN
          THIS REGULATION S GLOBAL SECURITY MAY NOT BE OFFERED OR SOLD
          TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S.
          PERSON PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD (AS
          DEFINED IN THIS INDENTURE), AND NO TRANSFER OR EXCHANGE OF
          AN INTEREST IN THIS REGULATION S GLOBAL SECURITY MAY BE MADE
          FOR AN INTEREST IN A RULE 144A GLOBAL SECURITY UNTIL AFTER
          THE TERMINATION OF THE RESTRICTED PERIOD OR AS OTHERWISE
          PERMITTED BY LAW AND CONTEMPLATED BY THIS INDENTURE.

                                     - 41 -


                         THE JEAN COUTU GROUP (PJC) INC.

                               ------------------

                    8 1/2% SENIOR SUBORDINATED NOTE DUE 2014

                                                        CUSIP NO. ______________

No. __________    $_________________

          The Jean Coutu Group (PJC) Inc., a corporation organized under the
laws of Quebec (herein called the "Company," which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of
______________ United States dollars on August 1, 2014, at the office or agency
of the Company referred to below, and to pay interest thereon from July 30,
2004, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually on February 1 and August 1 in each year,
commencing February 1, 2005 at the rate of 8 1/2% per annum, in United States
dollars, until the principal hereof is paid or duly provided for. Interest shall
be computed on the basis of a 360-day year comprised of twelve 30-day months.

          The Holder of this Initial Security is entitled to the benefits of a
Registration Rights Agreement among the Company, the Guarantors and the Initial
Purchasers, pursuant to which, subject to the terms and conditions thereof, the
Company and the Guarantors are obligated to consummate the Exchange Offer
pursuant to which the Holder of this Security (and the related Guarantees) shall
have the right to exchange this Security (and the related Guarantees) for 8 1/2%
Senior Subordinated Notes due 2014, and related guarantees (herein called the
"Exchange Securities") in like principal amount as provided therein. In
addition, the Company and the Guarantors have agreed to register the Securities
for resale under the Securities Act through a Shelf Registration Statement under
certain circumstances. The Initial Securities and the Exchange Securities are
together (including related Guarantees) referred to as the "Securities." The
Initial Securities rank PARI PASSU in right of payment with the Exchange
Securities. The interest rate on the Initial Securities may increase pursuant to
the terms set forth in the Registration Rights Agreement.

          The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or any Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be January 15 or July 15 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the interest rate borne by the Initial Securities, to the extent lawful,
shall forthwith cease to be payable to the Holder on such Regular Record Date,
and may either be paid to the Person in whose name this Security (or any
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the
Company, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by the Indenture not inconsistent with the requirements of such exchange, all as
more fully provided in the Indenture.

                                     - 42 -


          Payment of the principal of, premium, if any, and interest on, this
Security, and exchange or transfer of the Security, will be made at the office
or agency of the Company in The City of New York maintained for that purpose
(which initially will be a corporate trust office of an affiliate of the
Trustee, Wells Fargo Corporate Trust, located at The Depository Trust Company,
1st Floor, TADS Dept., 55 Water Street, New York, NY 10041), or at such other
office or agency as may be maintained for such purpose, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; PROVIDED, HOWEVER, that payment of interest
may be made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear on the Security Register.

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          This Security is entitled to the benefits of the Guarantees by the
Guarantors of the punctual payment when due and performance of the Indenture
Obligations made in favor of the Trustee for the benefit of the Holders.
Reference is made to Article Fourteen of the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations under the
Guarantees of the Guarantors.

          Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof or by the authenticating agent
appointed as provided in the Indenture by manual signature of an authorized
signatory, this Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.

                                     - 43 -


          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the manual or facsimile signature of its authorized officers.

                                       THE JEAN COUTU GROUP (PJC) INC.


                                       By:
                                           ----------------------------------
                                           Name:
                                           Title:

                                     - 44 -


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the 8 1/2% Senior Subordinated Notes due 2014 referred
to in the within-mentioned Indenture.

                                       WELLS FARGO BANK, N.A., as Trustee


                                       By:
                                          ------------------------------------
                                          Authorized Signatory

Dated:

                                     - 45 -


OPTION OF HOLDER TO ELECT PURCHASE


          If you wish to have this Security purchased by the Company pursuant to
Section 1012 or Section 1014, as applicable, of the Indenture, check the
Box: / /.

          If you wish to have a portion of this Security purchased by the
Company pursuant to Section 1012 or Section 1014, as applicable, of the
Indenture, state the amount (in original principal amount):

                               $________________.


Date:                                     Your Signature:
      --------------------                                --------------------
(Sign exactly as your name appears on the other side of this Security)


Signature Guarantee:
                    -------------------------------

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

                                     - 46 -


                            [FORM OF TRANSFER NOTICE]


          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

- -----------------------------

- ------------------------------------------------------------

- ------------------------------------------------------------
(Please print or typewrite name and address including zip code of assignee)


- ------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing


- ------------------------------------------------------------
attorney to transfer such Security on the books of the Company with full power
of substitution in the premises.

          In connection with any transfer of this Security occurring prior to
the date which is the earlier of the date of an effective Registration Statement
or two years after the issuance of the relevant Securities, the undersigned
confirms that it has not utilized any general solicitation or general
advertising in connection with this Security that:

                                   [Check One]

/ /  (a)  this Security is being transferred in compliance with the exemption
          from registration under the Securities Act of 1933 provided by Rule
          144A thereunder.

                                       or

/ /  (b)  this Security is being transferred other than in accordance with (a)
          above and documents are being furnished which comply with the
          conditions of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee or other Security
Registrar shall not be obligated to register this Security in the name of any
Person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 307 of, and elsewhere
in, the Indenture shall have been satisfied.

Date:
     -------------------
                            -------------------------------------
                            NOTICE: The signature to this assignment
                            must correspond with the name as written upon
                            the face of the within-mentioned instrument in every
                            particular, without alteration or any change
                            whatsoever.

                                     - 47 -


Signature Guarantee:
                     ------------------------------

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

          The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933 and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:
      ------------------       -----------------------------------------------
                               NOTICE: To be executed by an authorized signatory

                                     - 48 -


          (b)    The form of the face of any Exchange Securities authenticated
and delivered hereunder shall be substantially as follows:

          [LEGEND IF SECURITY IS A GLOBAL SECURITY]

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
          INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
          OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR
          DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
          TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR
          TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS
          OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
          MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS
          306 AND 307 OF THE INDENTURE.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
          REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
          CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
          OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED
          IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
          IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
          PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
          REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
          PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
          PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
          & CO., HAS AN INTEREST HEREIN.

                                     - 49 -


                         THE JEAN COUTU GROUP (PJC) INC.

                               ------------------

                    8 1/2% SENIOR SUBORDINATED NOTE DUE 2014

                                                        CUSIP NO. ______________

No. __________    $________________

          The Jean Coutu Group (PJC) Inc., a corporation organized under the
laws of Quebec (herein called the "Company," which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of
______________ United States dollars on August 1, 2014, at the office or agency
of the Company referred to below, and to pay interest thereon from July 30,
2004, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually on February 1 and August 1 in each year,
commencing February 1, 2005 at the rate of 8 1/2% per annum, in United States
dollars, until the principal hereof is paid or duly provided for; PROVIDED that
to the extent interest has not been paid or duly provided for with respect to
the Initial Security exchanged for this Exchange Security, interest on this
Exchange Security shall accrue from the most recent Interest Payment Date to
which interest on the Initial Security which was exchanged for this Exchange
Security has been paid or duly provided for. Interest shall be computed on the
basis of a 360-day year comprised of twelve 30-day months.

          This Exchange Security was issued pursuant to the Exchange Offer
pursuant to which the 8 1/2% Senior Subordinated Notes due 2014, and related
Guarantees (herein called the "Initial Securities") in like principal amount
were exchanged for the Exchange Securities and related Guarantees. The Exchange
Securities rank PARI PASSU in right of payment with the Initial Securities.

          For any period in which the Initial Security exchanged for this
Exchange Security was outstanding, additional interest may be due and owing on
the Initial Security in accordance with the terms of the Registration Rights
Agreement.

          The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or any Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be January 15 or July 15 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the interest rate borne by the Exchange Securities, to the extent lawful,
shall forthwith cease to be payable to the Holder on such Regular Record Date,
and may either be paid to the Person in whose name this Security (or any
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the
Company, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by the Indenture not inconsistent with the requirements of such exchange, all as
more fully provided in the Indenture.

                                     - 50 -


          Payment of the principal of, premium, if any, and interest on, this
Security, and exchange or transfer of the Security, will be made at the office
or agency of the Company in The City of New York maintained for such purpose
(which initially will be a corporate trust office of an affiliate of the
Trustee, Wells Fargo Corporate Trust, located at The Depository Trust Company,
1st Floor, TADS Dept., 55 Water Street, New York, NY 10041), or at such other
office or agency as may be maintained for such purpose, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; PROVIDED, HOWEVER, that payment of interest
may be made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear on the Security Register.

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          This Security is entitled to the benefits of the Guarantees by the
Guarantors of the punctual payment when due and performance of the Indenture
Obligations made in favor of the Trustee for the benefit of the Holders.
Reference is made to Article Fourteen of the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations under the
Guarantees of the Guarantors.

          Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof or by the authenticating agent
appointed as provided in the Indenture by manual signature of an authorized
signatory, this Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.

                                     - 51 -


          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the manual or facsimile signature of its authorized officers.

                                           THE JEAN COUTU GROUP (PJC) INC.


                                           By:
                                               ------------------------------
                                               Name:
                                               Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the 8 1/2% Senior Subordinated Notes due 2014 referred
to in the within-mentioned Indenture.

                                           WELLS FARGO BANK, N.A., as Trustee


                                           By:
                                               -------------------------------
                                               Authorized Signatory
Dated:

                                     - 52 -


OPTION OF HOLDER TO ELECT PURCHASE

          If you wish to have this Security purchased by the Company pursuant to
Section 1012 or Section 1014, as applicable, of the Indenture, check the
Box: / /.

          If you wish to have a portion of this Security purchased by the
Company pursuant to Section 1012 or Section 1014 as applicable, of the
Indenture, state the amount (in original principal amount):

                                $______________.


Date:                         Your Signature:
       -------------------                    ---------------------------
(Sign exactly as your name appears on the other side of this Security)


Signature Guarantee:
                      -------------------------------

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

                                     - 53 -


                         FORM OF TRANSFEREE CERTIFICATE

I OR WE ASSIGN AND TRANSFER THIS SECURITY TO:

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


________________________________________________________________________________

________________________________________________________________________________

Print or type name, address and zip code of assignee and irrevocably
appoint__________________________________________________________________


[Agent], to transfer this Security on the books of the Company. The Agent may
substitute another to act for him.

Dated                                      Signed
       --------------------                       -----------------------
(Sign exactly as name appears on the other side of this Security)


[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17 Ad-15]

                                     - 54 -


     SECTION 203.  FORM OF REVERSE OF SECURITIES.

          (a)    The form of the reverse of the Initial Securities shall be
substantially as follows:

                         THE JEAN COUTU GROUP (PJC) INC.

                    8 1/2% Senior Subordinated Note due 2014

          This Security is one of a duly authorized issue of Securities of the
Company designated as its 8 1/2% Senior Subordinated Notes due 2014 (herein
called the "Initial Securities"), issued under and subject to the terms of an
indenture (herein called the "Indenture") dated as of July 30, 2004, among the
Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (herein called
the "Trustee," which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Guarantors, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

          The Company may, from time to time, without notice to or the consent
of the Holders of the Securities, create and issue Additional Securities under
the Indenture ranking equally with the Initial Securities in all respects (or in
all respects other than the payment of interest accruing prior to the issue date
of such Additional Securities or except for the first payment of interest
following the issue date of such Additional Securities), subject to the
limitations described in Section 1008 of the Indenture. Such Additional
Securities will be consolidated and form a single series with the Initial
Securities and have the same terms as to status, redemption or otherwise as the
Initial Securities.

          The Securities are subject to redemption at any time on or after
August 1, 2009, at the option of the Company, in whole or in part, on not less
than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an integral
multiple thereof, at the following Redemption Prices (expressed as percentages
of the principal amount), if redeemed during the 12-month period beginning
August 1 of the years indicated below:



                                                          Redemption
                 Year                                        Price
                 ----                                     ----------
                                                        
                 2009                                      104.250%
                 2010                                      102.833%
                 2011                                      101.417%
                 2012 and thereafter                       100.000%


of the principal amount, in each case, together with accrued and unpaid
interest, if any, to the Redemption Date (subject to the rights of Holders of
record on relevant record dates to receive interest due on an Interest Payment
Date).

          In addition, at any time prior to August 1, 2007, the Company, at its
option, may use the net proceeds of one or more Equity Offerings to redeem on
one or more occasions up to an aggregate of 35% of the aggregate principal
amount of Securities originally issued under the Indenture at a Redemption Price
equal to 108.500% of the aggregate principal amount of the Securities redeemed,
plus accrued and unpaid interest, if any, to the Redemption Date (subject to the
rights of Holders of record on relevant record dates to receive interest due on
an Interest Payment Date). At least 65% of

                                     - 55 -


the initial aggregate principal amount of Securities must remain outstanding
immediately after the occurrence of such redemption. In order to effect this
redemption, the Company must mail a notice of redemption no later than 30 days
after the closing of the related Equity Offering and must complete such
redemption within 90 days of the closing of the Equity Offering.

          The Company will also have the right to redeem the Securities upon
certain tax events as described in Section 1102.

          If less than all the Securities are to be redeemed, the Trustee shall
select the Securities to be redeemed in compliance with the requirements of the
principal national securities exchange, if any, on which the Securities are
listed, or if the Securities are not listed, on a pro rata basis, by lot or by
any other method the Trustee shall deem fair and reasonable. Securities redeemed
in part must be redeemed only in integral multiples of $1,000. Redemption
pursuant to the provisions of Section 1103(b) relating to an Equity Offering
must be made on a pro rata basis or on as nearly a pro rata basis as practicable
(subject to the procedures of DTC or any other depositary).

          Upon the occurrence of a Change of Control, each Holder may require
the Company to purchase such Holder's Securities in whole or in part in integral
multiples of $1,000, at a purchase price in cash in an amount equal to 101% of
the principal amount thereof, plus accrued and unpaid interest, if any, to the
date of purchase, pursuant to a Change of Control Offer in accordance with the
procedures set forth in the Indenture.

          Under certain circumstances described in the Indenture, the Company
will be required to apply the proceeds of Asset Sales to make an offer to repay
the Securities and Pari Passu Indebtedness.

          In the case of any redemption or repurchase of Securities in
accordance with the Indenture, interest installments whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such
Securities of record as of the close of business on the relevant Regular Record
Date or Special Record Date referred to on the face hereof. Securities (or
portions thereof) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after the
Redemption Date.

          In the event of redemption or repurchase of this Security in
accordance with the Indenture in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

          If an Event of Default shall occur and be continuing, the principal
amount of all the Securities may be declared due and payable in the manner and
with the effect provided in the Indenture.

          The Indenture contains provisions for defeasance at any time of (a)
the entire Indebtedness on the Securities and (b) certain restrictive covenants
and related Defaults and Events of Default, in each case, upon compliance with
certain conditions set forth therein.

          The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders, certain amendments
which require the consent of all the Holders and certain amendments which
require the consent of the Holders of Senior Indebtedness and Senior Guarantor
Indebtedness) as therein provided, the amendment thereof and the modification of
the rights

                                     - 56 -


and obligations of the Company and the Guarantors and the rights of the Holders
under the Indenture and the Securities and the Guarantees at any time by the
Company and the Trustee with the consent of the Holders of at least a majority
in aggregate principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting, with certain exceptions
(including certain waivers which require the consent of all of the Holders) as
therein provided, the Holders of at least a majority in aggregate principal
amount of the Securities at the time Outstanding, on behalf of the Holders of
all the Securities, to waive compliance by the Company and the Guarantors with
certain provisions of the Indenture and the Securities and the Guarantees and
certain past Defaults under the Indenture and the Securities and the Guarantees
and their consequences. Any such consent or waiver by or on behalf of the Holder
of this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Security.

          The Initial Securities are, to the extent and manner provided in
Article Thirteen of the Indenture, subordinated and subject in right of payment
to the prior payment in full in cash or Cash Equivalents of all Senior
Indebtedness. Each of the Company and the Guarantors agrees, and each Holder by
accepting a Note agrees, to the subordination provisions contained in this
Indenture and authorizes the Trustee to give them effect and appoints the
Trustee as attorney-in-fact for such purpose.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, any
Guarantor or any other obligor on the Securities (in the event such Guarantor or
such other obligor is obligated to make payments in respect of the Securities),
which is joint and several, full, absolute and unconditional, to pay the
principal of, premium, if any, and interest on, this Security at the times,
place, and rate, and in the coin or currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or its attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

          Certificated securities may not be transferred to beneficial holders
in exchange for their beneficial interests in the Rule 144A Global Securities,
the Regulation S Global Securities or the IAI Global Securities unless (i) the
Depositary (A) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) has ceased to be a
clearing agency registered as such under the Exchange Act, and in either case
the Company fails to appoint a successor Depositary within 90 days, (ii) the
Company, at its option, notifies the Trustee in writing that it elects to cause
the issuance of the Securities in certificated form or (iii) there shall have
occurred and be continuing an Event of Default or any event which after notice
or lapse of time or both would be an Event of Default with respect to such
Global Security. Upon any such issuance, the Trustee is required to register
such certificated Initial Securities in the name of, and cause the same to be
delivered to, such Person or Persons (or the nominee of any thereof). All such
certificated Initial Securities would be required to include the Private
Placement Legend unless the Legend is not required by applicable law.

                                     - 57 -


          Initial Securities in certificated form are issuable only in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Initial Securities are exchangeable for a
like aggregate principal amount of Securities of a differing authorized
denomination, as requested by the Holder surrendering the same.

          At any time when the Company is not subject to Section 13 or 15(d) of
the Exchange Act, upon the written request of a Holder of an Initial Security,
the Company will promptly furnish or cause to be furnished such information as
is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any
successor provision thereto) to such Holder or to a prospective purchaser of
such Initial Security who such Holder informs the Company is reasonably believed
to be a "Qualified Institutional Buyer" within the meaning of Rule 144A under
the Securities Act in order to permit compliance by such Holder with Rule 144A
under the Securities Act.

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Security for registration of
transfer, the Company, any Guarantor, the Trustee and any agent of the Company,
any Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, any Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

          THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES
THEREOF.

          All terms used in this Security which are defined in the Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

          (b)    The form of the reverse of the Exchange Securities shall be
substantially as follows:

                         THE JEAN COUTU GROUP (PJC) INC.

                    8 1/2% Senior Subordinated Note due 2014

          This Security is one of a duly authorized issue of Securities of the
Company designated as its 8 1/2% Senior Subordinated Notes due 2014 (herein
called the "Exchange Securities"), issued under and subject to the terms of an
indenture (herein called the "Indenture") dated as of July 30, 2004, among the
Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (herein called
the "Trustee," which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Guarantors, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

          The Company may, from time to time, without notice to or the consent
of the Holders of the Securities, create and issue Additional Securities under
the Indenture ranking equally with the

                                     - 58 -


Initial Securities in all respects (or in all respects other than the payment of
interest accruing prior to the issue date of such Additional Securities or
except for the first payment of interest following the issue date of such
Additional Securities), subject to the limitations described in Section 1008 of
the Indenture. Such Additional Securities will be consolidated and form a single
series with the Initial Securities and have the same terms as to status,
redemption or otherwise as the Initial Securities.

          The Securities are subject to redemption at any time on or after
August 1, 2009, at the option of the Company, in whole or in part, on not less
than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an integral
multiple thereof, at the following Redemption Prices (expressed as percentages
of the principal amount), if redeemed during the 12-month period beginning
August 1 of the years indicated below:



                                                         Redemption
                 Year                                       Price
                 ----                                    -----------
                                                        
                 2009                                      104.250%
                 2010                                      102.833%
                 2011                                      101.417%
                 2012 and thereafter                       100.000%


of the principal amount, in each case, together with accrued and unpaid
interest, if any, to the Redemption Date (subject to the rights of Holders of
record on relevant record dates to receive interest due on an Interest Payment
Date).

          In addition, at any time prior to August 1, 2007, the Company, at its
option, may use the net proceeds of one or more Equity Offerings to redeem on
one or more occasions up to an aggregate of 35% of the aggregate principal
amount of Securities originally issued under this Indenture at a Redemption
Price equal to 108 1/2% of the aggregate principal amount of the Securities
redeemed, plus accrued and unpaid interest, if any, to the Redemption Date
(subject to the rights of Holders of record on relevant record dates to receive
interest due on an Interest Payment Date). At least 65% of the initial aggregate
principal amount of Securities must remain outstanding immediately after the
occurrence of such redemption. In order to effect this redemption, the Company
must mail a notice of redemption no later than 30 days after the closing of the
related Equity Offering and must complete such redemption within 90 days of the
closing of the Equity Offering.

          The Company will also have the right to redeem the Securities upon
certain tax events as described in Section 1102.

          If less than all the Securities are to be redeemed, the Trustee shall
select the Securities or portions thereof to be redeemed in compliance with the
requirements of the principal national security exchange, if any, on which the
Securities are listed, or if the Securities are not listed, on a pro rata basis,
by lot or by any other method the Trustee shall deem fair and reasonable.
Securities redeemed in part must be redeemed only in integral multiples of
$1,000. Redemption pursuant to the provisions of Section 1103(b) relating to an
Equity Offering must be made on a pro rata basis or on as nearly a pro rata
basis as practicable (subject to the procedures of DTC or any other depositary).

          Upon the occurrence of a Change of Control, each Holder may require
the Company to purchase such Holder's Securities in whole or in part in integral
multiples of $1,000, at a purchase price in cash in an amount equal to 101% of
the principal amount thereof, plus accrued and unpaid

                                     - 59 -


interest, if any, to the date of purchase, pursuant to a Change of Control Offer
in accordance with the procedures set forth in the Indenture.

          Under certain circumstances described in the Indenture, the Company
will be required to apply the proceeds of Asset Sales to make an offer to repay
the Securities and Pari Passu Indebtedness.

          In the case of any redemption or repurchase of Securities in
accordance with the Indenture, interest installments whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such
Securities of record as of the close of business on the relevant Regular Record
Date or Special Record Date referred to on the face hereof. Securities (or
portions thereof) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after the
Redemption Date.

          In the event of redemption or repurchase of this Security in
accordance with the Indenture in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

          If an Event of Default shall occur and be continuing, the principal
amount of all the Securities may be declared due and payable in the manner and
with the effect provided in the Indenture.

          The Indenture contains provisions for defeasance at any time of (a)
the entire Indebtedness on the Securities and (b) certain restrictive covenants
and related Defaults and Events of Default, in each case upon compliance with
certain conditions set forth therein.

          The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders, certain amendments
which require the consent of all the Holders and certain amendments which
require the consent of the Holders of Senior Indebtedness and Senior Guarantor
Indebtedness) as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the Guarantors and the rights of
the Holders under the Indenture and the Securities and the Guarantees at any
time by the Company and the Trustee with the consent of the Holders of at least
a majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting, with certain
exceptions (including certain waivers which require the consent of all of the
Holders) as therein provided, the Holders of at least a majority in aggregate
principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all the Securities, to waive compliance by the Company and the
Guarantors with certain provisions of the Indenture and the Securities and the
Guarantees and certain past Defaults under the Indenture and the Securities and
the Guarantees and their consequences. Any such consent or waiver by or on
behalf of the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this
Security.

          The Exchange Securities are, to the extent and manner provided in
Article Thirteen of the Indenture, subordinated and subject in right of payment
to the prior payment in full in cash or Cash Equivalents of all Senior
Indebtedness. Each of the Company and the Guarantors agrees, and each Holder by
accepting a Note agrees, to the subordination provisions contained in this
Indenture and authorizes the Trustee to give them effect and appoints the
Trustee as attorney-in-fact for such purpose.

                                     - 60 -


          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, any
Guarantor or any other obligor on the Securities (in the event such Guarantor or
such other obligor is obligated to make payments in respect of the Securities),
which is joint and several, full, absolute and unconditional, to pay the
principal of, and premium, if any, and interest on, this Security at the times,
place, and rate, and in the coin or currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or its attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

          Certificated securities may not be transferred to all beneficial
holders in exchange for their beneficial interests in the Exchange Securities
unless (i) the Depositary (A) has notified the Company that it is unwilling or
unable to continue as Depositary for such Global Security or (B) has ceased to
be a clearing agency registered as such under the Exchange Act, and in either
case the Company fails to appoint a successor Depositary within 90 days, (ii)
the Company, at its option, notifies the Trustee in writing that it elects to
cause the issuance of the Securities in certificated form or (iii) there shall
have occurred and be continuing an Event of Default or any event which after
notice or lapse of time or both would be an Event of Default with respect to
such Global Security. Upon any such issuance, the Trustee is required to
register such certificated Exchange Securities in the name of, and cause the
same to be delivered to, such Person or Persons (or the nominee of any thereof).

          Exchange Securities in certificated form are issuable only in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Exchange Securities are exchangeable for a
like aggregate principal amount of Securities of a differing authorized
denomination, as requested by the Holder surrendering the same.

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Security for registration of
transfer, the Company, any Guarantor, the Trustee and any agent of the Company,
any Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, any Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

          THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.

          All terms used in this Security which are defined in the Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

                                     - 61 -


     SECTION 204.  FORM OF GUARANTEE.

          The form of Guarantee shall be set forth on the Securities (including
both Initial Securities and Exchange Securities) substantially as follows:

                                    GUARANTEE

          For value received, each of the undersigned hereby absolutely, fully
and unconditionally and irrevocably guarantees, jointly and severally with each
other Guarantor, to the holder of this Security the payment of principal of,
premium, if any, and interest on this Security upon which these Guarantees are
endorsed in the amounts and at the time when due and payable whether by
declaration thereof, or otherwise, and interest on the overdue principal and
interest, if any, of this Security, if lawful, and the payment or performance of
all other obligations of the Company under the Indenture or the Securities, to
the holder of this Security and the Trustee, all in accordance with and subject
to the terms and limitations of this Security and Article Fourteen of the
Indenture. This Guarantee will not become effective until the Trustee duly
executes the certificate of authentication on this Security. These Guarantees
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to conflict of law principles thereof. The Indebtedness
evidenced by these Guarantees is, to the extent and in the manner provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full in cash or Cash Equivalents of all Senior Guarantor Indebtedness,
whether outstanding on the date of the Indenture or thereafter, and the
Guarantees are issued subject to such provisions.

Dated:

                                           [Name of Guarantor]


                                           By:
                                               -------------------------------
                                                 Name:
                                                 Title:

                                  ARTICLE THREE

                                 THE SECURITIES

     SECTION 301.  TITLE AND TERMS.

          The initial aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is $850,000,000 in principal
amount of Securities, except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1012, 1014 or 1110.
Notwithstanding the foregoing, the Company may, from time to time, without
notice to or the consent of the Holders of Securities, create and issue an
unlimited amount of Additional Securities under this Indenture ranking equally
with the Initial Securities in all respects (or in all respects other than the
payment of interest accruing prior to the issue date of such Additional
Securities or except for the first payment of interest following the issue date
of such Additional Securities), subject to the limitations described in Section
1008 hereof. Such Additional Securities will be consolidated and form a single

                                     - 62 -


series with the Initial Securities and have the same terms as to status,
redemption or otherwise as the Initial Securities.

          The Securities shall be known and designated as the "8 1/2% Senior
Subordinated Notes due 2014" of the Company. The Stated Maturity of the
Securities shall be August 1, 2014, and the Securities shall each bear interest
at the rate of 8 1/2% per annum, as such interest rate may be adjusted as set
forth in the Securities, from July 30, 2004, or from the most recent Interest
Payment Date to which interest has been paid, payable semiannually on February 1
and August 1 in each year, commencing February 1, 2005, until the principal
thereof is paid or duly provided for. Interest on any overdue principal,
interest (to the extent lawful) or premium, if any, shall be payable on demand.

          The principal of, premium, if any, and interest on, the Securities
shall be payable and the Securities shall be exchangeable and transferable at an
office or agency of the Company in The City of New York maintained for such
purposes (which initially will be a corporate trust office of an affiliate of
the Trustee, Wells Fargo Corporate Trust, located at The Depository Trust
Company, 1st Floor, TADS Dept., 55 Water Street, New York, NY 10041 ); PROVIDED,
HOWEVER, that payment of interest may be made at the option of the Company by
check mailed to addresses of the Persons entitled thereto as shown on the
Security Register.

          For all purposes hereunder, the Initial Securities and the Exchange
Securities will be treated as one class and are together referred to as the
"Securities." The Initial Securities rank PARI PASSU in right of payment with
the Exchange Securities.

          The Securities shall be subject to repurchase by the Company pursuant
to an Offer as provided in Section 1012.

          Holders shall have the right to require the Company to purchase their
Securities, in whole or in part, in the event of a Change of Control pursuant to
Section 1014.

          The Securities shall be redeemable as provided in Article Eleven and
in the Securities.

          The Indebtedness evidenced by the Securities shall rank junior to and
be subordinated in right of payment to the prior payment in full in cash or Cash
Equivalents of all other Senior Indebtedness as provided in Article Thirteen.

          At the election of the Company, the entire Indebtedness on the
Securities or certain of the Company's obligations and covenants and certain
Events of Default thereunder may be defeased as provided in Article Four.

     SECTION 302.  DENOMINATIONS.

          The Securities shall be issuable only in fully registered form without
coupons and only in denominations of $1,000 and any integral multiple thereof.

     SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

          The Securities shall be executed on behalf of the Company by one of
its Chairman of the Board, its President, its Chief Executive Officer, its Chief
Financial Officer or one of its Vice Presidents. The signatures of any of these
officers on the Securities may be manual or facsimile.

                                     - 63 -


          Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee (with Guarantees endorsed thereon if required pursuant to the
provisions of this Indenture) for authentication, together with a Company Order
for the authentication and delivery of such Securities; and the Trustee in
accordance with such Company Order shall authenticate and deliver such
Securities as provided in this Indenture and not otherwise.

          Each Security shall be dated the date of its authentication.

          No Security or Guarantee endorsed thereon shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in
the form provided for herein duly executed by the Trustee by manual signature of
an authorized signatory, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Indenture.

          In case the Company or any Guarantor, pursuant to Article Eight,
shall, in a single transaction or through a series of related transactions, be
consolidated or merged with or into any other Person or shall sell, assign,
convey, transfer, lease or otherwise dispose of all or substantially all of its
properties and assets to any Person, and the successor Person resulting from
such consolidation or surviving such merger, or into which the Company or such
Guarantor shall have been merged, or the successor Person which shall have
participated in the sale, assignment, conveyance, transfer, lease or other
disposition as aforesaid, shall have executed an indenture supplemental hereto
with the Trustee pursuant to Article Eight, any of the Securities authenticated
or delivered prior to such consolidation, merger, sale, assignment, conveyance,
transfer, lease or other disposition may, from time to time, at the request of
the successor Person, be exchanged for other Securities executed in the name of
the successor Person with such changes in phraseology and form as may be
appropriate, but otherwise in substance of like tenor as the Securities
surrendered for such exchange and of like principal amount; and the Trustee,
upon the request of the successor Person, shall authenticate and deliver
Securities as specified in such request for the purpose of such exchange. If
Securities shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this Section 303 in exchange or substitution for or
upon registration of transfer of any Securities, such successor Person, at the
option of the Holders but without expense to them, shall provide for the
exchange of all Securities at the time Outstanding for Securities authenticated
and delivered in such new name.

          The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities on behalf of the Trustee. Unless limited by
the terms of such appointment, an authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Security Registrar or Paying
Agent to deal with the Company and the Guarantors.

                                     - 64 -


     SECTION 304.  TEMPORARY SECURITIES.

          Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as conclusively evidenced by their
execution of such Securities.

          If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 1002,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

     SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

          The Company shall cause the Trustee to keep, so long as it is the
Security Registrar, at the Corporate Trust Office of the Trustee, or such other
office as the Trustee may designate, a register (the register maintained in such
office or in any other office or agency designated pursuant to Section 1002
being herein sometimes referred to as the "Security Register") in which, subject
to such reasonable regulations as the Security Registrar may prescribe, the
Company shall provide for the registration of Securities and of transfers of
Securities. The Company hereby appoints the Trustee to initially be the
"Security Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided. The Company may change the Security Registrar or
appoint one or more co-Security Registrars with notice to the Trustee.

          Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated pursuant to Section 1002, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of the same
series of any authorized denomination or denominations, of a like aggregate
principal amount.

          Furthermore, any Holder of the Global Security shall, by acceptance of
such Global Security, agree that transfers of beneficial interests in such
Global Security may be effected only through a book-entry system maintained by
the Holder of such Global Security (or its agent), and that ownership of a
beneficial interest in a Security shall be required to be reflected in a book
entry.

          At the option of the Holder, Securities of any authorized denomination
or denominations may be exchanged for other Securities of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver,
Securities of the same series which the Holder making the exchange is entitled
to receive; PROVIDED that no exchange of Initial Securities for Exchange
Securities shall occur until an Exchange Offer Registration Statement shall have
been declared effective by the Commission and the Exchange Offer

                                     - 65 -


shall have expired; and PROVIDED, FURTHER, HOWEVER that the Initial Securities
exchanged for the Exchange Securities shall be canceled.

          All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
Indebtedness, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

          Every Security presented or surrendered for registration of transfer,
or for exchange, repurchase or redemption, shall (if so required by the Company
or the Trustee) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.

          No service charge shall be made to a Holder for any registration of
transfer, exchange or redemption of Securities, except for any tax or other
governmental charge that may be imposed in connection therewith, other than
exchanges pursuant to Sections 303, 304, 305, 308, 906, 1012, 1014 or 1110 not
involving any transfer.

          The Company shall not be required (a) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the mailing of a notice of redemption of the Securities selected
for redemption under Section 1106 and ending at the close of business on the day
of such mailing or (b) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
Securities being redeemed in part.

          Every Security shall be subject to the restrictions on transfer
provided in the legend required to be set forth on the face of each Security
pursuant to Section 202, and the restrictions set forth in this Section 305, and
the Holder of each Security, by such Holder's acceptance thereof (or interest
therein), agrees to be bound by such restrictions on transfer.

          Except as provided in Section 306(b) hereof, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, any Global Security, whether pursuant to this Section 305,
Section 304, 308, 906 or 1110 or otherwise, shall also be a Global Security and
bear the legend specified in Section 202.

     SECTION 306.  BOOK ENTRY PROVISIONS FOR GLOBAL SECURITIES.

          (a)    Each Global Security initially shall (i) be registered in the
name of the Depositary for such Global Security or the nominee of such
Depositary, (ii) be deposited with, or on behalf of, the Depositary or with the
Trustee as custodian for such Depositary and (iii) bear legends as set forth in
Section 202.

          Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under such
Global Security, and the Depositary may be treated by the Company, the
Guarantors, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Guarantors, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the

                                     - 66 -


Depositary or shall impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
Holder of any Security.

          (b)    Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (i) such Depositary (A) has notified the Company that it
is unwilling or unable to continue as Depositary for such Global Security or (B)
has ceased to be a clearing agency registered as such under the Exchange Act,
and in either case the Company fails to appoint a successor Depositary within 90
days, (ii) the Company, at its option, executes and delivers to the Trustee a
Company Order stating that it elects to cause the issuance of the Securities in
certificated form and that all Global Securities shall be exchanged in whole for
Securities that are not Global Securities (in which case such exchange shall be
effected by the Trustee) or (iii) there shall have occurred and be continuing an
Event of Default or any event which after notice or lapse of time or both would
be an Event of Default with respect to such Global Security.

          (c)    If any Global Security is to be exchanged for other Securities
or canceled in whole, it shall be surrendered by or on behalf of the Depositary
or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation as provided in this Article Three. If any Global Security is to be
exchanged for other Securities or canceled in part, or if another Security is to
be exchanged in whole or in part for a beneficial interest in any Global
Security, then either (i) such Global Security shall be so surrendered for
exchange or cancellation as provided in this Article Three or (ii) the principal
amount thereof shall be reduced or increased by an amount equal to the portion
thereof to be so exchanged or canceled, or equal to the principal amount of such
other Security to be so exchanged for a beneficial interest therein, as the case
may be, by means of an appropriate adjustment made on the records of the
Trustee, as Security Registrar, whereupon the Trustee, in accordance with the
Applicable Procedures, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security, the Trustee shall, subject to this
Section 306(c) and as otherwise provided in this Article Three, authenticate and
deliver any Securities issuable in exchange for such Global Security (or any
portion thereof) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative. Upon the request
of the Trustee in connection with the occurrence of any of the events specified
in the preceding paragraph, the Company shall promptly make available to the
Trustee a reasonable supply of Securities that are not in the form of Global
Securities. The Trustee shall be entitled to rely upon any order, direction or
request of the Depositary or its authorized representative which is given or
made pursuant to this Article Three if such order, direction or request is given
or made in accordance with the Applicable Procedures.

          (d)    Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Article Three or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

          (e)    The Depositary or its nominee, as registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under
this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security will be
shown only

                                     - 67 -


on, and the transfer of such interest shall be effected only through, records
maintained by the Depositary or its nominee or its Agent Members.

     SECTION 307.  SPECIAL TRANSFER AND EXCHANGE PROVISIONS.

          (a)    CERTAIN TRANSFERS AND EXCHANGES. Transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 307 shall be made only in accordance with this Section 307 and
subject in each case to the Applicable Procedures.

                 (i)    RULE 144A GLOBAL SECURITY TO REGULATION S GLOBAL
     SECURITY. If the owner of a beneficial interest in the Rule 144A Global
     Security wishes at any time to transfer such interest to a Person who
     wishes to acquire the same in the form of a beneficial interest in the
     Regulation S Global Security, such transfer may be effected only in
     accordance with the provisions of this paragraph and paragraph (viii) below
     and subject to the Applicable Procedures. Upon receipt by the Trustee, as
     Security Registrar, of (a) an order given by the Depositary or its
     authorized representative directing that a beneficial interest in the
     Regulation S Global Security in a specified principal amount be credited to
     a specified Agent Member's account and that a beneficial interest in the
     Rule 144A Global Security in an equal principal amount be debited from
     another specified Agent Member's account and (b) a Regulation S Certificate
     in the form of Exhibit A hereto, satisfactory to the Trustee and duly
     executed by the owner of such beneficial interest in the Rule 144A Global
     Security or his attorney duly authorized in writing, then the Trustee, as
     Security Registrar but subject to paragraph (viii) below, shall reduce the
     principal amount of the Rule 144A Global Security and increase the
     principal amount of the Regulation S Global Security by such specified
     principal amount as provided in Section 306(c).

                 (ii)   RULE 144A GLOBAL SECURITY TO IAI GLOBAL SECURITY. If the
     owner of a beneficial interest in the Rule 144A Global Security wishes at
     any time to transfer such interest to a Person who wishes to acquire the
     same in the form of a beneficial interest in the IAI Global Security, such
     transfer may be effected only in accordance with the provisions of this
     paragraph and subject to the Applicable Procedures. Upon receipt by the
     Trustee, as Security Registrar, of (a) an order given by the Depositary or
     its authorized representative directing that a beneficial interest in the
     IAI Global Security in a specified principal amount be credited to a
     specified Agent Member's account and that a beneficial interest in the Rule
     144A Global Security in an equal principal amount be debited from another
     specified Agent Member's account and (b) an Institutional Accredited
     Investor Certificate in the form of Exhibit C hereto, satisfactory to the
     Trustee, then the Trustee, as Security Registrar, shall reduce the
     principal amount of the Rule 144A Global Security and increase the
     principal amount of the IAI Global Security by such specified principal
     amount as provided in Section 306(c).

                 (iii)  REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL
     SECURITY. If the owner of a beneficial interest in the Regulation S Global
     Security wishes at any time to transfer such interest to a Person who
     wishes to acquire the same in the form of a beneficial interest in the Rule
     144A Global Security, such transfer may be effected only in accordance with
     this paragraph and subject to the Applicable Procedures. Upon receipt by
     the Trustee, as Security Registrar, of (a) an order given by the Depositary
     or its authorized representative directing that a beneficial interest in
     the Rule 144A Global Security in a specified principal amount be credited
     to a specified Agent Member's account and that a beneficial interest in the
     Regulation S Global Security in an equal principal amount be debited from
     another specified

                                     - 68 -


     Agent Member's account and (b) if such transfer is to occur during the
     Restricted Period, a Restricted Securities Certificate in the form of
     Exhibit B hereto, satisfactory to the Trustee and duly executed by the
     owner of such beneficial interest in the Regulation S Global Security or
     his attorney duly authorized in writing, then the Trustee, as Security
     Registrar, shall reduce the principal amount of the Regulation S Global
     Security and increase the principal amount of the Rule 144A Global Security
     by such specified principal amount as provided in Section 306(c).

                 (iv)   REGULATION S GLOBAL SECURITY TO IAI GLOBAL SECURITY. If
     the owner of a beneficial interest in the Regulation S Global Security
     wishes at any time to transfer such interest to a Person who wishes to
     acquire the same in the form of a beneficial interest in the IAI Global
     Security, such transfer may be effected only in accordance with this
     paragraph and subject to the Applicable Procedures. Upon receipt by the
     Trustee, as Security Registrar, of (a) an order given by the Depositary or
     its authorized representative directing that a beneficial interest in the
     IAI Global Security in a specified principal amount be credited to a
     specified Agent Member's account and that a beneficial interest in the
     Regulation S Global Security in an equal principal amount be debited from
     another specified Agent Member's account and (b) if such transfer is to
     occur during the Restricted Period, an Institutional Accredited Investor
     Certificate in the form of Exhibit C hereto, satisfactory to the Trustee,
     then the Trustee, as Security Registrar, shall reduce the principal amount
     of the Regulation S Global Security and increase the principal amount of
     the IAI Global Security by such specified principal amount as provided in
     Section 306(c).

                 (v)    IAI GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY. If
     the owner of a beneficial interest in the IAI Global Security wishes at any
     time to transfer such interest to a Person who wishes to acquire the same
     in the form of a beneficial interest in the Regulation S Global Security,
     such transfer may be effected only in accordance with the provisions of
     this paragraph and paragraph (viii) below and subject to the Applicable
     Procedures. Upon receipt by the Trustee, as Security Registrar, of (a) an
     order given by the Depositary or its authorized representative directing
     that a beneficial interest in the IAI Global Security in a specified
     principal amount be credited to a specified Agent Member's account and that
     a beneficial interest in the IAI Global Security in an equal principal
     amount be debited from another specified Agent Member's account and (b) a
     Regulation S Certificate in the form of Exhibit A hereto, satisfactory to
     the Trustee and duly executed by the owner of such beneficial interest in
     the IAI Global Security or his attorney duly authorized in writing, then
     the Trustee, as Security Registrar but subject to paragraph (viii) below,
     shall reduce the principal amount of the IAI Global Security and increase
     the principal amount of the Regulation S Global Security by such specified
     principal amount as provided in Section 306(c).

                 (vi)   IAI GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY. If the
     owner of a beneficial interest in the IAI Global Security wishes at any
     time to transfer such interest to a Person who wishes to acquire the same
     in the form of a beneficial interest in the Rule 144A Global Security, such
     transfer may be effected only in accordance with this paragraph and subject
     to the Applicable Procedures. Upon receipt by the Trustee, as Security
     Registrar, of (a) an order given by the Depositary or its authorized
     representative directing that a beneficial interest in the Rule 144A Global
     Security in a specified principal amount be credited to a specified Agent
     Member's account and that a beneficial interest in the IAI Global Security
     in an equal principal amount be debited from another specified Agent
     Member's account and (b) if such transfer is to occur during the Restricted
     Period, a Restricted Securities Certificate in the form of Exhibit B
     hereto, satisfactory to the Trustee and duly executed by the owner of such

                                     - 69 -


     beneficial interest in the IAI Global Security or his attorney duly
     authorized in writing, then the Trustee, as Security Registrar, shall
     reduce the principal amount of the IAI Global Security and increase the
     principal amount of the Rule 144A Global Security by such specified
     principal amount as provided in Section 306(c).

                 (vii)  EXCHANGES BETWEEN GLOBAL SECURITY AND NON-GLOBAL
     SECURITY. A beneficial interest in a Global Security may be exchanged for a
     Security that is not a Global Security as provided in Section 307(b);
     PROVIDED that, if such interest is a beneficial interest in the Rule 144A
     Global Security, or if such interest is a beneficial interest in the IAI
     Global Security, or if such interest is a beneficial interest in the
     Regulation S Global Security and such exchange is to occur during the
     Restricted Period, then such interest shall bear the Private Placement
     Legend (subject in each case to Section 307(b)).

                 (viii) REGULATION S GLOBAL SECURITY TO BE HELD THROUGH
     EUROCLEAR OR CLEARSTREAM DURING RESTRICTED PERIOD. The Company shall use
     its best efforts to cause the Depositary to ensure that, until the
     expiration of the Restricted Period, beneficial interests in the Regulation
     S Global Security may be held only in or through accounts maintained at the
     Depositary by Euroclear or Clearstream (or by Agent Members acting for the
     account thereof), and no person shall be entitled to effect any transfer or
     exchange that would result in any such interest being held otherwise than
     in or through such an account; PROVIDED that this paragraph (viii) shall
     not prohibit any transfer or exchange of such an interest in accordance
     with paragraph (ii) above.

          (b)    PRIVATE PLACEMENT LEGENDS. Rule 144A Global Securities and
their Successor Securities, IAI Global Securities and their Successor Securities
and Regulation S Global Securities and their Successor Securities shall bear a
Private Placement Legend, subject to the following:

                 (i)    subject to the following clauses of this Section 307(b),
     a Security or any portion thereof which is exchanged, upon transfer or
     otherwise, for a Global Security or any portion thereof shall bear the
     Private Placement Legend borne by such Global Security while represented
     thereby;

                 (ii)   subject to the following clauses of this Section 307(b)
     herein, a new Security which is not a Global Security and is issued in
     exchange for another Security (including a Global Security) or any portion
     thereof, upon transfer or otherwise, shall bear the Private Placement
     Legend borne by such other Security;

                 (iii)  all Securities sold or otherwise disposed of pursuant to
     an effective registration statement under the Securities Act, together with
     their respective Successor Securities, shall not bear a Private Placement
     Legend;

                 (iv)   at any time after the Securities may be freely
     transferred without registration under the Securities Act or without being
     subject to transfer restrictions pursuant to the Securities Act, a new
     Security which does not bear a Private Placement Legend may be issued in
     exchange for or in lieu of a Security (other than a Global Security) or any
     portion thereof which bears such a legend if the Trustee has received an
     Unrestricted Securities Certificate substantially in the form of Exhibit D
     hereto, satisfactory to the Trustee and duly executed by the Holder of such
     legended Security or his attorney duly authorized in writing, and after
     such date and receipt of such certificate, the Trustee shall authenticate
     and deliver

                                     - 70 -


     such a new Security in exchange for or in lieu of such other Security as
     provided in this Article Three;

                 (v)    a new Security which does not bear a Private Placement
     Legend may be issued in exchange for or in lieu of a Security (other than a
     Global Security) or any portion thereof which bears such a legend if, in
     the Company's judgment, placing such a legend upon such new Security is not
     necessary to ensure compliance with the registration requirements of the
     Securities Act, and the Trustee, at the direction of the Company, shall
     authenticate and deliver such a new Security as provided in this Article
     Three; and

                 (vi)   notwithstanding the foregoing provisions of this Section
     307(b), a Successor Security of a Security that does not bear a particular
     form of Private Placement Legend shall not bear such form of legend unless
     the Company has reasonable cause to believe that such Successor Security is
     a "restricted security" within the meaning of Rule 144, in which case the
     Trustee, at the direction of the Company, shall authenticate and deliver a
     new Security bearing a Private Placement Legend in exchange for such
     Successor Security as provided in this Article Three.

          By its acceptance of any Security bearing the Private Placement
Legend, each Holder of such a Security acknowledges the restrictions on transfer
of such Security set forth in this Indenture and in the Private Placement Legend
and agrees that it will transfer such Security only as provided in this
Indenture. Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States Federal or state securities law.

          The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Participants or
beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

          The Security Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 306 or this Section
307. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Security Registrar.

     SECTION 308.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

          If (a) any mutilated Security is surrendered to the Trustee, or (b)
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company, any Guarantor and the Trustee, such security or indemnity, in each
case, as may be required by them to save each of them harmless, then, in the
absence of notice to the Company, any Guarantor or the Trustee that such
Security has been acquired by a BONA FIDE or protected purchaser, the Company
shall execute and upon a Company Request the Trustee shall authenticate and
deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed,

                                     - 71 -


lost or stolen Security, a replacement Security of like tenor and principal
amount, bearing a number not contemporaneously outstanding and each Guarantor
shall execute a replacement Guarantee.

          In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a replacement Security, pay such Security.

          Upon the issuance of any replacement Securities under this Section
308, the Company may require the payment of a sum sufficient to pay all
documentary, stamp or similar issue or transfer taxes or other governmental
charges that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.

          Every replacement Security and Guarantee issued pursuant to this
Section 308 in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company and any Guarantor,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all benefits of this Indenture
equally and proportionately with any and all other Securities duly issued
hereunder.

          The provisions of this Section 308 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

     SECTION 309.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

          Interest on any Security which is payable, and is punctually paid or
duly provided for, on the Stated Maturity of such interest shall be paid to the
Person in whose name the Security (or any Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest payment.

          Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on an Interest Payment Date, and interest on such
defaulted interest at the then applicable interest rate borne by the Securities,
to the extent lawful (such defaulted interest and interest thereon herein
collectively called "Defaulted Interest"), shall forthwith cease to be payable
to the Holder on the Regular Record Date; and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in subsection (a)
or (b) below:

          (a)    The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities (or any relevant Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security and the date of the
proposed payment (the "Special Payment Date"), and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the Special
Payment Date, such money when deposited to be held in trust for the benefit of
the Persons entitled to such Defaulted Interest as in this subsection (a)
provided. Thereupon the Company shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 20 days and not less
than 15 days prior to the date of the Special Payment Date and not less than 15
days after the receipt by the Trustee of the notice of the proposed payment. The
Company shall promptly notify the Trustee in writing of

                                     - 72 -


such Special Record Date. In the name and at the expense of the Company, the
Trustee shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder at its address as it appears in the Security Register, not less
than 10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date and Special Payment Date
therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Securities are registered on such Special Record Date
and shall no longer be payable pursuant to the following subsection (b).

          (b)    The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by this Indenture not inconsistent with the requirements of such
exchange, if, after written notice given by the Company to the Trustee of the
proposed payment pursuant to this subsection (b), such payment shall be deemed
practicable by the Trustee.

          Subject to the foregoing provisions of this Section 309, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     SECTION 310.  CUSIP NUMBERS.

          The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and the Company, or the Trustee on behalf of the Company,
shall use CUSIP numbers in notices of redemption or exchange as a convenience to
Holders; PROVIDED, HOWEVER, that any such notice shall state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or exchange and
that reliance may be placed only on the other identification numbers printed on
the Securities; and PROVIDED FURTHER, HOWEVER, that failure to use CUSIP numbers
in any notice of redemption or exchange shall not affect the validity or
sufficiency of such notice.

     SECTION 311.  PERSONS DEEMED OWNERS.

          Prior to and at the time of due presentment of a Security for
registration of transfer, the Company, any Guarantor, the Trustee and any agent
of the Company, any Guarantor or the Trustee may treat the Person in whose name
any Security is registered as the owner of such Security for the purpose of
receiving payment of principal of, premium, if any, and (subject to Section 309)
interest on, such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and neither the Company, any Guarantor, the Trustee
nor any agent of the Company, any Guarantor or the Trustee shall be affected by
notice to the contrary.

     SECTION 312.  CANCELLATION.

          All Securities surrendered for payment, purchase, redemption,
registration of transfer or exchange shall be delivered to the Trustee and, if
not already canceled, shall be promptly canceled by it. The Company and any
Guarantor may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company or such
Guarantor may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly

                                     - 73 -


canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section 312, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of by the Trustee, unless by a Company Order received
by the Trustee prior to such disposal, the Company shall direct that the
canceled Securities be returned to it. The Trustee shall provide the Company a
list of all Securities that have been canceled from time to time as requested by
the Company.

     SECTION 313.  COMPUTATION OF INTEREST.

          Interest on the Securities shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.

                                  ARTICLE FOUR

                       DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 401.  COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

          The Company may, at its option by Board Resolution, at any time, with
respect to the Securities, elect to have either Section 402 or Section 403 be
applied to all of the Outstanding Securities (the "Defeased Securities"), upon
compliance with the conditions set forth below in this Article Four.

     SECTION 402.  DEFEASANCE AND DISCHARGE.

          Upon the Company's exercise under Section 401 of the option applicable
to this Section 402, the Company, each Guarantor and any other obligor upon the
Securities, if any, shall be deemed to have been discharged from its obligations
with respect to the Defeased Securities on the date the conditions set forth in
Section 404 below are satisfied (hereinafter, "defeasance"). For this purpose,
such defeasance means that the Company, each Guarantor and any other obligor
under this Indenture shall be deemed to have paid and discharged the entire
Indebtedness represented by the Defeased Securities, which shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 405 and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company and upon Company Request, shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of Defeased
Securities to receive, solely from the trust fund described in Section 404 and
as more fully set forth in such Section, payments in respect of the principal
of, premium, if any, and interest on, such Securities, when such payments are
due, (b) the Company's obligations with respect to such Defeased Securities
under Sections 304, 305, 308, 1002 and 1003, (c) the rights, powers, trusts,
duties and immunities of the Trustee hereunder, including, without limitation,
the Trustee's rights under Section 607, and (d) this Article Four. Subject to
compliance with this Article Four, the Company may exercise its option under
this Section 402 notwithstanding the prior exercise of its option under Section
403 with respect to the Securities.

     SECTION 403.  COVENANT DEFEASANCE.

          Upon the Company's exercise under Section 401 of the option applicable
to this Section 403, the Company and each Guarantor shall be released from its
obligations under any covenant or

                                     - 74 -


provision contained or referred to in Sections 1005 through 1022, inclusive, and
the provisions of Section 801(a), with respect to the Defeased Securities, on
and after the date the conditions set forth in Section 404 below are satisfied
(hereinafter, "covenant defeasance"), and the Defeased Securities shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to the Defeased Securities, the Company and
each Guarantor may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
Section or by reason of any reference in any such Section to any other provision
herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under Section 501(3), and Defaults or Events of
Default under Section 501(4), (5) and (6) shall cease to apply, but, except as
specified above, the remainder of this Indenture and such Defeased Securities
shall be unaffected thereby.

     SECTION 404.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

          The following shall be the conditions to application of either Section
402 or Section 403 to the Defeased Securities:

                 (1)    the Company must irrevocably deposit with the Trustee,
     in trust, for the benefit of the Holders of the Securities, cash or U.S.
     Government Obligations, or a combination thereof, in such amounts as will
     be sufficient, in the opinion of a U.S. or Canadian nationally recognized
     firm of independent public accountants or a U.S. or Canadian nationally
     recognized investment banking firm, to pay and discharge the principal of,
     premium, if any, and interest on the Outstanding Securities, on the Stated
     Maturity of such principal or interest (or on any date after August 1, 2009
     (such date being referred to as the "Defeasance Redemption Date") if at or
     prior to electing either its option applicable to Section 402 or its option
     applicable to Section 403, the Company has delivered to the Trustee an
     irrevocable notice to redeem all of the outstanding Securities on the
     Defeasance Redemption Date);

                 (2)    in the case of an election under Section 402, the
     Company shall have delivered to the Trustee an Opinion of Independent
     Counsel in the United States stating that (A) the Company has received
     from, or there has been published by, the Internal Revenue Service a ruling
     or (B) since the date of this Indenture, there has been a change in the
     applicable federal income tax law, in either case to the effect that, and
     based thereon such Opinion of Independent Counsel in the United States
     shall confirm that, the Holders and the beneficial owners of the
     Outstanding Securities will not recognize income, gain or loss for U.S.
     federal income tax purposes as a result of such deposit and defeasance and
     will be subject to U.S. federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such defeasance
     had not occurred;

                 (3)    in the case of an election under Section 403, the
     Company shall have delivered to the Trustee an Opinion of Independent
     Counsel in the United States to the effect that the Holders and the
     beneficial owners of the Outstanding Securities will not recognize income,
     gain or loss for U.S. federal income tax purposes as a result of such
     deposit and covenant defeasance and will be subject to U.S. federal income
     tax on the same amounts, in the same manner and at the same times as would
     have been the case if such covenant defeasance had not occurred;

                                     - 75 -


                 (4)    in the case of both defeasance and covenant defeasance,
     the Company shall have delivered to the Trustee an Opinion of Independent
     Counsel in Canada stating that the Company has received from, or there has
     been published by, the Canada Revenue Agency an advance ruling, in either
     case to the effect that, and based thereon such opinion shall confirm that,
     (A) the Holders and the beneficial owners of the Outstanding Securities
     will not recognize income, gain or loss for Canadian federal, provincial or
     territorial income tax or other tax purposes as a result of such deposit
     and defeasance and will be subject to Canadian federal, provincial or
     territorial income tax or other tax on the same amounts, in the same manner
     and at the same times as would have been the case if such deposit and
     defeasance had not occurred (and for the purposes of such opinion, such
     Canadian counsel shall assume that beneficial owners of the Securities
     include beneficial owners who are not resident in Canada) and (B) that
     payments on the Securities will not be subject to any deduction or
     withholding for taxes imposed, assessed or levied by Canada or any taxing
     authority in or of Canada as a result of such deposit and defeasance;

                 (5)    no Default or Event of Default shall have occurred and
     be continuing on the date of such deposit or insofar as clause (7) or (8)
     of Section 501 is concerned, at any time during the period ending on the
     91st day after the date of deposit;

                 (6)    such defeasance or covenant defeasance shall not cause
     the Trustee for the Securities to have a conflicting interest as defined in
     this Indenture and for purposes of the Trust Indenture Act with respect to
     any securities of the Company or any Guarantor;

                 (7)    such defeasance or covenant defeasance shall not result
     in a breach or violation of, or constitute a Default under, this Indenture
     or any other material agreement or instrument to which the Company, any
     Guarantor or any Restricted Subsidiary is a party or by which it is bound;

                 (8)    such defeasance or covenant defeasance shall not result
     in the trust arising from such deposit constituting an investment company
     within the meaning of the Investment Company Act of 1940, as amended,
     unless such trust shall be registered under such Act or exempt from
     registration thereunder;

                 (9)    the Company will have delivered to the Trustee an
     Opinion of Independent Counsel in the United States to the effect that
     (assuming no Holder of the Securities would be considered an insider of the
     Company or any Guarantor under any applicable bankruptcy or insolvency law
     and assuming no intervening bankruptcy or insolvency of the Company or any
     Guarantor between the date of deposit and the 91st day following the
     deposit) after the 91st day following the deposit, the trust funds will not
     be subject to the effect of any applicable bankruptcy, insolvency,
     reorganization or similar laws affecting creditors' rights generally;

                 (10)   the Company shall have delivered to the Trustee an
     Officers' Certificate stating that the deposit was not made by the Company
     with the intent of preferring the holders of the Securities or any
     Guarantee over the other creditors of the Company or any Guarantor with the
     intent of defeating, hindering, delaying or defrauding creditors of the
     Company, any Guarantor or others;

                 (11) no event or condition shall exist that would prevent the
     Company from

                                     - 76 -


     making payments of the principal of, premium, if any, and interest on the
     Securities on the date of such deposit or at any time ending on the 91st
     day after the date of such deposit; and

                 (12)   the Company will have delivered to the Trustee an
     Officers' Certificate and an Opinion of Independent Counsel, each stating
     that all conditions precedent to either the defeasance under Section 402 or
     the covenant defeasance under Section 403, as the case may be, have been
     complied with.

          Opinions of Counsel or Opinions of Independent Counsel required to be
delivered under this Section 404 shall be in form and substance reasonably
satisfactory to the Trustee and may have qualifications customary for opinions
of the type required and counsel delivering such opinions may rely as to factual
matters on certificates of the Company or government or other officials
customary for opinions of the type required, which certificates shall be limited
as to matters of fact, including that various financial covenants have been
complied with.

     SECTION 405.  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.

          Subject to the provisions of the last paragraph of Section 1003, all
United States dollars and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 404 in respect of the
Defeased Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (excluding the Company or
any of its Affiliates acting as Paying Agent), as the Trustee may determine, to
the Holders of such Securities of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 404 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
imposed, assessed or for the account of the Holders of the Defeased Securities.

          Anything in this Article Four to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any United States dollars or U.S. Government Obligations held by it as
provided in Section 404 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect defeasance or covenant defeasance under
this Article Four.

     SECTION 406.  REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any United States
dollars or U.S. Government Obligations in accordance with Section 402 or 403, as
the case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this Indenture and the Securities and any
Guarantor's obligations under any Guarantee shall be revived and reinstated,
with present and prospective effect, as though no deposit had occurred pursuant
to Section 402 or 403, as the case may be, until such time as the Trustee or
Paying Agent is permitted to apply all such United States dollars or U.S.
Government Obligations in accordance with Section 402 or 403, as the case may
be; PROVIDED,

                                     - 77 -


HOWEVER, that if the Company makes any payment to the Trustee or Paying Agent of
principal of, premium, if any, or interest on any Security following the
reinstatement of its obligations, the Trustee or Paying Agent shall promptly pay
any such amount to the Holders of the Securities and the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the United States dollars and U.S. Government Obligations held by
the Trustee or Paying Agent.

                                  ARTICLE FIVE

                                    REMEDIES

     SECTION 501.  EVENTS OF DEFAULT.

          "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                 (1)    there shall be a default in the payment of any interest
     on any Security when it becomes due and payable, and such default shall
     continue for a period of 30 days;

                 (2)    there shall be a default in the payment of the principal
     of (or premium, if any, on) any Security at its Maturity (upon
     acceleration, optional or mandatory redemption, if any, required repurchase
     or otherwise);

                 (3)    (a) there shall be a default in the performance, or
     breach, of any covenant or agreement of the Company or any Guarantor under
     the Indenture or any Guarantee (other than a default in the performance, or
     breach, of a covenant or agreement which is specifically dealt with in
     clause (1), (2) or in clause (b), (c), (d) or (e) of this clause (3)) and
     such default or breach shall continue for a period of 30 days after written
     notice has been given, by certified mail, (1) to the Company by the Trustee
     or (2) to the Company and the Trustee by the Holders of at least 25% in
     aggregate principal amount of the Outstanding Securities; (b) there shall
     be a default in the performance or breach of the provisions described in
     Article Eight; (c) the Company shall have failed to make or consummate an
     Offer in accordance with the provisions of Section 1012 herein; (d) the
     Company shall have failed to make or consummate a Change of Control Offer
     in accordance with the provisions of Section 1014 herein; or (e) the
     Company shall have failed to make or consummate an offer to purchase
     Securities if the closing of the Acquisition is not completed within 10
     days of the closing of the sale of the Securities;

                 (4)    (a) any default in the payment of the principal,
     premium, if any, or interest on any Indebtedness shall have occurred under
     any of the agreements, indentures or instruments under which the Company,
     any Guarantor or any Restricted Subsidiary then has outstanding
     Indebtedness in excess of $40.0 million when the same shall become due and
     payable in full and such default shall have continued after giving effect
     to any applicable grace period and shall not have been cured or waived and,
     if not already matured at its final maturity in accordance with its terms,
     the holder of such Indebtedness shall have the right to accelerate such
     Indebtedness or (b) an event of default as defined in any of the
     agreements, indentures or instruments described in clause (a) of this
     clause (4) shall have occurred and the Indebtedness thereunder, if not
     already matured at its final maturity in accordance with its terms, shall
     have been accelerated;

                                     - 78 -


                 (5)    any Guarantee shall for any reason cease to be, or shall
     for any reason be asserted in writing by any Guarantor or the Company not
     to be, in full force and effect and enforceable in accordance with its
     terms, except to the extent contemplated by this Indenture and any such
     Guarantee;

                 (6)    one or more judgments, orders or decrees of any court or
     regulatory or administrative agency for the payment of money in excess of
     $40.0 million, either individually or in the aggregate, shall be rendered
     against the Company, any Guarantor or any Subsidiary or any of their
     respective properties and shall not be discharged and either (a) any
     creditor shall have commenced an enforcement proceeding upon such judgment,
     order or decree or (b) there shall have been a period of 60 consecutive
     days during which a stay of enforcement of such judgment or order, by
     reason of an appeal or otherwise, shall not be in effect;

                 (7)    there shall have been the entry by a court of competent
     jurisdiction of (a) a decree or order for relief in respect of the Company
     or any of its Significant Subsidiaries in an involuntary case or proceeding
     under any applicable Bankruptcy Law or (b) a decree or order adjudging the
     Company or any of its Significant Subsidiaries bankrupt or insolvent, or
     seeking reorganization, arrangement, adjustment or composition of or in
     respect of the Company or any of its Significant Subsidiaries under any
     applicable federal, state or provincial law, or appointing a custodian,
     receiver, liquidator, assignee, trustee, sequestrator (or other similar
     official) of the Company or any of its Significant Subsidiaries or of any
     substantial part of their respective properties, or ordering the winding up
     or liquidation of their affairs, and any such decree or order for relief
     shall continue to be in effect, or any such other decree or order shall be
     unstayed and in effect, for a period of 60 consecutive days; or

                 (8)    (a)    the Company or any Significant Subsidiary
                 commences a voluntary case or proceeding under any applicable
                 Bankruptcy Law or any other case or proceeding to be
                 adjudicated bankrupt or insolvent,

                        (b)    the Company or any Significant Subsidiary
                 consents to the entry of a decree or order for relief in
                 respect of the Company or such Significant Subsidiary in an
                 involuntary case or proceeding under any applicable Bankruptcy
                 Law or to the commencement of any bankruptcy or insolvency case
                 or proceeding against it,

                        (c)    the Company or any Significant Subsidiary files a
                 petition or answer or consent seeking reorganization or relief
                 under any applicable federal, state or provincial law,

                        (d)    the Company or any Significant Subsidiary (1)
                 consents to the filing of such petition or the appointment of,
                 or taking possession by, a custodian, receiver, liquidator,
                 assignee, trustee, sequestrator or similar official of the
                 Company or any Significant Subsidiary or of any substantial
                 part of their respective properties or (2) makes an assignment
                 for the benefit of creditors, or

                        (e)    the Company or any Significant Subsidiary takes
                 any corporate action in furtherance of any such actions in this
                 paragraph (8).

                                     - 79 -


     SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

          If an Event of Default (other than as specified in clauses (7) and (8)
of Section 501 with respect to the Company Significant Subsidiary) shall occur
and be continuing with respect to this Indenture, the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Securities then
Outstanding may, and the Trustee at the request of such Holders shall, declare
all unpaid principal of, premium, if any, and accrued interest on all Securities
to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders of the Securities) and upon any such
declaration, such principal, premium, if any, and interest shall become due and
payable immediately; PROVIDED, HOWEVER, that so long as any Senior Indebtedness
under the Credit Facility shall be outstanding, no such acceleration shall be
effective until the earlier of (x) acceleration of any such Senior Indebtedness
under the Credit Facility and (y) five Business Days after the giving of the
acceleration notice to the Company and the Administrative Agent Bank under the
Credit Facility of such acceleration. In the event of a declaration of
acceleration of the Securities because an Event of Default described in clause
(4) under Section 501 has occurred and is continuing, the declaration of
acceleration of the Securities shall be automatically annulled if the event of
default triggering such Event of Default pursuant to clause (4) of Section 501
shall be remedied or cured by the Company or waived by the holders of the
relevant Indebtedness within 20 days after the declaration of acceleration with
respect thereto (and any acceleration of such Indebtedness was rescinded) and if
(1) the annulment of the acceleration of the Securities would not conflict with
any judgment or decree of a court of competent jurisdiction and (2) all existing
Events of Default, except nonpayment of principal, premium or interest on the
Securities that became due solely because of the acceleration of the Securities,
have been cured or waived. If an Event of Default specified in clause (7) or (8)
of Section 501 occurs with respect to the Company or any Significant Subsidiary
and is continuing, then all the Securities shall IPSO FACTO become and be due
and payable immediately in an amount equal to the principal amount of the
Securities, together with accrued and unpaid interest, if any, to the date the
Securities become due and payable, without any declaration or other act on the
part of the Trustee or any Holder. Thereupon, the Trustee may, at its
discretion, proceed to protect and enforce the rights of the Holders of the
Securities by appropriate judicial proceedings.

     After a declaration of acceleration, but before a judgment or decree for
payment of the money due has been obtained by the Trustee, the Holders of a
majority in aggregate principal amount of the Outstanding Securities by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

     (a)  the Company has paid or deposited with the Trustee a sum sufficient to
pay (1) all sums paid or advanced by the Trustee under this Indenture and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, (2) all overdue interest on all Securities then
Outstanding, (3) the principal of, and premium, if any, on any Securities then
Outstanding which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Securities, and (4)
to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate borne by the Securities;

     (b)  the rescission would not conflict with any judgment or decree of a
court of competent jurisdiction; and

     (c)  all Events of Default, other than the non-payment of principal of,
premium, if any, and interest on the Securities, which have become due solely by
such declaration of acceleration, have been cured or waived as provided in
Section 513.

                                     - 80 -


No such rescission shall affect any subsequent Default or impair any right
consequent thereon.

     SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

          The Company and each Guarantor covenant that if

          (a)    default is made in the payment of any interest on any Security
when such interest becomes due and payable and such default continues for a
period of 30 days, or

          (b)    default is made in the payment of the principal of or premium,
if any, on any Security at the Stated Maturity thereof or otherwise,

the Company and such Guarantor will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and premium, if any, and interest, with
interest upon the overdue principal and premium, if any, and, to the extent that
payment of such interest shall be legally enforceable, upon overdue installments
of interest, at the rate borne by the Securities; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

          If the Company or any Guarantor, as the case may be, fails to pay such
amounts forthwith upon such demand, the Trustee, in its own name and as trustee
of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid and may prosecute such proceeding to judgment or
final decree, and may enforce the same against the Company or any Guarantor (in
accordance with the applicable Guarantee) or any other obligor upon the
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company, any Guarantor or any
other obligor upon the Securities, wherever situated.

          If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders under this Indenture or any Guarantee by such appropriate private or
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce such rights, including seeking recourse against any Guarantor pursuant
to the terms of any Guarantee, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy, including,
without limitation, seeking recourse against any Guarantor pursuant to the terms
of a Guarantee, or to enforce any other proper remedy, subject however to
Section 512. No recovery of any such judgment upon any property of the Company
or any Guarantor shall affect or impair any rights, powers or remedies of the
Trustee or the Holders.

     SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor, including any
Guarantor, upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                                     - 81 -


          (a)    to file and prove a claim for the whole amount of principal,
and premium, if any, and interest owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceeding, and

          (b)    to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

          All rights of action and claims under this Indenture, the Securities
or the Guarantees may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name and as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

     SECTION 506.  APPLICATION OF MONEY COLLECTED.

          Any money or property collected by the Trustee pursuant to this
Article Five or otherwise on behalf of the Holders or the Trustee pursuant to
this Article Five or through any proceeding or any arrangement or restructuring
in anticipation or in lieu of any proceeding contemplated by this Article Five
shall be applied, subject to applicable law, in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal, premium, if any, or interest, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
607;

          SECOND: To the payment of the amounts then due and unpaid upon the
Securities for principal, premium, if any, and interest, in respect of which or
for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal, premium, if any, and interest; and

          THIRD: The balance, if any, to the Company, provided that all sums due
and owing to the Holders and the Trustee have been paid in full as required by
this Indenture.

                                     - 82 -


     SECTION 507.   LIMITATION ON SUITS.

          No Holder of any Securities shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture or the
Securities, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

          (a)    such Holder has previously given written notice to the Trustee
of a continuing Event of Default;

          (b)    the Holders of not less than 25% in aggregate principal amount
of the Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
trustee hereunder;

          (c)    such Holder or Holders have offered to the Trustee a reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

          (d)    the Trustee for 15 days after its receipt of such notice,
request and offer (and if requested, provision) of indemnity has failed to
institute any such proceeding; and

          (e)    no direction inconsistent with such written request has been
given to the Trustee during such 15-day period by the Holders of a majority in
aggregate principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture, any Security or any Guarantee to affect, disturb or prejudice
the rights of any other Holders, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture,
any Security or any Guarantee, except in the manner provided in this Indenture
and for the equal and ratable benefit of all the Holders.

     SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
AND INTEREST.

          Notwithstanding any other provision in this Indenture, including
Section 507 without limitation, the Holder of any Security shall have the right
based on the terms stated herein, which is absolute and unconditional, to
receive payment of the principal of, premium, if any, and (subject to Section
309) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption or repurchase, on the Redemption
Date or the repurchase date) and to institute suit for the enforcement of any
such payment, and such rights shall not be impaired without the consent of such
Holder.

     SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.

          If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture or any Guarantee and such proceeding
has been discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such case the
Company, any Guarantor, any other obligor on the Securities, the Trustee and the
Holders shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

                                     - 83 -


     SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.

          No right or remedy herein conferred upon or reserved to the Trustee or
to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

     SECTION 511.  DELAY OR OMISSION NOT WAIVER.

          No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article Five or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

     SECTION 512.  CONTROL BY HOLDERS.

          The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities shall have the right to direct the time, method
and place of conducting any proceeding for exercising any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, PROVIDED
that

          (a)    such direction shall not be in conflict with any rule of law or
with this Indenture (including, without limitation, Section 507) or any
Guarantee, expose the Trustee to personal liability, or be unduly prejudicial to
Holders not joining therein; and

          (b)    subject to the provisions of Section 315 of the Trust Indenture
Act, the Trustee may take any other action deemed proper by the Trustee which is
not inconsistent with such direction.

     SECTION 513.  WAIVER OF PAST DEFAULTS.

          The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities may on behalf of the Holders of all Outstanding
Securities waive any past Default hereunder and its consequences, except:

          (a)    an uncured Default in the payment of the principal of, premium,
if any, or interest on any Security (which may only be waived with the consent
of each Holder of Securities effected); or

          (b)    a Default in respect of a covenant or a provision hereof which
under this Indenture cannot be modified or amended without the consent of the
Holder of each Outstanding Security affected by such modification or amendment.

          Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

                                     - 84 -


     SECTION 514.  UNDERTAKING FOR COSTS.

          All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant, but the
provisions of this 514 Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of, premium, if any, or interest on, any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

     SECTION 515.  WAIVER OF STAY, EXTENSION OR USURY LAWS.

          Each of the Company and the Guarantors covenants (to the extent that
it may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury or other law wherever enacted, now or at any time
hereafter in force, which would prohibit or forgive the Company or any Guarantor
from paying all or any portion of the principal of, premium, if any, or interest
on the Securities contemplated herein or in the Securities or which may affect
the covenants or the performance of this Indenture; and each of the Company and
the Guarantors (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

     SECTION 516.  REMEDIES SUBJECT TO APPLICABLE LAW.

          All rights, remedies and powers provided by this Article Five may be
exercised only to the extent that the exercise thereof does not violate any
applicable provision of law in the premises, and all the provisions of this
Indenture are intended to be subject to all applicable mandatory provisions of
law which may be controlling in the premises and to be limited to the extent
necessary so that they will not render this Indenture invalid, unenforceable or
not entitled to be recorded, registered or filed under the provisions of any
applicable law.

                                   ARTICLE SIX

                                   THE TRUSTEE

     SECTION 601.  DUTIES OF TRUSTEE.

          Subject to the provisions of Trust Indenture Act Sections 315(a)
through 315(d):

          (a)    if a Default actually known to a Responsible Officer of the
Trustee or Event of Default actually known to a Responsible Officer of the
Trustee has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture and use the same

                                     - 85 -


degree of care and skill in its exercise thereof as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs;

          (b)    except during the continuance of a Default actually known to a
Responsible Officer of the Trustee or Event of Default actually known to a
Responsible Officer of the Trustee:

                 (1)    the Trustee undertakes to perform only those duties as
     are specifically set forth in this Indenture and no implied covenants or
     obligations shall be read into this Indenture against the Trustee; and

                 (2)    in the absence of bad faith or willful misconduct on its
     part, the Trustee may conclusively rely, as to the truth of the statements
     and the correctness of the opinions expressed therein, upon certificates or
     opinions furnished to the Trustee and conforming to the requirements of
     this Indenture; but in the case of any such certificates or opinions which
     by any provision hereof are specifically required to be furnished to the
     Trustee, the Trustee shall be under a duty to examine the same to determine
     whether or not they conform to the requirements of this Indenture (but need
     not confirm or investigate the accuracy of mathematical calculations or
     other facts stated therein);

          (c)    the Trustee may not be relieved from liability for its own
grossly negligent action, its own grossly negligent failure to act, or its own
willful misconduct, except that:

                 (1)    this subsection (c) does not limit the effect of
     subsection (b) of this Section 601;

                 (2)    the Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer, unless it is proved
     that the Trustee was grossly negligent in ascertaining the pertinent facts;
     and

                 (3)    the Trustee shall not be liable with respect to any
     action it takes or omits to take in good faith, in accordance with a
     direction of the Holders of a majority in principal amount of Outstanding
     Securities relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee under this Indenture;

          (d)    no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it;

          (e)    whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to
subsections (a), (b), (c) and (d) of this Section 601; and

          (f)    the Trustee shall not be liable for interest on any money or
assets received by it. Assets held in trust by the Trustee need not be
segregated from other assets except to the extent required by law.

                                     - 86 -


     SECTION 602.  NOTICE OF DEFAULTS.

          Within 30 days after a Responsible Officer of the Trustee receives
written notice of the occurrence of any Default, the Trustee shall transmit by
mail to all Holders and any other Persons entitled to receive reports pursuant
to Section 313(c) of the Trust Indenture Act, as their names and addresses
appear in the Security Register, notice of such Default hereunder known to the
Trustee, unless such Default shall have been cured or waived; PROVIDED, HOWEVER,
that, except in the case of a Default in the payment of the principal of,
premium, if any, or interest on any Security, the Trustee shall be protected in
withholding such notice if and so long as a trust committee of Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders.

     SECTION 603.  CERTAIN RIGHTS OF TRUSTEE.

          Subject to the provisions of Section 601 hereof and Trust Indenture
Act Sections 315(a) through 315(d):

          (a)    the Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon receipt by it of any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of Indebtedness or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

          (b)    any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

          (c)    the Trustee may consult with counsel of its selection and the
advice of such counsel and any opinion of counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

          (d)    the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred therein or thereby
in compliance with such request or direction;

          (e)    the Trustee shall not be liable for any action taken or omitted
by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture other than any
liabilities arising out of the gross negligence, bad faith or willful misconduct
of the Trustee;

          (f)    the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
approval, appraisal, bond, debenture, note, coupon, security or other paper or
document, but the Trustee in its discretion may make such further inquiry or
investigation into such facts or matters as it may deem fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company,

                                     - 87 -


personally or by agent or attorney at the cost of the Company and the Trustee
shall incur no liability by reason of such investigation;

          (g)    the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

          (h)    whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate;

          (i)    the Trustee shall not be liable for any action taken, suffered,
or omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture;

          (j)    in no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action;

          (k)    the Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture;

          (l)    the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each Paying Agent, Security Registrar, agent,
custodian and other Person employed to act hereunder;

          (m)    the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded; and

          (n)    before the Trustee acts or refrains from acting, it may require
an Officer's Certificate or an Opinion of Independent Counsel, or both. The
Trustee shall not be liable for any action it takes or omits to take in good
faith reliance on the Officer's Certificate or Opinion of Independent Counsel.

     SECTION 604.  TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITIONS OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF.

          The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company and the Guarantors, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly

                                     - 88 -


authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in any
Statement of Eligibility and Qualification on Form T-1 to be supplied to the
Company will be true and accurate subject to the qualifications set forth
therein. The Trustee shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

     SECTION 605.  TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS; ETC.

          The Trustee, any Paying Agent, Security Registrar or any other agent
of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities, with the same rights it would have if it were not the
Trustee, Paying Agent, Security Registrar or such other agent and, subject to
Trust Indenture Act Sections 310 and 311, may otherwise deal with the Company
and receive, collect, hold and retain collections from the Company with the same
rights it would have if it were not the Trustee, Paying Agent, Security
Registrar or such other agent.

     SECTION 606.  MONEY HELD IN TRUST.

          All moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law.

     SECTION 607.  COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR
CLAIM.

          (a)    The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable compensation for
all services rendered by it hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust) and the Company covenants and agrees to pay or reimburse the Trustee and
each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its gross negligence, bad
faith or willful misconduct. The Company and the Guarantors jointly and
severally also covenant and agree to indemnify the Trustee and each predecessor
Trustee for, and to hold it harmless against, any claim, loss, liability, tax,
assessment, governmental charge (other than taxes applicable to the Trustee's
compensation hereunder) or expense incurred without gross negligence, bad faith
or willful misconduct on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder, including the costs of enforcement of this Section 607 and the
costs and expenses of defending itself against or investigating any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder (including the reasonable fees and expenses of its counsel).
The provisions of this Section 607 shall survive the satisfaction and discharge
of this Indenture and the resignation or removal of the Trustee and each
predecessor Trustee.

          (b)    The Trustee shall have a lien prior to the Securities as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607, except with respect to funds
held in trust for the benefit of the Holders of particular Securities.

          (c)    When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(7) or Section
501(8), the expenses (including the reasonable

                                     - 89 -


charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable Federal
or state bankruptcy, insolvency or other similar law.

     SECTION 608.  CONFLICTING INTERESTS.

          The Trustee shall comply with the provisions of Section 310(b) of the
Trust Indenture Act.

     SECTION 609.  TRUSTEE ELIGIBILITY.

          There shall at all times be a Trustee hereunder which shall be
eligible to act as trustee under Trust Indenture Act Section 310(a) and which
shall have a combined capital and surplus of at least $250,000,000, to the
extent there is an institution eligible and willing to serve. If such Trustee
publishes reports of condition at least annually, pursuant to law or to the
requirements of federal, state, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section 609, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 609, the Trustee shall resign promptly in
the manner and with the effect hereinafter specified in this Article Six.

     SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.

          (a)    No resignation or removal of the Trustee and no appointment of
a successor trustee pursuant to this Article Six shall become effective until
the acceptance of appointment by the successor trustee under Section 611.

          (b)    The Trustee, or any trustee or trustees hereafter appointed,
may at any time resign by giving written notice thereof to the Company no later
than 20 Business Days prior to the proposed date of resignation. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument executed by authority of the Board of Directors of
the Company, a copy of which shall be delivered to the resigning Trustee and a
copy to the successor trustee. If an instrument of acceptance by a successor
trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may, or any Holder
who has been a BONA FIDE Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction at the expense of the Company for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper, appoint and prescribe a successor trustee.

          (c)    The Trustee may be removed at any time for any cause or for no
cause by an Act of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities, delivered to the Trustee and to
the Company.

          (d)    If at any time:

                 (1)    the Trustee shall fail to comply with the provisions of
     Trust Indenture Act Section 310(b) after written request therefor by the
     Company or by any Holder who has been a BONA FIDE Holder of a Security for
     at least six months,

                 (2)    the Trustee shall cease to be eligible under Section 609
     and shall fail to

                                     - 90 -


     resign after written request therefor by the Company or by any Holder who
     has been a BONA FIDE Holder of a Security for at least six months, or

                 (3)    the Trustee shall become incapable of acting or shall be
     adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
     property shall be appointed or any public officer shall take charge or
     control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 514, the Holder of any Security who has been a BONA
FIDE Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

          (e)    If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor trustee and
shall comply with the applicable requirements of Section 611. If, within 30 days
after such resignation, removal or incapability, or the occurrence of such
vacancy, the Company has not appointed a successor trustee, a successor trustee
shall be appointed by the Act of the Holders of a majority in principal amount
of the Outstanding Securities delivered to the Company and the retiring Trustee.
Such successor trustee so appointed shall forthwith upon its acceptance of such
appointment become the successor trustee and supersede the successor trustee
appointed by the Company. If no successor trustee shall have been so appointed
by the Company or the Holders of the Securities and accepted appointment in the
manner hereinafter provided, the Trustee or the Holder of any Security who has
been a BONA FIDE Holder for at least six months may, subject to Section 514, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction at the expense of the Company for the appointment of a
successor trustee.

          (f)    The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor trustee and the
address of its Corporate Trust Office or agent hereunder.

     SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          Every successor trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee as if originally named as Trustee hereunder;
but, nevertheless, on the written request of the Company or the successor
trustee, upon payment of its charges pursuant to Section 607 then unpaid, such
retiring Trustee shall pay over to the successor trustee all moneys at the time
held by it hereunder and shall execute and deliver an instrument transferring to
such successor trustee all such rights, powers, duties and obligations. Upon
request of any such successor trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor trustee all such rights and powers.

                                     - 91 -


          No successor trustee with respect to the Securities shall accept
appointment as provided in this Section 611 unless at the time of such
acceptance such successor trustee shall be eligible to act as trustee under the
provisions of Trust Indenture Act Section 310(a) and this Article Six and shall
have a combined capital and surplus of at least $250,000,000 and have a
Corporate Trust Office or an agent selected in accordance with Section 609.

          Upon acceptance of appointment by any successor trustee as provided in
this Section 611, the Company shall give notice thereof to the Holders of the
Securities, by mailing such notice to such Holders at their addresses as they
shall appear on the Security Register. If the acceptance of appointment is
substantially contemporaneous with the appointment, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
610. If the Company fails to give such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Company.

     SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee (including the trust created by this Indenture) shall be
the successor of the Trustee hereunder, PROVIDED that such corporation shall be
eligible under Trust Indenture Act Section 310(a) and this Article Six and shall
have a combined capital and surplus of at least $250,000,000 and have a
Corporate Trust Office or an agent selected in accordance with Section 609,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

          In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee and deliver such
Securities so authenticated; and, in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor trustee; and in all such cases such certificate shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have; PROVIDED that the right to adopt
the certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

     SECTION 613.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

          If and when the Trustee shall be or become a creditor of the Company
(or other obligor under the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor). A Trustee who has resigned or been
removed shall be subject to Trust Indenture Act Section 311(a) to the extent
indicated therein.

     SECTION 614.  CO-TRUSTEE.

          It is the purpose of this Indenture that there shall be no violation
of any law of any jurisdiction denying or restricting the right of banking
corporations or associations to transact business as trustee in such
jurisdiction. It is recognized that in case of litigation under this Indenture,
and in

                                     - 92 -


particular in case of the enforcement thereof on default, or in the case the
Trustee deems that by reason of any present or future law of any jurisdiction it
may not exercise any of the powers, rights or remedies herein granted to the
Trustee or hold title to the properties, in trust, as herein granted or take any
action which may be desirable or necessary in connection therewith, it may be
necessary that the Trustee appoint an individual or institution as a separate or
co-trustee meeting the requirements of the Indenture. The following provisions
of this Section 613 are adopted to these ends.

          In the event that the Trustee appoints an additional individual or
institution as a separate or co-trustee, each and every remedy, power, right,
claim, demand, cause of action, immunity, estate, title, interest and lien
expressed or intended by this Indenture to be exercised by or vested in or
conveyed to the Trustee with respect thereto shall be exercisable by and vest in
such separate or co-trustee but only to the extent necessary to enable such
separate or co-trustee to exercise such powers, rights and remedies, and only to
the extent that the Trustee by the laws of any jurisdiction is incapable of
exercising such powers, rights and remedies and every covenant and obligation
necessary to the exercise thereof by such separate or co-trustee shall run to
and be enforceable by either of them.

          Should any instrument in writing from the Company be required by the
separate or co-trustee so appointed by the Trustee for more fully and certainly
vesting in and confirming to him or it such properties, rights, powers, trusts,
duties and obligations, any and all such instruments in writing shall, on
request, be executed, acknowledged and delivered by the Issuer at the expense of
the Company; provided, that if an Event of Default shall have occurred and be
continuing, if the Company does not execute any such instrument within fifteen
(15) days after request therefor, the Trustee shall be empowered as an
attorney-in-fact for the Company to execute any such instrument in the Company's
name and stead. In case any separate or co-trustee or a successor to either
shall die, become incapable of acting, resign or be removed, all the estates,
properties, rights, powers, trusts, duties and obligations of such separate or
co-trustee, so far as permitted by law, shall vest in and be exercised by the
Trustee until the appointment of a new trustee or successor to such separate or
co-trustee.

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 701.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

          The Company will furnish or cause to be furnished to the Trustee:

          (a)    semiannually, not more than 10 days after each Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of such Regular Record Date; and

          (b) at such other times as the Trustee may reasonably request in
writing, within 30 days after receipt by the Company of any such request, a list
of similar form and content to that in subsection (a) hereof as of a date not
more than 15 days prior to the time such list is furnished;

PROVIDED, HOWEVER, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

                                     - 93 -


     SECTION 702.  DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

          Holders may communicate pursuant to Trust Indenture Act Section 312(b)
with other Holders with respect to their rights under this Indenture or the
Securities, and the Trustee shall comply with Trust Indenture Act Section
312(b). The Company, the Guarantors, the Trustee, the Security Registrar and any
other Person shall have the protection of Trust Indenture Act Section 312(c).
Further, every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that none of the Company, the Guarantors, the
Trustee or any agent of any of them shall be held accountable by reason of the
disclosure of any information as to the names and addresses of the Holders in
accordance with Trust Indenture Act Section 312, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Trust Indenture Act Section 312.

     SECTION 703.  REPORTS BY TRUSTEE.

          (a)    Within 60 days after July 15 of each year commencing with the
first July 15 after the issuance of Securities, the Trustee, if so required
under the Trust Indenture Act, shall transmit by mail to all Holders, in the
manner and to the extent provided in Trust Indenture Act Section 313(c), a brief
report dated as of such July 15 in accordance with and with respect to the
matters required by Trust Indenture Act Section 313(a). The Trustee shall also
transmit by mail to all Holders, in the manner and to the extent provided in
Trust Indenture Act Section 313(c), a brief report in accordance with and with
respect to the matters required by Trust Indenture Act Section 313(b)(2).

          (b)    A copy of each report transmitted to Holders pursuant to this
Section 703 shall, at the time of such transmission, be mailed to the Company
and filed with each stock exchange, if any, upon which the Securities are listed
and also with the Commission. The Company will notify the Trustee promptly if
the Securities are listed on any stock exchange.

     SECTION 704.  REPORTS BY COMPANY AND GUARANTORS.

          The Company, and each Guarantor, as the case may be, shall:

          (a)    file with the Trustee any information required by the Trust
Indenture Act; and

          (b)    within 15 days after the filing thereof with the Trustee,
transmit by mail to all Holders in the manner and to the extent provided in
Trust Indenture Act Section 313(c), such summaries of any information, documents
and reports required to be filed by the Company or any Guarantor, as the case
may be, pursuant to Section 1020 hereunder and subsection (a) of this Section
704 as are required by rules and regulations prescribed from time to time by the
Commission.

                                  ARTICLE EIGHT

                      CONSOLIDATION, MERGER, SALE OF ASSETS

     SECTION 801.  COMPANY AND GUARANTORS MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS.

          (a)    The Company will not, in a single transaction or through a
series of related transactions, consolidate with or merge with or into any other
Person or sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets to any Person or group of
Persons, or permit any of its Restricted Subsidiaries to enter into any such
transaction or series of

                                     - 94 -


transactions, if such transaction or series of transactions, in the aggregate,
would result in a sale, assignment, conveyance, transfer, lease or disposition
of all or substantially all of the properties and assets of the Company and its
Restricted Subsidiaries on a Consolidated basis to any other Person or group of
Persons (other than the Company or a Guarantor), unless at the time and after
giving effect thereto:

                 (1)    either (a) the Company will be the continuing
     corporation or (b) the Person (if other than the Company) formed by such
     consolidation or into which the Company is merged or the Person which
     acquires by sale, assignment, conveyance, transfer, lease or disposition
     all or substantially all of the properties and assets of the Company and
     its Restricted Subsidiaries on a Consolidated basis (the "Surviving
     Entity") will be a corporation or limited liability company (with a
     corporate co-obligor) duly organized and validly existing under the laws of
     the United States of America or any state thereof or the District of
     Columbia or the laws of Canada or any province or territory thereof and
     such Person expressly assumes, by a supplemental indenture, in a form
     reasonably satisfactory to the Trustee, all the obligations of the Company
     under the Securities and this Indenture and the Registration Rights
     Agreement, as the case may be, and the Securities and this Indenture and
     the Registration Rights Agreement will remain in full force and effect as
     so supplemented (and any Guarantees will be confirmed as applying to such
     Surviving Entity's obligations);

                 (2)    immediately before and immediately after giving effect
     to such transaction on a PRO FORMA basis (and treating any Indebtedness not
     previously an obligation of the Company or any of its Restricted
     Subsidiaries which becomes the obligation of the Company or any of its
     Restricted Subsidiaries as a result of such transaction as having been
     incurred at the time of such transaction), no Default or Event of Default
     will have occurred and be continuing;

                 (3)    immediately before and immediately after giving effect
     to such transaction on a PRO FORMA basis (on the assumption that the
     transaction occurred on the first day of the four-quarter period for which
     financial statements are available ending immediately prior to the
     consummation of such transaction with the appropriate adjustments with
     respect to the transaction being included in such PRO FORMA calculation),
     (a) the Company (or the Surviving Entity if the Company is not the
     continuing obligor under this Indenture) could incur $1.00 of additional
     Indebtedness (other than Permitted Indebtedness) pursuant to paragraph (a)
     of Section 1008 hereof; or (b) the Company's Consolidated Fixed Charge
     Coverage Ratio on such a PRO FORMA basis would be greater than the
     Company's Fixed Charge Coverage Ratio without giving such PRO FORMA effect
     to the transaction;

                 (4)    at the time of the transaction, each Guarantor, if any,
     unless it is the other party to the transactions described above, will have
     by supplemental indenture confirmed that its Guarantee shall apply to such
     Person's obligations under this Indenture and the Securities;

                 (5)    at the time of the transaction, if any of the property
     or assets of the Company or any of its Restricted Subsidiaries would
     thereupon become subject to any Lien, the provisions of Section 1011 hereof
     are complied with; and

                 (6)    at the time of the transaction, the Company or the
     Surviving Entity will have delivered, or caused to be delivered, to the
     Trustee, in form and substance reasonably satisfactory to the Trustee, an
     Officers' Certificate and an Opinion of Counsel, each to the

                                     - 95 -


     effect that such consolidation, merger, transfer, sale, assignment,
     conveyance, transfer, lease or other transaction and the supplemental
     indenture in respect thereof comply with this Indenture and that all
     conditions precedent therein provided for relating to such transaction have
     been complied with.

          (b)    Each Guarantor will not, and the Company will not permit a
Guarantor to, in a single transaction or through a series of related
transactions, (x) consolidate with or merge with or into any other Person (other
than the Company or any Guarantor or for the sole purpose of reincorporating in
another jurisdiction) or (y) sell, assign, convey, transfer, lease or otherwise
dispose of all or substantially all of its properties and assets to any Person
or group of Persons (other than the Company or any Guarantor) or permit any of
its Restricted Subsidiaries to enter into any such transaction or series of
transactions if such transaction or series of transactions, in the aggregate,
that would result in a sale, assignment, conveyance, transfer, lease or
disposition of all or substantially all of the properties and assets of the
Company and its Restricted Subsidiaries on a Consolidated basis to any other
Person or group of Persons (other than the Company or any Guarantor), unless at
the time and after giving effect thereto:

                 (1)    either (a) the Guarantor will be the continuing
     corporation in the case of a consolidation or merger involving the
     Guarantor or (b) the Person (if other than the Guarantor) formed by such
     consolidation or into which such Guarantor is merged or the Person which
     acquires by sale, assignment, conveyance, transfer, lease or disposition
     all or substantially all of the properties and assets of the Company and
     its Restricted Subsidiaries on a Consolidated basis (the "Surviving
     Guarantor Entity") will be a corporation, limited liability company,
     limited liability partnership, partnership or trust duly organized and
     validly existing under the laws of the United States of America or any
     state thereof or the District of Columbia or the laws of Canada or any
     province or territory thereof and such Person expressly assumes, by a
     supplemental indenture, in a form reasonably satisfactory to the Trustee,
     all the obligations of such Guarantor under its Guarantee of the Securities
     and this Indenture and the Registration Rights Agreement and such
     Guarantee, Indenture and Registration Rights Agreement will remain in full
     force and effect;

                 (2)    immediately before and immediately after giving effect
     to such transaction on a PRO FORMA basis, no Default or Event of Default
     will have occurred and be continuing; and

                 (3)    at the time of the transaction such Guarantor or the
     Surviving Guarantor Entity will have delivered, or caused to be delivered,
     to the Trustee, in form and substance reasonably satisfactory to the
     Trustee, an Officers' Certificate and an Opinion of Counsel, each to the
     effect that such consolidation, merger, transfer, sale, assignment,
     conveyance, lease or other transaction and the supplemental indenture in
     respect thereof comply with this Indenture and that all conditions
     precedent therein provided for relating to such transaction have been
     complied with; PROVIDED, HOWEVER, that this paragraph shall not apply to
     any Guarantor whose Guarantee of the Securities is unconditionally released
     and discharged in accordance with paragraph (b) of Section 1013 hereof.

     SECTION 802.  SUCCESSOR SUBSTITUTED.

          In the event of any transaction (other than a lease) described in and
complying with the conditions listed in Section 801 in which the Company or any
Guarantor, as the case may be, is not the

                                     - 96 -


continuing corporation, the successor Person formed or remaining or to which
such transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or such Guarantor, as the case may be, and
the Company or any Guarantor, as the case may be, would be discharged from all
obligations and covenants under this Indenture and the Securities or its
Guarantee, as the case may be, and the Registration Rights Agreement.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

     SECTION 901.  SUPPLEMENTAL INDENTURES AND AGREEMENTS WITHOUT CONSENT OF
HOLDERS.

          Without the consent of any Holders, the Company, the Guarantors, if
any, and any other obligor under the Securities when authorized by or pursuant
to a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto or agreements or other
instruments with respect to this Indenture, the Securities or any Guarantee, in
form and substance satisfactory to the Trustee, for any of the following
purposes:

          (a)    to evidence the succession of another Person to the Company or
a Guarantor, and the assumption by any such successor of the covenants of the
Company or such Guarantor herein and in the Securities and in any Guarantee in
accordance with Article Eight;

          (b)    to add to the covenants of the Company, any Guarantor or any
other obligor upon the Securities for the benefit of the Holders, or to
surrender any right or power conferred upon the Company or any Guarantor or any
other obligor upon the Securities, as applicable, herein, in the Securities or
in any Guarantee;

          (c)    (i) to cure any ambiguity, or to correct or supplement any
provision herein, the Securities or any Guarantee which may be defective or
inconsistent with any other provision herein, in the Securities or any Guarantee
or (ii) make any other changes herein with respect to matters or questions
arising under this Indenture, the Securities or the Guarantees; PROVIDED that,
in the case of clause (ii), such provisions shall not adversely affect the
interest of the Holders in any material respect, as evidenced by an Opinion of
Counsel;

          (d)    to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the Trust Indenture
Act, as contemplated by Section 905 or otherwise;

          (e)    to add a Guarantor pursuant to the requirements of Section 1013
hereof or otherwise or release any Guarantee in accordance with this Indenture;

          (f)    to evidence and provide the acceptance of the appointment of a
successor trustee hereunder;

          (g)    to mortgage, pledge, hypothecate or grant a security interest
in favor of the Trustee for the benefit of the Holders as additional security
for the payment and performance of the Company's and any Guarantor's Indenture
Obligations, in any property, or assets, including any of which are required to
be mortgaged, pledged or hypothecated, or in which a security interest is
required to be granted to the Trustee pursuant to this Indenture or otherwise;

                                     - 97 -


          (h)    to make any change in order to conform this Indenture to the
description of Securities contained in "Description of Notes - Senior
Subordinated Notes" in the Offering Memorandum; or

          (i)    to make any change to comply with Section 3(l) of the purchase
agreement related to the sale of the Securities.

     SECTION 902.  SUPPLEMENTAL INDENTURES AND AGREEMENTS WITH CONSENT OF
HOLDERS.

          Except as permitted by Section 901, with the consent of the Holders of
at least a majority in aggregate principal amount of the Outstanding Securities
(including consents obtained in connection with a tender offer or exchange offer
for Securities), by Act of said Holders delivered to the Company, each
Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party
thereto) when authorized by or pursuant to Board Resolutions, and the Trustee
may (i) enter into an indenture or indentures supplemental hereto or agreements
or other instruments with respect to any Guarantee in form and substance
satisfactory to the Trustee, for the purpose of adding any provisions to or
amending, modifying or changing in any manner or eliminating any of the
provisions of this Indenture, the Securities or any Guarantee (including but not
limited to, for the purpose of modifying in any manner the rights of the Holders
under this Indenture, the Securities or any Guarantee) or (ii) waive compliance
with any provision in this Indenture, the Securities or any Guarantee (other
than waivers of past Defaults which are covered by Section 513 and waivers of
covenants which are covered by Section 1007); PROVIDED, HOWEVER, that no such
supplemental indenture, agreement or instrument shall, without the consent of
the Holder of each Outstanding Security affected thereby:

          (a)    change the Stated Maturity of the principal of, or any
installment of interest on, or change to an earlier date any Redemption Date of,
or waive a default in the payment of the principal of, premium, if any, or
interest on, any such Security or reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon the redemption thereof, or
change the coin or currency in which the principal of any such Security or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date);

          (b)    reduce the percentage in principal amount of such Outstanding
Securities, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver or
compliance with certain provisions of this Indenture;

          (c)    modify any of the provisions of this Section 902 or Section 513
or 1007, except to increase the percentage of such Outstanding Securities
required for such actions or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
such Security affected thereby;

          (d)    except as otherwise permitted under Article Eight of this
Indenture, consent to the assignment or transfer by the Company or any Guarantor
of its rights and obligations under this Indenture; or

          (e)    amend or modify any of the provisions of this Indenture in any
manner which makes any change to the subordination provisions of the Securities
or makes any change to the subordination provisions of any Guarantee and,
PROVIDED, FURTHER, that no such supplemental indenture, agreement or instrument
shall amend or waive any provision of Article Thirteen or Sections 1416

                                     - 98 -


through 1429 hereof in the manner that adversely affects the rights of any
Holder of Senior Indebtedness then outstanding in any material respect unless
Holders of such Senior Indebtedness (or any group or representative thereof
authorized to give such consent) give their consent to such amendment.

          Upon the written request of the Company and each Guarantor, if any,
accompanied by a copy of Board Resolutions authorizing the execution of any such
supplemental indenture or Guarantee, and upon the filing with the Trustee of
evidence of the consent of Holders as aforesaid, subject to Section 903, the
Trustee shall join with the Company and each Guarantor in the execution of such
supplemental indenture or Guarantee.

          It shall not be necessary for any Act of Holders under this Section
902 to approve the particular form of any proposed supplemental indenture or
Guarantee or agreement or instrument relating to any Guarantee, but it shall be
sufficient if such Act shall approve the substance thereof.

     SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES AND AGREEMENTS.

          In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Trust
Indenture Act Sections 315(a) through 315(d) and Section 602 hereof) shall be
fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate stating that the execution of such supplemental indenture, agreement
or instrument (a) is authorized or permitted by this Indenture and (b) does not
violate the provisions of any agreement or instrument evidencing any other
Indebtedness of the Company, any Guarantor or any other Restricted Subsidiary.
The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture, agreement or instrument which affects the Trustee's own rights,
duties or immunities under this Indenture, any Guarantee or otherwise.

     SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.

          Upon the execution of any supplemental indenture under this Article
Nine, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

     SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.

          Every supplemental indenture executed pursuant to this Article Nine
shall conform to the requirements of the Trust Indenture Act as then in effect.

     SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

          Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article Nine may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any such supplemental indenture may be prepared and
executed by the Company and each Guarantor and authenticated and delivered by
the Trustee in exchange for Outstanding Securities.

                                     - 99 -


     SECTION 907.  NOTICE OF SUPPLEMENTAL INDENTURES.

          Promptly after the execution by the Company, any Guarantor and the
Trustee of any supplemental indenture pursuant to the provisions of Section 902,
the Company shall give notice thereof to the Holders of each Outstanding
Security affected, in the manner provided for in Section 106, setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

     SECTION 908.  REVOCATION AND EFFECTS OF CONSENTS.

          Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same
Indebtedness as the consenting Holder's Security, even if a notation of the
consent is not made on any Security. However, any such Holder, or subsequent
Holder, may revoke the consent as to his Security or portion of a Security if
the Trustee receives the notice of revocation before the date the amendment or
waiver becomes effective. An amendment or waiver shall become effective in
accordance with its terms and thereafter bind every Holder.

                                   ARTICLE TEN

                                    COVENANTS

     SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

          The Company shall duly and punctually pay the principal of, premium,
if any, and interest on the Securities in accordance with the terms of the
Securities and this Indenture.

     SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

          The Company shall maintain an office or agency where Securities may be
presented or surrendered for payment. The Company also will maintain in The City
of New York an office or agency where Securities may be surrendered for
registration of transfer, redemption or exchange and where notices and demands
to or upon the Company in respect of the Securities and this Indenture may be
served. The office of an affiliate of the Trustee, Wells Fargo Corporate Trust,
at its corporate trust office initially located at The Depository Trust Company,
1st Floor, TADS Dept., 55 Water Street, New York, NY 10041 will be such office
or agency of the Company, unless the Company shall designate and maintain some
other office or agency for one or more of such purposes. The Company will give
prompt written notice to the Trustee of the location and any change in the
location of any such offices or agencies. If at any time the Company shall fail
to maintain any such required offices or agencies or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the office of the Trustee and the Company
hereby appoints the Trustee such agent as its agent to receive all such
presentations, surrenders, notices and demands.

          The Company may from time to time designate one or more other offices
or agencies (in or outside of The City of New York) where the Securities may be
presented or surrendered for any or all such purposes, and may from time to time
rescind such designation. The Company will give

                                     - 100 -


prompt written notice to the Trustee of any such designation or rescission and
any change in the location of any such office or agency.

          The Company hereby appoints the Trustee to act as the initial Paying
Agent for the Securities.

     SECTION 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

          If the Company or any of its Affiliates shall at any time act as
Paying Agent, it will, on or before each due date of the principal of, premium,
if any, or interest on any of the Securities, segregate and hold in trust for
the benefit of the Holders entitled thereto a sum sufficient to pay the
principal, premium, if any, or interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act.

          If the Company or any of its Affiliates is not acting as Paying Agent,
the Company will, on or before each due date of the principal of, premium, if
any, or interest on any of the Securities, deposit with a Paying Agent a sum in
same day funds sufficient to pay the principal, premium, if any, or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of such action or
any failure so to act.

          If the Company is not acting as Paying Agent, the Company will cause
each Paying Agent other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section 1003, that such Paying Agent will:

          (a)    hold all sums held by it for the payment of the principal of,
premium, if any, or interest on the Securities in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

          (b)    give the Trustee notice of any Default by the Company or any
Guarantor (or any other obligor upon the Securities) in the making of any
payment of principal, premium, if any, or interest on the Securities;

          (c)    at any time during the continuance of any such Default, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent; and

          (d)    acknowledge, accept and agree to comply in all aspects with the
provisions of this Indenture relating to the duties, rights and liabilities of
such Paying Agent.

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Security and

                                     - 101 -


remaining unclaimed for two years after such principal and premium, if any, or
interest has become due and payable shall promptly be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in THE
NEW YORK TIMES and THE WALL STREET JOURNAL (national edition), and mail to each
such Holder, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification, publication and mailing, any unclaimed balance of such money then
remaining will promptly be repaid to the Company.

     SECTION 1004. CORPORATE EXISTENCE.

          Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect the corporate
existence and related rights and franchises (charter and statutory) of the
Company and each Restricted Subsidiary; PROVIDED, HOWEVER, that the Company
shall not be required to preserve any such right or franchise or the corporate
existence of any such Restricted Subsidiary if the Board of Directors of the
Company shall determine that the preservation thereof is no longer necessary or
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries as a whole and that the loss thereof would not reasonably be
expected to have a material adverse effect on the ability of the Company to
perform its obligations hereunder; and PROVIDED, FURTHER, HOWEVER, that the
foregoing shall not prohibit a sale, transfer or conveyance of a Restricted
Subsidiary or any of its assets in compliance with the terms of this Indenture.

     SECTION 1005. PAYMENT OF TAXES AND OTHER CLAIMS.

          The Company shall pay or discharge or cause to be paid or discharged,
on or before the date the same shall become due and payable, (a) all taxes,
assessments and governmental charges levied or imposed upon the Company or any
of its Restricted Subsidiaries shown to be due on any return of the Company or
any of its Restricted Subsidiaries or otherwise assessed or upon the income,
profits or property of the Company or any of its Restricted Subsidiaries if
failure to pay or discharge the same could reasonably be expected to have a
material adverse effect on the ability of the Company or any Guarantor to
perform its obligations hereunder and (b) all lawful claims for labor, materials
and supplies, which, if unpaid, would by law become a Lien upon the property of
the Company or any of its Restricted Subsidiaries, except for any Lien permitted
to be incurred under Section 1011, if failure to pay or discharge the same could
reasonably be expected to have a material adverse effect on the ability of the
Company or any Guarantor to perform its obligations hereunder; PROVIDED,
HOWEVER, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings properly instituted and diligently conducted and in respect of which
appropriate reserves (in the good faith judgment of management of the Company)
are being maintained in accordance with GAAP.

     SECTION 1006. MAINTENANCE OF PROPERTIES.

          (a)    The Company shall cause all material properties owned by the
Company and its Restricted Subsidiaries or used or held for use in the conduct
of its business or the business of any of its Restricted Subsidiaries to be
maintained and kept in good condition, repair and working order

                                     - 102 -


(ordinary wear and tear excepted) and supplied with all necessary equipment and
will cause to be made all necessary repairs, renewals, replacements, betterments
and improvements thereof, all as in the reasonable judgment of the Company may
be appropriate and necessary so that the business carried on in connection
therewith may be properly conducted at all times; PROVIDED, HOWEVER, that
nothing in this Section 1006 shall prevent the Company from discontinuing the
maintenance of any of such properties if such discontinuance is in the ordinary
course of business or, in the reasonable judgment of the Company, desirable in
the conduct of its business or the business of any of its Restricted
Subsidiaries and not reasonably expected to have a material adverse effect on
the ability of the Company to perform its obligations hereunder; and PROVIDED,
FURTHER, HOWEVER, that the foregoing shall not prohibit a sale, transfer or
conveyance of a Restricted Subsidiary or any of its properties or assets in
compliance with the terms of this Indenture.

          (b)    The Company shall at all times keep all of its and its
Restricted Subsidiaries' properties which are of an insurable nature insured
with insurers, believed by the Company in good faith to be financially sound and
responsible, against loss or damage to the extent that property of similar
character is usually so insured by corporations similarly situated and owning
like properties in the same general geographic areas in which the Company and
its Restricted Subsidiaries operate, except where the failure to do so could not
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), earnings, business affairs or prospects of the Company
and its Restricted Subsidiaries, taken as a whole.

     SECTION 1007. WAIVER OF CERTAIN COVENANTS.

          The Company and the Guarantors may omit in any particular instance to
comply with any covenant or condition set forth in Sections 1006 through 1013
(other than this Section 1007) and 1015 through 1021, if, before or after the
time for such compliance, the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding shall, by Act of such
Holders, waive such compliance in such instance with such covenant or provision,
but no such waiver shall extend to or affect such covenant or condition except
to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force and effect.

     SECTION 1008. LIMITATION ON INDEBTEDNESS.

          (a)    The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, issue, incur,
assume, guarantee or otherwise in any manner become directly or indirectly
liable for the payment of or otherwise incur, contingently or otherwise
(collectively, "incur"), any Indebtedness (including any Acquired Indebtedness),
unless such Indebtedness is incurred by the Company or any Guarantor or
constitutes Acquired Indebtedness of a Restricted Subsidiary and, in each case,
the Company's Consolidated Fixed Charge Coverage Ratio for the most recent four
full fiscal quarters for which financial statements are available immediately
preceding the incurrence of such Indebtedness taken as one period is at least
equal to or greater than 2.0:1.

          (b)    Notwithstanding the foregoing, the Company and, to the extent
specifically set forth below in this paragraph (b), the Restricted Subsidiaries
may incur each and all of the following (collectively, the "Permitted
Indebtedness"):

                 (1)    Indebtedness of the Company and its Restricted
     Subsidiaries (or

                                     - 103 -


     guarantees by Restricted Subsidiaries of such Indebtedness) under or in
     respect of a Credit Facility (including any term loans made pursuant
     thereto or under any revolving credit facility or in respect of letters of
     credit thereunder) not to exceed the greater of (a) an aggregate principal
     amount at any one time outstanding of $1,700.0 million, minus the aggregate
     amount of all Net Cash Proceeds of any Asset Sale (other than a Sale and
     Leaseback Transaction) applied by the Company or a Restricted Subsidiary to
     prepay permanently or repay permanently Indebtedness under the Credit
     Agreement pursuant to the covenant described under Section 1012 or (b) the
     sum of (i) 60% of the aggregate book value of the inventory of the Company
     and its Restricted Subsidiaries, (ii) 80% of the aggregate book value of
     the accounts receivable of the Company and its Restricted Subsidiaries and
     (iii) $450.0 million, in each case determined on a Consolidated basis as of
     the most recently ended fiscal quarter of the Company for which financial
     statements of the Company are available;

                 (2)    Indebtedness of the Company or any Restricted Subsidiary
     pursuant to (a) the Securities (excluding any Additional Securities) and
     any Guarantee of the Securities, (b) any Exchange Securities issued in
     exchange for the Securities pursuant to the Registration Rights Agreement,
     (c) the Senior Securities (excluding any Additional Senior Securities) and
     any Senior Note Guarantee of the Senior Notes and (d) any Senior Exchange
     Securities issued in exchange for the Senior Securities pursuant to the
     Registration Rights Agreement;

                 (3)    Indebtedness of the Company or any Restricted Subsidiary
     outstanding on the date of this Indenture and not otherwise referred to in
     this definition of "Permitted Indebtedness";

                 (4)    Indebtedness of the Company owing to a Restricted
     Subsidiary; PROVIDED that any Indebtedness of the Company owing to a
     Restricted Subsidiary that is not a Guarantor is subordinated in right of
     payment from and after such time as the Securities shall become due and
     payable (whether at Stated Maturity, acceleration or otherwise) to the
     payment and performance of the Company's obligations under the Securities;
     PROVIDED, FURTHER, that any disposition, pledge or transfer of any such
     Indebtedness to a Person (other than a disposition, pledge or transfer to a
     Restricted Subsidiary or a pledge to or for the benefit of the lenders
     under a Credit Facility) shall be deemed to be an incurrence of such
     Indebtedness by the Company or other obligor not permitted by this clause
     (4);

                 (5)    Indebtedness of a Restricted Subsidiary owing to the
     Company or another Restricted Subsidiary; PROVIDED, that (a) any
     disposition, pledge or transfer of any such Indebtedness to a Person (other
     than a disposition, pledge or transfer to the Company or a Restricted
     Subsidiary or a pledge to or for the benefit of the lenders under a Credit
     Facility) shall be deemed to be an incurrence of such Indebtedness by the
     obligor not permitted by this clause (5), and (b) any transaction pursuant
     to which any Restricted Subsidiary, which has Indebtedness owing to the
     Company or any other Restricted Subsidiary, ceases to be a Restricted
     Subsidiary shall be deemed to be the incurrence of Indebtedness by such
     Restricted Subsidiary that is not permitted by this clause (5);

                 (6)    guarantees of any Restricted Subsidiary of Indebtedness
     of the Company or any of its Restricted Subsidiaries which is permitted to
     be incurred under this Indenture, PROVIDED that such guarantees are made in
     accordance with the provisions of Section 1013;

                 (7)    obligations of the Company or any Restricted Subsidiary
     entered into in

                                     - 104 -


     the ordinary course of business for financial management and not for
     speculative purposes

                        (a)    pursuant to Interest Rate Agreements designed to
                 protect the Company or any Restricted Subsidiary against
                 fluctuations in interest rates in respect of Indebtedness of
                 the Company or any Restricted Subsidiary, or

                        (b)    under any Currency Hedging Agreements or
                 Commodity Price Protection Agreements;

                 (8)    Indebtedness of the Company or any Restricted Subsidiary
     represented by Capital Lease Obligations (whether or not incurred pursuant
     to Sale and Leaseback Transactions) or Purchase Money Obligations or other
     Indebtedness incurred or assumed in connection with the acquisition or
     development of real or personal, movable or immovable, property in each
     case incurred for the purpose of financing or refinancing all or any part
     of the purchase price or cost of construction or improvement of property
     used in the business of the Company, in an aggregate principal amount
     pursuant to this clause (8) not to exceed 4.0% of Consolidated Net Tangible
     Assets outstanding at any time; PROVIDED that the principal amount of any
     Indebtedness permitted under this clause (8) does not in each case at the
     time of incurrence exceed the Fair Market Value, as determined by the
     Company in good faith, of the acquired or constructed asset or improvement
     so financed;

                 (9)    Indebtedness of the Company or any of its Restricted
     Subsidiaries in connection with surety, performance, appeal or similar
     bonds, bankers' acceptances, completion guarantees or similar instruments
     pursuant to self-insurance and workers' compensation obligations; PROVIDED
     that, in each case contemplated by this clause (9), upon the drawing of
     such letters of credit or other instrument, such obligations are reimbursed
     within 30 days following such drawing; PROVIDED, FURTHER, that such
     Indebtedness is not in connection with the borrowing of money or the
     obtaining of advances or credit;

                 (10)   Indebtedness of the Company or any of its Restricted
     Subsidiaries arising from the honoring by a bank or other financial
     institution of a check, draft or similar instrument inadvertently (except
     in the case of daylight overdrafts) drawn against insufficient funds in the
     ordinary course of business; PROVIDED, HOWEVER, that such Indebtedness is
     extinguished within 10 Business Days of incurrence;

                 (11)   Indebtedness of the Company to the extent the net
     proceeds thereof are promptly deposited to defease the Securities as
     described under Article Four;

                 (12)   Indebtedness of the Company or any Restricted Subsidiary
     arising from agreements for indemnification or purchase price adjustment
     obligations or similar obligations, earn-outs, non-compete, consulting,
     deferred compensation or other similar obligations or from guarantees or
     letters of credit, surety bonds or performance bonds securing any
     obligation of the Company or a Restricted Subsidiary pursuant to such an
     agreement, in each case, incurred or assumed in connection with the
     acquisition or disposition of any business, assets or Capital Stock of a
     Restricted Subsidiary; PROVIDED that the maximum assumable liability in
     respect of all such obligations shall at no time exceed the gross proceeds
     actually paid or received by the Company and any Restricted Subsidiary,
     including the Fair Market Value of non-cash proceeds;

                                     - 105 -


                 (13)   any renewals, extensions, substitutions, refundings,
     refinancings or replacements (collectively, a "refinancing") of any
     Indebtedness incurred pursuant to paragraph (a) of this Section 1008 and
     clauses (2) and (3) of this paragraph (b) of this definition of "Permitted
     Indebtedness," including any successive refinancings so long as the
     borrower under such refinancing is the Company or, if not the Company, the
     same as the borrower of the Indebtedness being refinanced and the aggregate
     principal amount of Indebtedness represented thereby (or if such
     Indebtedness provides for an amount less than the principal amount thereof
     to be due and payable upon a declaration of acceleration of the maturity
     thereof, the original issue price of such Indebtedness plus any accreted
     value attributable thereto since the original issuance of such
     Indebtedness) is not increased by such refinancing plus the lesser of (a)
     the stated amount of any premium or other payment required to be paid in
     connection with such a refinancing pursuant to the terms of the
     Indebtedness being refinanced or (b) the amount of premium or other payment
     actually paid at such time to refinance the Indebtedness, plus, in either
     case, the amount of expenses of the Company incurred in connection with
     such refinancing and (1) in the case of any refinancing of Indebtedness
     that is Subordinated Indebtedness, such new Indebtedness is made
     subordinated to the Securities at least to the same extent as the
     Indebtedness being refinanced and (2) in the case of Pari Passu
     Indebtedness or Subordinated Indebtedness, as the case may be, such
     refinancing does not reduce the Average Life to Stated Maturity or the
     Stated Maturity of such Indebtedness;

                 (14)   Indebtedness of the Company and its Restricted
     Subsidiaries representing obligations under any employment arrangements to
     make payments with respect to the cancellation or repurchase of Capital
     Stock of the Company or its Restricted Subsidiaries in an aggregate
     principal amount not to exceed $5.0 million outstanding at any one time;

                 (15)   Indebtedness consisting of take or pay obligations
     contained in supply agreements entered into in the ordinary course of
     business;

                 (16)   Indebtedness of the Company consisting of inventory,
     furniture, fixtures and equipment buyback arrangements entered into in the
     ordinary course of business with the Company's Canadian drugstore
     franchisees;

                 (17)   any guarantees by the Company of Indebtedness of the
     Company's Canadian drugstore franchisees in an aggregate principal amount
     not to exceed $30.0 million at any one time; and

                 (18)   Indebtedness of the Company and its Restricted
     Subsidiaries in addition to that described in clauses (1) through (17)
     above, and any renewals, extensions, substitutions, refinancings or
     replacements of such Indebtedness, so long as the aggregate principal
     amount of all such Indebtedness shall not exceed $150.0 million outstanding
     at any one time in the aggregate.

          (c)    For purposes of determining compliance with this Section 1008,
in the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness permitted by this Section 1008, the Company in its
sole discretion shall classify or reclassify such item of Indebtedness and only
be required to include the amount of such Indebtedness as one of such types;
PROVIDED that Indebtedness under the Credit Agreement which is in existence
following the Issue Date, and any renewals, extensions, substitutions,
refundings, refinancings or replacements thereof, in an amount not in excess of
the amount permitted to be incurred pursuant to clause (1) of paragraph (b) of

                                     - 106 -


this Section 1008, shall be deemed to have been incurred pursuant to clause (1)
of paragraph (b) of this Section 1008 rather than paragraph (a) of this Section
1008. For clarity purposes, the Company may incur Indebtedness under a Credit
Facility in amounts after the Issue Date in excess of the amounts outstanding on
the Issue Date (or amounts committed thereunder) under any other paragraph of
this Section 1008.

          (d)    Indebtedness permitted by this Section 1008 need not be
permitted solely by reference to one provision permitting such Indebtedness but
may be permitted in part by one such provision and in part by one or more other
provisions of this Section 1008 permitting such Indebtedness.

          (e)    Accrual of interest, accretion or amortization of original
issue discount and the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, and the accretion or payment of
dividends on any Redeemable Capital Stock or Preferred Stock in the form of
additional shares of the same class of Redeemable Capital Stock or Preferred
Stock will not be deemed to be an incurrence of Indebtedness for purposes of
this Section 1008; PROVIDED, in each such case, that the amount thereof as
accrued is included in Consolidated Fixed Charge Coverage Ratio of the Company.

          (f)    For purposes of determining compliance with any U.S.
dollar-denominated restriction on the incurrence of Indebtedness denominated in
a different currency, the U.S. dollar-equivalent principal amount of such
Indebtedness incurred pursuant thereto shall be calculated based on the relevant
currency exchange rate in effect on the date that such Indebtedness was
incurred. Notwithstanding any other provision of this Section 1008, (a) the
maximum amount that the Company or a Restricted Subsidiary of the Company may
incur pursuant to this Section 1008 shall not be deemed to be exceeded, with
respect to outstanding Indebtedness, due solely to the result of fluctuations in
the exchange rates of currencies and (b) the Company or a Restricted Subsidiary
may refinance any Indebtedness originally incurred in a currency other than U.S.
dollars even if the U.S. dollar-equivalent principal amount of such Indebtedness
on the date of refinancing would exceed the maximum amount that the Company or a
Restricted Subsidiary could incur under the relevant basket of Permitted
Indebtedness.

          (g)    If Indebtedness is secured by a letter of credit that serves
only to secure such Indebtedness, then the total amount deemed incurred shall be
equal to the greater of (x) the principal of such Indebtedness and (y) the
amount that may be drawn under such letter of credit.

          (h)    The amount of Indebtedness issued at a price less than the
amount of the liability thereof shall be determined in accordance with GAAP.

     SECTION 1009. LIMITATION ON RESTRICTED PAYMENTS.

          (a)    The Company will not, and will not cause or permit any
Restricted Subsidiary to, directly or indirectly:

                 (1)    declare or pay any dividend on, or make any distribution
     to holders of, any shares of the Company's Capital Stock (other than
     dividends or distributions payable solely in shares of its Qualified
     Capital Stock or in options, warrants or other rights to acquire shares of
     such Qualified Capital Stock);

                                     - 107 -


                 (2)    purchase, redeem, defease or otherwise acquire or retire
     for value, directly or indirectly, the Company's Capital Stock or any
     Capital Stock of any Affiliate of the Company, including any Subsidiary of
     the Company (other than Capital Stock of any Restricted Subsidiary of the
     Company) or options, warrants or other rights to acquire such Capital
     Stock;

                 (3)    make any principal payment on, or repurchase, redeem,
     defease, retire or otherwise acquire for value, prior to any scheduled
     principal payment, sinking fund payment or maturity, any Subordinated
     Indebtedness, except a purchase, repurchase, redemption, defeasance or
     retirement within one year of final maturity thereof;

                 (4)    declare or pay any dividend or distribution on any
     Capital Stock of any Restricted Subsidiary to any Person (other than (a) to
     the Company or any of its Wholly Owned Restricted Subsidiaries or (b)
     dividends or distributions made by a Restricted Subsidiary on a pro rata
     basis to all stockholders of such Restricted Subsidiary); or

                 (5)    make any Investment in any Person (other than any
     Permitted Investments);

(any of the foregoing actions described in clauses (1) through (5) of paragraph
(a) of this Section 1009, other than any such action that is a Permitted Payment
(as defined below in this Section 1009), collectively, "Restricted Payments")
(the amount of any such Restricted Payment, if other than cash, shall be the
Fair Market Value of the assets proposed to be transferred, as determined by the
Board of Directors of the Company, whose determination shall be conclusive and
evidenced by a Board Resolution), unless

                 (1)    immediately after giving effect to such proposed
     Restricted Payment on a PRO FORMA basis, no Default or Event of Default
     shall have occurred and be continuing and such Restricted Payment shall not
     be an event which is, or after notice or lapse of time or both, would be,
     an "event of default" under the terms of any Indebtedness of the Company or
     its Restricted Subsidiaries;

                 (2)    immediately before and immediately after giving effect
     to such Restricted Payment on a PRO FORMA basis, the Company could incur
     $1.00 of additional Indebtedness (other than Permitted Indebtedness)
     pursuant to paragraph (a) of Section 1008; and

                 (3)    after giving effect to the proposed Restricted Payment,
     the aggregate amount of all such Restricted Payments declared or made after
     the date of this Indenture and all Designation Amounts does not exceed the
     sum of:

                        (A)    50% of the aggregate Consolidated Net Income of
                 the Company accrued on a cumulative basis during the period
                 beginning on June 1, 2004 and ending on the last day of the
                 Company's last fiscal quarter ending prior to the date of the
                 Restricted Payment (or, if such aggregate cumulative
                 Consolidated Net Income shall be a loss, minus 100% of such
                 loss);

                        (B)    the aggregate Net Cash Proceeds received after
                 the date of this Indenture by the Company either (1) as capital
                 contributions in the form of

                                     - 108 -


                 common equity to the Company or (2) from the issuance or sale
                 (other than to any of its Subsidiaries) of Qualified Capital
                 Stock of the Company or any options, warrants or rights to
                 purchase such Qualified Capital Stock of the Company (except,
                 in each case, to the extent such proceeds are used to purchase,
                 redeem or otherwise retire Capital Stock or Subordinated
                 Indebtedness as set forth below in clause (2) or (3) of
                 paragraph (b) of this Section 1009) (and excluding the Net Cash
                 Proceeds from the issuance of Qualified Capital Stock financed,
                 directly or indirectly, using funds borrowed from the Company
                 or any Subsidiary until and to the extent such borrowing is
                 repaid);

                        (C)    the aggregate Net Cash Proceeds received after
                 the date of this Indenture by the Company (other than from any
                 of its Subsidiaries) upon the exercise of any options, warrants
                 or rights to purchase Qualified Capital Stock of the Company
                 (and excluding the Net Cash Proceeds from the exercise of any
                 options, warrants or rights to purchase Qualified Capital Stock
                 financed, directly or indirectly, using funds borrowed from the
                 Company or any Subsidiary until and to the extent such
                 borrowing is repaid);

                        (D)    the aggregate Net Cash Proceeds received after
                 the date of this Indenture by the Company from the conversion
                 or exchange, if any, of debt securities or Redeemable Capital
                 Stock of the Company or its Restricted Subsidiaries into or for
                 Qualified Capital Stock of the Company plus, to the extent such
                 debt securities or Redeemable Capital Stock were issued after
                 the date of this Indenture, the aggregate of Net Cash Proceeds
                 from their original issuance (and excluding the Net Cash
                 Proceeds from the conversion or exchange of debt securities or
                 Redeemable Capital Stock financed, directly or indirectly,
                 using funds borrowed from the Company or any Subsidiary until
                 and to the extent such borrowing is repaid);

                        (E)    (a)     in the case of the disposition, repayment
                 or return of capital of any Investment constituting a
                 Restricted Payment (including any Investment in an Unrestricted
                 Subsidiary) made after the date of this Indenture, an amount
                 (to the extent not included in Consolidated Net Income) equal
                 to the lesser of the amount of the disposition or repayment or
                 return of capital with respect to such Investment and the
                 initial amount of such Investment, in either case, less the
                 cost of the disposition of such Investment and net of taxes,
                 and

                               (b)     in the case of the designation of an
                 Unrestricted Subsidiary as a Restricted Subsidiary (as long as
                 the designation of such Subsidiary as an Unrestricted
                 Subsidiary was deemed a Restricted Payment), the Fair Market
                 Value of the Company's interest in such Subsidiary, provided
                 that such amount shall not in any case exceed the amount of the
                 Restricted Payments deemed made at the time the Subsidiary was
                 designated as an Unrestricted Subsidiary and any Investments in
                 such Unrestricted Subsidiary after the date of such initial
                 designation; and

                        (F)    at any time after the extinguishment or
                 termination of any amount which previously qualified as a
                 Restricted Payment on account of any guarantee entered into by
                 the Company or any Restricted Subsidiary; PROVIDED that such

                                     - 109 -


                 guarantee has not been called upon and the obligation arising
                 under such guarantee no longer exists.

          (b)    Notwithstanding the foregoing, and in the case of clauses (2)
through (9) and (11) below, so long as no Default or Event of Default is
continuing or would arise therefrom, the foregoing provisions shall not prohibit
the following actions (each of clauses (1) through (7), (10) and (11) of
paragraph (b) of this Section 1009 being referred to as a "Permitted Payment"):

                 (1)    the payment of any dividend within 60 days after the
     date of declaration thereof, if at such date of declaration such payment
     was permitted by Section 1009(a) and such payment shall have been deemed to
     have been paid on such date of declaration and shall not have been deemed a
     "Permitted Payment" for purposes of the calculation required by Section
     1009(a);

                 (2)    the purchase, repurchase, redemption or other
     acquisition or retirement for value of any shares of any class of Capital
     Stock of the Company in exchange for (including any such exchange pursuant
     to the exercise of a conversion right or privilege in connection with which
     cash is paid in lieu of the issuance of fractional shares or scrip), or out
     of the Net Cash Proceeds of a substantially concurrent issuance and sale
     for cash, subject to notice and redemption periods (other than to a
     Subsidiary), of, other shares of Qualified Capital Stock of the Company;
     PROVIDED that the Net Cash Proceeds from the issuance of such shares of
     Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of
     this Section 1009;

                 (3)    the purchase, repurchase, redemption, defeasance,
     satisfaction and discharge, retirement or other acquisition for value or
     payment of principal of any Subordinated Indebtedness in exchange for, or
     in an amount not in excess of the Net Cash Proceeds of, a substantially
     concurrent issuance and sale for cash, subject to notice and redemption
     periods (other than to any Subsidiary of the Company), of any Qualified
     Capital Stock of the Company; PROVIDED that the Net Cash Proceeds from the
     issuance of such shares of Qualified Capital Stock are excluded from clause
     (3)(B) of paragraph (a) of this Section 1009;

                 (4)    the purchase, repurchase, redemption, defeasance,
     satisfaction and discharge, retirement, refinancing, acquisition for value
     or payment of principal of any Subordinated Indebtedness (other than
     Redeemable Capital Stock) (a "refinancing") through the substantially
     concurrent issuance of new Subordinated Indebtedness of the Company,
     subject to notice and redemption periods; PROVIDED that any such new
     Subordinated Indebtedness

                        (a)    shall be in a principal amount that does not
                 exceed the principal amount so refinanced (or, if such
                 Subordinated Indebtedness provides for an amount less than the
                 principal amount thereof to be due and payable upon a
                 declaration of acceleration thereof, then such lesser amount as
                 of the date of determination), plus the amount of any premium
                 or other payment required to be paid in connection with such a
                 refinancing pursuant to the terms of the Indebtedness being
                 refinanced, plus the amount of expenses of the Company incurred
                 in connection with such refinancing;

                        (b)    has an Average Life to Stated Maturity greater
                 than the remaining Average Life to Stated Maturity of the
                 Securities;

                                     - 110 -


                        (c)    has a Stated Maturity for its final scheduled
                 principal payment later than the Stated Maturity for the final
                 scheduled principal payment of the Securities; and

                        (d)    is expressly subordinated in right of payment to
                 the Securities at least to the same extent as the Subordinated
                 Indebtedness to be refinanced;

                 (5)    the repurchase of Capital Stock deemed to occur upon
     exercise of stock options to the extent that shares of such Capital Stock
     represent a portion of the exercise price of such options;

                 (6)    the payment of cash in lieu of the issuance of
     fractional shares in connection with the exercise of warrants, options or
     other securities convertible into or exercisable for Capital Stock of the
     Company;

                 (7)    the repurchase, redemption, or other acquisition or
     retirement for value of Redeemable Capital Stock of the Company made by
     exchange for, or out of the proceeds of the sale of within 30 days of
     Redeemable Capital Stock; PROVIDED that any such new Redeemable Capital
     Stock is issued in accordance with Section 1008(a) and has an aggregate
     liquidation preference that does not exceed the aggregate liquidation
     preference of the amount so refinanced;

                 (8)    payments or distributions to stockholders pursuant to
     appraisal rights required under applicable law in connection with any
     consolidation, merger or transfer of assets that complies with the
     provisions of Article Eight;

                 (9)    regular quarterly dividend payments to holders of any
     shares of the Company's Capital Stock in the ordinary course of business or
     purchases of the Company's Capital Stock, in an amount not to exceed $35.0
     million in the aggregate in any fiscal year;

                 (10)   any repayment or redemption of intercompany Subordinated
     Indebtedness; and

                 (11)   Restricted Payments, in addition to that described in
     clauses (1) through (10) above, not to exceed $50.0 million in the
     aggregate since the Issue Date.

     SECTION 1010. LIMITATION ON TRANSACTIONS WITH AFFILIATES.

          The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into any transaction
or series of related transactions (including, without limitation, the sale,
purchase, exchange or lease of assets, property or services) with or for the
benefit of any Affiliate of the Company (other than the Company or a Restricted
Subsidiary) unless such transaction or series of related transactions is entered
into in good faith and in writing and

                 (1)    such transaction or series of related transactions is on
     terms that are no less favorable to the Company or such Restricted
     Subsidiary, as the case may be, than those that would be available in a
     comparable transaction in arm's-length dealings with an unrelated third
     party,

                                     - 111 -


                 (2)    with respect to any transaction or series of related
     transactions involving aggregate value in excess of $10.0 million,

                        (a)    the Company delivers an Officers' Certificate to
                 the Trustee certifying that such transaction or series of
                 related transactions complies with clause (1) above, and

                        (b)    such transaction or series of related
                 transactions has been approved by a majority of the
                 Disinterested Directors of the Board of Directors of the
                 Company, or in the event there is only one Disinterested
                 Director, by such Disinterested Director, or

                 (3)    with respect to any transaction or series of related
     transactions involving an aggregate value in excess of $50.0 million, the
     Company delivers to the Trustee a written opinion of an investment banking
     firm of national standing in the United States or Canada or other
     recognized independent expert with experience appraising the terms and
     conditions of the type of transaction or series of related transactions for
     which an opinion is required stating that the transaction or series of
     related transactions is fair to the Company or such Restricted Subsidiary
     from a financial point of view;

PROVIDED, HOWEVER, that this provision shall not apply to: (i) employee benefit
arrangements with any officer or director of the Company, including under any
stock option or stock incentive plans, and customary indemnification
arrangements with officers or directors of the Company, in each case entered
into in the ordinary course of business, (ii) any Restricted Payments made in
compliance with Section 1009 above, (iii) transactions effected as part of a
Permitted Securitization Transaction, (iv) any fees paid or expenses reimbursed
to to directors in the ordinary course in their capacity as such, (v) any sale
or issuance of Qualified Capital Stock to Affiliates of the Company and (vi)
transactions entered into in the ordinary course of business with Affiliates of
the Company who are Canadian drugstore franchisees, whether currently owned or
after-acquired, in their capacities as such, for purposes of (a) purchase and
sale of inventory for the related franchises, or (b) entering into the inventory
buyback or guarantee arrangements described under clauses (16) and (17) of the
definition of "Permitted Indebtedness".

     SECTION 1011. LIMITATION ON LIENS.

          The Company will not, and will not cause or permit any Restricted
Subsidiary to, directly or indirectly, create, incur or affirm any Lien (other
than Permitted Liens) of any kind upon any property or assets (including any
intercompany notes) securing obligations or liabilities of the Company or any
Restricted Subsidiary owed on the date of this Indenture or acquired after the
date of this Indenture, or assign or convey any right to receive any income or
profits therefrom, unless the Securities (or a Guarantee in the case of Liens of
a Guarantor) are directly secured equally and ratably with (or, in the case of
Subordinated Indebtedness, prior or senior thereto, with the same relative
priority as the Securities shall have with respect to such Subordinated
Indebtedness) the obligation or liability secured by such Lien except for any
Permitted Liens.

          Notwithstanding the foregoing, any Lien securing the Securities
granted pursuant to this covenant shall be automatically and unconditionally
released and discharged upon the release of any Lien described above on the
property or assets of the Company or any Restricted Subsidiary (including any
deemed release upon payment in full of all obligations secured by such Lien), at
the time of release

                                     - 112 -


of such Lien on the property or assets of the Company or such Restricted
Subsidiary, or upon any sale, exchange or transfer to any Person not an
Affiliate of the Company of the property or assets secured by such Lien, or of
all of the Capital Stock held by the Company or any Restricted Subsidiary in, or
all or substantially all the assets of, any Restricted Subsidiary that owns the
property or assets subject to such Lien.

     SECTION 1012. LIMITATION ON SALE OF ASSETS.

          (a)    The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale
unless (1) at least 75% of the consideration from such Asset Sale other than
Asset Swaps is received in cash and (2) the Company or such Restricted
Subsidiary receives consideration at the time of such Asset Sale at least equal
to the Fair Market Value of the shares or assets subject to such Asset Sale (as
determined by the Board of Directors of the Company and evidenced in a Board
Resolution).

          For purposes of Section (a)(1) of this Section 1012, the following
will be deemed to be cash: (A) the amount of any Senior Indebtedness of the
Company or any Restricted Subsidiary that is actually assumed by the transferee
in such Asset Sale and from which the Company and the Restricted Subsidiaries
are fully and unconditionally released (excluding any liabilities that are
incurred in connection with or in anticipation of such Asset Sale and contingent
liabilities), (B) the amount of any notes, securities or other similar
obligations received by the Company or any Restricted Subsidiary from such
transferee that are immediately converted, sold or exchanged (or are converted,
sold or exchanged within 30 days of the related Asset Sale) by the Company or
the Restricted Subsidiaries into cash in an amount equal to the Net Cash
Proceeds realized upon such conversion, sale or exchange and (C) the amount of
any Designated Non-cash Consideration received by the Company or any Restricted
Subsidiaries in such Asset Sale.

          With respect to an Asset Swap constituting an Asset Sale, the Company
or any Restricted Subsidiary shall be required to receive in cash an amount
equal to 75% of the proceeds of the Asset Sale which do not consist of like-kind
assets acquired with the Asset Swap.

          (b)    All or a portion of the Net Cash Proceeds of any Asset Sale may
be applied by the Company or a Restricted Subsidiary, to the extent the Company
or such Restricted Subsidiary elects (or is required by the terms of any
Indebtedness under the Credit Agreement):

                 (i)    to prepay permanently or repay permanently any Senior
     Indebtedness or Indebtedness of Restricted Subsidiaries that are not
     Guarantors then outstanding (PROVIDED, HOWEVER, that in the case of any
     such Indebtedness repaid under a revolving credit facility, such amounts
     may be reborrowed), or

                 (ii)   if the Company determines not to apply such Net Cash
     Proceeds to the permanent repayment or permanent prepayment of such
     Indebtedness, or if no such Indebtedness is then outstanding, within 365
     days of the Asset Sale, to invest the Net Cash Proceeds in properties
     (including, without limitation, capital expenditures with respect to
     improving existing assets) and other assets that (as determined by the
     Board of Directors of the Company) replace the properties and assets that
     were the subject of the Asset Sale or in properties and assets that will be
     used in the businesses of the Company or its Restricted Subsidiaries
     (including pursuant to capital expenditures).

                                     - 113 -


          The amount of such Net Cash Proceeds not used or invested in
accordance with the preceding clauses (i) and (ii) within 365 days of the Asset
Sale constitutes "Excess Proceeds."

          (c)    When the aggregate amount of Excess Proceeds exceeds $30.0
million or more, the Company will make offers to purchase the Securities (in the
amount described in clause (i) below) and any other Pari Passu Indebtedness
outstanding with similar provisions requiring the Company to make an offer to
purchase such Pari Passu Indebtedness with the proceeds from any Asset Sale and
will apply the Excess Proceeds to the repayment of the Securities and such Pari
Passu Indebtedness of the respective holders thereof accepting the offers, as
follows:

                 (i)    the Company will make an offer to purchase (an "Offer")
     from all Holders of the Securities in accordance with the procedures set
     forth in this Indenture in the maximum principal amount (expressed as a
     multiple of $1,000) of Securities that may be purchased out of an amount
     (the "Security Amount") equal to the product of such Excess Proceeds
     multiplied by a fraction, the numerator of which is the outstanding
     principal amount of the Securities, and the denominator of which is the sum
     of the outstanding principal amount (or accreted value in the case of
     Indebtedness issued with original issue discount) of the Securities and
     such Pari Passu Indebtedness (subject to proration in the event such amount
     is less than the aggregate Offered Price (as defined below) of all
     Securities tendered), PROVIDED, however, that notwithstanding anything else
     in this Section 1012 any such Offer may be delayed until after the
     consummation of any similar offer to purchase required to be conducted
     pursuant to the Senior Securities Indenture or other Senior Indebtedness
     and any amounts used to repay or repurchase Senior Indebtedness shall be
     excluded from the calculation of Excess Proceeds for the purposes of the
     Offer; and

                 (ii)   to the extent required by such Pari Passu Indebtedness
     to permanently reduce the principal amount of such Pari Passu Indebtedness
     (or accreted value in the case of Indebtedness issued with original issue
     discount), the Company will make an offer to purchase or otherwise
     repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an
     amount (the "Pari Passu Debt Amount") equal to the excess of the Excess
     Proceeds over the Security Amount; PROVIDED that in no event will the
     Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount
     exceeding the principal amount (or accreted value) of such Pari Passu
     Indebtedness plus the amount of any premium required to be paid to
     repurchase such Pari Passu Indebtedness.

The offer price for the Securities will be payable in cash in an amount equal to
100% of the principal amount of the Securities plus accrued and unpaid interest,
if any, to the date (the "Offer Date") such Offer is consummated (the "Offered
Price"), in accordance with the procedures set forth in this Indenture. To the
extent that the aggregate Offered Price of the Securities tendered pursuant to
the Offer is less than the Security Amount relating thereto or the aggregate
amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is
less than the Pari Passu Debt Amount, the Company may use any remaining Excess
Proceeds for general corporate purposes, subject to the other covenants
contained in this Indenture. If the aggregate principal amount of (i) the
Securities surrendered by Holders thereof to the Trustee and (ii) Pari Passu
Indebtedness surrendered by Holders thereof to the Company exceeds the amount of
Excess Proceeds (as determined by the Company and set forth on an Officers'
Certificate delivered to the Trustee) the Trustee shall select the Securities to
be purchased on a pro rata basis. Upon the completion of the purchase of all the
Securities tendered pursuant to an Offer and the completion of a Pari Passu
Offer, the amount of Excess Proceeds, if any, shall be reset at zero.

                                     - 114 -


          (d)    If the Company becomes obligated to make an Offer pursuant to
paragraph (c) above, the Securities and the Pari Passu Indebtedness of the
respective holders thereof accepting such Offer shall be purchased by the
Company in whole or in part in integral multiples of $1,000, on a date that is
not earlier than 30 days and not later than 60 days from the date the notice of
the Offer is given to holders, or such later date as may be necessary for the
Company to comply with the requirements under the Exchange Act.

          (e)    The Company will comply with the applicable tender offer rules,
including Rule 14e-1 under the Exchange Act, and any other applicable securities
laws or regulations in connection with an Offer.

          (f)    Subject to paragraph (e) above, within 30 days after the date
on which the amount of Excess Proceeds equals or exceeds $15 million, the
Company shall send or cause to be sent by first-class mail, postage prepaid, to
the Trustee and to each Holder, at his address appearing in the Security
Register, a notice stating or including:

                 (1)    that the Holder has the right to require the Company to
     repurchase, subject to proration, such Holder's Securities at the Offered
     Price;

                 (2)    the Offer Date;

                 (3)    the instructions a Holder must follow in order to have
     his Securities purchased in accordance with paragraph (c) of this Section
     1012;

                 (4)    the Offered Price;

                 (5)    the names and addresses of the Paying Agent and the
     offices or agencies referred to in Section 1002;

                 (6)    that Securities must be surrendered prior to the Offer
     Date to the Paying Agent at the office of the Paying Agent or to an office
     or agency referred to in Section 1002 to collect payment;

                 (7)    that any Securities not tendered will continue to accrue
     interest and that unless the Company defaults in the payment of the Offered
     Price, any Security accepted for payment pursuant to the Offer shall cease
     to accrue interest on and after the Offer Date;

                 (8)    the procedures for withdrawing a tender; and

                 (9)    that the Offered Price for any Security which has been
     properly tendered and not withdrawn and which has been accepted for payment
     pursuant to the Offer will be paid promptly following the Offer Date.

          (g)    Holders electing to have Securities purchased hereunder will be
required to surrender such Securities at the address specified in the notice
prior to the Offer Date. Holders will be entitled to withdraw their election to
have their Securities purchased pursuant to this Section 1012 if the Company
receives, not later than one Business Day prior to the Offer Date, a telegram,
telex, facsimile transmission or letter setting forth (1) the name of the
Holder, (2) the certificate number of the Security in respect of which such
notice of withdrawal is being submitted, (3) the principal amount of the
Security (which shall be $1,000 or an integral multiple thereof) delivered for
purchase by the

                                     - 115 -


Holder as to which his election is to be withdrawn, (4) a statement that such
Holder is withdrawing his election to have such principal amount of such
Security purchased, and (5) the principal amount, if any, of such Security
(which shall be $1,000 or an integral multiple thereof) that remains subject to
the original notice of the Offer and that has been or will be delivered for
purchase by the Company.

          (h)    The Company shall (i) not later than the Offer Date, accept for
payment Securities or portions thereof tendered pursuant to the Offer, (ii) not
later than 10:00 a.m. (New York time) on the Offer Date, deposit with the
Trustee or with a Paying Agent an amount of money in same day funds sufficient
to pay the aggregate Offered Price of all the Securities or portions thereof
which are to be purchased on that date and (iii) not later than 10:00 a.m. (New
York time) on the Offer Date, deliver to the Paying Agent an Officers'
Certificate stating the Securities or portions thereof accepted for payment by
the Company. The Paying Agent shall promptly mail or deliver to Holders of
Securities so accepted payment in an amount equal to the Offered Price of the
Securities purchased from each such Holder, and the Company shall execute and
the Trustee shall promptly authenticate and mail or deliver to such Holders a
new Security equal in principal amount to any unpurchased portion of the
Security surrendered. Any Securities not so accepted shall be promptly mailed or
delivered by the Paying Agent at the Company's expense to the Holder thereof.
For purposes of this Section 1012, the Company shall choose a Paying Agent which
shall not be the Company.

          Subject to applicable escheat laws, the Trustee and the Paying Agent
shall return to the Company any cash that remains unclaimed, together with
interest, if any, thereon, held by them for the payment of the Offered Price;
PROVIDED, HOWEVER, that (x) to the extent that the aggregate amount of cash
deposited by the Company with the Trustee in respect of an Offer exceeds the
aggregate Offered Price of the Securities or portions thereof to be purchased,
then the Trustee shall hold such excess for the Company and (y) unless otherwise
directed by the Company in writing, promptly after the Business Day following
the Offer Date the Trustee shall return any such excess to the Company together
with interest or dividends, if any, thereon.

          (i)    Securities to be purchased shall, on the Offer Date, become due
and payable at the Offered Price and from and after such date (unless the
Company shall default in the payment of the Offered Price) such Securities shall
cease to bear interest. Such Offered Price shall be paid to such Holder promptly
following the later of the Offer Date and the time of delivery of such Security
to the relevant Paying Agent at the office of such Paying Agent by the Holder
thereof in the manner required. Upon surrender of any such Security for purchase
in accordance with the foregoing provisions, such Security shall be paid by the
Company at the Offered Price; PROVIDED, HOWEVER, that installments of interest
whose Stated Maturity is on or prior to the Offer Date shall be payable to the
Person in whose name the Securities (or any Predecessor Securities) is
registered as such on the relevant Regular Record Dates according to the terms
and the provisions of Section 309; PROVIDED, FURTHER, that Securities to be
purchased are subject to proration in the event the Excess Proceeds are less
than the aggregate Offered Price of all Securities tendered for purchase, with
such adjustments as may be appropriate by the Trustee so that only Securities in
denominations of $1,000 or integral multiples thereof, shall be purchased. If
any Security tendered for purchase shall not be so paid upon surrender thereof
by deposit of funds with the Trustee or a Paying Agent in accordance with
paragraph (h) above, the principal thereof (and premium, if any, thereon) shall,
until paid, bear interest from the Offer Date at the rate borne by such
Security. Any Security that is to be purchased only in part shall be surrendered
to a Paying Agent at the office of such Paying Agent (with, if the Company, the
Security Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar or the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute and the

                                     - 116 -


Trustee shall authenticate and deliver to the Holder of such Security, without
service charge, one or more new Securities of any authorized denomination as
requested by such Holder in an aggregate principal amount equal to, and in
exchange for, the portion of the principal amount of the Security so surrendered
that is not purchased. The Company shall publicly announce the results of the
Offer on or as soon as practicable after the Offer Date.

     SECTION 1013. LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS.

          (a)    The Company will not cause or permit any Restricted Subsidiary
(which is not a Guarantor), directly or indirectly, to guarantee, assume or in
any other manner become liable with respect to any Indebtedness of the Company
or any Restricted Subsidiary or become directly liable under any Indebtedness
pursuant to clause (1) of the definition of "Permitted Indebtedness" unless such
Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture to this Indenture providing for a Guarantee of the Securities on the
same terms as the guarantee of such Indebtedness except that

                 (1)    such guarantee need not be secured unless required
     pursuant to Section 1011;

                 (2)    if such Indebtedness is by its terms expressly
     subordinated to the Securities, any such assumption, guarantee or other
     liability of such Restricted Subsidiary with respect to such Indebtedness
     shall be subordinated to such Restricted Subsidiary's Guarantee of the
     Securities at least to the same extent as such Indebtedness is subordinated
     to the Securities; and

                 (3)    if such Indebtedness constitutes Senior Indebtedness,
     such Restricted Subsidiary's Guarantee of the Securities may be
     subordinated to any such assumption, guarantee or other liability of such
     Restricted Subsidiary with respect to such Senior Indebtedness at least to
     the same extent as the Securities are subordinated to such Senior
     Indebtedness.

          (b)    Notwithstanding the foregoing, any Guarantee by a Restricted
Subsidiary of the Securities shall provide by its terms that it (and all Liens
securing the same) shall be automatically and unconditionally released and
discharged upon

                 (1)    any sale, exchange or transfer, to any Person not an
     Affiliate of the Company, of all of the Company's Capital Stock in, or all
     or substantially all the assets of, such Restricted Subsidiary, or the
     designation of such Restricted Subsidiary as an Unrestricted Subsidiary,
     which transaction is in compliance with the terms of this Indenture and
     such Restricted Subsidiary is released from all guarantees, if any, by it
     of other Indebtedness of the Company or any Restricted Subsidiaries; and

                 (2)    with respect to any Guarantees created after the date of
     this Indenture, the release by the holders of the Indebtedness of the
     Company described in clause (a) above of their security interest or their
     guarantee by such Restricted Subsidiary (including any deemed release upon
     payment in full of all obligations under such Indebtedness), at such time
     as (A) no other Indebtedness of the Company has been secured or guaranteed
     by such Restricted Subsidiary, as the case may be, or (B) the holders of
     all such other Indebtedness which is secured or guaranteed by such
     Restricted Subsidiary also release their security interest in or

                                     - 117 -


     guarantee by such Restricted Subsidiary (including any deemed release upon
     payment in full of all obligations under such Indebtedness);

                 (3)    the defeasance of the Securities as provided under
     Section 402 or Section 403 or satisfaction and discharge of the Securities
     as provided under Article Twelve; or

                 (4)    the dissolution or liquidation of a Guarantor that is
     permitted under this Indenture.

     SECTION 1014. PURCHASE OF SECURITIES UPON A CHANGE OF CONTROL.

          (a)    If a Change of Control occurs, the Company shall be obligated
to make an offer (the "Change of Control Offer") to purchase all of the
Securities. In the Change of Control Offer, the Company will offer to purchase
all of the Securities, at a purchase price (the "Change of Control Purchase
Price") in cash in an amount equal to 101% of the principal amount of such
Securities, plus accrued and unpaid interest, if any, to the date of purchase
(the "Change of Control Purchase Date") (subject to the rights of Holders of
record on relevant record dates to receive interest due on an Interest Payment
Date).

          (b)    Within 30 days of any Change of Control or, at the Company's
option, prior to such Change of Control but after it is publicly announced, the
Company must notify the Trustee and give written notice (a "Change of Control
Purchase Notice") of the Change of Control to each Holder of Securities, by
first-class mail, postage prepaid, at such Holder's address appearing in the
Security Register. The Change of Control Purchase Notice must state, among other
things:

                 (1)    that a Change of Control has occurred or will occur, the
     date of such event, and that such Holder has the right to require the
     Company to repurchase such Holder's Securities at the Change of Control
     Purchase Price;

                 (2)    that the Change of Control Offer is being made pursuant
     to this Section 1014 and that all Securities properly tendered pursuant to
     the Change of Control Offer and not withdrawn will be accepted for payment
     at the Change of Control Purchase Price and be paid promptly following the
     Change of Control Purchase Date;

                 (3)    the Change of Control Purchase Date, which shall be
     fixed by the Company on a Business Day no earlier than 30 days nor later
     than 60 days from the date such notice is mailed, or such later date as is
     necessary to comply with requirements under the Exchange Act; PROVIDED that
     the Change of Control Purchase Date may not occur prior to the Change of
     Control;

                 (4)    the Change of Control Purchase Price;

                 (5)    the names and addresses of the Paying Agent and the
     offices or agencies referred to in Section 1002;

                 (6)    that Securities must be surrendered on or prior to the
     Change of Control Purchase Date to the Paying Agent at the office of the
     Paying Agent or to an office or agency referred to in Section 1002 to
     collect payment;

                 (7)    that any Security not tendered will continue to accrue
     interest;

                                     - 118 -


                 (8)    that, unless the Company defaults in the payment of the
     Change of Control Purchase Price, any Securities accepted for payment
     pursuant to the Change of Control Offer shall cease to accrue interest
     after the Change of Control Purchase Date; and

                 (9)    other procedures that a holder of Securities must follow
     to accept a Change of Control Offer or to withdraw acceptance of the Change
     of Control Offer.

          (c)    Upon receipt by the Company of the proper tender of Securities,
the Holder of the Security in respect of which such proper tender was made shall
(unless the tender of such Security is properly withdrawn) thereafter be
entitled to receive solely the Change of Control Purchase Price with respect to
such Security. Upon surrender of any such Security for purchase in accordance
with the foregoing provisions, such Security shall be paid by the Company at the
Change of Control Purchase Price; PROVIDED, HOWEVER, that installments of
interest whose Stated Maturity is on or prior to the Change of Control Purchase
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such on the relevant Regular Record Dates
according to the terms and the provisions of Section 309. If any Security
tendered for purchase in accordance with the provisions of this Section 1014
shall not be so paid upon surrender thereof, the principal thereof (and premium,
if any, thereon) shall, until paid, bear interest from the Change of Control
Purchase Date at the rate borne by such Security. Holders electing to have
Securities purchased will be required to surrender such Securities to the Paying
Agent at the address specified in the Change of Control Purchase Notice at least
one Business Day prior to the Change of Control Purchase Date. Any Security that
is to be purchased only in part shall be surrendered to a Paying Agent at the
office of such Paying Agent (with, if the Company, the Security Registrar or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Security Registrar or the Trustee, as
the case may be, duly executed by, the Holder thereof or such Holder's attorney
duly authorized in writing), and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
one or more new Securities of any authorized denomination as requested by such
Holder in an aggregate principal amount equal to, and in exchange for, the
portion of the principal amount of the Security so surrendered that is not
purchased.

          (d)    The Company shall (i) not later than the Change of Control
Purchase Date, accept for payment Securities or portions thereof tendered
pursuant to the Change of Control Offer, (ii) not later than 10:00 a.m. (New
York time) on the Business Day following the Change of Control Purchase Date,
deposit with the Trustee or with a Paying Agent an amount of money in same day
funds sufficient to pay the aggregate Change of Control Purchase Price of all
the Securities or portions thereof which have been so accepted for payment and
(iii) not later than 10:00 a.m. (New York time) on the Business Day following
the Change of Control Purchase Date, deliver to the Paying Agent an Officers'
Certificate stating the Securities or portions thereof accepted for payment by
the Company. The Paying Agent shall promptly mail or deliver to Holders of
Securities so accepted payment in an amount equal to the Change of Control
Purchase Price of the Securities purchased from each such Holder, and the
Company shall execute and the Trustee shall promptly authenticate and mail or
deliver to such Holders a new Security equal in principal amount to any
unpurchased portion of the Security surrendered. Any Securities not so accepted
shall be promptly mailed or delivered by the Paying Agent at the Company's
expense to the Holder thereof. The Company will publicly announce the results of
the Change of Control Offer on the Change of Control Purchase Date. For purposes
of this Section 1014, the Company shall choose a Paying Agent which shall not be
the Company.

                                     - 119 -


          (e)    A tender made in response to a Change of Control Purchase
Notice may be withdrawn if the Company receives, not later than one Business Day
prior to the Change of Control Purchase Date, a telegram, telex, facsimile
transmission or letter, specifying, as applicable:

                 (1)    the name of the Holder;

                 (2)    the certificate number of the Security in respect of
     which such notice of withdrawal is being submitted;

                 (3)    the principal amount of the Security (which shall be
     $1,000 or an integral multiple thereof) delivered for purchase by the
     Holder as to which such notice of withdrawal is being submitted;

                 (4)    a statement that such Holder is withdrawing his election
     to have such principal amount of such Security purchased; and

                 (5)    the principal amount, if any, of such Security (which
     shall be $1,000 or an integral multiple thereof) that remains subject to
     the original Change of Control Purchase Notice and that has been or will be
     delivered for purchase by the Company.

          (f)    Subject to applicable escheat laws, the Trustee and the Paying
Agent shall return to the Company any cash that remains unclaimed, together with
interest or dividends, if any, thereon, held by them for the payment of the
Change of Control Purchase Price; PROVIDED, HOWEVER, that, (x) to the extent
that the aggregate amount of cash deposited by the Company pursuant to clause
(ii) of paragraph (d) above exceeds the aggregate Change of Control Purchase
Price of the Securities or portions thereof to be purchased, then the Trustee
shall hold such excess for the Company and (y) unless otherwise directed by the
Company in writing, promptly after the Business Day following the Change of
Control Purchase Date the Trustee shall return any such excess to the Company
together with interest, if any, thereon.

          (g)    The Company will comply with the applicable tender offer rules,
including Rule 14e-1 under the Exchange Act, and any other applicable securities
laws or regulations in connection with a Change of Control Offer.

          (h)    In the event that at the time of such Change of Control the
terms of any Senior Indebtedness restrict or prohibit the repurchase of
Securities pursuant to this Section 1014, then prior to the mailing of the
Change of Control Purchase Notice but in any event within 30 days following any
Change of Control, the Company shall (i) repay in full all such Senior
Indebtedness or offer to repay in full all such Senior Indebtedness and repay
such Senior Indebtedness of each lender or holder who has accepted such offer or
(ii) obtain the requisite consent under such Senior Indebtedness to permit the
repurchase of the Securities as provided for in Section 1014(d).

          (i)    Notwithstanding the foregoing, the Company will not be required
to make a Change of Control Offer upon a Change of Control if a third party
makes the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Indenture applicable to a
Change of Control Offer made by the Company and purchases all the Securities
validly tendered and not withdrawn under such Change of Control Offer.

                                     - 120 -


     SECTION 1015. LIMITATION ON SUBSIDIARY PREFERRED STOCK.

          (a)    The Company will not permit any Restricted Subsidiary of the
Company to issue, sell or transfer any Preferred Stock, except for (1) Preferred
Stock issued or sold to, held by or transferred to the Company or a Wholly Owned
Restricted Subsidiary, and (2) Preferred Stock issued by a Person prior to the
time (A) such Person becomes a Restricted Subsidiary, (B) such Person merges
with or into a Restricted Subsidiary or (C) a Restricted Subsidiary merges with
or into such Person; PROVIDED that such Preferred Stock was not issued or
incurred by such Person in anticipation of the type of transaction contemplated
by subclause (A), (B) or (C). This paragraph (a) shall not apply upon the
acquisition of all the outstanding Capital Stock of such Restricted Subsidiary
in accordance with the terms of this Indenture.

          (b)    The Company will not permit any Person (other than the Company
or a Wholly Owned Restricted Subsidiary) to acquire Preferred Stock of any
Restricted Subsidiary from the Company or any Restricted Subsidiary, except upon
the acquisition of all the outstanding Capital Stock of such Restricted
Subsidiary in accordance with the terms of this Indenture.

     SECTION 1016. LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS
AFFECTING RESTRICTED SUBSIDIARIES.

          (a)    The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to

                 (1)    pay dividends or make any other distribution on its
     Capital Stock;

                 (2)    pay any Indebtedness owed to the Company or any other
     Restricted Subsidiary;

                 (3)    make any Investment in the Company or any other
     Restricted Subsidiary; or

                 (4)    transfer any of its properties or assets to the Company
     or any other Restricted Subsidiary.

          (b)    However, paragraph (a) of this Section 1016 will not prohibit
any

                 (1)    encumbrance or restriction pursuant to (x) an agreement
     (other than the Credit Agreement and the related documentation) in effect
     on the date of this Indenture, (y) the Credit Agreement and related
     documentation in effect on the date of this Indenture and (z) the Senior
     Securities and the Senior Securities Indenture, and any amendments,
     modifications, or supplements to the documents described in (x), (y) or (z)
     that are not, on the whole, materially less favorable to the Holders of the
     Securities than those in effect on the date of this Indenture;

                 (2)    encumbrance or restriction with respect to a Restricted
     Subsidiary that is not a Restricted Subsidiary of the Company on the date
     of this Indenture, in existence at the time such Person becomes a
     Restricted Subsidiary of the Company and not incurred in connection with,
     or in contemplation of, such Person becoming a Restricted Subsidiary,
     PROVIDED that such encumbrances and restrictions are not applicable to the
     Company or any Restricted Subsidiary or the properties or assets of the
     Company or any Restricted Subsidiary

                                     - 121 -


     other than such Subsidiary which is becoming a Restricted Subsidiary;

                 (3)    encumbrance or restriction pursuant to any agreement
     governing any Indebtedness permitted by paragraph (b)(8) of Section 1008 as
     to the assets financed with the proceeds of such Indebtedness;

                 (4)    encumbrance or restriction contained in any Acquired
     Indebtedness or other agreement of any entity or related to assets acquired
     by or merged into or consolidated with the Company or any Restricted
     Subsidiaries, so long as such encumbrance or restriction (A) was not
     entered into in contemplation of the acquisition, merger or consolidation
     transaction, and (B) is not applicable to any Person, or the properties or
     assets of any Person, other than the Person, or the property or assets of
     the Person, so acquired, so long as the agreement containing such
     restriction does not violate any other provision of this Indenture;

                 (5)    encumbrance or restriction existing under applicable law
     or any requirement of any governmental or regulatory body;

                 (6)    Liens securing Indebtedness otherwise permitted to be
     incurred under the provisions of Section 1011 that limit the right of the
     debtor to dispose of the assets subject to such Liens;

                 (7)    customary non-assignment provisions in leases, permits,
     licenses or contracts;

                 (8)    customary restrictions contained in (A) asset sale
     agreements permitted to be incurred under Section 1012 that limit the
     transfer of such assets or otherwise impose limitations pending the closing
     of such sale and (B) any other agreement for the sale or other disposition
     of a Restricted Subsidiary that restricts distributions by that Restricted
     Subsidiary pending its sale or other disposition;

                 (9)    restrictions on cash or other deposits or net worth
     imposed by customers under contracts entered into in the ordinary course of
     business;

                 (10)   any agreement or instrument placing contractual
     restrictions applicable only to a Securitization Entity effected in
     connection with, or Liens on receivables or related assets which are the
     subject of, a Permitted Securitization Transaction;

                 (11)   customary restrictions imposed by the terms of joint
     venture agreements; PROVIDED, HOWEVER, such restrictive terms do not apply
     to any Restricted Subsidiaries other than the applicable joint venture;
     PROVIDED FURTHER, HOWEVER, that such restrictions do not materially impact
     the ability of the Company to make payments on the Securities when due as
     required by the terms of this Indenture; and PROVIDED FURTHER, HOWEVER,
     that the Consolidated Net Tangible Assets of all such joint ventures on the
     date of entering into any such joint venture or making additional
     Investments in such joint venture shall not exceed 3.0% of the Consolidated
     Net Tangible Assets of the Company and its Restricted Subsidiaries
     outstanding on the date of entering into, or additional Investments in,
     such joint venture; and

                 (12)   under any agreement that extends, renews, refinances or
     replaces the agreements containing the encumbrances or restrictions in the
     foregoing clauses (1) through (11), or in this clause (12), PROVIDED that
     the terms and conditions of any such encumbrances or

                                     - 122 -


     restrictions are not more restrictive in any material respect taken as a
     whole than those under or pursuant to the agreement evidencing the
     Indebtedness so extended, renewed, refinanced or replaced.

     SECTION 1017. LIMITATION ON UNRESTRICTED SUBSIDIARIES.

          The Company may designate after the Issue Date any Subsidiary (other
than a Guarantor) as an "Unrestricted Subsidiary" under this Indenture (a
"Designation") only if:

          (a)    no Default shall have occurred and be continuing at the time of
or after giving effect to such Designation;

          (b)    the Company would not be prohibited from making an Investment
(other than a Permitted Investment) at the time of Designation (assuming the
effectiveness of such Designation) pursuant to paragraph (a) of Section 1009
hereof in an amount (the "Designation Amount") equal to the greater of (1) the
net book value of the Company's interest in such Subsidiary calculated in
accordance with GAAP or (2) the Fair Market Value of the Company's interest in
such Subsidiary as determined in good faith by the Company's Board of Directors;

          (c)    the Company would be permitted to incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in accordance with paragraph
(a) of Section 1008 hereof at the time of such Designation (assuming the
effectiveness of such Designation);

          (d)    such Unrestricted Subsidiary does not own any Capital Stock in
any Restricted Subsidiary of the Company which is not simultaneously being
designated an Unrestricted Subsidiary; and

          (e)    such Unrestricted Subsidiary is not liable, directly or
indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary
Indebtedness, PROVIDED that an Unrestricted Subsidiary may provide a Guarantee
for the Securities.

          In the event of any such Designation, the Company shall be deemed to
have made an Investment constituting a Restricted Payment pursuant to Section
1009 hereof for all purposes of this Indenture in the Designation Amount.

          The Company shall not and shall not cause or permit any Restricted
Subsidiary to at any time

          (a)    provide credit support for, guarantee or subject any of its
property or assets (other than the Capital Stock of any Unrestricted Subsidiary)
to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary
(including any undertaking, agreement or instrument evidencing such
Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or

          (b)    be directly or indirectly liable for any Indebtedness of any
Unrestricted Subsidiary.

          For purposes of the foregoing, the Designation of a Subsidiary of the
Company as an Unrestricted Subsidiary shall be deemed to be the Designation of
all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless
so designated as an Unrestricted Subsidiary, any Person that becomes a
Subsidiary of the Company will be classified as a Restricted Subsidiary.

                                     - 123 -


          The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") if:

          (a)    no Default shall have occurred and be continuing at the time of
or after giving effect to such Revocation;

          (b)    all Liens and Indebtedness of such Unrestricted Subsidiary
outstanding immediately following such Revocation would, if incurred at such
time, have been permitted to be incurred for all purposes of this Indenture; and

          (c)    unless such redesignated Subsidiary shall not have any
Indebtedness outstanding (other than Indebtedness that would be Permitted
Indebtedness), immediately after giving effect to such proposed Revocation, and
after giving PRO FORMA effect to the incurrence of any such Indebtedness of such
redesignated Subsidiary as if such Indebtedness was incurred on the date of the
Revocation, the Company could incur $1.00 of additional Indebtedness (other than
Permitted Indebtedness) pursuant to Section 1008.

          All Designations and Revocations must be evidenced by a resolution of
the Board of Directors of the Company delivered to the Trustee and an Officers'
Certificate certifying compliance with the foregoing provisions.

     SECTION 1018. SALE AND LEASEBACK TRANSACTIONS.

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any Sale and Leaseback Transaction (not including
any Sale and Leaseback Transaction in the form of an operating lease); PROVIDED,
that the Company or one of its Restricted Subsidiaries may enter into a Sale and
Leaseback Transaction if:

                 (1)    the Company or such Restricted Subsidiary could have (a)
     incurred Indebtedness in an amount equal to the Attributable Indebtedness
     relating to such Sale and Leaseback Transaction under paragraph (a) of
     Section 1008 of this Indenture and (b) incurred a Lien to secure such
     Indebtedness under Section 1011 of this Indenture;

                 (2)    the gross cash proceeds of such Sale and Leaseback
     Transactions are at least equal to the Fair Market Value of the property
     that is the subject of such Sale and Leaseback Transaction; and

                 (3)    the transfer of assets in such Sale and Leaseback
     Transaction is permitted by, and the Company applies the proceeds of such
     transaction in compliance with, Section 1012 of this Indenture.

     SECTION 1019. LIMITATION ON LAYERING.

          Notwithstanding the provisions described above under Section 1008 of
this Indenture, the Company will not incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Indebtedness of the Company and senior in right of
payment to the Securities. In addition, no Guarantor will incur, create, issue,
assume, guarantee or otherwise become liable for any Indebtedness of such
Guarantor that is subordinate or junior in right of payment to any Indebtedness
of such Guarantor and senior in right of payment to the Guarantee of such
Guarantor. For purposes of this Indenture, no Indebtedness shall be deemed to be

                                     - 124 -


subordinated in right of payment to any other Indebtedness solely by virtue of
being unsecured or secured by a junior priority Lien or by virtue of the fact
that the holders of such Indebtedness have entered into intercreditor agreements
or other arrangements giving one or more such holders priority over the other
holders in the collateral held by them.

     SECTION 1020. PROVISION OF FINANCIAL STATEMENTS.

          So long as the Securities are Outstanding, whether or not the Company
has a class of securities registered under the Exchange Act, the Company and the
Guarantors shall furnish without cost to each Holder of Securities and file with
the Trustee and the Commission within the time periods specified in the
Commission's rules and regulations: (i) annual reports on Form 20-F or 40-F (or
any successor form) containing the information required to be contained therein
(or required in such successor form), including audited year-end consolidated
financial statements (including a balance sheet, income statement and statement
of changes of cash flow) prepared in accordance with GAAP consistently applied
(reconciled to United States generally accepted accounting principles); (ii)
reports on Form 6-K (or any successor form) containing substantially the same
information required to be contained in Form 10-Q (or required in such successor
form), including unaudited quarterly consolidated financial statements
(including a balance sheet, income statement and statement of changes of cash
flow) prepared in accordance with GAAP consistently applied (reconciled to
United States generally accepted accounting principles); and (iii) promptly from
time to time after the occurrence of an event required to be therein reported,
such other reports on Form 6-K (or any successor form) containing substantially
the same information required to be contained in Form 8-K (or required in any
successor form); PROVIDED, HOWEVER, that the Company and the Guarantors will not
be obligated to file such reports with the Commission prior to the effectiveness
of the Exchange Offer Registration Statement or the Shelf Registration
Statement.

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

          In addition, so long as any of the Securities remain Outstanding, the
Company will make available to any prospective purchaser of the Securities or
beneficial owner of the Securities in connection with any sale thereof the
information required by Rule 144A(d)(4) under the Securities Act, until such
time as the Company has either exchanged the Securities for securities identical
in all material respects which have been registered under the Securities Act or
until such time as the Holders thereof have disposed of such Securities pursuant
to an effective registration statement under the Securities Act.

     SECTION 1021. STATEMENT BY OFFICERS AS TO DEFAULT.

          (a)    The Company and the Guarantors will deliver to the Trustee, on
or before a date not more than 120 days after the end of each fiscal year of the
Company ending after the date hereof, and 60 days after the end of each fiscal
quarter ending after the date hereof, a written statement signed by two
executive officers of the Company and the Guarantors, one of whom shall be the
principal executive officer, principal financial officer or principal accounting
officer of the Company and the Guarantors, as to compliance herewith, including
whether or not, after a review of the activities of the Company during such year
or such quarter and of the Company's and each Guarantor's performance

                                     - 125 -


under this Indenture, to the best knowledge, based on such review, of the
signers thereof, the Company and each Guarantor have fulfilled all of their
respective obligations and are in compliance with all conditions and covenants
under this Indenture throughout such year or quarter, as the case may be, and,
if there has been a Default specifying each Default and the nature and status
thereof and any actions being taken by the Company and the Guarantors with
respect thereto.

          (b)    When any Default or Event of Default has occurred and is
continuing, or if the Trustee or any Holder or the trustee for or the holder of
any other evidence of Indebtedness of the Company or any Subsidiary gives any
notice or takes any other action with respect to a claimed default, the Company
and the Guarantors shall deliver to the Trustee by registered or certified mail
or facsimile transmission followed by an originally executed copy of an
Officers' Certificate specifying such Default, Event of Default, notice or other
action, the status thereof and what actions the Company and the Guarantors are
taking or propose to take with respect thereto, within five Business Days after
the occurrence of such Default or Event of Default.

     SECTION 1022. FALL AWAY EVENT.

          In the event of the occurrence of a Fall Away Event (and
notwithstanding the failure of the Company subsequently to maintain Investment
Grade Status), (1) the covenants and provisions described under Section 1008,
Section 1009, Section 1010, Section 1011, Section 1012, Section 1015, Section
1016 and Section 1018 shall each no longer be in effect for the remaining term
of the Securities, (2) the Company will no longer be subject to the financial
test set forth in clause (3) under paragraph (a) of Section 801 or to clause (b)
in the first paragraph or clause (c) in the first and fifth paragraphs under
Section 1017 and (3) the covenants described under clause (a) and clause (b)
below will be applicable. The covenants described under clause (a) and clause
(b) below shall replace Sections 1011 and Section 1018 and will only be
applicable in the event of the occurrence of a Fall Away Event.

          (a)    The Company will not, and will not permit any Restricted
Subsidiary to, incur any Lien to secure Indebtedness without making, or causing
such Restricted Subsidiary to make, effective provision for securing the
Securities on a subordinated (second priority) basis for so long as such
Indebtedness is so secured.

          The foregoing restrictions will not apply to:

                 (i)    any Lien existing on (or securing Indebtedness committed
     to but not outstanding on) the date of the Fall Away Event (which Lien in
     either case was not created in connection with, or in contemplation of,
     such Fall Away Event);

                 (ii)   any Lien in favor of only the Company or a Restricted
     Subsidiary;

                 (iii)  any Lien arising by reason of

                        (1)    any judgment, decree or order of any court, so
     long as such Lien is adequately bonded and any appropriate legal
     proceedings which may have been duly initiated for the review of such
     judgment, decree or order shall not have been finally terminated or the
     period within which such proceedings may be initiated shall not have
     expired;

                                     - 126 -


                        (2)    taxes, assessments or government charges not yet
     delinquent or which are being contested in good faith;

                        (3)    security for payment of workers' compensation or
     other insurance;

                        (4)    good faith deposits in connection with tenders or
     leases or other contracts (other than contracts for the payment of money);

                        (5)    zoning restrictions, easements, licenses,
     reservations, title defects, rights of others for rights of way, utilities,
     sewers, electric lines, telephone or telegraph lines, and other similar
     purposes, provisions, covenants, conditions, waivers, restrictions on the
     use of property or minor irregularities of title (and with respect to
     leasehold interests, mortgages, obligations, Liens and other encumbrances
     incurred, created, assumed or permitted to exist and arising by, through or
     under a landlord or owner of the leased property, with or without consent
     of the lessee), none of which materially impairs the use of any parcel of
     property material to the operation of the business of the Company or any
     Subsidiary of the value of such property for the purpose of such business;

                        (6)    deposits to secure public or statutory
     obligations, or in lieu of surety or appeal bonds; or

                        (7)    operation of law in favor of mechanics, carriers,
     warehousemen, landlords, materialmen, laborers, employees or suppliers,
     incurred in the ordinary course of business for sums which are not yet
     delinquent or are being contested in good faith by negotiations or by
     appropriate proceedings which suspend the collection thereof;

                 (iv)   any Lien securing Acquired Indebtedness created prior
     to (and not created in connection with, or in contemplation of) the
     incurrence of such Indebtedness by the Company or any Subsidiary;

                 (v)    any Lien to secure the performance bids, trade
     contracts, leases (including, without limitation, statutory and common law
     landlord's Liens), statutory obligations, surety and appeal bonds, letters
     of credit and other obligations of a like nature and incurred in the
     ordinary course of business of the Company or any Subsidiary;

                 (vi)   any Lien securing Indebtedness permitted to be incurred
     under Interest Rate Agreements or otherwise incurred to hedge interest rate
     risk;

                 (vii)  any Lien securing Capital Lease Obligations or Purchase
     Money Obligations incurred or assumed solely in connection with the
     acquisition, development or construction of real or personal, moveable or
     immovable property within 90 days of such incurrence or assumption;
     provided that such Liens only extend to such acquired, developed or
     constructed property, such Liens secure Indebtedness in an amount not in
     excess of the original purchase price or the original cost of any such
     assets or repair, addition or improvement thereto;

                 (viii) Liens on assets transferred to a Securitization Entity
     or an asset of a Securitization Entity, in either case, incurred in
     connection with a Permitted Securitization Transaction;

                                     - 127 -


                 (ix)   leases, licenses, subleases and sublicenses of assets
     (including, without limitation, real property and intellectual property
     rights), which do not materially interfere with the ordinary course of
     conduct of the business of the Company or any Restricted Subsidiary;

                 (x)    Liens securing Indebtedness or other obligations of a
     Restricted Subsidiary owing to the Company or another Restricted
     Subsidiary;

                 (xi)   any extension, renewal, refinancing or replacement, in
     whole or in part, of any Lien described in the foregoing clauses (i)
     through (x) so long as no additional collateral is granted as security
     thereby; and

                 (xii)  Liens (not including Liens permitted by clauses (i)
     through (xi) above) securing Indebtedness in the aggregate principal amount
     outstanding at any one time not to exceed 10% of Consolidated Net Tangible
     Assets.

          (b)    The Company will not, and will not permit any of its
Subsidiaries to, enter into any Sale and Leaseback Transaction (not including
any Sale and Leaseback Transaction in the form of an operating lease); PROVIDED,
that the Company or one of its Subsidiaries may enter into a Sale and Leaseback
Transaction if:

                 (i)    the Company or such Subsidiary could have incurred a
     Lien to secure the Indebtedness relating to such Sale and Leaseback
     Transaction pursuant to Section 1011; and

                 (ii)   the gross cash proceeds of such sale and leaseback
     transaction are at least equal to the Fair Market Value of the property
     that is the subject of such sale and leaseback transaction.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

     SECTION 1101. ADDITIONAL AMOUNTS.

          All payments made by or on behalf of the Company or any Guarantor
under or with respect to the Securities or any Guarantee will be made free and
clear of and without withholding or deduction for or on account of any present
or future taxes, duties, levies, imposts, assessments or other governmental
charges of whatever nature (including any penalties, interest and other
liabilities related thereto) imposed, assessed or levied by or on behalf of any
Taxing Authority (collectively, "Taxes"), unless the Company or any Guarantor,
as the case may be, is required to withhold or deduct Taxes by law or by the
interpretation or administration thereof. If the Company or any Guarantor is so
required to withhold or deduct any amount for or on account of any Taxes from
any payment made under or with respect to the Securities or any Guarantee, the
Company or such Guarantor, as the case may be, will pay such additional amounts
("Additional Amounts") as may be necessary so that the net amount (including
Additional Amounts) received by each Holder and beneficial owner of the
Securities after such withholding or deduction (including any withholding or
deduction in respect of Additional Amounts) will not be less than the amount
such Holder or beneficial owner would have received if such Taxes had not been
withheld or deducted; PROVIDED that no Additional Amounts will be payable with
respect to a payment made to a Holder or beneficial owner of Securities or to a
third party on

                                     - 128 -


behalf of a Holder or beneficial owner of the Securities if and to the extent
any of the following exceptions apply (if and to any such extent, an "Excluded
Holder"):

          (a)    in the case of Canadian withholding Taxes, such Taxes were so
imposed, assessed or levied by reason of the Company's not dealing at
arm's-length (within the meaning of the Income Tax Act (Canada)) with such
Holder or beneficial owner at the time of making such payment,

          (b)    such Taxes were so imposed, assessed or levied on such payment
to such Holder or beneficial owner by reason of its being connected with the
relevant Taxing Jurisdiction otherwise than by reason of such Holder's or
beneficial owner's activity in connection with purchasing the Securities, mere
ownership or disposition of the Securities, receipt of payments under the
Securities or enforcement or exercise of its rights under the Securities, the
Guarantees or this Indenture,

          (c)    such payment could have been made without such deduction or
withholding of such Taxes if the relevant Security had been presented for
payment (where presentation is required) within 30 days after the date on which
such payment or such Security became due and payable or the date on which
payment thereof is duly provided for, whichever is later (except to the extent
that the Holder or beneficial owner would have been entitled to Additional
Amounts had the Security been presented on the last day of such 30-day period),

          (d)    the Holder or beneficial owner is a fiduciary, a partnership or
not the sole beneficial owner of a Security, if and to the extent that any
beneficiary or settler with respect to such fiduciary, any partner in such
partnership or a beneficial owner of such Security (as the case may be) would
not have been entitled to receive Additional Amounts with respect to the payment
in question if such beneficiary, settler, partner or beneficial owner had been
the sole beneficial owner of such Security (but only if there is no material
cost or expense associated with transferring such Security to such beneficiary,
settler, partner or beneficial owner and no restriction on such transfer that is
outside the control of such beneficiary, settler, partner or beneficial owner),

          (e)    such Holder or beneficial owner failed to duly and timely
comply with a written request of the Company addressed or otherwise provided to
the Holder (and made at a time which would enable the Holder and/or beneficial
owner acting reasonably to duly and timely comply with that request) to provide
information, documents or other evidence concerning such Holder's or beneficial
owner's nationality, residence, entitlement to treaty benefits, identity or
connection with the relevant Taxing Authority or any political subdivision or
authority thereof, but only (x) if and to the extent that such Holder and/or
beneficial owner was legally able to comply with such request and (y) if and to
the extent due and timely compliance with such request is required by the law,
regulation, administrative practice or any treaty obligation of the relevant
Taxing Authority or any political subdivision or authority thereof as a
precondition to reduction or elimination of any Taxes as to which Additional
Amounts would have otherwise been payable to such Holder or beneficial owner of
Securities but for this clause (e), or

          (f)    any combination of the foregoing clauses of this proviso.

          The Company or such Guarantor will also (a) make such withholding or
deduction and (b) remit the full amount deducted or withheld to the relevant
Taxing Authority in accordance with applicable law. The Company or such
Guarantor will furnish to the Trustee, within 30 days after the date the payment
of any Taxes is due pursuant to applicable law, certified copies of tax receipts
evidencing such payment by the Company or such Guarantor.

                                     - 129 -


          The Company and each Guarantor will indemnify and hold harmless each
Holder and beneficial owner of Securities (other than an Excluded Holder with
respect to any Taxes) and, upon written request, promptly reimburse each such
Holder or beneficial owner for the amount of (1) any Taxes paid by such Holder
or beneficial owner as a result of payments made under or with respect to the
Securities or any Guarantee or any Documentary Taxes paid by such Holder or
beneficial owner and (2) any Taxes paid by such Holder or beneficial owner with
respect to any reimbursement payment under the foregoing clause (1), so that the
net amount received by such Holder or beneficial owner after such reimbursement
payment will not be less than the net amount such Holder or beneficial owner
would have received if the Taxes or the Documentary Taxes described in the
foregoing clauses (1) and (2) had not been imposed, assessed or levied, but
excluding any such Taxes on such Holder's or beneficial owner's net income
generally.

          At least 30 days prior to each date on which any payment under or with
respect to the Securities is due and payable, if the Company or any Guarantor
will be obligated to pay Additional Amounts with respect to such payment, the
Company will deliver to the Trustee an Officers' Certificate stating the fact
that such Additional Amounts will be payable and the amounts so payable, and
will set forth such other information necessary to enable the Trustee to pay
such Additional Amounts to Holders of Securities on the payment date.

          Whenever in this Indenture there is mentioned, in any context, the
payment of principal (and premium, if any), Redemption Price, Change in Control
Purchase Price, interest or any other amount payable under or with respect to
any Security or any Guarantee, such mention shall be deemed to include mention
of the payment of Additional Amounts or reimbursement payments to the extent
that, in such context, Additional Amounts or reimbursement payments are, were or
would be payable in respect thereof.

          The Company will pay any present or future stamp, issue, registration,
court, documentary or other similar Taxes (including Additional Amounts with
respect thereto) imposed, assessed or levied by any Taxing Jurisdiction in
respect of or in connection with the execution, issuance, redemption,
retirement, delivery or registration of, or enforcement of rights under, this
Indenture, the Securities, the Guarantees or any related document (collectively,
"Documentary Taxes").

          The obligation to pay Additional Amounts, any reimbursement payments
and Documentary Taxes under the terms and conditions described above will
survive any termination, defeasance or discharge of this Indenture.

     SECTION 1102. TAX REDEMPTION

          The Securities will be subject to redemption as a whole, but not in
part, at the option of the Company at any time, on not less than 30 nor more
than 60 days' prior written notice to the Holders of Securities (which notice
shall be irrevocable), at 100% of the principal amount, together with any
accrued and unpaid interest thereon to the Redemption Date, and all Additional
Amounts, if any, then due or becoming due on the Redemption Date, in the event
the Company or any Guarantor is, has become or would become obligated to pay, on
the next date on which any amount would be payable with respect to the
Securities, any Additional Amounts or reimbursement payments (other than in
respect of Documentary Taxes) as a result of any change in, or amendment to, the
laws (including any regulations or rulings promulgated thereunder) of any Taxing
Jurisdiction or any change in, or amendment to, any official position regarding
the application, administration or interpretation of such

                                     - 130 -


laws, regulations or rulings (including a holding, judgment or order by a court
of competent jurisdiction), which change or amendment is announced or becomes
effective on or after the date of this Indenture; PROVIDED:

          (a)    the Company or the applicable Guarantor has determined, in its
business judgment, that the obligation to pay such Additional Amounts cannot be
avoided by the use of reasonable measures available to the Company or such
Guarantor; and

          (b)    in the case of such Additional Amounts payable by a Guarantor
with respect to Taxes imposed, assessed or levied by or on behalf of a Taxing
Authority other than Canada or the United States of America or any political
subdivision or authority of either of the foregoing, such Guarantor has been
making payments to the Holders of the Securities pursuant to its Guarantee prior
to the earlier of the time such change or amendment is announced or such change
or amendment becomes effective.

          Notwithstanding the foregoing:

          (a)    no such notice of redemption shall be given earlier than 90
days prior to the earliest date on which the Company or the applicable Guarantor
would, but for such redemption, be obligated to pay such Additional Amounts or
reimbursement payments or later than 365 days after the date on which the
Company or the applicable Guarantor first becomes liable (or if later, the
earlier of the date on which it first becomes aware of its liability or the date
on which it reasonably should have become aware of its liability) to pay such
Additional Amounts or reimbursement payments as a result of any change or
amendment described above, and

          (b)    at the time such notice is given, the Company's or the
applicable Guarantor's obligation to pay such Additional Amounts or
reimbursement payments remains in effect.

          Prior to the mailing of any notice of redemption of the Securities
pursuant to the foregoing, the Company will deliver to the Trustee (i) an
Officers' Certificate stating that the Company is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of the Company so to redeem have occurred, and (ii) an
Opinion of Independent Counsel in the relevant Taxing Jurisdiction of recognized
national standing to the effect that the Company or the applicable Guarantor is,
has become or would become obligated to pay such Additional Amounts or
reimbursement payments as a result of such change or amendment as described
above. The Trustee shall accept such Officers' Certificate and Opinion of
Independent Counsel as sufficient evidence of the satisfaction of the conditions
precedent above, which Officers' Certificate and Opinion of Independent Counsel
shall then be binding on the Holders and beneficial owners of the Securities.

     SECTION 1103. RIGHTS OF REDEMPTION.

          (a)    The Securities are subject to redemption at any time on or
after August 1, 2009, at the option of the Company, in whole or in part, subject
to the conditions, and at the Redemption Prices specified in the form of
Security, together with accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on relevant Regular Record Dates
and Special Record Dates to receive interest due on relevant Interest Payment
Dates and Special Payment Dates).

                                     - 131 -


          (b)    In addition, at any time prior to August 1, 2007, the Company,
at its option, may use the net proceeds of one or more Equity Offerings to
redeem on one or more occasions up to an aggregate of 35% of the aggregate
principal amount of Securities originally issued under this Indenture at a
Redemption Price equal to 108 1/2% of the aggregate principal amount of the
Securities redeemed, plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the rights of Holders of record on relevant record dates to
receive interest due on an Interest Payment Date). At least 65% of the initial
aggregate principal amount of Securities must remain outstanding immediately
after the occurrence of such redemption. In order to effect this redemption, the
Company must mail a notice of redemption no later than 30 days after the closing
of the related Equity Offering and must complete such redemption within 90 days
of the closing of the Equity Offering.

     SECTION 1104. APPLICABILITY OF ARTICLE.

          Redemption of Securities at the election of the Company or otherwise,
as permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article Eleven.

     SECTION 1105. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

          The election of the Company to redeem any Securities pursuant to
Section 1101 shall be evidenced by a Company Order and an Officers' Certificate.
In case of any redemption at the election of the Company, the Company shall, not
less than 45 nor more than 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice period shall be satisfactory to the Trustee),
notify the Trustee in writing of such Redemption Date and of the principal
amount of Securities to be redeemed.

     SECTION 1106. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

          If less than all the Securities are to be redeemed, the particular
Securities or portions thereof to be redeemed shall be selected not more than 30
days prior to the Redemption Date. The Trustee shall select the Securities or
portions thereof to be redeemed in compliance with the requirements of the
principal national security exchange, if any, on which the Securities are
listed, or if the Securities are not listed, on a pro rata basis, by lot or by
any other method the Trustee shall deem fair and reasonable. Securities redeemed
in part must be redeemed only in integral multiples of $1,000. Redemption
pursuant to the provisions of Section 1103(b) relating to an Equity Offering
must be made on a pro rata basis or on as nearly a pro rata basis as practicable
(subject to the procedures of DTC or any other depositary).

          The Trustee shall promptly notify the Company and the Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Securities shall relate, in
the case of any Security redeemed or to be redeemed only in part, to the portion
of the principal amount of such Security which has been or is to be redeemed.

                                     - 132 -


     SECTION 1107. NOTICE OF REDEMPTION.

          Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 days nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at its address
appearing in the Security Register.

          All notices of redemption shall state:

          (a)    the Redemption Date;

          (b)    the Redemption Price;

          (c)    if less than all Outstanding Securities are to be redeemed, the
identification of the particular Securities to be redeemed;

          (d)    in the case of a Security to be redeemed in part, the principal
amount of such Security to be redeemed and that after the Redemption Date upon
surrender of such Security, new Security or Securities in the aggregate
principal amount equal to the unredeemed portion thereof will be issued;

          (e)    that Securities called for redemption must be surrendered to
the Paying Agent to collect the Redemption Price;

          (f)    that on the Redemption Date the Redemption Price will become
due and payable upon each such Security or portion thereof to be redeemed, and
that (unless the Company shall default in payment of the Redemption Price)
interest thereon shall cease to accrue on and after said date;

          (g)    the names and addresses of the Paying Agent and the offices or
agencies referred to in Section 1002 where such Securities are to be surrendered
for payment of the Redemption Price;

          (h)    the CUSIP number, if any, relating to such Securities; and

          (i)    the procedures that a Holder must follow to surrender the
Securities to be redeemed.

          Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's written request,
by the Trustee in the name and at the expense of the Company. If the Company
elects to give notice of redemption, it shall provide the Trustee with an
Officers' Certificate stating that such notice has been given in compliance with
the requirements of this Section 1107.

          The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Security designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of
any other Security.

                                     - 133 -


     SECTION 1108. DEPOSIT OF REDEMPTION PRICE.

          On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company or any of its Affiliates is
acting as Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money in same day funds sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date or Special
Payment Date) accrued interest on, all the Securities or portions thereof which
are to be redeemed on that date. The Paying Agent shall promptly mail or deliver
to Holders of Securities so redeemed payment in an amount equal to the
Redemption Price of the Securities purchased from each such Holder. All money,
if any, earned on funds held in trust by the Trustee or any Paying Agent shall
be remitted to the Company. For purposes of this Section 1108, the Company shall
choose a Paying Agent which shall not be the Company.

     SECTION 1109. SECURITIES PAYABLE ON REDEMPTION DATE.

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price together with accrued interest to
the Redemption Date; PROVIDED, HOWEVER, that installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such on the relevant Regular Record Dates and Special Record Dates according to
the terms and the provisions of Section 309.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and premium, if any, shall,
until paid, bear interest from the Redemption Date at the rate borne by such
Security.

     SECTION 1110. SECURITIES REDEEMED OR PURCHASED IN PART.

          Any Security which is to be redeemed or purchased only in part shall
be surrendered to the Paying Agent at the office or agency maintained for such
purpose pursuant to Section 1002 (with, if the Company, the Security Registrar
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company, the Security Registrar or the
Trustee, as the case may be, duly executed by, the Holder thereof or such
Holder's attorney duly authorized in writing), and the Company shall execute,
and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the unredeemed portion of the principal of the Security so
surrendered that is not redeemed or purchased.

                                     - 134 -


                                 ARTICLE TWELVE

                           SATISFACTION AND DISCHARGE

     SECTION 1201. SATISFACTION AND DISCHARGE OF INDENTURE.

          This Indenture will be discharged and will cease to be of further
effect (except as to surviving rights of registration of transfer or exchange of
Securities as expressly provided for herein) as to all Outstanding Securities
hereunder, and the Trustee, upon Company Request and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

          (a)    either

                 (1)    all such Securities theretofore authenticated and
     delivered (except lost, stolen or destroyed Securities which have been
     replaced or paid as provided in Section 308 or (ii) all Securities for
     whose payment money has theretofore been deposited in trust or segregated
     and held in trust by the Company and thereafter repaid to the Company or
     discharged from such trust as provided in Section 1003) have been delivered
     to the Trustee for cancellation; or

                 (2)    all such Securities not theretofore delivered to the
     Trustee for cancellation (i) have become due and payable, (ii) will become
     due and payable at their Stated Maturity within one year or (iii) are to be
     called for redemption within one year under arrangements reasonably
     satisfactory to the Trustee for the giving of notice of redemption by the
     Trustee in the name, and at the expense, of the Company;

          (b)    the Company or any Guarantor has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust an amount in
United States dollars sufficient to pay and discharge the entire Indebtedness on
the Securities not theretofore delivered to the Trustee for cancellation,
including the principal of, premium, if any, and accrued interest at such
Maturity, Stated Maturity or Redemption Date;

          (c)    no Default or Event of Default shall have occurred and be
continuing on the date of such deposit;

          (d)    the Company or any Guarantor has paid or caused to be paid all
other sums payable hereunder by the Company and any Guarantor; and

          (e)    the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Independent Counsel each stating that (i) all
conditions precedent herein relating to the satisfaction and discharge hereof
have been complied with and (2) such satisfaction and discharge will not result
in a breach or violation of, or constitute a default under, this Indenture or
any other material agreement or instrument to which the Company, any Guarantor
or any Subsidiary is a party or by which the Company, any Guarantor or any
Subsidiary is bound.

          Notwithstanding the satisfaction and discharge hereof, the obligations
of the Company to the Trustee under Section 607 and, if United States dollars
shall have been deposited with the Trustee pursuant to subclause (2) of
subsection (a) of this Section 1201, the obligations of the Trustee under
Section 1202 and the last paragraph of Section 1003 shall survive.

                                     - 135 -


     SECTION 1202. APPLICATION OF TRUST MONEY.

          Subject to the provisions of the last paragraph of Section 1003, all
United States dollars deposited with the Trustee pursuant to Section 1201 shall
be held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal of,
premium, if any, and interest on, the Securities for whose payment such United
States dollars have been deposited with the Trustee.

                                ARTICLE THIRTEEN

                           SUBORDINATION OF SECURITIES

     SECTION 1301. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

          The Company covenants and agrees, and each Holder of a Security, by
such Holder's acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article Thirteen, the
Indebtedness represented by the Securities and the payment of the principal of,
premium, if any, and interest on the Securities and any other payment
obligations on or with respect to the Securities (including any obligation to
make and consummate an offer to purchase the Securities and any obligation to
repurchase the Securities) are hereby expressly made subordinate and subject in
right of payment as provided in this Article Thirteen to the prior payment in
full in cash or Cash Equivalents of the Senior Indebtedness.

          This Article Thirteen shall constitute a continuing offer to all
Persons who, in reliance upon such provisions, become holders of, or continue to
hold Senior Indebtedness; and such provisions are made for the benefit of the
holders of Senior Indebtedness; and such holders are made obligees hereunder and
they or each of them may enforce such provisions as provided herein.

          The provisions of this Article Thirteen shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the
Senior Indebtedness is rescinded or must otherwise be returned by a Holder of
Senior Indebtedness upon any proceeding described in Section 1302 or otherwise,
all as though such payment had not been made.

     SECTION 1302. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

          (a)    The Holders of Senior Indebtedness will be entitled to receive
payment in full in cash or Cash Equivalents of all obligations due in respect of
such Senior Indebtedness (including interest after the commencement of any
bankruptcy, reorganization, insolvency, receivership or similar proceeding
whether or not allowed or allowable as a claim in any such preceding at the rate
specified in the applicable Senior Indebtedness) before the Holders of the
Securities will be entitled to receive any direct or indirect payment in respect
of any Indenture Obligations, in the event of any distribution to creditors of
the Company or a Guarantor:

                 (1)    in a liquidation or dissolution of the Company or a
     Guarantor:

                 (2)    in a bankruptcy, reorganization, insolvency,
     receivership or similar proceeding relating to the Company or a Guarantor
     or its property;

                 (3)    in an assignment for the benefit of creditors; or

                                     - 136 -


                 (4)    in any marshalling of the Company's or a Guarantor's
     assets and liabilities.

          (b)    Any payment or distribution of any kind or character, whether
in cash, property or securities, which may be payable or deliverable in respect
of the Indenture Obligations in any case, proceeding, dissolution, liquidation
or other winding up or event of the type referred to in clauses (1) through (4)
in paragraph (a) of this Section 1302, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other Indebtedness of the Company or a Guarantor which is subordinated to the
payment of the Indenture Obligations, shall be paid by the Company or Guarantor,
as applicable, or by the trustee in bankruptcy, debtor-in-possession, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Company or a Guarantor directly to the holders
of the Senior Indebtedness or their representative or representatives or to the
trustee or trustees under any indenture under which any instruments evidencing
any of such Senior Indebtedness may have been issued, ratably according to the
aggregate amounts remaining unpaid, for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in cash or Cash Equivalents after giving effect to any
concurrent payment or distribution to or for the benefit of the holders of the
Senior Indebtedness, except that (1) in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or a
Guarantor or its property, holders of the Securities may receive any payment or
distribution authorized by an unstayed, final, nonappealable order or decree
stating that effect is being given to the subordination of the Indenture
Obligations to the Senior Indebtedness and made by a court of competent
jurisdiction in a reorganization proceeding under any applicable bankruptcy law
of securities ("Permitted Junior Securities") which, if debt securities, are
subordinated to at least the same extent as the Indenture Obligations are to (x)
the Senior Indebtedness or (y) any securities issued in exchange for the Senior
Indebtedness; and (2) holders of the Securities may recover payments made from
the trust described under provisions of Section 402 or 403 of this Indenture.

          (c)    Notwithstanding the foregoing provisions of this Section 1302,
in the event that, the Trustee or the Holder of any Security shall have received
any payment or distribution of assets of the Company or any Guarantor of any
kind or character, whether in cash, property or securities (excluding Permitted
Junior Securities or payments from the trust described under Section 402 or 403
of this Indenture), in respect of the Indenture Obligations when such payment or
distribution is prohibited by the subordination provisions of this Article
Thirteen, then the Trustee or the Holders, as the case may be, shall deliver the
amounts to the holders of the Senior Indebtedness of the Company or their proper
representative. Upon the proper written request of the holders of the Senior
Indebtedness of the Company, the Trustee or the Holders, as the case may be,
shall deliver the amounts to the holders of Senior Indebtedness of the Company
or their proper representative.

          The consolidation of the Company with, or the merger of the Company
with or into, another Person or the liquidation or dissolution of the Company
following the sale, assignment, conveyance, transfer, lease or other disposal of
its properties and assets substantially as an entirety to another Person upon
the terms and conditions set forth in Article Eight shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshaling of assets and liabilities of the Company or any
Guarantor for the purposes of this Section 1302 if the Person formed by such
consolidation or the surviving entity of such merger or the Person which
acquires by sale, assignment, conveyance, transfer, lease or other disposal of
such properties and assets substantially as an entirety, as the case may be,
shall, as a part of such consolidation, merger,

                                     - 137 -


sale, assignment, conveyance, transfer, lease or other disposal, comply with the
conditions set forth in Article Eight.

     SECTION 1303. SUSPENSION OF PAYMENT WHEN DESIGNATED SENIOR
INDEBTEDNESS IN DEFAULT.

          (a)    Unless Section 1302 shall be applicable, upon the occurrence of
any default in the payment of principal of, premium, if any, or interest on, or
failure to make a mandatory offer to prepay Designated Senior Indebtedness upon
asset disposition, casualty or condemnation events as provided in, any
Designated Senior Indebtedness beyond any applicable grace period (a "Payment
Default") and after the receipt by the Trustee of written notice of such Payment
Default from the applicable Agent Bank, with respect to the Designated Senior
Indebtedness arising under the Credit Agreement or from a Senior Representative,
with respect to any other Designated Senior Indebtedness, no payment (other than
any payment or distribution in the form of Permitted Junior Securities and any
payment previously set aside with the Trustee or payments previously made, in
either case, pursuant to Section 402 or 403 of this Indenture) or distribution
of any assets of the Company of any kind or character may be made by the Company
in respect of the Indenture Obligations, or on account of the purchase,
redemption, defeasance or other acquisition of or in respect of, the Securities
unless and until such Payment Default shall have been cured or waived or shall
have ceased to exist or such Designated Senior Indebtedness shall have been
discharged or paid in full in cash or Cash Equivalents, after which the Company
shall (subject to the other provisions of this Article Thirteen) resume making
any and all required payments in respect of the Securities, including any missed
payments.

          (b)    Unless Section 1302 shall be applicable, upon the occurrence
and during the continuance of any non-payment default with respect to any
Designated Senior Indebtedness pursuant to which the maturity thereof may then
be accelerated immediately (a "Non-payment Default") and after the receipt by
the Trustee and the Company of written notice of such Non-payment Default from
the applicable Agent Bank, with respect to the Designated Senior Indebtedness
arising under the Credit Agreement or from a Senior Representative, with respect
to any other Designated Senior Indebtedness, no payment (other than any payment
or distribution in the form of Permitted Junior Securities and any payment
previously set aside with the Trustee, or payments previously made, in either
case, pursuant to the provisions of Sections 402 or 403 of this Indenture) or
distribution of any assets of the Company of any kind or character may be made
by the Company in respect of the Indenture Obligations, or on account of the
purchase, redemption, defeasance or other acquisition of or in respect of, the
Securities for the period specified in paragraph(c) below (the "Payment Blockage
Period").

          (c)    The Payment Blockage Period shall commence upon the receipt of
the notice of the Non-payment Default (the "Payment Blockage Notice") by the
Trustee and the Company from the applicable Agent Bank or Senior Representative,
as the case may be, and shall end on the earliest of

                 (1)    the 179th day after such commencement unless the
     maturity of any Senior Designated Indebtedness has been accelerated,

                 (2)    the date on which such Non-payment Default (and all
     Non-payment Defaults as to which notice is given after such Payment
     Blockage Period is initiated) is cured, waived or ceases to exist or on
     which such Designated Senior Indebtedness is discharged or paid in full in
     cash or Cash Equivalents or

                 (3)    the date on which such Payment Blockage Period (and all
     Non-payment Defaults as to which notice is given after such Payment
     Blockage Period is initiated) shall have

                                     - 138 -


     been terminated by written notice to the Company or the Trustee from the
     applicable Agent Bank or Senior Representative, as the case may be,
     initiating such Payment Blockage Period.

          When the Payment Blockage Period ends, unless a Payment Default has
occurred and is continuing, the Company shall promptly resume making any and all
required payments in respect of the Securities, including any missed payments.
In no event will a Payment Blockage Period extend beyond 179 days from the date
of the receipt by the Company or the Trustee of the notice initiating such
Payment Blockage Period (such 179-day period referred to as the "Initial
Period"). Any number of notices of Non-payment Defaults may be given during the
Initial Period. However, no new Payment Blockage Period may be commenced by a
Payment Blockage Notice unless and until 360 days have elapsed since the first
date of the effectiveness of the Initial Period; provided that the delivery of a
Payment Blockage Notice by a Senior Representative or holder of Senior
Indebtedness other than under the Credit Agreement shall not bar the delivery of
another Payment Blockage Notice by the applicable Agent Bank for the Credit
Agreement within such 360 days; provided, further, that no Payment Blockage
Payment Period shall exceed 179 days in any one year and no two consecutive
interest payments on the Securities may be blocked by the delivery of a Payment
Blockage Notice.

          No Non-payment Default with respect to Designated Senior Indebtedness
that existed or was continuing on the date of the commencement of any Payment
Blockage Period will be, or can be, made the basis for the commencement of a
second Payment Blockage Period, whether or not within a period of 360
consecutive days, unless such default has been cured or waived for a period of
not less than 90 consecutive days subsequent to the commencement of the Initial
Period.

          The Company shall deliver a notice to the Trustee promptly after the
date on which any Non-payment Default is cured or waived or ceases to exist or
on which the Designated Senior Indebtedness related thereto is discharged or
paid in full in cash or Cash Equivalents, and the Trustee is authorized to act
in reliance on such notice.

     SECTION 1304. PAYMENT PERMITTED IF NO DEFAULT.

          Nothing contained in this Article Thirteen, elsewhere in this
Indenture or in any of the Securities shall prevent the Company, at any time
except during the pendency of any case, proceeding, dissolution, liquidation or
other winding-up, assignment for the benefit of creditors or other marshaling of
assets and liabilities of the Company referred to in Section 1302 or under the
conditions described in Section 1303, from making payments at any time of
principal of, premium, if any, or interest on the Securities.

     SECTION 1305. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

          After the payment in full in cash or Cash Equivalents of all Senior
Indebtedness, the Holders of the Securities shall be subrogated to the rights of
the holders of such Senior Indebtedness to receive payments and distributions of
cash, property and securities applicable to the Senior Indebtedness until the
principal of, premium, if any, and interest on, the Securities shall be paid in
full. For purposes of such subrogation, no payments or distributions to the
holders of Senior Indebtedness of any cash, property or securities to which the
Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article Thirteen, and no payments over pursuant to the
provisions of this Article Thirteen to the holders of Senior Indebtedness by
Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Indebtedness, and

                                     - 139 -


the Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Indebtedness.

     SECTION 1306. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

          The provisions of this Article Thirteen are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article Thirteen or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of, premium, if any, and
interest on, the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company or the Holders of the Securities and creditors of the Company other than
the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article Thirteen of the holders of Senior Indebtedness (1) in any case,
proceeding, dissolution, liquidation or other winding up, assignment for the
benefit of creditors or other marshaling of assets and liabilities of the
Company referred to in Section 1302, to receive, pursuant to and in accordance
with such Section, cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder, or (2) under the conditions specified
in Section 1303, to prevent any payment prohibited by such section.

     SECTION 1307.  TRUSTEE TO EFFECTUATE SUBORDINATION.

          Each Holder of a Security by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article Thirteen and appoints the Trustee such Holder's attorney-in-fact
for any and all such purposes, including, in the event of any dissolution,
winding-up, liquidation or reorganization of the Company whether in bankruptcy,
insolvency, receivership proceedings, or otherwise, the timely filing of a claim
for the unpaid balance of the Indebtedness of the Company owing to such Holder
in the form required in such proceedings and the causing of such claim to be
approved.

     SECTION 1308. NO WAIVER OF SUBORDINATION PROVISIONS.

          (a)    No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

          (b)    Without limiting the generality of subsection (a) of this
Section 1308, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
Thirteen or the obligations hereunder of the Holders of the Securities to the
holders of Senior Indebtedness, do any one or more of the following: (1) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Indebtedness or any instrument evidencing the same or any

                                     - 140 -


agreement under which Senior Indebtedness is outstanding; (2) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (3) release any Person liable in any manner for
the collection or payment of Senior Indebtedness; and (4) exercise or refrain
from exercising any rights against the Company and any other Person; provided,
however, that in no event shall any such actions limit the right of the Holders
of the Securities to take any action to accelerate the Maturity of the
Securities pursuant to Article Five of this Indenture or to pursue any rights or
remedies hereunder or under applicable laws if the taking of such action does
not otherwise violate the terms of this Article.

     SECTION 1309. NOTICE TO TRUSTEE.

          (a)    The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities. Notwithstanding the provisions
of this Article Thirteen or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from the Company or a holder of Senior Indebtedness, an applicable Agent
Bank or from a Senior Representative or any trustee, fiduciary or agent
therefor; and, prior to the receipt of any such written notice, the Trustee
shall be entitled in all respects to assume that no such facts exist; PROVIDED,
HOWEVER, that if the Trustee shall not have received the notice provided for in
this Section 1309 by Noon, Eastern Time, on the Business Day prior to the date
upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of, premium, if
any, or interest on any Security), then, anything herein contained to the
contrary notwithstanding but without limiting the rights and remedies of the
holders of Senior Indebtedness, an applicable Agent Bank, a Senior
Representative or any trustee, fiduciary or agent thereof, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it after such date; nor shall
the Trustee be charged with knowledge of the curing of any such default or the
elimination of the act or condition preventing any such payment unless and until
the Trustee shall have received an Officers' Certificate to such effect.

          (b)    The Trustee shall be entitled to rely on the delivery to it of
a written notice to the Trustee and the Company by a Person which represents
itself as an applicable Agent Bank, a Senior Representative or a holder of
Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish
that such notice has been given by an applicable Agent Bank, a Senior
Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or
agent therefor); PROVIDED, HOWEVER, that failure to give such notice to the
Company shall not affect in any way the ability of the Trustee to rely on such
notice. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Thirteen, the Trustee may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Thirteen, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

                                     - 141 -


     SECTION 1310. RELIANCE ON JUDICIAL ORDERS OR CERTIFICATES.

          Upon any payment or distribution of assets of the Company referred to
in this Article Thirteen, the Trustee and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other person
making such payment or distribution, or a certificate of an applicable Agent
Bank or a Senior Representative, delivered to the Trustee or to the Holders of
Securities for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Thirteen, provided that the foregoing shall apply only if such
court has been fully apprised of the provisions of this Article.

     SECTION 1311. RIGHTS OF TRUSTEE AS A HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS.

          The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Thirteen with respect to any Senior
Indebtedness which may at any time be held by it, to the same extent as any
other holder of Senior Indebtedness, and nothing in this Indenture shall deprive
the Trustee of any of its rights as such holder. Nothing in this Article
Thirteen shall apply to claims of, or payments to, the Trustee under or pursuant
to Section 607.

     SECTION 1312. ARTICLE APPLICABLE TO PAYING AGENTS.

          In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting under this Indenture, the term
"Trustee" as used in this Article Thirteen shall in such case (unless the
context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Section 1311 shall not apply to the Company or
any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

     SECTION 1313. NO SUSPENSION OF REMEDIES.

          Nothing contained in this Article Thirteen shall limit the right of
the Trustee or the Holders of Securities to take any action to accelerate the
Maturity of the Securities pursuant to Article Five of this Indenture or to
pursue any rights or remedies hereunder or under applicable law, subject to the
rights, if any, under this Article Thirteen of the holders, from time to time,
of Senior Indebtedness to receive the cash, property or securities receivable
upon the exercise of such rights or remedies.

     SECTION 1314. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS.

          With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Thirteen, and no implied covenants
or obligations with respect to the holders of Senior Indebtedness shall be read
into this Article Thirteen against the Trustee. The Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Indebtedness and the Trustee
shall not be liable to any

                                     - 142 -


holder of Senior Indebtedness if it shall in good faith mistakenly (absent
willful misconduct) pay over or deliver to Holders, the Company or any other
Person moneys or assets to which any holder of Senior Indebtedness shall be
entitled by virtue of this Article Thirteen or otherwise.

                                ARTICLE FOURTEEN

                                   GUARANTEES

     SECTION 1401. GUARANTORS' GUARANTEE.

          For value received, each of the Guarantors, in accordance with this
Article Fourteen, hereby absolutely, fully, unconditionally and irrevocably
guarantees, jointly and severally with each other and with each other Person
which may become a Guarantor hereunder, to the Trustee and the Holders, the
punctual payment and performance when due of all Indenture Obligations (which
for purposes of this Guarantee shall also be deemed to include all commissions,
fees, charges, costs and other expenses (including reasonable legal fees and
disbursements of counsel) arising out of or incurred by the Trustee or the
Holders in connection with the enforcement of this Guarantee).

     SECTION 1402. CONTINUING GUARANTEE; NO RIGHT OF SET-OFF; INDEPENDENT
OBLIGATION.

          (a)    This Guarantee shall be a continuing guarantee of the payment
and performance of all Indenture Obligations and shall remain in full force and
effect until the payment in full of all of the Indenture Obligations and shall
apply to and secure any ultimate balance due or remaining unpaid to the Trustee
or the Holders; and this Guarantee shall not be considered as wholly or
partially satisfied by the payment or liquidation at any time or from time to
time of any sum of money for the time being due or remaining unpaid to the
Trustee or the Holders. Each Guarantor, jointly and severally, covenants and
agrees to comply with all obligations, covenants, agreements and provisions
applicable to it in this Indenture including those set forth in Article Eight.
Without limiting the generality of the foregoing, each Guarantor's liability
shall extend to all amounts which constitute part of the Indenture Obligations
and would be owed by the Company under this Indenture and the Securities but for
the fact that they are unenforceable, reduced, limited, impaired, suspended or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company.

          (b)    Each Guarantor, jointly and severally, hereby guarantees that
the Indenture Obligations will be paid to the Trustee without set-off or
counterclaim or other reduction whatsoever (whether for taxes, withholding or
otherwise) in lawful currency of the United States of America.

          (c)    Each Guarantor, jointly and severally, guarantees that the
Indenture Obligations shall be paid strictly in accordance with their terms
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Holders of the
Securities.

          (d)    Each Guarantor's liability to pay or perform or cause the
performance of the Indenture Obligations under this Guarantee shall arise
forthwith after demand for payment or performance by the Trustee has been given
to the Guarantors in the manner prescribed in Section 106 hereof.

                                     - 143 -


          (e)    Except as provided herein, the provisions of this Article
Fourteen cover all agreements between the parties hereto relative to this
Guarantee and none of the parties shall be bound by any representation, warranty
or promise made by any Person relative thereto which is not embodied herein; and
it is specifically acknowledged and agreed that this Guarantee has been
delivered by each Guarantor free of any conditions whatsoever and that no
representations, warranties or promises have been made to any Guarantor
affecting its liabilities hereunder, and that the Trustee shall not be bound by
any representations, warranties or promises now or at any time hereafter made by
the Company to any Guarantor.

          (f)    This Guarantee is a guarantee of payment, performance and
compliance and not of collectibility and is in no way conditioned or contingent
upon any attempt to collect from or enforce performance or compliance by the
Company or upon any event or condition whatsoever.

          (g)    The obligations of the Guarantors set forth herein constitute
the full recourse obligations of the Guarantors enforceable against them to the
full extent of all their assets and properties.

     SECTION 1403. GUARANTEE ABSOLUTE.

          The obligations of the Guarantors hereunder are independent of the
obligations of the Company under the Securities and this Indenture and a
separate action or actions may be brought and prosecuted against any Guarantor
whether or not an action or proceeding is brought against the Company and
whether or not the Company is joined in any such action or proceeding. The
liability of the Guarantors hereunder is irrevocable, absolute and unconditional
and (to the extent permitted by law) the liability and obligations of the
Guarantors hereunder shall not be released, discharged, mitigated, waived,
impaired or affected in whole or in part by:

          (a)    any defect or lack of validity or enforceability in respect of
any Indebtedness or other obligation of the Company or any other Person under
this Indenture or the Securities, or any agreement or instrument relating to any
of the foregoing;

          (b)    any grants of time, renewals, extensions, indulgences,
releases, discharges or modifications which the Trustee or the Holders may
extend to, or make with, the Company, any Guarantor or any other Person, or any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Indenture Obligations, or any other amendment or waiver of, or any
consent to or departure from, this Indenture or the Securities, including any
increase or decrease in the Indenture Obligations;

          (c)    the taking of security from the Company, any Guarantor or any
other Person, and the release, discharge or alteration of, or other dealing
with, such security;

          (d)    the occurrence of any change in the laws, rules, regulations or
ordinances of any jurisdiction by any present or future action of any
governmental authority or court amending, varying, reducing or otherwise
affecting, or purporting to amend, vary, reduce or otherwise affect, any of the
Indenture Obligations and the obligations of any Guarantor hereunder;

          (e)    the abstention from taking security from the Company, any
Guarantor or any other Person or from perfecting, continuing to keep perfected
or taking advantage of any security;

                                     - 144 -


          (f)    any loss, diminution of value or lack of enforceability of any
security received from the Company, any Guarantor or any other Person, and
including any other guarantees received by the Trustee;

          (g)    any other dealings with the Company, any Guarantor or any other
Person, or with any security;

          (h)    the Trustee's or the Holders' acceptance of compositions from
the Company or any Guarantor;

          (i)    the application by the Holders or the Trustee of all monies at
any time and from time to time received from the Company, any Guarantor or any
other Person on account of any Indebtedness and liabilities owing by the Company
or any Guarantor to the Trustee or the Holders, in such manner as the Trustee or
the Holders deems best and the changing of such application in whole or in part
and at any time or from time to time, or any manner of application of
collateral, or proceeds thereof, to all or any of the Indenture Obligations, or
the manner of sale of any collateral;

          (j)    the release or discharge of the Company or any Guarantor of the
Securities or of any Person liable directly as surety or otherwise by operation
of law or otherwise for the Securities, other than an express release in writing
given by the Trustee, on behalf of the Holders, of the liability and obligations
of any Guarantor hereunder;

          (k)    any change in the name, business, capital structure or
governing instrument of the Company or any Guarantor or any refinancing or
restructuring of any of the Indenture Obligations;

          (l)    subject to Section 1414, the sale of the Company's or any
Guarantor's business or any part thereof;

          (m)    subject to Section 1414, any merger or consolidation,
arrangement or reorganization of the Company, any Guarantor, any Person
resulting from the merger or consolidation of the Company or any Guarantor with
any other Person or any other successor to such Person or merged or consolidated
Person or any other change in the corporate existence, structure or ownership of
the Company or any Guarantor or any change in the corporate relationship between
the Company and any Guarantor, or any termination of such relationship;

          (n)    the insolvency, bankruptcy, liquidation, winding-up,
dissolution, receivership, arrangement, readjustment, assignment for the benefit
of creditors or distribution of the assets of the Company or its assets or any
resulting discharge of any obligations of the Company (whether voluntary or
involuntary) or of any Guarantor (whether voluntary or involuntary) or the loss
of corporate existence;

          (o)    subject to Section 1414, any arrangement or plan of
reorganization affecting the Company or any Guarantor;

          (p)    any failure, omission or delay on the part of the Company to
conform or comply with any term of this Indenture;

          (q)    any limitation on the liability or obligations of the Company
or any other Person under this Indenture, or any discharge, termination,
cancellation, distribution, irregularity, invalidity or unenforceability in
whole or in part of this Indenture;

                                     - 145 -


          (r)    any other circumstance (including any statute of limitations)
that might otherwise constitute a defense available to, or discharge of, the
Company or any Guarantor; or

          (s)    any modification, compromise, settlement or release by the
Trustee, or by operation of law or otherwise, of the Indenture Obligations or
the liability of the Company or any other obligor under the Securities, in whole
or in part, and any refusal of payment by the Trustee, in whole or in part, from
any other obligor or other guarantor in connection with any of the Indenture
Obligations, whether or not with notice to, or further assent by, or any
reservation of rights against, each of the Guarantors.

     SECTION 1404. RIGHT TO DEMAND FULL PERFORMANCE.

          In the event of any demand for payment or performance by the Trustee
from any Guarantor hereunder, the Trustee or the Holders shall have the right to
demand its full claim and to receive all dividends or other payments in respect
thereof until the Indenture Obligations have been paid in full, and the
Guarantors shall continue to be jointly and severally liable hereunder for any
balance which may be owing to the Trustee or the Holders by the Company under
this Indenture and the Securities. The retention by the Trustee or the Holders
of any security, prior to the realization by the Trustee or the Holders of its
rights to such security upon foreclosure thereon, shall not, as between the
Trustee and any Guarantor, be considered as a purchase of such security, or as
payment, satisfaction or reduction of the Indenture Obligations due to the
Trustee or the Holders by the Company or any part thereof. Each Guarantor,
promptly after demand, will reimburse the Trustee and the Holders for all costs
and expenses of collecting such amount under, or enforcing this Guarantee,
including, without limitation, the reasonable fees and expenses of counsel.

     SECTION 1405. WAIVERS.

          (a)    Each Guarantor hereby expressly waives (to the extent permitted
by law) notice of the acceptance of this Guarantee and notice of the existence,
renewal, extension or the non-performance, non-payment, or non-observance on the
part of the Company of any of the terms, covenants, conditions and provisions of
this Indenture or the Securities or any other notice whatsoever to or upon the
Company or such Guarantor with respect to the Indenture Obligations, whether by
statute, rule of law or otherwise. Each Guarantor hereby acknowledges
communication to it of the terms of this Indenture and the Securities and all of
the provisions therein contained and consents to and approves the same. Each
Guarantor hereby expressly waives (to the extent permitted by law) diligence,
presentment, protest and demand for payment with respect to (i) any notice of
sale, transfer or other disposition of any right, title to or interest in the
Securities by the Holders or in this Indenture, (ii) any release of any
Guarantor from its obligations hereunder resulting from any loss by it of its
rights of subrogation hereunder and (iii) any other circumstances whatsoever
that might otherwise constitute a legal or equitable discharge, release or
defense of a guarantor or surety or that might otherwise limit recourse against
such Guarantor.

          (b)    Without prejudice to any of the rights or recourses which the
Trustee or the Holders may have against the Company, each Guarantor hereby
expressly waives (to the extent permitted by law) any right to require the
Trustee or the Holders to:

                 (i)    enforce, assert, exercise, initiate or exhaust any
                        rights, remedies or recourse against the Company, any
                        Guarantor or any other Person under this Indenture or
                        otherwise;

                                     - 146 -


                 (ii)   value, realize upon, or dispose of any security of the
                        Company or any other Person held by the Trustee or the
                        Holders;

                 (iii)  initiate or exhaust any other remedy which the Trustee
                        or the Holders may have in law or equity; or

                 (iv)   mitigate the damages resulting from any Default under
                        this Indenture;

before requiring or becoming entitled to demand payment from such Guarantor
under this Guarantee.

     SECTION 1406. THE GUARANTORS REMAIN OBLIGATED IN EVENT THE COMPANY IS NO
LONGER OBLIGATED TO DISCHARGE INDENTURE OBLIGATIONS.

          It is the express intention of the Trustee and the Guarantors that if
for any reason the Company has no legal existence, is or becomes under no legal
obligation to discharge the Indenture Obligations owing to the Trustee or the
Holders by the Company or if any of the Indenture Obligations owing by the
Company to the Trustee or the Holders becomes irrecoverable from the Company by
operation of law or for any reason whatsoever, this Guarantee and the covenants,
agreements and obligations of the Guarantors contained in this Article Fourteen
shall nevertheless be binding upon the Guarantors, as principal debtor, until
such time as all such Indenture Obligations have been paid in full to the
Trustee and all Indenture Obligations owing to the Trustee or the Holders by the
Company have been discharged, or such earlier time as Section 402 shall apply to
the Securities and the Guarantors shall be responsible for the payment thereof
to the Trustee or the Holders upon demand.

     SECTION 1407. FRAUDULENT CONVEYANCE; CONTRIBUTION; SUBROGATION.

          (a)    Each Guarantor that is a Subsidiary of the Company and, by its
acceptance hereof, each Holder hereby confirm that it is the intention of all
such parties that the Guarantee by such Guarantor pursuant to its Guarantee not
constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law. To effectuate the foregoing intention, the
Holders and such Guarantor hereby irrevocably agree that the obligations of such
Guarantor under its Guarantee shall be limited to the maximum amount which,
after giving effect to all other contingent and fixed liabilities of such
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to its contribution obligations under
this Indenture, will result in the obligations of such Guarantor under its
Guarantee not constituting such fraudulent transfer or conveyance.

          (b)    Each Guarantor that makes a payment or distribution under its
Guarantee shall be entitled to a contribution from each other Guarantor, if any,
in a PRO RATA amount based on the net assets of each Guarantor, determined in
accordance with GAAP.

          (c)    Until the Securities are paid in full, each Guarantor hereby
waives all rights of subrogation or contribution, whether arising by contract or
operation of law (including, without limitation, any such right arising under
federal Bankruptcy Law) or otherwise by reason of any payment by it pursuant to
the provisions of this Article Fourteen.

                                     - 147 -


     SECTION 1408. GUARANTEE IS IN ADDITION TO OTHER SECURITY.

          This Guarantee shall be in addition to and not in substitution for any
other guarantees or other security, if any, which the Trustee may now or
hereafter hold in respect of the Indenture Obligations owing to the Trustee or
the Holders by the Company and (except as may be required by law) the Trustee
shall be under no obligation to marshal in favor of each of the Guarantors any
other guarantees or other security or any moneys or other assets which the
Trustee may be entitled to receive or upon which the Trustee or the Holders may
have a claim.

     SECTION 1409. RELEASE OF SECURITY INTERESTS.

          Without limiting the generality of the foregoing and except as
otherwise provided in this Indenture, each Guarantor hereby consents and agrees,
to the fullest extent permitted by applicable law, that the rights of the
Trustee hereunder, and the liability of the Guarantors hereunder, shall not be
affected by any and all releases for any purpose of any collateral, if any, from
the Liens and security interests created by any collateral document and that
this Guarantee shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Indenture Obligations is rescinded
or must otherwise be returned by the Trustee upon the insolvency, bankruptcy or
reorganization of the Company or otherwise, all as though such payment had not
been made.

     SECTION 1410. NO BAR TO FURTHER ACTIONS.

          Except as provided by law, no action or proceeding brought or
instituted under this Article Fourteen and this Guarantee and no recovery or
judgment in pursuance thereof shall be a bar or defense to any further action or
proceeding which may be brought under this Article Fourteen and this Guarantee
by reason of any further default or defaults under this Article Fourteen and
this Guarantee or in the payment of any of the Indenture Obligations owing by
the Company.

     SECTION 1411. FAILURE TO EXERCISE RIGHTS SHALL NOT OPERATE AS A WAIVER; NO
SUSPENSION OF REMEDIES.

          (a)    No failure to exercise and no delay in exercising, on the part
of the Trustee or the Holders, any right, power, privilege or remedy under this
Article Fourteen and this Guarantee shall operate as a waiver thereof, nor shall
any single or partial exercise of any rights, power, privilege or remedy
preclude any other or further exercise thereof, or the exercise of any other
rights, powers, privileges or remedies. The rights and remedies herein provided
for are cumulative and not exclusive of any rights or remedies provided in law
or equity.

          (b)    Nothing contained in this Article Fourteen shall limit the
right of the Trustee or the Holders to take any action to accelerate the
Maturity of the Securities pursuant to Article Five or to pursue any rights or
remedies hereunder or under applicable law.

     SECTION 1412. TRUSTEE'S DUTIES; NOTICE TO TRUSTEE.

          (a)    Any provision in this Article Fourteen or elsewhere in this
Indenture allowing the Trustee to request any information or to take any action
authorized by, or on behalf of any Holder, shall be permissive and shall not be
obligatory on the Trustee except as the Holders may direct in accordance with
the provisions of this Indenture or where the failure of the Trustee to request
any such information or to take any such action arises from the Trustee's gross
negligence, bad faith or willful misconduct.

                                     - 148 -


          (b)    The Trustee shall not be required to inquire into the
existence, powers or capacities of the Company, any Guarantor or the officers,
directors or agents acting or purporting to act on their respective behalf.

     SECTION 1413. SUCCESSORS AND ASSIGNS.

          Subject to Section 1414, all terms, agreements and conditions of this
Article Fourteen shall extend to and be binding upon each Guarantor and its
successors and permitted assigns and shall inure to the benefit of and may be
enforced by the Trustee and its successors and assigns; PROVIDED, HOWEVER, that
the Guarantors may not assign any of their rights or obligations hereunder other
than in accordance with Article Eight.

     SECTION 1414. RELEASE OF GUARANTEE.

          Concurrently with the payment in full of all of the Indenture
Obligations, the Guarantors shall be released from and relieved of their
obligations under this Article Fourteen. Upon the delivery by the Company to the
Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion
of Counsel to the effect that the transaction giving rise to the release of this
Guarantee was made by the Company in accordance with the provisions of this
Indenture and the Securities, the Trustee shall execute any documents reasonably
required in order to evidence the release of the Guarantors from their
obligations under this Guarantee. If any of the Indenture Obligations are
revived and reinstated after the termination of this Guarantee, then all of the
obligations of the Guarantors under this Guarantee shall be revived and
reinstated as if this Guarantee had not been terminated until such time as the
Indenture Obligations are paid in full, and each Guarantor shall enter into an
amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing
such revival and reinstatement.

          This Guarantee shall terminate with respect to each Guarantor and
shall be automatically and unconditionally released and discharged as provided
in Section 1013(b) or as otherwise provided in this Indenture.

     SECTION 1415. EXECUTION OF GUARANTEE.

          (a)    To evidence the Guarantee, each Guarantor hereby agrees to
execute the guarantee substantially in the form set forth in Section 204, to be
endorsed on each Security authenticated and delivered by the Trustee and that
this Indenture shall be executed on behalf of each Guarantor by its Chairman of
the Board, its President, its Chief Executive Officer, Chief Operating Officer
or one of its Vice Presidents, which signature shall be attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

          (b)    Any person that was not a Guarantor on the date of this
Indenture may become a Guarantor by executing and delivering to the Trustee (i)
a supplemental indenture in form and substance satisfactory to the Trustee,
which subjects such person to the provisions (including the representations and
warranties) of this Indenture as a Guarantor, (ii) in the event that as of the
date of such supplemental indenture any registrable Securities are Outstanding,
an instrument in form and substance satisfactory to the Trustee which subjects
such person to the provisions of the Registration Rights Agreement with respect
to such Outstanding registrable Securities, and (iii) an Opinion of Counsel to
the effect that such supplemental indenture has been duly authorized and
executed by such

                                     - 149 -


person and constitutes the legal, valid and binding obligation of such person
(subject to such customary assumptions and exceptions as may be acceptable to
the Trustee in its reasonable discretion).

          (c)    If an officer whose signature is on this Indenture no longer
holds that office at the time the Trustee authenticates a Security on which this
Guarantee is endorsed, such Guarantee shall be valid nevertheless.

     SECTION 1416. GUARANTEE SUBORDINATE TO SENIOR GUARANTOR INDEBTEDNESS.

          Each Guarantor covenants and agrees, and each Holder of a Guarantee,
by his acceptance thereof, likewise covenants and agrees, that, to the extent
and in the manner hereinafter set forth in this Article Fourteen, the
Indebtedness represented by the Guarantees is hereby expressly made subordinate
and subject in right of payment as provided in this Article Fourteen to the
prior payment in full in cash or Cash Equivalents of all Senior Guarantor
Indebtedness.

          This Article Fourteen shall constitute a continuing offer to all
Persons who, in reliance upon such provisions, become holders of, or continue to
hold Senior Guarantor Indebtedness; and such provisions are made for the benefit
of the holders of Senior Guarantor Indebtedness; and such holders are made
obligees hereunder and they or each of them may enforce such provisions.

          The provisions of Sections 1416 through 1429 shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Senior Guarantor Indebtedness is rescinded or must otherwise be
returned by a Holder of Senior Guarantor Indebtedness upon any proceeding
described in Section 1417 or otherwise, all as though such payment had not been
made.

     SECTION 1417. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION OF THE GUARANTOR,
ETC.

          (a)    The holders of Senior Guarantor Indebtedness shall be entitled
to receive payment in full in cash or Cash Equivalents of all obligations due in
respect of all Senior Guarantor Indebtedness (including interest after the
commencement of any bankruptcy, reorganization, insolvency, receivership or
similar proceeding whether or not allowed or allowable as a claim in any such
preceding at the rate specified in the applicable Senior Guarantor Indebtedness)
before the Holders of the Securities will be entitled to receive any direct or
indirect payment on account of the Guarantee of such Guarantor, in the event of
any distribution to creditors of such Guarantor:

                 (1)    in a liquidation or dissolution of a Guarantor:

                 (2)    in a bankruptcy, reorganization, insolvency,
     receivership or similar proceeding relating to a Guarantor or its property;

                 (3)    in an assignment for the benefit of creditors; or

                 (4)    in any marshalling of a Guarantor's assets and
     liabilities.

          (b)    Any payment or distribution of any kind or character, whether
in cash, property or securities, which may be payable or deliverable on account
of the Guarantee of a Guarantor in any case, proceeding, dissolution,
liquidation or other winding up or event of the type referred to in clauses (1)
through (4) in paragraph (a) of this Section 1417, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other Indebtedness of a Guarantor which is subordinated to the payment on
account of the Guarantee of such Guarantor, shall be paid by

                                     - 150 -


such Guarantor, or by the trustee in bankruptcy, debtor-in-possession, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of such Guarantor directly to the holders of the
Senior Guarantor Indebtedness or their representative or representatives or to
the trustee or trustees under any indenture under which any instruments
evidencing any of the Senior Guarantor Indebtedness may have been issued,
ratably according to the aggregate amounts remaining unpaid, for application to
the payment of all Senior Guarantor Indebtedness remaining unpaid to the extent
necessary to pay all Senior Guarantor Indebtedness in full in cash or Cash
Equivalents after giving effect to any concurrent payment or distribution to or
for the benefit of the holders of the Senior Guarantor Indebtedness, except that
(1) in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to a Guarantor or its property, holders of the Securities
may receive any payment or distribution authorized by an unstayed, final,
nonappealable order or decree stating that effect is being given to the
subordination of the payment on account of the Guarantee of such Guarantor to
the Senior Guarantor Indebtedness and made by a court of competent jurisdiction
in a reorganization proceeding under any applicable bankruptcy law of securities
("Permitted Guarantor Junior Securities") which, if debt securities, are
subordinated to at least the same extent as the payment on account of the
Guarantee of such Guarantor are to (x) the Senior Guarantor Indebtedness or (y)
any securities issued in exchange for the Senior Guarantor Indebtedness; and (2)
holders of the Securities may recover payments made from the trust described
under provisions of Section 402 or 403 of this Indenture.

          (c)    Notwithstanding the foregoing provisions of this Section 1417,
in the event that, the Trustee or the Holder of any Security shall have received
any payment or distribution of assets of a Guarantor of any kind or character,
whether in cash, property or securities (excluding Permitted Guarantor Junior
Securities or payments from the trust described under Section 402 or 403 of this
Indenture), in respect of the payment on account of the Guarantee of such
Guarantor when such payment or distribution is prohibited by the subordination
provisions of this Article Fourteen, then the Trustee or the Holders, as the
case may be, shall deliver the amounts in trusts to the holders of the Senior
Guarantor Indebtedness of the Guarantor or their proper representative. Upon the
proper written request of the holders of the Senior Guarantor Indebtedness of
the Guarantor, the Trustee or the Holders, as the case may be, shall deliver the
amounts in trust to the holders of Senior Guarantor Indebtedness of the
Guarantor or their proper representative.

          The consolidation of a Guarantor with, or the merger of a Guarantor
with or into, another Person or the liquidation or dissolution of a Guarantor
following the sale, assignment, conveyance, transfer, lease or other disposal of
its properties and assets substantially as an entirety to another Person upon
the terms and conditions set forth in Article Eight shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshaling of assets and liabilities of a Guarantor for the
purposes of this Section 1417 if the Person formed by such consolidation or the
surviving entity of such merger or the Person which acquires by sale,
assignment, conveyance, transfer, lease or other disposal of such properties and
assets substantially as an entirety, as the case may be, shall, as a part of
such consolidation, merger, sale, assignment, conveyance, transfer, lease or
other disposal, comply with the conditions set forth in Article Eight.

     SECTION 1418. DEFAULT ON SENIOR GUARANTOR INDEBTEDNESS.

          (a)    Upon the maturity of any Senior Guarantor Indebtedness by lapse
of time, acceleration or otherwise, all principal thereof and interest thereon
and other amounts due in connection therewith shall first be paid in full in
cash or Cash Equivalents or such payment duly

                                     - 151 -


provided for before any payment is made by any of the Guarantors or any Person
acting on behalf of any of the Guarantors in respect of the Guarantee of such
Guarantor.

          (b)    No payment (excluding payments in the form of Permitted
Guarantor Junior Securities) shall be made by any Guarantor in respect of its
Guarantee during the period in which Section 1417 shall be applicable, during
any suspension of payments in effect under Section 1303(a) of this Indenture or
during any Payment Blockage Period in effect under Sections 1303(b) and (c) of
this Indenture.

          (c)    In the event that, notwithstanding the foregoing, any Guarantor
shall make any payment to the Trustee or the Holder of its Guarantee prohibited
by the foregoing provisions of this Section 1418, then and in such event such
payment shall be paid over and delivered forthwith to the representatives of the
holders of the Senior Guarantor Indebtedness or as a court of competent
jurisdiction shall direct.

     SECTION 1419. PAYMENT PERMITTED BY EACH OF THE GUARANTORS IF NO DEFAULT.

          Nothing contained in this Article Fourteen, elsewhere in this
Indenture or in any of the Securities shall prevent any Guarantor, at any time
except during the pendency of any case, proceeding, dissolution, liquidation or
other winding-up, assignment for the benefit of creditors or other marshaling of
assets and liabilities of such Guarantor referred to in Section 1417 or under
the conditions described in Section 1418, from making payments at any time of
principal of, premium, if any, or interest on the Securities.

     SECTION 1420. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR GUARANTOR
INDEBTEDNESS.

          After the payment in full in cash or Cash Equivalents of all Senior
Guarantor Indebtedness, the Holders of the Securities shall be subrogated to the
rights of the holders of such Senior Guarantor Indebtedness to receive payments
and distributions of cash, property and securities applicable to the Senior
Guarantor Indebtedness until the principal of, premium, if any, and interest on,
the Securities shall be paid in full. For purposes of such subrogation, no
payments or distributions to the holders of Senior Guarantor Indebtedness of any
cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article Fourteen,
and no payments over pursuant to the provisions of this Article Fourteen to the
holders of Senior Guarantor Indebtedness by Holders of the Securities or the
Trustee, shall, as among any Guarantor, its creditors other than holders of
Senior Guarantor Indebtedness, and the Holders of the Securities, be deemed to
be a payment or distribution by such Guarantor to or on account of the Senior
Guarantor Indebtedness.

     SECTION 1421. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

          The provisions of Sections 1416 through 1429 of this Indenture are
intended solely for the purpose of defining the relative rights of the Holders
of the Securities on the one hand and the holders of Senior Guarantor
Indebtedness on the other hand. Nothing contained in this Article Fourteen or
elsewhere in this Indenture or in the Securities is intended to or shall (a)
impair, as among any Guarantor, its creditors other than holders of Senior
Guarantor Indebtedness and the Holders of the Securities, the obligation such
Guarantor, which is absolute and unconditional, to pay to the Holders of the
Securities the principal of, premium, if any, and interest on, the Securities as
and when the same shall become due and payable in accordance with their terms;
or (b) affect the relative rights against each of the Guarantors of the Holders
of the Securities and creditors of each of the Guarantors other

                                     - 152 -


than the holders of Senior Guarantor Indebtedness; or (c) prevent the Trustee or
the Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article Fourteen of the holders of Senior Guarantor Indebtedness (1)
in any case, proceeding, dissolution, liquidation or other winding up,
assignment for the benefit of creditors or other marshaling of assets and
liabilities of the Guarantors referred to in Section 1417, to receive, pursuant
to and in accordance with such Section, cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder, or (2) under the
conditions specified in Section 1418, to prevent any payment prohibited by such
Section or enforce their rights pursuant to Section 1418(c).

     SECTION 1422. TRUSTEE TO EFFECTUATE SUBORDINATION.

          Each Holder of a Security by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article Fourteen and appoints the Trustee such Holder's attorney-in-fact
for any and all such purposes, including, in the event of any dissolution,
winding-up, liquidation or reorganization of any Guarantor whether in
bankruptcy, insolvency, receivership proceedings, or otherwise, the timely
filing of a claim for the unpaid balance of the Indebtedness of any Guarantor
owing to such Holder in the form required in such proceedings and the causing of
such claim to be approved.

     SECTION 1423. NO WAIVER OF SUBORDINATION PROVISIONS.

          (a)    No right of any present or future holder of any Senior
Guarantor Indebtedness to enforce subordination as herein provided shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of any Guarantor or by any act or failure to act, in good faith, by any
such holder, or by any non-compliance by any Guarantor with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
any such holder may have or be otherwise charged with.

          (b)    Without limiting the generality of subsection (a) of this
Section 1423, the holders of Senior Guarantor Indebtedness may, at any time and
from time to time, without the consent of or notice to the Trustee or the
Holders of the Securities, without incurring responsibility to the Holders of
the Securities and without impairing or releasing the subordination provided in
this Article Fourteen or the obligations hereunder of the Holders of the
Securities to the holders of Senior Guarantor Indebtedness, do any one or more
of the following: (1) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Guarantor Indebtedness or any
instrument evidencing the same or any agreement under which Senior Guarantor
Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Guarantor
Indebtedness; (3) release any Person liable in any manner for the collection or
payment of Senior Guarantor Indebtedness; and (4) exercise or refrain from
exercising any rights against any of the Guarantors and any other Person;
PROVIDED, HOWEVER, that in no event shall any such actions limit the right of
the Holders of the Securities to take any action to accelerate the Maturity of
the Securities pursuant to Article Five of this Indenture or to pursue any
rights or remedies hereunder or under applicable laws if the taking of such
action does not otherwise violate the terms of this Article Fourteen.

                                     - 153 -


     SECTION 1424. NOTICE TO TRUSTEE BY EACH OF THE GUARANTORS.

          (a)    Each Guarantor shall give prompt written notice to the Trustee
of any fact known to such Guarantor which would prohibit the making of any
payment to or by the Trustee in respect of the Guarantee. Notwithstanding the
provisions of this Article Fourteen or any other provision of this Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts
which would prohibit the making of any payment to or by the Trustee in respect
of the Securities, unless and until the Trustee shall have received written
notice thereof from any Guarantor or a holder of Senior Guarantor Indebtedness
or any trustee, fiduciary or agent therefor; and, prior to the receipt of any
such written notice, the Trustee shall be entitled in all respects to assume
that no such facts exist; provided, however, that if the Trustee shall not have
received the notice provided for in this Section 1424 by Noon, Eastern Time, on
the Business Day prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of, premium, if any, or interest on any Security), then, anything
herein contained to the contrary notwithstanding but without limiting the rights
and remedies of the holders of Senior Guarantor Indebtedness or any trustee,
fiduciary or agent thereof, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it after such date; nor shall the Trustee be charged with knowledge
of the curing of any such default or the elimination of the act or condition
preventing any such payment unless and until the Trustee shall have received an
Officers' Certificate to such effect.

          (b)    The Trustee shall be entitled to rely on the delivery to it of
a written notice to the Trustee and each Guarantor by a Person which represents
itself as a representative of one or more holders of Guarantor Senior or a
holder of Senior Guarantor Indebtedness (or a trustee, fiduciary or agent
therefor) to establish that such notice has been given by a representative of or
a holder of Senior Guarantor Indebtedness (or a trustee, fiduciary or agent
therefor); provided, however, that failure to give such notice to the Company or
any Guarantor shall not affect in any way the ability of the Trustee to rely on
such notice. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Guarantor Indebtedness to participate in any payment or distribution
pursuant to this Article Fourteen, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Guarantor Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article Fourteen, and if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

     SECTION 1425. RELIANCE ON JUDICIAL ORDERS OR CERTIFICATES.

          Upon any payment or distribution of assets of any Guarantor referred
to in this Article Fourteen, the Trustee and the Holders of the Securities shall
be entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Guarantor
Indebtedness and other Indebtedness of such Guarantor, the amount thereof or
payable thereon, the amount or amounts paid or distributed

                                     - 154 -


thereon and all other facts pertinent thereto or to this Article, provided that
the foregoing shall apply only if such court has been fully apprised of the
provisions of this Article.

     SECTION 1426. RIGHTS OF TRUSTEE AS A HOLDER OF SENIOR GUARANTOR
INDEBTEDNESS; PRESERVATION OF TRUSTEE'S RIGHTS.

          The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Fourteen with respect to any Senior Guarantor
Indebtedness which may at any time be held by it, to the same extent as any
other holder of Senior Guarantor Indebtedness, and nothing in this Indenture
shall deprive the Trustee of any of its rights as such holder. Nothing in this
Article Fourteen shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 607.

     SECTION 1427. ARTICLE APPLICABLE TO PAYING AGENTS.

          In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting under this Indenture, the term
"Trustee" as used in this Article Fourteen shall in such case (unless the
context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article Fourteen in addition to or in place of
the Trustee; provided, however, that Section 1426 shall not apply to the Company
or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

     SECTION 1428. NO SUSPENSION OF REMEDIES.

          Nothing contained in this Article Fourteen shall limit the right of
the Trustee or the Holders of Securities to take any action to accelerate the
Maturity of the Securities pursuant to Article Five of this Indenture or to
pursue any rights or remedies hereunder or under applicable law, subject to the
rights, if any, under this Article Fourteen of the holders, from time to time,
of Senior Guarantor Indebtedness to receive the cash, property or securities
receivable upon the exercise of such rights or remedies.

     SECTION 1429. TRUSTEE'S RELATION TO SENIOR GUARANTOR INDEBTEDNESS.

          With respect to the holders of Senior Guarantor Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Fourteen, and no
implied covenants or obligations with respect to the holders of Senior Guarantor
Indebtedness shall be read into this Article Fourteen against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Guarantor Indebtedness and the Trustee shall not be liable to any holder of
Senior Guarantor Indebtedness if it shall in good faith mistakenly (absent
willful misconduct) pay over or deliver to Holders, the Company or any other
Person moneys or assets to which any holder of Senior Guarantor Indebtedness
shall be entitled by virtue of this Article Fourteen or otherwise.

                                     - 155 -


                                      * * *

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, all as of the day and year first above written.


                                THE JEAN COUTU GROUP (PJC) INC.

                                By: /s/ Francois Jean Coutu
                                    -------------------------------------------
                                    Francois Jean Coutu, as President
                                    and Chief Executive Officer


                                BROOKS PHARMACY, INC.
                                JCG HOLDINGS (USA), INC.
                                JEAN COUTU ACQUISITION ONE, INC.
                                JEAN COUTU ACQUISITION TWO, INC.
                                JEAN COUTU ACQUISITION THREE, INC.
                                MAXI DRUG NORTH, INC.
                                MAXI DRUG, INC.
                                MAXI GREEN INC.
                                MC WOONSOCKET, INC.
                                P.J.C. DISTRIBUTION, INC.
                                P.J.C. OF VERMONT INC.
                                P.J.C. REALTY CO., INC.
                                PJC LEASE HOLDINGS, INC.
                                PJC OF CRANSTON, INC.
                                PJC OF EAST PROVIDENCE, INC.
                                PJC OF MASSACHUSETTS, INC.
                                PJC OF RHODE ISLAND, INC.
                                PJC OF WEST WARWICK, INC.
                                PJC REALTY MA, INC.
                                PJC SPECIAL REALTY HOLDINGS, INC.
                                THE JEAN COUTU GROUP (PJC) USA, INC.


                                By: /s/ Michel Coutu
                                    -------------------------------------------
                                    Michel Coutu, as President of each

                                     - 156 -


                                PJC ARLINGTON REALTY LLC
                                PJC DORCHESTER REALTY LLC
                                PJC ESSEX REALTY LLC PJC
                                HAVERHILL REALTY LLC PJC
                                HYDE PARK REALTY LLC PJC
                                MANCHESTER REALTY LLC PJC
                                MANSFIELD REALTY LLC PJC
                                NEW LONDON REALTY LLC PJC
                                NORWICH REALTY LLC PJC
                                PETERBOROUGH REALTY LLC PJC
                                PROVIDENCE REALTY LLC PJC
                                REVERE REALTY LLC

                                By: PJC SPECIAL REALTY HOLDINGS, INC., a
                                Delaware corporation, as Sole Member of each


                                    By: /s/ Michel Coutu
                                        ---------------------------------------
                                        Michel Coutu, as President


                                MAXI DRUG SOUTH, L.P.

                                By: MAXI DRUG, INC., a Delaware corporation, its
                                General Partner


                                    By: /s/ Michel Coutu
                                        ---------------------------------------
                                        Michel Coutu, as President


                                PJC REALTY N.E. LLC
                                JEAN COUTU GROUP HOLDINGS (USA), LLC

                                By: THE JEAN COUTU GROUP (PJC) USA, INC., a
                                Delaware corporation, its Sole Member


                                    By: /s/ Michel Coutu
                                        ---------------------------------------
                                        Michel Coutu, as President

                                     - 157 -


                                3090671 NOVA SCOTIA COMPANY
                                3090672 NOVA SCOTIA COMPANY
                                CENTRE D'INFORMATION RX LTEE./
                                  RX INFORMATION CENTRE LTD.
                                PATERSON'S PHARMACIES LIMITED
                                SERVICES SECURIVOL INC.


                                By: /s/ Andre Belzile
                                    -------------------------------------------
                                    Andre Belzile, as Authorized Signatory


                                WELLS FARGO BANK, N.A, as Trustee

                                By: /s/ Timothy P. Mowdy
                                    -------------------------------------------
                                       Authorized Signatory

                                     - 158 -


                                                                       EXHIBIT A

                            REGULATION S CERTIFICATE

                (For transfers pursuant to Section 307(a)(i) and
                       Section 307(a)(v) of the Indenture)


Wells Fargo Bank, N.A.
Sixth Street & Marquette Avenue; N9303-120
Minneapolis, MN  55479
Attention: Corporate Trust Services

          Re:  8 1/2% Senior Subordinated Notes due 2014 of The Jean Coutu Group
               (PJC) Inc. (the "Securities")
               -----------------------------------------------------------------

          Reference is made to the Indenture, dated as of July 30, 2004 (the
"Indenture"), among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), 3090671 Nova Scotia Company, a company
organized under the laws of Nova Scotia, 3090672 Nova Scotia Company, a company
organized under the laws of Nova Scotia, Brooks Pharmacy, Inc., a Delaware
corporation, JCG Holdings (USA), Inc., a Delaware corporation, Jean Coutu
Acquisition One, Inc., a Delaware corporation, Jean Coutu Acquisition Three,
Inc., a Delaware corporation, Jean Coutu Acquisition Two, Inc., a Delaware
corporation, Jean Coutu Group Holdings (USA), LLC, a Delaware limited liability
company, Maxi Drug North, Inc., a Delaware corporation, Maxi Drug South, L.P., a
Delaware limited partnership, Maxi Drug, Inc., a Delaware corporation, Maxi
Green Inc., a Vermont corporation, MC Woonsocket, Inc., a Rhode Island
corporation, P.J.C. Distribution, Inc., a Delaware corporation, P.J.C. of
Vermont Inc., a Vermont corporation, P.J.C. Realty Co., Inc., a Delaware
corporation, Paterson's Pharmacies Ltd., a limited company organized under the
laws of Ontario, PJC Arlington Realty LLC, a Delaware limited liability company,
PJC Dorchester Realty LLC, a Delaware limited liability company, PJC Essex
Realty LLC, a Delaware limited liability company, PJC Haverhill Realty LLC, a
Delaware limited liability company, PJC Hyde Park Realty LLC, a Delaware limited
liability company, PJC Lease Holdings, Inc., a Delaware corporation, PJC
Manchester Realty LLC, a Delaware limited liability company, PJC Mansfield
Realty LLC, a Delaware limited liability company, PJC New London Realty LLC, a
Delaware limited liability company, PJC Norwich Realty LLC, a Delaware limited
liability company, PJC of Cranston, Inc., a Rhode Island corporation, PJC of
East Providence, Inc., a Rhode Island corporation, PJC of Massachusetts, Inc., a
Massachusetts corporation, PJC of Rhode Island, Inc., a Rhode Island
corporation, PJC of West Warwick, Inc., a Rhode Island corporation, PJC
Peterborough Realty LLC, a Delaware limited liability company, PJC Providence
Realty LLC, a Delaware limited liability company, PJC Realty MA, Inc., a
Massachusetts corporation, PJC Realty N.E. LLC, a Delaware corporation, PJC
Revere Realty LLC, a Delaware limited liability company, PJC Special Realty
Holdings, Inc., a Delaware corporation, RX Information Centre Ltd., a limited
company organized under the laws of Canada, Services Securivol Inc., a
corporation organized under the laws of Canada and The Jean Coutu Group (PJC)
USA, Inc., a Delaware corporation, as guarantors (each a "Guarantor," and
collectively, the "Guarantors"), and Wells Fargo Bank, N.A., as Trustee. Terms
used herein and defined in the Indenture or in Regulation S or Rule 144 under
the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so
defined.



     This certificate relates to US$____________ principal amount of Securities,
which are evidenced by the following certificate(s) (the "Specified
Securities"):

          CUSIP No(s). ___________________________

          CERTIFICATE No(s). _____________________

     The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
The Specified Securities are represented by a Global Security and are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.

     The Owner has requested that the Specified Securities be transferred to a
person (the "Transferee") who will take delivery in the form of a Regulation S
Global Security. In connection with such transfer, the Owner hereby certifies
that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 904 or Rule 144 under the Securities Act and with all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

               (1)  RULE 904 TRANSFERS. If the transfer is being effected in
     accordance with Rule 904:

               (A)  the Owner is not a distributor of the Securities, an
     affiliate of the Company or any such distributor or a person acting on
     behalf of any of the foregoing;

               (B)  the offer of the Specified Securities was not made to a
     person in the United States;

               (C)  either:

               (i) at the time the buy order was originated, the Transferee was
          outside the United States or the Owner and any person acting on its
          behalf reasonably believed that the Transferee was outside the United
          States, or

               (ii) the transaction is being executed in, on or through the
          facilities of the Eurobond market, as regulated by the Association of
          International Bond Dealers, or another designated offshore securities
          market and neither the Owner nor any person acting on its behalf knows
          that the transaction has been prearranged with a buyer in the United
          States;

               (D)  no directed selling efforts have been made in the United
     States by or on behalf of the Owner or any affiliate thereof;

               (E)  if the Owner is a dealer in securities or has received a
     selling concession, fee or other remuneration in respect of the Specified
     Securities, and the transfer is to occur during the Restricted Period, then
     the requirements of Rule 904(c)(1) have been satisfied; and

                                       A-2


               (F)  the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act.

               (2)  RULE 144 TRANSFERS. If the transfer is being effected
     pursuant to Rule 144:

               (A)  the transfer is occurring after a holding period of at least
     one year (computed in accordance with paragraph (d) of Rule 144) has
     elapsed since the Specified Securities were last acquired from the Company
     or from an affiliate of the Company, whichever is later, and is being
     effected in accordance with the applicable amount, manner of sale and
     notice requirements of Rule 144; or

               (B)  the transfer is occurring after a holding period of at least
     two years has elapsed since the Specified Securities were last acquired
     from the Company or from an affiliate of the Company, whichever is later,
     and the Owner is not, and during the preceding three months has not been,
     an affiliate of the Company.

                                       A-3


               This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Initial Purchasers.

Dated:
                     (Print the name of the Undersigned, as such term is
                     defined in the second paragraph of this certificate.)


                     By:
                         ------------------------------------------------------
                         Name:
                         Title:

                     (If the Undersigned is a corporation, partnership or
                     fiduciary, the title of the person signing on behalf of the
                     Undersigned must be stated.)

                                       A-4


                                                                       EXHIBIT B

                        RESTRICTED SECURITIES CERTIFICATE

               (For transfers pursuant to Section 307(a)(iii) and
                     Section 307(a)(viii) of the Indenture)


Wells Fargo Bank, N.A.
Sixth Street & Marquette Avenue; N9303-120
Minneapolis, MN  55479
Attention: Corporate Trust Services

          Re:  8 1/2% Senior Subordinated Notes due 2014 of The Jean Coutu Group
               (PJC) Inc. (the "Securities")
               -----------------------------------------------------------------

          Reference is made to the Indenture, dated as of July 30, 2004 (the
"Indenture"), among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), 3090671 Nova Scotia Company, a company
organized under the laws of Nova Scotia, 3090672 Nova Scotia Company, a company
organized under the laws of Nova Scotia, Brooks Pharmacy, Inc., a Delaware
corporation, JCG Holdings (USA), Inc., a Delaware corporation, Jean Coutu
Acquisition One, Inc., a Delaware corporation, Jean Coutu Acquisition Three,
Inc., a Delaware corporation, Jean Coutu Acquisition Two, Inc., a Delaware
corporation, Jean Coutu Group Holdings (USA), LLC, a Delaware limited liability
company, Maxi Drug North, Inc., a Delaware corporation, Maxi Drug South, L.P., a
Delaware limited partnership, Maxi Drug, Inc., a Delaware corporation, Maxi
Green Inc., a Vermont corporation, MC Woonsocket, Inc., a Rhode Island
corporation, P.J.C. Distribution, Inc., a Delaware corporation, P.J.C. of
Vermont Inc., a Vermont corporation, P.J.C. Realty Co., Inc., a Delaware
corporation, Paterson's Pharmacies Ltd., a limited company organized under the
laws of Ontario, PJC Arlington Realty LLC, a Delaware limited liability company,
PJC Dorchester Realty LLC, a Delaware limited liability company, PJC Essex
Realty LLC, a Delaware limited liability company, PJC Haverhill Realty LLC, a
Delaware limited liability company, PJC Hyde Park Realty LLC, a Delaware limited
liability company, PJC Lease Holdings, Inc., a Delaware corporation, PJC
Manchester Realty LLC, a Delaware limited liability company, PJC Mansfield
Realty LLC, a Delaware limited liability company, PJC New London Realty LLC, a
Delaware limited liability company, PJC Norwich Realty LLC, a Delaware limited
liability company, PJC of Cranston, Inc., a Rhode Island corporation, PJC of
East Providence, Inc., a Rhode Island corporation, PJC of Massachusetts, Inc., a
Massachusetts corporation, PJC of Rhode Island, Inc., a Rhode Island
corporation, PJC of West Warwick, Inc., a Rhode Island corporation, PJC
Peterborough Realty LLC, a Delaware limited liability company, PJC Providence
Realty LLC, a Delaware limited liability company, PJC Realty MA, Inc., a
Massachusetts corporation, PJC Realty N.E. LLC, a Delaware corporation, PJC
Revere Realty LLC, a Delaware limited liability company, PJC Special Realty
Holdings, Inc., a Delaware corporation, RX Information Centre Ltd., a limited
company organized under the laws of Canada, Services Securivol Inc., a
corporation organized under the laws of Canada and The Jean Coutu Group (PJC)
USA, Inc., a Delaware corporation, as guarantors (each a "Guarantor," and
collectively, the "Guarantors"), and Wells Fargo Bank, N.A., as Trustee. Terms
used herein and defined in the Indenture or in Rule 144A or Rule 144 under the
U.S. Securities Act of 1933 (the "Securities Act") are used herein as so
defined.

     This certificate relates to US$_____________ principal amount of
Securities, which are



evidenced by the following certificate(s) (the "Specified Securities"):

                 CUSIP No(s). ___________________________
                 ISIN No(s). If any. ____________________
                 CERTIFICATE No(s). _____________________

     The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
The Specified Securities are represented by a Global Security and are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.

     The Owner has requested that the Specified Securities be transferred to a
person (the "Transferee") who will take delivery in the form of a Restricted
Security. In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule
144A or Rule 144 under the Securities Act and all applicable securities laws of
the states of the United States and other jurisdictions. Accordingly, the Owner
hereby further certifies as follows:

               (1)  RULE 144A TRANSFERS. If the transfer is being effected in
     accordance with Rule 144A:

               (A)  the Specified Securities are being transferred to a person
     that the Owner and any person acting on its behalf reasonably believe is a
     "qualified institutional buyer" within the meaning of Rule 144A, acquiring
     for its own account or for the account of a qualified institutional buyer;
     and

               (B)  the Owner and any person acting on its behalf have taken
     reasonable steps to ensure that the Transferee is aware that the Owner may
     be relying on Rule 144A in connection with the transfer; and

               (2)  RULE 144 TRANSFERS. If the transfer is being effected
     pursuant to Rule 144:

               (A)  the transfer is occurring after a holding period of at least
     one year (computed in accordance with paragraph (d) of Rule 144) has
     elapsed since the Specified Securities were last acquired from the Company
     or from an affiliate of the Company, whichever is later, and is being
     effected in accordance with the applicable amount, manner of sale and
     notice requirements of Rule 144; or

               (B)  the transfer is occurring after a holding period of at least
     two years has elapsed since the Specified Securities were last acquired
     from the Company or from an affiliate of the Company, whichever is later,
     and the Owner is not, and during the preceding three months has not been,
     an affiliate of the Company.

                                       B-2


     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.

Dated:
                     (Print the name of the Undersigned, as such term is
                     defined in the second paragraph of this certificate.)

                     By:
                         -----------------------------------------------------
                         Name:
                         Title:

                     (If the Undersigned is a corporation, partnership or
                     fiduciary, the title of the person signing on behalf of the
                     Undersigned must be stated.)

                                       B-3


                                                                       EXHIBIT C

                  INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE

                (For transfers pursuant to Section 307(a)(ii) and
                      Section 307(a)(iv) of the Indenture)


Wells Fargo Bank, N.A.
Sixth Street & Marquette Avenue; N9303-120
Minneapolis, MN  55479
Attention: Corporate Trust Services

          Re:   8 1/2 Senior Subordinated Notes due 2014 of The Jean Coutu Group
                (PJC) Inc. (the "Securities")
                ----------------------------------------------------------------

          Reference is made to the Indenture, dated as of July 30, 2004 (the
"Indenture"), among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), 3090671 Nova Scotia Company, a company
organized under the laws of Nova Scotia, 3090672 Nova Scotia Company, a company
organized under the laws of Nova Scotia, Brooks Pharmacy, Inc., a Delaware
corporation, JCG Holdings (USA), Inc., a Delaware corporation, Jean Coutu
Acquisition One, Inc., a Delaware corporation, Jean Coutu Acquisition Three,
Inc., a Delaware corporation, Jean Coutu Acquisition Two, Inc., a Delaware
corporation, Jean Coutu Group Holdings (USA), LLC, a Delaware limited liability
company, Maxi Drug North, Inc., a Delaware corporation, Maxi Drug South, L.P., a
Delaware limited partnership, Maxi Drug, Inc., a Delaware corporation, Maxi
Green Inc., a Vermont corporation, MC Woonsocket, Inc., a Rhode Island
corporation, P.J.C. Distribution, Inc., a Delaware corporation, P.J.C. of
Vermont Inc., a Vermont corporation, P.J.C. Realty Co., Inc., a Delaware
corporation, Paterson's Pharmacies Ltd., a limited company organized under the
laws of Ontario, PJC Arlington Realty LLC, a Delaware limited liability company,
PJC Dorchester Realty LLC, a Delaware limited liability company, PJC Essex
Realty LLC, a Delaware limited liability company, PJC Haverhill Realty LLC, a
Delaware limited liability company, PJC Hyde Park Realty LLC, a Delaware limited
liability company, PJC Lease Holdings, Inc., a Delaware corporation, PJC
Manchester Realty LLC, a Delaware limited liability company, PJC Mansfield
Realty LLC, a Delaware limited liability company, PJC New London Realty LLC, a
Delaware limited liability company, PJC Norwich Realty LLC, a Delaware limited
liability company, PJC of Cranston, Inc., a Rhode Island corporation, PJC of
East Providence, Inc., a Rhode Island corporation, PJC of Massachusetts, Inc., a
Massachusetts corporation, PJC of Rhode Island, Inc., a Rhode Island
corporation, PJC of West Warwick, Inc., a Rhode Island corporation, PJC
Peterborough Realty LLC, a Delaware limited liability company, PJC Providence
Realty LLC, a Delaware limited liability company, PJC Realty MA, Inc., a
Massachusetts corporation, PJC Realty N.E. LLC, a Delaware corporation, PJC
Revere Realty LLC, a Delaware limited liability company, PJC Special Realty
Holdings, Inc., a Delaware corporation, RX Information Centre Ltd., a limited
company organized under the laws of Canada, Services Securivol Inc., a
corporation organized under the laws of Canada and The Jean Coutu Group (PJC)
USA, Inc., a Delaware corporation, as guarantors (each a "Guarantor," and
collectively, the "Guarantors"), and Wells Fargo Bank, N.A., as Trustee. Terms
used herein and defined in the Indenture are used herein as so defined.

          We are delivering this letter in connection with the proposed transfer
of $_____________ principal amount of Securities.



     We, the undersigned, hereby confirm that:

     (i)    we are an "accredited investor" within the meaning of Rule
501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the
"Securities Act"), or an entity in which all of the equity owners are accredited
investors within the meaning of Rule 501(a)(1), (2) or (3) under the Securities
Act (an "Institutional Accredited Investor");

     (ii)   the purchase of the Securities by us is for our own account or for
the account of one or more other Institutional Accredited Investors or as
fiduciary for the account of one or more trusts, each of which is an "accredited
investor" within the meaning of Rule 501(a)(7) under the Securities Act and for
each of which we exercise sole investment discretion or (B) we are a "bank,"
within the meaning of Section 3(a)(2) of the Securities Act, or a "savings and
loan association" or other institution described in Section 3(a)(5)(A) of the
Securities Act that is acquiring the Securities as fiduciary for the account of
one or more institutions for which we exercise sole investment discretion;

     (iii)  we have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of purchasing the
Securities; and

     (iv)   we are not acquiring the Securities with a view to distribution
thereof or with any present intention of offering or selling the Securities,
except as permitted below; provided that the disposition of our property and
property of any accounts for which we are acting as fiduciary shall remain at
all times within our control.

     We understand that the Securities were originally offered and sold in a
transaction not involving any public offering within the United States within
the meaning of the Securities Act and that the Securities have not been
registered under the Securities Act, and we agree, on our own behalf and on
behalf of each account for which we acquire any Securities, that if in the
future we decide to resell or otherwise transfer such Securities prior to the
date (the "Resale Restriction Termination Date") which is two years after the
later of the original issuance of the Securities and the last date on which the
Company or an affiliate of the Company was the owner of the Security, such
Securities may be resold or otherwise transferred only (i) to the Company or any
subsidiary thereof, or (ii) for as long as the Securities are eligible for
resale pursuant to Rule 144A, to a person it reasonably believes is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act) that
purchases for its own account or for the account of a qualified institutional
buyer to which notice is given that the transfer is being made in reliance on
Rule 144A, or (iii) to an Institutional Accredited Investor that is acquiring
the Security for its own account, or for the account of such Institutional
Accredited Investor for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act,
or (iv) outside the United States in accordance with Rule 904 of Regulation S
under the Securities Act, or (v) pursuant to another available exemption from
registration under the Securities Act (if applicable), or (vi) pursuant to a
registration statement which has been declared effective under the Securities
Act and, in each case, in accordance with any applicable securities laws of any
State of the United States or any other applicable jurisdiction and in
accordance with the legends set forth on the Securities. We further agree to
provide any person purchasing any of the Securities other than pursuant to
clause (vi) above from us a notice advising such purchaser that resales of such
securities are restricted as stated herein. We understand that the trustee or
the transfer agent, as the case may be, for the Securities will not be required
to accept for registration of transfer any Securities pursuant to (iii), (iv) or
(v) above except upon presentation of evidence satisfactory to the Company that
the foregoing restrictions on transfer have been complied with. We further
understand that any Securities are represented by a Global Security and are held
through the

                                       C-2


Depositary or an Agent Member in the name of the undersigned, as or on behalf of
the owner and that such Global Security will bear a legend reflecting the
substance of this paragraph other than certificates representing Securities
transferred pursuant to clause (vi) above.

                                       C-3


     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.


Dated:
                     (Print the name of the Institutional Accredited Investor)

                     By:
                         ---------------------------------------------------
                         Name:
                         Title:

                                       C-4


                                                                       EXHIBIT D

                       UNRESTRICTED SECURITIES CERTIFICATE

               (For removal of Securities Act Legends pursuant to
                        Section 307(b) of the Indenture)

Wells Fargo Bank, N.A.
Sixth Street & Marquette Avenue; N9303-120
Minneapolis, MN  55479
Attention: Corporate Trust Services

          Re:  8 1/2% Senior Subordinated Notes due 2014 of The Jean Coutu Group
               (PJC) INC. (the "Securities")
               -----------------------------------------------------------------

          Reference is made to the Indenture, dated as of July 30, 2004 (the
"Indenture"), among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), 3090671 Nova Scotia Company, a company
organized under the laws of Nova Scotia, 3090672 Nova Scotia Company, a company
organized under the laws of Nova Scotia, Brooks Pharmacy, Inc., a Delaware
corporation, JCG Holdings (USA), Inc., a Delaware corporation, Jean Coutu
Acquisition One, Inc., a Delaware corporation, Jean Coutu Acquisition Three,
Inc., a Delaware corporation, Jean Coutu Acquisition Two, Inc., a Delaware
corporation, Jean Coutu Group Holdings (USA), LLC, a Delaware limited liability
company, Maxi Drug North, Inc., a Delaware corporation, Maxi Drug South, L.P., a
Delaware limited partnership, Maxi Drug, Inc., a Delaware corporation, Maxi
Green Inc., a Vermont corporation, MC Woonsocket, Inc., a Rhode Island
corporation, P.J.C. Distribution, Inc., a Delaware corporation, P.J.C. of
Vermont Inc., a Vermont corporation, P.J.C. Realty Co., Inc., a Delaware
corporation, Paterson's Pharmacies Ltd., a limited company organized under the
laws of Ontario, PJC Arlington Realty LLC, a Delaware limited liability company,
PJC Dorchester Realty LLC, a Delaware limited liability company, PJC Essex
Realty LLC, a Delaware limited liability company, PJC Haverhill Realty LLC, a
Delaware limited liability company, PJC Hyde Park Realty LLC, a Delaware limited
liability company, PJC Lease Holdings, Inc., a Delaware corporation, PJC
Manchester Realty LLC, a Delaware limited liability company, PJC Mansfield
Realty LLC, a Delaware limited liability company, PJC New London Realty LLC, a
Delaware limited liability company, PJC Norwich Realty LLC, a Delaware limited
liability company, PJC of Cranston, Inc., a Rhode Island corporation, PJC of
East Providence, Inc., a Rhode Island corporation, PJC of Massachusetts, Inc., a
Massachusetts corporation, PJC of Rhode Island, Inc., a Rhode Island
corporation, PJC of West Warwick, Inc., a Rhode Island corporation, PJC
Peterborough Realty LLC, a Delaware limited liability company, PJC Providence
Realty LLC, a Delaware limited liability company, PJC Realty MA, Inc., a
Massachusetts corporation, PJC Realty N.E. LLC, a Delaware corporation, PJC
Revere Realty LLC, a Delaware limited liability company, PJC Special Realty
Holdings, Inc., a Delaware corporation, RX Information Centre Ltd., a limited
company organized under the laws of Canada, Services Securivol Inc., a
corporation organized under the laws of Canada and The Jean Coutu Group (PJC)
USA, Inc., a Delaware corporation, as guarantors (each a "Guarantor," and
collectively, the "Guarantors"), and Wells Fargo Bank, N.A., as Trustee. Terms
used herein and defined in the Indenture or in Rule 144A or Rule 144 under the
U.S. Securities Act of 1933 (the "Securities Act") are used herein as so
defined.

     This certificate relates to US$_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):



            CUSIP No(s). ___________________________

            CERTIFICATE No(s). _____________________

     The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

     The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Private Placement Legend pursuant to Section 307(b) of the
Indenture. In connection with such exchange, the Owner hereby certifies that the
exchange is occurring after a holding period of at least two years (computed in
accordance with paragraph (d) of Rule 144) has elapsed since the Specified
Securities were last acquired from the Company or from an affiliate of the
Company, whichever is later, and the Owner is not, and during the preceding
three months has not been, an affiliate of the Company. The Owner also
acknowledges that any future transfers of the Specified Securities must comply
with all applicable securities laws of the states of the United States and other
jurisdictions.

                                       D-2


     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.

Dated:

                     (Print the name of the Undersigned, as such term is
                     defined in the second paragraph of this certificate.)


                     By:
                         -----------------------------------------------------
                         Name:
                         Title:

                     (If the Undersigned is a corporation, partnership or
                     fiduciary, the title of the person signing on behalf of the
                     Undersigned must be stated.)

                                       D-3


                                                                       EXHIBIT E

                             SUPPLEMENTAL INDENTURE

     Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated as of [ ] __,
2004, by and among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), the Company's subsidiaries listed on
Schedule A hereto (collectively, the "NEW GUARANTORS"), the Company's
subsidiaries listed on Schedule B hereto (collectively the "EXISTING
GUARANTORS") and Wells Fargo Bank, N.A., a national banking association, as
trustee under the Indenture referred to below (the "TRUSTEE").

                               W I T N E S S E T H

     WHEREAS, the Company, the Existing Guarantors and the Trustee are parties
to an indenture (the "INDENTURE"), dated as of July 30, 2004 providing for the
issuance of 8 1/2% Senior Subordinated Securities due 2014 (the "SECURITIES");

     WHEREAS, the Indenture provides that, without the consent of any Holders,
the Company and the Exiting Guarantors, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into indentures
supplemental thereto or agreements or other instruments with respect to any
Guarantee, in form and substance satisfactory to the Trustee, for the purpose of
adding a Guarantor;

     WHEREAS, each New Guarantor wishes to guarantee the Securities pursuant to
the Indenture;

     WHEREAS, pursuant to the Indenture the Company, the Existing Guarantors,
the New Guarantors and the Trustee have agreed to enter into this Supplemental
Indenture for the purposes stated herein; and

     WHEREAS, all things necessary have been done to make this Supplemental
Indenture, when executed and delivered by the Company, the Existing Guarantors,
and each New Guarantor, the legal, valid and binding agreement of the Company,
the Existing Guarantors, and each New Guarantor, in accordance with its terms.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, each New Guarantor, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:

     1.   CAPITALIZED TERMS.  Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2.   GUARANTEE. Each New Guarantor hereby agrees to guarantee the Indenture
and the Securities related thereto pursuant to the terms and conditions of
Article Fourteen of the Indenture, such Article Fourteen being incorporated by
reference herein as if set forth at length herein (each such guarantee, a
"GUARANTEE") and such New Guarantor agrees to be bound as a Guarantor under the
Indenture as if it had been an initial signatory thereto.



     3.   NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES OR
STOCKHOLDERS. No director, officer, employee, member or stockholder of any New
Guarantor, as such, will have any liability for any obligations of the Company,
the New Guarantors or the Existing Guarantors under the Securities, the
Indenture, the Guarantees, or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Securities by
accepting a Security waives and releases the Company and each New Guarantor from
all such liability. The waiver and release are part of the consideration for
issuance of the Securities.

     4.   GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

     5.   COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     6.   EFFECT OF HEADINGS. The section headings herein are for convenience
only and shall not affect the construction hereof.

     7.   THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Company, the New Guarantors and the Existing
Guarantors.

                                       E-2


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed and attested, all as of the date first above written.

     Dated:                      , 2004
            -------------------

                                         THE JEAN COUTU GROUP (PJC) INC.


                                         By:
                                             -----------------------------


                                         EACH GUARANTOR LISTED ON
                                         SCHEDULE A HERETO


                                         By:
                                             -----------------------------


                                         EACH GUARANTOR LISTED ON
                                         SCHEDULE B HERETO

                                         By:
                                             -----------------------------


                                         WELLS FARGO BANK, N.A., as Trustee

                                         By:
                                             -----------------------------
                                                  Authorized Signator


                                       E-3

EX-4.6

                                                                     Exhibit 4.6

                             SUPPLEMENTAL INDENTURE

     Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated as of July
30, 2004, by and among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), the Company's subsidiaries listed on
Schedule A hereto (collectively, the "NEW GUARANTORS"), the Company's
subsidiaries listed on Schedule B hereto (collectively the "EXISTING
GUARANTORS") and Wells Fargo Bank, N.A., a national banking association, as
trustee under the Indenture referred to below (the "TRUSTEE").

                               W I T N E S S E T H

     WHEREAS, the Company, the Existing Guarantors and the Trustee are parties
to an indenture (the "INDENTURE"), dated as of July 30, 2004 providing for the
issuance of 8.500% Senior Subordinated Securities due 2014 (the "SECURITIES");

     WHEREAS, the Indenture provides that, without the consent of any Holders,
the Company and the Exiting Guarantors, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into indentures
supplemental thereto or agreements or other instruments with respect to any
Guarantee, in form and substance satisfactory to the Trustee, for the purpose of
adding a Guarantor;

     WHEREAS, each New Guarantor wishes to guarantee the Securities pursuant to
the Indenture;

     WHEREAS, pursuant to the Indenture the Company, the Existing Guarantors,
the New Guarantors and the Trustee have agreed to enter into this Supplemental
Indenture for the purposes stated herein; and

     WHEREAS, all things necessary have been done to make this Supplemental
Indenture, when executed and delivered by the Company, the Existing Guarantors,
and each New Guarantor, the legal, valid and binding agreement of the Company,
the Existing Guarantors, and each New Guarantor, in accordance with its terms.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, each New Guarantor, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:

 1.  CAPITALIZED TERMS.  Capitalized terms used herein without definition shall
     have the meanings assigned to them in the Indenture.

 2.  GUARANTEE. Each New Guarantor hereby agrees to guarantee the Indenture and
     the Securities related thereto pursuant to the terms and conditions of
     Article Fourteen of the Indenture, such Article Fourteen being incorporated
     by reference herein as if set forth at



     length herein (each such guarantee, a "GUARANTEE") and such New Guarantor
     agrees to be bound as a Guarantor under the Indenture as if it had been an
     initial signatory thereto.

 3.  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES OR STOCKHOLDERS. No
     director, officer, employee, member or stockholder of any New Guarantor, as
     such, will have any liability for any obligations of the Company, the New
     Guarantors or the Existing Guarantors under the Securities, the Indenture,
     the Guarantees, or for any claim based on, in respect of, or by reason of,
     such obligations or their creation. Each Holder of Securities by accepting
     a Security waives and releases the Company and each New Guarantor from all
     such liability. The waiver and release are part of the consideration for
     issuance of the Securities.

 4.  GOVERNING LAW.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
     CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
     GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

 5.  COUNTERPARTS.  The parties may sign any number of copies of this
     Supplemental Indenture.  Each signed copy shall be an original, but all of
     them together represent the same agreement.

 6.  EFFECT OF HEADINGS.  The section headings herein are for convenience only
     and shall not affect the construction hereof.

 7.  THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever
     for or in respect of the validity or sufficiency of this Supplemental
     Indenture or for or in respect of the recitals contained herein, all of
     which recitals are made solely by the Company, the New Guarantors and the
     Existing Guarantors.



IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed and attested, all as of the date first above written.

     Dated: July 30, 2004


                                   THE JEAN COUTU GROUP (PJC) INC.


                                   By: /s/ Francois Jean Coutu
                                      --------------------------------------
                                       Francois Jean Coutu, as President
                                       and Chief Executive Officer


                                   BROOKS PHARMACY, INC.
                                   JCG HOLDINGS (USA), INC.
                                   JEAN COUTU ACQUISITION ONE, INC.
                                   JEAN COUTU ACQUISITION TWO, INC.
                                   JEAN COUTU ACQUISITION THREE, INC.
                                   MAXI DRUG NORTH, INC.
                                   MAXI DRUG, INC.
                                   MAXI GREEN INC.
                                   MC WOONSOCKET, INC.
                                   P.J.C. DISTRIBUTION, INC.
                                   P.J.C. OF VERMONT INC.
                                   P.J.C. REALTY CO., INC.
                                   PJC LEASE HOLDINGS, INC.
                                   PJC OF CRANSTON, INC.
                                   PJC OF EAST PROVIDENCE, INC.
                                   PJC OF MASSACHUSETTS, INC.
                                   PJC OF RHODE ISLAND, INC.
                                   PJC OF WEST WARWICK, INC.
                                   PJC REALTY MA, INC.
                                   PJC SPECIAL REALTY HOLDINGS, INC.
                                   THE JEAN COUTU GROUP (PJC) USA, INC.


                                   By: /s/ Michel Coutu
                                      ------------------------------------------
                                       Michel Coutu, as President of each



                                   PJC ARLINGTON REALTY LLC
                                   PJC DORCHESTER REALTY LLC
                                   PJC ESSEX REALTY LLC
                                   PJC HAVERHILL REALTY LLC
                                   PJC HYDE PARK REALTY LLC
                                   PJC MANCHESTER REALTY LLC
                                   PJC MANSFIELD REALTY LLC
                                   PJC NEW LONDON REALTY LLC
                                   PJC NORWICH REALTY LLC
                                   PJC PETERBOROUGH REALTY LLC
                                   PJC PROVIDENCE REALTY LLC
                                   PJC REVERE REALTY LLC

                                   By: PJC SPECIAL REALTY HOLDINGS, INC., a
                                   Delaware corporation, as Sole Member of each


                                      By: /s/ Michel Coutu
                                         ---------------------------------------
                                         Michel Coutu, as President


                                   MAXI DRUG SOUTH, L.P.

                                   By: MAXI DRUG, INC., a Delaware corporation,
                                   its General Partner


                                      By: /s/ Michel Coutu
                                         ---------------------------------------
                                         Michel Coutu, as President


                                   PJC REALTY N.E. LLC
                                   JEAN COUTU GROUP HOLDINGS (USA),
                                   LLC

                                   By: THE JEAN COUTU GROUP (PJC) USA,
                                   INC., a Delaware corporation, its Sole Member


                                      By: /s/ Michel Coutu
                                         ---------------------------------------
                                         Michel Coutu, as President



                                   3090671 NOVA SCOTIA COMPANY
                                   3090672 NOVA SCOTIA COMPANY
                                   CENTRE D'INFORMATION RX LTEE./
                                      RX INFORMATION CENTRE LTD.
                                   PATERSON'S PHARMACIES LIMITED
                                   SERVICES SECURIVOL INC.


                                   By: /s/ Andre Belzile
                                      ------------------------------------------
                                      Andre Belzile, as Authorized Signatory


                                   ECKERD CORPORATION
                                   ECKERD FLEET, INC.
                                   EDC DRUG STORES, INC.
                                   EDC LICENSING, INC.
                                   GENOVESE DRUG STORES, INC.
                                   THRIFT DRUG, INC.
                                   THRIFT DRUG SERVICES, INC.


                                   By: /s/ Michel Coutu
                                      ------------------------------------------
                                      Michel Coutu, as President of each


                                   WELLS FARGO BANK, N.A, as Trustee

                                   By:          [signed]
                                       -----------------------------------------
                                          Authorized Signatory

EX-4.9

                                                                     Exhibit 4.9


                ------------------------------------------------


                          REGISTRATION RIGHTS AGREEMENT

                            DATED AS OF JULY 30, 2004

                                      AMONG

                        THE JEAN COUTU GROUP (PJC) INC.,

                        THE GUARANTORS SIGNATORY HERETO,

                      MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED,

                          DEUTSCHE BANK SECURITIES INC.

                                       AND

                           NBF SECURITIES (USA) CORP.


                ------------------------------------------------



                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (the "Agreement") is made and entered
into this 30th day of July, 2004, among The Jean Coutu Group (PJC) Inc., a
corporation organized under the laws of Quebec (the "Company"), the guarantors
signatory hereto (the "Guarantors"), Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Deutsche Bank Securities Inc. and NBF Securities (USA) Corp.
(collectively, the "Initial Purchasers").

     This Agreement is made pursuant to the Purchase Agreement, dated July 20,
2004, among the Company, the Guarantors and the Initial Purchasers (the
"Purchase Agreement"), which provides for the sale by the Company to the Initial
Purchasers of an aggregate of (a) $350,000,000 principal amount of the Company's
7 5/8% Senior Notes due 2012 (the "Senior Notes") and (b) $850,000,000 principal
amount of the Company's 8 1/2% Senior Subordinated Notes due 2014 (the "Senior
Subordinated Notes," together with the Senior Notes, the "Notes"). The
obligations of the Company under the Senior Notes will be fully and
unconditionally guaranteed by the Guarantors (the "Senior Note Guarantees"). The
obligations of the Company under the Senior Subordinated Notes will be fully and
unconditionally guaranteed by the Guarantors (the "Senior Subordinated Note
Guarantees," and together with the Senior Note Guarantees, the "Guarantees").
The Notes and the Guarantees are collectively referred to herein as the
"Securities." In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company and the Guarantors have agreed to provide to the
Initial Purchasers and their direct and indirect transferees the registration
rights set forth in this Agreement. The execution and delivery of this Agreement
is a condition to the closing under the Purchase Agreement.

     In consideration of the foregoing, the parties hereto agree as follows:

          1.      DEFINITIONS.

          As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

          "1933 ACT" shall mean the U.S. Securities Act of 1933, as amended.

          "1934 ACT" shall mean the U.S. Securities Exchange Act of l934, as
     amended.

          "ADDITIONAL INTEREST" has the meaning set forth in Section 2.5.

          "AGREEMENT" shall have the meaning set forth in the preamble of this
     Agreement.

          "CLOSING DATE" shall mean the Closing Time as defined in the Purchase
     Agreement.



          "COMPANY" shall have the meaning set forth in the preamble of this
     Agreement and shall also include the Company's successors and assigns.

          "DEPOSITARY" shall mean The Depository Trust Company, or any other
     depositary appointed by the Company and the Guarantors, provided, however,
     that such depositary must have an address in the Borough of Manhattan, in
     the City of New York.

          "EXCHANGE OFFER" shall mean the exchange offer by the Company and the
     Guarantors of Exchange Securities for Registrable Securities pursuant to
     Section 2.1 hereof.

          "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933
     Act effected pursuant to Section 2.1 hereof.

          "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
     registration statement on Form S-4 or F-4 (or, if applicable, on another
     appropriate form or on any successor form used for substantially the same
     transactions), and all amendments and supplements to such registration
     statement, including the Prospectus contained therein, all exhibits thereto
     and all documents incorporated by reference therein.

          "EXCHANGE PERIOD" shall have the meaning set forth in Section 2.1
     hereof.

          "EXCHANGE SECURITIES" shall mean, the Notes issued by the Company
     under the applicable Indenture and the related guarantees issued by the
     Guarantors under the applicable Indenture, containing terms identical to
     the Securities in all material respects (except for references to certain
     interest rate provisions, restrictions on transfers and restrictive
     legends), to be offered to Holders of Securities in exchange for
     Registrable Securities pursuant to the Exchange Offer.

          "GUARANTORS" shall have the meaning set forth in the preamble of this
     Agreement and shall also include the Guarantors' successors.

          "HOLDER" shall mean an Initial Purchaser, for so long as it owns any
     Registrable Securities, and each of its successors, assigns and direct and
     indirect transferees who become registered owners of Registrable Securities
     under the Indenture and each Participating Broker-Dealer that holds
     Exchange Securities for so long as such Participating Broker-Dealer is
     required to deliver a prospectus meeting the requirements of the 1933 Act
     in connection with any resale of such Exchange Securities.

          "INDENTURES" shall mean, collectively (a) the indenture relating to
     the Senior Notes and Senior Note Guarantees, dated as of July 30, 2004,
     among the Company,



     the Guarantors and The Bank of New York, as trustee, as the same may be
     amended, supplemented, waived or otherwise modified from time to time in
     accordance with the terms thereof and (b) the indenture relating to the
     Senior Subordinated Notes and the Senior Subordinated Note Guarantees,
     dated as of July 30, 2004, among the Company, the Guarantors and Wells
     Fargo Bank, National Association, as trustee, as the same may be amended,
     supplemented, waived, or otherwise modified from time to time in accordance
     with the terms thereof.

          "INITIAL PURCHASER" or "INITIAL PURCHASERS" shall have the meaning set
     forth in the preamble of this Agreement.

          "MAJORITY HOLDERS" shall mean the Holders of a majority of the
     aggregate principal amount of Outstanding (as defined in the applicable
     Indenture) Registrable Securities; PROVIDED that whenever the consent or
     approval of Holders of a specified percentage of Registrable Securities is
     required hereunder, Registrable Securities held by the Company and the
     Guarantors on the Securities or any Affiliate (as defined in the applicable
     Indenture) of the Company shall be disregarded in determining whether such
     consent or approval was given by the Holders of such required percentage
     amount.

          "NASD" means National Association of Securities Dealers, Inc.

          "NOTES" shall have the meaning set forth in the preamble of this
     Agreement.

          "PARTICIPATING BROKER-DEALER" shall mean any of Merrill Lynch, Pierce,
     Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and NBF
     Securities (USA) Corp. and any other broker-dealer which makes a market in
     the Securities and exchanges Registrable Securities in the Exchange Offer
     for Exchange Securities.

          "PERSON" shall mean an individual, partnership (general or limited),
     corporation, limited liability company, trust or unincorporated
     organization, or a government or agency or political subdivision thereof.

          "PRIVATE EXCHANGE" shall have the meaning set forth in Section 2.1
     hereof.

          "PRIVATE EXCHANGE SECURITIES" shall have the meaning set forth in
     Section 2.1 hereof.

          "PROSPECTUS" shall mean the prospectus included in a Registration
     Statement, including any preliminary prospectus, and any such prospectus as
     amended or supplemented by any prospectus supplement, including any such
     prospectus supplement with respect to the terms of the offering of any
     portion of the Registrable Securities covered by a Shelf Registration
     Statement, and by all other



     amendments and supplements to a prospectus, including post-effective
     amendments, and in each case including all material incorporated by
     reference therein.

          "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble
     of this Agreement.

          "REGISTRABLE SECURITIES" shall mean, collectively, the Securities and,
     if issued, the Private Exchange Securities; provided, however, that the
     Securities and, if issued, the Private Exchange Securities, shall cease to
     be Registrable Securities when (i) a Registration Statement with respect to
     such Securities shall have been declared effective under the 1933 Act and
     such Securities shall have been disposed of pursuant to such Registration
     Statement, (ii) such Securities have been sold to the public pursuant to
     Rule l44 (or any similar provision then in force, but not Rule 144A), or
     may be sold without registration under Rule 144(k), under the 1933 Act,
     (iii) such Securities shall have ceased to be outstanding or (iv) the
     Exchange Offer is consummated (except in the case of Securities purchased
     from the Company and the Guarantors and continued to be held by the Initial
     Purchasers or Securities which may not be exchanged in the Exchange Offer).

          "REGISTRATION DEFAULT" shall have the meaning set forth in Section 2.5
     hereof.

          "REGISTRATION EXPENSES" shall mean any and all expenses incident to
     performance of or compliance by the Company and the Guarantors with this
     Agreement, including without limitation: (i) all SEC, stock exchange or
     NASD registration and filing fees, including, if applicable, the fees and
     expenses of any "qualified independent underwriter" (and its counsel) that
     is required to be retained by any holder of Registrable Securities in
     accordance with the rules and regulations of the NASD, (ii) all reasonable
     fees and expenses incurred in connection with compliance with state
     securities or blue sky laws and compliance with the rules of the NASD
     (including reasonable fees and disbursements of one counsel for any
     underwriters or Holders in connection with blue sky qualification of any of
     the Exchange Securities or Registrable Securities and any filings with the
     NASD), (iii) all applicable expenses incurred by the Company in preparing
     or assisting in preparing, word processing, printing and distributing any
     Registration Statement, any Prospectus, any amendments or supplements
     thereto and other documents relating to the performance of and compliance
     with this Agreement, (iv) all fees and expenses incurred in connection with
     the listing, if any, of any of the Registrable Securities on any securities
     exchange or exchanges if the Company, in its discretion, elects to make any
     such listing, (v) all rating agency fees, if any, (vi) the fees and
     disbursements of counsel for the Company and the Guarantors and of the
     independent public accountants of the Company and the Guarantors, including
     the expenses of any special audits or "cold comfort" letters reasonably
     required by or incident to such performance or compliance, (vii) the fees
     and expenses of the



     Trustee, and any escrow agent or custodian, (viii) the reasonable fees and
     expenses of the Holders in connection with any Shelf Registration,
     including the reasonable fees and expenses of counsel to the Holders in
     connection therewith, and (ix) any reasonable fees and disbursements of the
     underwriters customarily required to be paid by issuers or sellers of
     securities and the fees and expenses of any special experts retained by the
     Company and the Guarantors in connection with any Registration Statement,
     but excluding fees of counsel to the Holders (unless otherwise covered
     under clause (viii) hereof), underwriting discounts and commissions and
     transfer taxes, if any, relating to the sale or disposition of Registrable
     Securities by a Holder.

          "REGISTRATION STATEMENT" shall mean any registration statement of the
     Company and the Guarantors which covers any of the Exchange Securities or
     Registrable Securities pursuant to the provisions of this Agreement, and
     all amendments and supplements to any such Registration Statement,
     including post-effective amendments, in each case including the Prospectus
     contained therein, all exhibits thereto and all material incorporated by
     reference therein.

          "SEC" shall mean the Securities and Exchange Commission or any
     successor agency or government body performing the functions currently
     performed by the United States Securities and Exchange Commission.

          "SECURITIES" has the meaning set forth in the preamble to this
     Agreement.

          "SHELF REGISTRATION" shall mean a registration effected pursuant to
     Section 2.2 hereof.

          "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
     statement of the Company and the Guarantors pursuant to the provisions of
     Section 2.2 of this Agreement which covers all of the Registrable
     Securities or all of the Private Exchange Securities on an appropriate form
     under Rule 415 under the 1933 Act, or any successor or similar rule that
     may be adopted by the SEC, and all amendments and supplements to such
     registration statement, including post-effective amendments, in each case
     including the Prospectus contained therein, all exhibits thereto and all
     material incorporated by reference therein.

          "TIA" has the meaning set forth in Section 2.1 of this Agreement.

          "TRUSTEE" shall mean the trustee with respect to the Securities under
     the Indenture.



          2.      REGISTRATION UNDER THE 1933 ACT.

          2.1.    EXCHANGE OFFER. To the extent not prohibited by law, the
Company and the Guarantors shall, for the benefit of the Holders, at the
Company's cost, (A) prepare and, as soon as practicable but not later than 120
days following the Closing Date, file with the SEC an Exchange Offer
Registration Statement on an appropriate form under the 1933 Act with respect to
a proposed Exchange Offer and the issuance and delivery to the Holders, in
exchange for the Registrable Securities (other than Private Exchange
Securities), of a like principal amount of Exchange Securities, (B) use their
reasonable best efforts to cause the Exchange Offer Registration Statement to be
declared effective under the 1933 Act within 210 days following the Closing
Date, (C) use their reasonable best efforts to keep the Exchange Offer
Registration Statement effective until the closing of the Exchange Offer and (D)
use their reasonable best efforts to cause the Exchange Offer to be consummated
not later than 240 days following the Closing Date. The Exchange Securities will
be issued under the applicable Indenture. Upon the effectiveness of the Exchange
Offer Registration Statement, the Company and the Guarantors shall promptly
commence the Exchange Offer, it being the objective of such Exchange Offer to
enable each Holder eligible and electing to exchange Registrable Securities for
Exchange Securities (assuming that such Holder (a) is not an affiliate of the
Company or any of the Guarantors within the meaning of Rule 405 under the 1933
Act, (b) is not a broker-dealer tendering Registrable Securities acquired
directly from the Company or any of the Guarantors for its own account, (c)
acquired or will acquire the Exchange Securities in the ordinary course of such
Holder's business and (d) has no arrangements or understandings with any Person
to participate in the Exchange Offer for the purpose of distributing the
Exchange Securities) to transfer such Exchange Securities from and after their
receipt without any limitations or restrictions under the 1933 Act and under
state securities or blue sky laws in the United States.

          In connection with the Exchange Offer, the Company and the Guarantors
shall:

                  (a)     mail as promptly as practicable to each Holder a copy
of the Prospectus forming part of the Exchange Offer Registration Statement,
and, in the case of Holders in Canada, any wrapper used in connection with the
private placement of the Exchange Offer in Canada, together with an appropriate
letter of transmittal and related documents;

                  (b)     keep the Exchange Offer open for acceptance for a
period of not less than 30 calendar days after the date notice thereof is mailed
to the Holders (or longer if required by applicable law) (such period referred
to herein as the "Exchange Period");

                  (c)     utilize the services of the Depositary for the
Exchange Offer;



                  (d)     permit Holders to withdraw tendered Registrable
Securities at any time prior to 5:00 p.m. (Eastern Time), on the last business
day of the Exchange Period, by sending to the institution specified in the
notice, a telegram, telex, facsimile transmission or letter setting forth the
name of such Holder, the principal amount of Registrable Securities delivered
for exchange, and a statement that such Holder is withdrawing such Holder's
election to have such Securities exchanged;

                  (e)     notify each Holder that any Registrable Security not
tendered will remain outstanding and continue to accrue interest, but will not
retain any rights under this Agreement (except in the case of the Initial
Purchasers and Participating Broker-Dealers as provided herein); and

                  (f)     otherwise comply in all material respects with all
applicable laws relating to the Exchange Offer.

          If, prior to consummation of the Exchange Offer, the Initial
Purchasers hold any Securities acquired by them and having the status of an
unsold allotment in the initial distribution, the Company upon the request of
any Initial Purchaser shall, to the extent not prohibited by any applicable law
or applicable policy of the SEC, simultaneously with the delivery of the
Exchange Securities in the Exchange Offer, issue and deliver to such Initial
Purchaser in exchange (the "Private Exchange") for the Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company on
a senior or senior subordinated basis, as the case may be, guaranteed by the
Guarantors, that are identical (except that such securities shall bear
appropriate transfer restrictions) to the Exchange Securities (the "Private
Exchange Securities").

          The Exchange Securities and the Private Exchange Securities shall be
issued under (i) the applicable Indenture or (ii) an indenture identical in all
material respects to the applicable Indenture and which, in either case, has
been qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), or
is exempt from such qualification and shall provide that the Exchange Securities
shall not be subject to the transfer restrictions set forth in the applicable
Indenture but that the Private Exchange Securities shall be subject to such
transfer restrictions. The applicable Indenture or such indenture shall provide
that the Exchange Securities, the Private Exchange Securities and the Securities
shall vote and consent together on all matters as one class and that none of the
Exchange Securities, the Private Exchange Securities or the Securities will have
the right to vote or consent as a separate class on any matter. The Private
Exchange Securities shall be of the same series as and the Company and the
Guarantors shall use all commercially reasonable efforts to have the Private
Exchange Securities bear the same CUSIP number (or, if applicable, ISIN number)
as the Exchange Securities. The Company shall not have any liability hereunder
solely as a result of such Private Exchange Securities not having the same CUSIP
number as the Exchange



Securities, provided that the Company shall have used such commercially
reasonable efforts as required by the prior sentence.

          As soon as practicable after the close of the Exchange Offer and/or
the Private Exchange, as the case may be, the Company and the Guarantors shall:

                  (i)     accept for exchange all Registrable Securities duly
          tendered and not validly withdrawn pursuant to the Exchange Offer in
          accordance with the terms of the Exchange Offer Registration Statement
          and the letter of transmittal which shall be an exhibit thereto;

                  (ii)    accept for exchange all Securities properly tendered
          pursuant to the Private Exchange;

                  (iii)   deliver, or cause to be delivered, to the Trustee for
          cancellation all Registrable Securities so accepted for exchange; and

                  (iv)    cause the Trustee promptly to authenticate and deliver
          Exchange Securities or Private Exchange Securities, as the case may
          be, to each Holder of Registrable Securities so accepted for exchange
          in a principal amount equal to the principal amount of the Registrable
          Securities of such Holder so accepted for exchange.

          Interest on each Exchange Security and Private Exchange Security will
accrue from the last date on which interest was paid on the Registrable
Securities surrendered in exchange therefor or, if no interest has been paid on
the Registrable Securities, from the date of original issuance. The Exchange
Offer and the Private Exchange shall not be subject to any conditions, other
than (i) that the Exchange Offer or the Private Exchange, or the making of any
exchange by a Holder, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (ii) the due tendering of Registrable
Securities in accordance with the Exchange Offer and the Private Exchange, (iii)
that each Holder of Registrable Securities exchanged in the Exchange Offer shall
have represented that all Exchange Securities to be received by it shall be
acquired in the ordinary course of its business and that at the time of the
consummation of the Exchange Offer it shall have no arrangement or understanding
with any person to participate in the distribution (within the meaning of the
1933 Act) of the Exchange Securities and shall have made such other
representations as may be reasonably necessary under applicable SEC rules,
regulations or interpretations to render the use of Form S-4 or F-4 or other
appropriate form under the 1933 Act available, as well as any other customary
representations in connection therewith, and (iv) that no action or proceeding
shall have been instituted or threatened in any court or by or before any
governmental agency with respect to the Exchange Offer or the Private Exchange



which, in the Company's judgment, would reasonably be expected to impair the
ability of the Company to proceed with the Exchange Offer or the Private
Exchange.

          2.2.    SHELF REGISTRATION. (i) If, because of any changes in law, SEC
rules or regulations or applicable interpretations thereof by the staff of the
SEC or SEC policy, the Company or the Guarantors are not permitted to effect the
Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other
reason the Exchange Offer is not completed within 240 days after the original
issue date of the Registrable Securities, (iii) upon the request of any of the
Initial Purchasers with respect to Notes held by such Initial Purchasers that
are not eligible to be exchanged for Exchange Securities in the Exchange Offer
or which are exchanged in the Exchange Offer for Exchange Securities which are
not freely tradeable or (iv) if a Holder is not permitted by applicable law to
participate in the Exchange Offer or elects to participate in the Exchange Offer
but does not receive freely tradeable Exchange Securities pursuant to the
Exchange Offer, then in case of each of clauses (i) through (iv) the Company and
the Guarantors shall, at their cost:

                  (a)     As promptly as practicable, file with the SEC, and
          thereafter shall use their reasonable best efforts to cause to be
          declared effective as promptly as practicable but no later than 240
          days after the original issue of the Registrable Securities, a Shelf
          Registration Statement relating to the offer and sale of the
          Registrable Securities by the Holders from time to time in accordance
          with the methods of distribution elected by the Majority Holders
          participating in the Shelf Registration and set forth in such Shelf
          Registration Statement.

                  (b)     Use their reasonable best efforts to keep the Shelf
          Registration Statement continuously effective in order to permit the
          Prospectus forming part thereof to be usable by Holders for a period
          of two years from the date the Shelf Registration Statement is
          declared effective by the SEC, or for such shorter period that will
          terminate when all Registrable Securities covered by the Shelf
          Registration Statement have been sold pursuant to the Shelf
          Registration Statement or cease to be outstanding or otherwise to be
          Registrable Securities (the "Effectiveness Period"); PROVIDED,
          HOWEVER, that the Effectiveness Period in respect of the Shelf
          Registration Statement shall be extended to the extent required to
          permit dealers to comply with the applicable prospectus delivery
          requirements under the 1933 Act and as otherwise provided herein.

                  (c)     Notwithstanding any other provisions hereof, use their
          reasonable best efforts to ensure that (i) any Shelf Registration
          Statement and any amendment thereto and any Prospectus forming part
          thereof and



          any supplement thereto complies in all material respects with the 1933
          Act and the rules and regulations thereunder, (ii) any Shelf
          Registration Statement and any amendment thereto does not, when it
          becomes effective, contain an untrue statement of a material fact or
          omit to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading and (iii) any
          Prospectus forming part of any Shelf Registration Statement, and any
          supplement to such Prospectus (as amended or supplemented from time to
          time), does not include an untrue statement of a material fact or omit
          to state a material fact necessary in order to make the statements, in
          light of the circumstances under which they were made, not misleading.

          The Company and the Guarantors shall not permit any securities other
than Registrable Securities to be included in the Shelf Registration Statement.
The Company and the Guarantors further agree, if necessary, to supplement or
amend the Shelf Registration Statement, as required by Section 3(b) below, and
to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

          2.3.    EXPENSES. The Company and the Guarantors shall pay all
Registration Expenses in connection with the registration pursuant to Section
2.1 or 2.2. Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.

          2.4.    EFFECTIVENESS. An Exchange Offer Registration Statement
pursuant to Section 2.1 hereof or a Shelf Registration Statement pursuant to
Section 2.2 hereof will not be deemed to have become effective unless it has
been declared effective by the SEC; PROVIDED, HOWEVER, that if, after it has
been declared effective, the offering of Registrable Securities pursuant to an
Exchange Offer Registration Statement or a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Registration Statement
will be deemed not to have become effective during the period of such
interference, until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume.

          2.5.    INTEREST. The Indenture executed in connection with the
Securities will provide that in the event that either (a) the Exchange Offer
Registration Statement is not filed with the SEC on or prior to the 120th
calendar day following the date of original issue of the Securities, (b) the
Exchange Offer Registration Statement has not been declared effective on or
prior to the 210th calendar day following the date of original issue of the
Securities or (c) the Exchange Offer is not consummated or a Shelf



Registration Statement is not declared effective, in either case, on or prior to
the 240th calendar day following the date of original issue of the Securities
(each such event referred to in clauses (a) through (c) above, a "Registration
Default"), the interest rate borne by the Securities shall be increased
("Additional Interest") by one-quarter of one percent per annum upon the
occurrence of each Registration Default, which rate will increase by one quarter
of one percent each subsequent 90-day period that such Additional Interest
continues to accrue under any such circumstance, provided that the maximum
aggregate increase in the interest rate will in no event exceed one percent (1%)
per annum. Following the cure of all Registration Defaults the accrual of
Additional Interest will cease and the interest rate will revert to the original
rate.

          If the Shelf Registration Statement is unusable by the Holders for any
reason, and the aggregate number of days in any consecutive twelve-month period
for which the Shelf Registration Statement shall not be usable exceeds 30 days
in the aggregate, then the interest rate borne by the Securities will be
increased by 0.25% per annum of the principal amount of the Securities for the
first 90-day period (or portion thereof) beginning on the 31st such date that
such Shelf Registration Statement ceases to be usable, which rate shall be
increased by an additional 0.25% per annum of the principal amount of the
Securities at the beginning of each subsequent 90-day period, provided that the
maximum aggregate increase in the interest rate will in no event exceed one
percent (1%) per annum. Any amounts payable under this paragraph shall also be
deemed "Additional Interest" for purposes of this Agreement. Upon the Shelf
Registration Statement once again becoming usable, the interest rate borne by
the Securities will be reduced to the original interest rate if the Company is
otherwise in compliance with this Agreement at such time. Additional Interest
shall be computed based on the actual number of days elapsed in each 90-day
period in which the Shelf Registration Statement is unusable.

          The Company shall notify the Trustee within five business days after
each and every date on which an event occurs in respect of which Additional
Interest is required to be paid (an "Event Date"). Additional Interest shall be
paid by depositing with the Trustee, in trust, for the benefit of the Holders of
Registrable Securities, on or before the applicable semiannual interest payment
date, immediately available funds in sums sufficient to pay the Additional
Interest then due. The Additional Interest due shall be payable on each interest
payment date to the record Holder of Securities entitled to receive the interest
payment to be paid on such date as set forth in the Indenture. Each obligation
to pay Additional Interest shall be deemed to accrue from and including the day
following the applicable Event Date.



          3.      REGISTRATION PROCEDURES.

          In connection with the obligations of the Company and the Guarantors
with respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof,
the Company and the Guarantors shall:

          (a)     prepare and file with the SEC a Registration Statement, within
the relevant time period specified in Section 2, on the appropriate form under
the 1933 Act, which form (i) shall be selected by the Company and the
Guarantors, (ii) shall, in the case of a Shelf Registration, be available for
the sale of the Registrable Securities by the selling Holders thereof, and (iii)
shall comply as to form in all material respects with the requirements of the
applicable form and include or incorporate by reference all financial statements
required by the SEC to be filed therewith or incorporated by reference therein
and use their reasonable efforts to cause such Registration Statement to become
effective and remain effective in accordance with Section 2 hereof;

          (b)     prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary
under applicable law to keep such Registration Statement effective for the
applicable period; and cause each Prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
(or any similar provision then in force) under the 1933 Act and comply in all
material respects with the provisions of the 1933 Act, the 1934 Act and the
rules and regulations thereunder applicable to them with respect to the
disposition of all securities covered by each Registration Statement during the
applicable period in accordance with the intended method or methods of
distribution by the selling Holders thereof (including sales by any
Participating Broker-Dealer);

          (c)     in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities, at least five business days prior to filing, that a
Shelf Registration Statement with respect to the Registrable Securities is being
filed and advising such Holders that the distribution of Registrable Securities
will be made in accordance with the method selected by the Majority Holders
participating in the Shelf Registration; (ii) furnish to each Holder of
Registrable Securities and to each underwriter of an underwritten offering of
Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder may reasonably
request in order to facilitate the disposition of the Registrable Securities;
and (iii) hereby consent to the use of the Prospectus or any amendment or
supplement thereto by each of the selling Holders of Registrable Securities in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus or any amendment or supplement thereto;



          (d)     use their reasonable efforts to register or qualify the
Registrable Securities under all applicable state securities or "blue sky" laws
of such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement and each underwriter of an underwritten offering of
Registrable Securities shall reasonably request by the time the applicable
Registration Statement is declared effective by the SEC, and do any and all
other acts and things which may be reasonably necessary or advisable to enable
each such Holder and underwriter to consummate the disposition in each such
jurisdiction of such Registrable Securities owned by such Holder; PROVIDED,
HOWEVER, that the Company and the Guarantors shall not be required to (i)
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d), or (ii) take any action which would subject it to general service
of process or taxation in any such jurisdiction where it is not then so subject;

          (e)     notify promptly each Holder of Registrable Securities under a
Shelf Registration or any Participating Broker-Dealer who has notified the
Company and the Guarantors that it is utilizing the Exchange Offer Registration
Statement as provided in paragraph (f) below and, if requested by such Holder or
Participating Broker-Dealer, confirm such advice in writing promptly (i) when a
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of any request by the
SEC or any state securities authority for post-effective amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) in the case of a Shelf Registration, if,
between the effective date of a Registration Statement and the closing of any
sale of Registrable Securities covered thereby, the representations and
warranties of the Company or any Guarantor contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any,
relating to the offering cease to be true and correct in all material respects,
(v) of the happening of any event or the discovery of any facts during the
period a Shelf Registration Statement is effective which makes any statement
made in such Registration Statement or the related Prospectus untrue in any
material respect or which requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements therein not
misleading, (vi) of the receipt by the Company or any Guarantor of any
notification with respect to the suspension of the qualification of the
Registrable Securities or the Exchange Securities, as the case may be, for sale
in any jurisdiction or the initiation or threatening of any proceeding for such
purpose and (vii) of any determination by the Company or any Guarantor that a
post-effective amendment to such Registration Statement would be appropriate;



          (f)     in the case of the Exchange Offer Registration Statement (i)
include in the Exchange Offer Registration Statement a section entitled "Plan of
Distribution" which section shall be reasonably acceptable to Merrill Lynch on
behalf of the Participating Broker-Dealers, and which shall contain a summary
statement of the positions taken or policies made by the staff of the SEC with
respect to the potential "underwriter" status of any broker-dealer that holds
Registrable Securities acquired for its own account as a result of market-making
activities or other trading activities and that will be the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of Exchange Securities to be
received by such broker-dealer in the Exchange Offer, whether such positions or
policies have been publicly disseminated by the staff of the SEC or such
positions or policies, in the reasonable judgment of Merrill Lynch on behalf of
the Participating Broker-Dealers and its counsel, represent the prevailing views
of the staff of the SEC, including a statement that any such broker-dealer who
receives Exchange Securities for Registrable Securities pursuant to the Exchange
Offer may be deemed a statutory underwriter and must deliver a prospectus
meeting the requirements of the 1933 Act in connection with any resale of such
Exchange Securities, (ii) furnish to each Participating Broker-Dealer who has
delivered to the Company and the Guarantors the notice referred to in Section
3(e), without charge, as many copies of each Prospectus included in the Exchange
Offer Registration Statement, including any preliminary prospectus, and any
amendment or supplement thereto, as such Participating Broker-Dealer may
reasonably request, (iii) hereby consent to the use of the Prospectus forming
part of the Exchange Offer Registration Statement or any amendment or supplement
thereto, by any Person subject to the prospectus delivery requirements of the
SEC, including all Participating Broker-Dealers, in connection with the sale or
transfer of the Exchange Securities covered by the Prospectus or any amendment
or supplement thereto, and (iv) include in the transmittal letter or similar
documentation to be executed by an exchange offeree in order to participate in
the Exchange Offer (x) the following provision (or any other provision requested
by Merrill Lynch on behalf of the Participating Broker-Dealers with respect to
similar matters):

          "If the exchange offeree is a broker dealer holding Registrable
          Securities acquired for its own account as a result of market-making
          activities or other trading activities, it will deliver a prospectus
          meeting the requirements of the 1933 Act in connection with any resale
          of Exchange Securities received in respect of such Registrable
          Securities pursuant to the Exchange Offer; and

(y) a statement to the effect that by a broker-dealer making the acknowledgment
described in clause (x) and by delivering a Prospectus in connection with the
exchange of Registrable Securities, the broker-dealer will not be deemed to
admit that it is an underwriter within the meaning of the 1933 Act.



          (g)     (i) in the case of an Exchange Offer, furnish counsel for the
Initial Purchasers and (ii) in the case of a Shelf Registration, furnish counsel
for the Holders of Registrable Securities copies of any comment letters received
from the SEC or any other request by the SEC or any state securities authority
for amendments or supplements to a Registration Statement and Prospectus or for
additional information;

          (h)     make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement at the earliest
possible moment and provide immediate notice to each Holder of the withdrawal of
any such order;

          (i)     in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, and each underwriter, if any, without charge, at least
one conformed copy of each Registration Statement and any post-effective
amendment thereto, including financial statements and schedules (without
documents incorporated therein by reference and all exhibits thereto, unless
requested);

          (j)     in the case of a Shelf Registration, cooperate with the
selling Holders of Registrable Securities to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold and
not bearing any restrictive legends; and enable such Registrable Securities to
be in such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders or the underwriters, if any, may
reasonably request at least three business days prior to the closing of any sale
of Registrable Securities;

          (k)     in the case of a Shelf Registration, promptly upon the
occurrence of any event or the discovery of any facts, each as contemplated by
Sections 3(e)(v) and 3(e)(vi) hereof, as promptly as practicable after the
occurrence of such an event, use their reasonable efforts to prepare a
supplement or post-effective amendment to the Registration Statement or the
related Prospectus or any document incorporated therein by reference or file any
other required document so that, as thereafter delivered to the purchasers of
the Registrable Securities or Participating Broker-Dealers, such Prospectus will
not contain at the time of such delivery any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading or will
remain so qualified. At such time as such public disclosure is otherwise made or
the Company determines that such disclosure is not necessary, in each case to
correct any misstatement of a material fact or to include any omitted material
fact, the Company and the Guarantors agree promptly to notify each Holder of
such determination and to furnish each Holder such number of copies of the
Prospectus as amended or supplemented, as such Holder may reasonably request;



          (l)     in the case of a Shelf Registration, a reasonable time prior
to the filing of any Registration Statement, any Prospectus, any amendment to a
Registration Statement or amendment or supplement to a Prospectus or any
document which is to be incorporated by reference into a Registration Statement
or a Prospectus after initial filing of a Registration Statement, provide copies
of such document to the Initial Purchasers on behalf of such Holders; and make
representatives of the Company and the Guarantors as shall be reasonably
requested by the Holders of Registrable Securities, or the Initial Purchasers on
behalf of such Holders, available for discussion of such document;

          (m)     obtain a CUSIP number (or, if applicable, an ISIN number) for
all Exchange Securities, Private Exchange Securities or Registrable Securities,
as the case may be, not later than the effective date of a Registration
Statement, and provide the Trustee with printed certificates for the Exchange
Securities, Private Exchange Securities or the Registrable Securities, as the
case may be, in a form eligible for deposit with the Depositary;

          (n)     (i) cause the Indentures to be qualified under the TIA in
connection with the registration of the Exchange Securities or Registrable
Securities, as the case may be, (ii) cooperate with the Trustee and the Holders
to effect such changes to the Indenture as may be required for the Indenture to
be so qualified in accordance with the terms of the TIA and (iii) execute, and
use its reasonable efforts to cause the Trustee to execute, all documents as may
be required to effect such changes, and all other forms and documents required
to be filed with the SEC to enable the Indentures to be so qualified in a timely
manner;

          (o)     in the case of a Shelf Registration, use reasonable efforts to
enter into agreements (including underwriting agreements) and take all other
customary and appropriate actions (including those reasonably requested by the
Majority Holders of Registrable Notes) in order to expedite or facilitate the
disposition of such Registrable Securities and in such connection whether or not
an underwriting agreement is entered into and whether or not the registration is
an underwritten registration:

                  (i) make such representations and warranties to the Holders of
          such Registrable Securities and the underwriters, if any, in form,
          substance and scope as are customarily made by issuers to underwriters
          in similar underwritten offerings as may be reasonably requested by
          them;

                  (ii) obtain opinions of counsel to the Company and the
          Guarantors and updates thereof (which counsel and opinions (in form,
          scope and substance) shall be reasonably satisfactory to the managing
          underwriters, if any, and the holders of a majority in principal
          amount of the Registrable



          Securities being sold) addressed to each selling Holder and the
          underwriters, if any, covering the matters customarily covered in
          opinions requested in sales of securities or underwritten offerings
          and such other matters as may be reasonably requested by such Holders
          and underwriters;

                  (iii) obtain "cold comfort" letters and updates thereof from
          the Company's and Guarantors' independent certified public accountants
          (and, if necessary, any other independent certified public accountants
          of any subsidiary of the Company or of any business acquired by the
          Company for which financial statements are, or are required to be,
          included in the Registration Statement) addressed to the underwriters,
          if any, and use reasonable efforts to have such letter addressed to
          the selling Holders of Registrable Securities (to the extent
          consistent with Statement on Auditing Standards No. 72 of the American
          Institute of Certified Public Accounts), such letters to be in
          customary form and covering matters of the type customarily covered in
          "cold comfort" letters to underwriters in connection with similar
          underwritten offerings;

                  (iv) enter into a securities sales agreement with the Holders
          and an agent of the Holders providing for, among other things, the
          appointment of such agent for the selling Holders for the purpose of
          soliciting purchases of Registrable Securities, which agreement shall
          be in form, substance and scope customary for similar offerings;

                  (v) if an underwriting agreement is entered into, cause the
          same to set forth indemnification provisions and procedures
          substantially equivalent to the indemnification provisions and
          procedures set forth in Section 4 hereof with respect to the
          underwriters and all other parties to be indemnified pursuant to said
          Section or, at the request of any underwriters, in the form
          customarily provided to such underwriters in similar types of
          transactions; and

                  (vi) deliver such documents and certificates as may be
          reasonably requested and as are customarily delivered in similar
          offerings to the Holders of a majority in principal amount of the
          Registrable Securities being sold and the managing underwriters, if
          any.

The above shall be done at (i) the effectiveness of such Registration Statement
(and each post-effective amendment thereto) and (ii) each closing under any
underwriting or similar agreement as and to the extent required thereunder;



          (p)     in the case of a Shelf Registration or if a Prospectus is
required to be delivered by any Participating Broker-Dealer in the case of an
Exchange Offer, make available for inspection at reasonable times by
representatives of the Holders of the Registrable Securities, any underwriters
participating in any disposition pursuant to a Shelf Registration Statement, any
Participating Broker-Dealer and any counsel or accountant retained by any of the
foregoing, all financial and other records, pertinent corporate documents and
properties of the Company and the Guarantors reasonably requested by any such
persons, and cause the respective officers, directors, employees, and any other
agents of the Company and the Guarantors to supply all information reasonably
requested by any such representative, underwriter, special counsel or
accountant, in each case as shall be necessary for the recipient to exercise all
applicable due diligence responsibilities, in connection with a Registration
Statement (subject to any customary agreements regarding confidentiality and
trading prohibitions for transactions of this type), and make such
representatives of the Company and the Guarantors available for discussion of
such documents as shall be reasonably requested by the Initial Purchasers;

          (q)     (i) in the case of an Exchange Offer Registration Statement, a
reasonable time prior to the filing of any Exchange Offer Registration
Statement, any Prospectus forming a part thereof, any amendment to an Exchange
Offer Registration Statement or amendment or supplement to such Prospectus,
provide copies of such document to the Initial Purchasers and to counsel to the
Holders of Registrable Securities and make such changes in any such document
prior to the filing thereof as the Initial Purchasers or counsel to the Holders
of Registrable Securities may reasonably request, and make the representatives
of the Company and the Guarantors available for discussion of such documents as
shall be reasonably requested by the Initial Purchasers; and

                  (ii) in the case of a Shelf Registration, a reasonable time
prior to filing any Shelf Registration Statement, any Prospectus forming a part
thereof, any amendment to such Shelf Registration Statement or amendment or
supplement to such Prospectus, provide copies of such document to the Holders of
Registrable Securities, to the Initial Purchasers, to counsel for the Holders
and to the underwriter or underwriters of an underwritten offering of
Registrable Securities, if any, make such changes in any such document prior to
the filing thereof as the Initial Purchasers, the counsel to the Holders or the
underwriter or underwriters reasonably request and not file any such document in
a form to which the Majority Holders, the Initial Purchasers on behalf of the
Holders of Registrable Securities, counsel for the Holders of Registrable
Securities or any underwriter shall not have previously been advised and
furnished a copy of or to which the Majority Holders, the Initial Purchasers on
behalf of the Holders of Registrable Securities, counsel to the Holders of
Registrable Securities or any underwriter shall reasonably object, and make the
representatives of the Company and



the Guarantors available for discussion of such document as shall be reasonably
requested by the Holders of Registrable Securities, the Initial Purchasers on
behalf of such Holders, counsel for the Holders of Registrable Securities or any
underwriter.

          (r)     in the case of a Shelf Registration, use its reasonable
efforts to cause all Registrable Securities to be listed on any securities
exchange on which similar debt securities issued by the Company are then listed
if requested by the Majority Holders, or if requested by the underwriter or
underwriters of an underwritten offering of Registrable Securities, if any;

          (s)     in the case of a Shelf Registration, use its reasonable
efforts to cause the Registrable Securities to be rated by the appropriate
rating agencies, if so requested by the Majority Holders;

          (t)     otherwise comply with all applicable rules and regulations of
the SEC and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering at least 12 months which shall
satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

          (u)     cooperate and assist in any filings required to be made with
the NASD and, in the case of a Shelf Registration, in the performance of any due
diligence investigation by any underwriter and its counsel (including any
"qualified independent underwriter" that is required to be retained in
accordance with the rules and regulations of the NASD); and

          (v)     upon consummation of an Exchange Offer or a Private Exchange,
obtain a customary opinion of counsel to the Company and the Guarantors
addressed to the Trustee for the benefit of all Holders of Registrable
Securities participating in the Exchange Offer or Private Exchange, and which
includes an opinion that (i) the Company and the Guarantors have duly
authorized, executed and delivered the Exchange Securities and/or Private
Exchange Securities, as applicable, and the related indenture, and (ii) each of
the Exchange Securities and related indenture constitute a legal, valid and
binding obligation of the Company and the Guarantors, enforceable against the
Company and the Guarantors in accordance with its respective terms (with
customary exceptions).

          If following the date hereof there has been a change in SEC policy
with respect to exchange offers such as the Exchange Offer, such that in the
opinion of counsel to the Company or the Holders there is a substantial question
as to whether the Exchange Offer is permitted by applicable federal law, the
Company and the Guarantors hereby agree to seek a no-action letter or other
favorable decision from the SEC allowing the Company and the Guarantors to
consummate an Exchange Offer for the Notes. The



Company and the Guarantors hereby agree to pursue the issuance of such a
decision to the SEC staff level. In connection with the foregoing, the Company
and the Guarantors hereby agree to take all such other actions as are requested
by the SEC in connection with the issuance of such decision, including without
limitation (A) participating in telephonic conferences with the SEC, (B)
delivering to the SEC staff an analysis prepared by counsel to the Company and
the Guarantors, setting forth the legal basis, if any, upon which such counsel
has concluded that such an Exchange Offer shall be permitted and (C) diligently
pursuing a resolution (which need not be favorable) by the SEC staff of such
submission.

          In the case of a Shelf Registration Statement, the Company and the
Guarantors may (as a condition to such Holder's participation in the Shelf
Registration) require each Holder of Registrable Securities to furnish to the
Company and the Guarantors such information regarding the Holder and the
proposed distribution by such Holder of such Registrable Securities as the
Company and the Guarantors may from time to time reasonably request in writing.

          In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company and the Guarantors of the
happening of any event or the discovery of any facts, each of the kind described
in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(k) hereof, and, if so directed by the Company and the Guarantors, such
Holder will deliver to the Company and the Guarantors (at their expense) all
copies in such Holder's possession, other than permanent file copies then in
such Holder's possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice.

          In the event that the Company fails to effect the Exchange Offer or
file any Shelf Registration Statement and maintain the effectiveness of any
Shelf Registration Statement as provided herein, the Company shall not file any
Registration Statement with respect to any securities (within the meaning of
Section 2(1) of the 1933 Act) of the Company other than Registrable Securities.

          If any of the Registrable Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering will be
selected by the Majority Holders of such Registrable Securities included in such
offering and shall be reasonably acceptable to the Company and the Guarantors.
No Holder of Registrable Securities may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Securities on the basis provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,



underwriting agreements and other documents required under the terms of such
underwriting arrangements.

          4.      INDEMNIFICATION; CONTRIBUTION.

        (a)       The Company and the Guarantors agree, jointly and severally,
to indemnify and hold harmless the Initial Purchasers, each Holder, each
Participating Broker-Dealer, each Person who participates as an underwriter (any
such Person being an "Underwriter") and each Person, if any, who controls any
Holder or Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act as follows:

                  (i) against any and all loss, liability, claim, damage and
     expense whatsoever, as incurred, arising out of any untrue statement or
     alleged untrue statement of a material fact contained in any Registration
     Statement (or any amendment or supplement thereto) pursuant to which
     Exchange Securities or Registrable Securities were registered under the
     1933 Act, including all documents incorporated therein by reference, or the
     omission or alleged omission therefrom of a material fact required to be
     stated therein or necessary to make the statements therein not misleading,
     or arising out of any untrue statement or alleged untrue statement of a
     material fact contained in any Prospectus (or any amendment or supplement
     thereto) or the omission or alleged omission therefrom of a material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;

                  (ii) against any and all loss, liability, claim, damage and
     expense whatsoever, as incurred, to the extent of the aggregate amount paid
     in settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission; PROVIDED that (subject to Section
     4(d) below) any such settlement is effected with the written consent of the
     Company; and

                  (iii) against any and all expense whatsoever, as incurred
     (including the reasonable fees and disbursements of counsel chosen by any
     indemnified party), reasonably incurred in investigating, preparing or
     defending against any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, to the extent that any such expense
     is not paid under subparagraph (i) or (ii) above;

     PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or



omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company or the Guarantors
by the Initial Purchasers, Holder or Underwriter expressly for use in a
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto); PROVIDED, FURTHER, that, as to any preliminary
prospectus used in connection with an underwritten transaction under a Shelf
Registration Statement, as the same may be amended or supplemented (a
"Preliminary Shelf Prospectus"), this indemnity agreement shall not inure to the
benefit of the Underwriter on account of any loss, claim, damage, liability or
action arising from the sale of Registrable Securities to any person by the
Underwriter if the Underwriter failed to send or give a copy of the final
prospectus, as the same may be amended or supplemented (a "Final Shelf
Prospectus"), to that person and the untrue statement or alleged untrue
statement or omission or alleged omission to state a material fact in such
Preliminary Shelf Prospectus was corrected in said Final Shelf Prospectus and
the delivery thereof was required by law and would have constituted a complete
defense to the claim of that person in respect of such untrue statement or
alleged untrue statement or such omission or alleged omission, unless such
failure resulted from non-compliance by the Company with the provisions of
Section 3 of this Agreement.

        (b)       Each Holder severally, but not jointly, agrees to indemnify
and hold harmless the Company, the Guarantors, the Initial Purchasers, each
Underwriter and the other selling Holders, and each of their respective
directors and officers, and each Person, if any, who controls the Company, any
of the Guarantors, the Initial Purchasers, any Underwriter or any other selling
Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 4(a) hereof, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Shelf Registration Statement (or any
amendment thereto) or any Prospectus included therein (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
with respect to such Holder furnished to the Company or the Guarantors by such
Holder expressly for use in the Shelf Registration Statement (or any amendment
thereto) or such Prospectus (or any amendment or supplement thereto); PROVIDED,
HOWEVER, that no such Holder shall be liable for any claims hereunder in excess
of the amount of net proceeds received by such Holder from the sale of
Registrable Securities pursuant to such Shelf Registration Statement.

        (c)       Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure so to notify an indemnifying party shall not relieve such indemnifying
party from any liability hereunder to the extent it is not materially prejudiced
as a result thereof and in any event shall not relieve it from any liability
which it may have otherwise than on account of this



indemnity agreement. In the case of parties indemnified pursuant to Section 4(a)
above, counsel to all indemnified parties shall be selected by the Initial
Purchasers, and, in the case of parties indemnified pursuant to Section 4(b)
above, counsel to all indemnified parties shall be selected by the Company. An
indemnifying party may participate at its own expense in the defense of such
action and, to the extent that the indemnifying party may wish, assume the
defense of any such action, with counsel reasonably satisfactory to the
indemnified party, unless the indemnified party has differing defenses in the
action than the indemnifying party; PROVIDED, HOWEVER, that counsel to the
indemnifying party shall not (except with the consent of the indemnified party)
also be counsel to the indemnified party. In no event shall the indemnifying
party or parties be liable for the fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 4 (whether or not the indemnified parties are
actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

        (d)       If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 60 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 45 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

        (e)       If the indemnification provided for in this Section 4 is for
any reason unavailable to or insufficient to hold harmless an indemnified party
in respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the Company and the Guarantors on the one hand and the
Holders and the Initial Purchasers on the other hand in connection with the



statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.

     The relative fault of the Company and the Guarantors on the one hand and
the Holders and the Initial Purchasers on the other hand shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company, the Guarantors, the Holders
or the Initial Purchasers and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

     The Company, the Guarantors, the Holders and the Initial Purchasers agree
that it would not be just and equitable if contribution pursuant to this Section
4 were determined by pro rata allocation (even if the Initial Purchasers were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above in
this Section 4. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
4 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 4, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities sold by it were offered exceeds the amount
of any damages which such Initial Purchaser has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.

     No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section 4, each Person, if any, who controls an
Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Initial Purchaser or Holder, and each director of the Company or any Guarantor,
and each Person, if any, who controls the Company or any Guarantor within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as the Company or such Guarantor. The Initial
Purchasers' respective obligations to contribute pursuant to this Section 7 are
several in proportion to the principal amount of Securities set forth opposite
their respective names in Schedule B to the Purchase Agreement and not joint.



          5. MISCELLANEOUS.

          5.1.    RULE 144 AND RULE 144A. For so long as the Company or any
Guarantor is subject to the reporting requirements of Section 13 or 15 of the
1934 Act, the Company and each Guarantor covenants that they will file the
reports required to be filed by them under the 1933 Act and Section 13(a) or
15(d) of the 1934 Act and the rules and regulations adopted by the SEC
thereunder. If the Company and the Guarantors cease to be so required to file
such reports, the Company and the Guarantors covenant that they will upon the
request of any Holder of Registrable Securities, subject to the Company availing
itself of applicable exemptions under law, (a) make publicly available such
information as is necessary to permit sales pursuant to Rule 144 under the 1933
Act, and (b) deliver such information to a prospective purchaser as is necessary
to permit sales pursuant to Rule 144A under the 1933 Act. Upon the request of
any Holder of Registrable Securities, the Company and the Guarantors will
deliver to such Holder a written statement as to whether they have complied with
such requirements.

          5.2.    NO INCONSISTENT AGREEMENTS. The Company and each Guarantor
have not entered into and the Company and each Guarantor will not after the date
of this Agreement enter into any agreement which is inconsistent with the rights
granted to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not and will not for the term of this Agreement in any way conflict
with the rights granted to the holders of the Company's and each Guarantors'
other issued and outstanding securities under any such agreements.

          5.3.    AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company and the Guarantors have obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or departure.

          5.4.    PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Holder may
participate in any underwritten registration hereunder unless such Holder (i)
agrees to sell such Holder's Registrable Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (ii) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements. The
Company shall be under no obligation to compensate any Holder for lost income,
interest or other opportunity foregone, or other



liability incurred, as a result of the Company's decision to exclude such Holder
from any underwritten registration if such Holder has not complied with the
provisions of this Section 5.4 in all material respects.

          5.5.    REGISTRATION RIGHTS JOINDER AGREEMENT. Pursuant to the terms
of the Purchase Agreement, each of the Eckerd Guarantors (as defined in the
Purchase Agreement) shall execute and deliver the registration rights joinder
agreement (the "Registration Rights Joinder Agreement"), a copy of which is
attached hereto as Exhibit A.

          5.6.    NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (a) if to a Holder, at the most current address given by such Holder to
the Company and the Guarantors by means of a notice given in accordance with the
provisions of this Section 5.6, which address initially is the address set forth
in the Purchase Agreement with respect to the Initial Purchasers; and (b) if to
the Company or any Guarantor, initially at the Company's or such Guarantor's
address set forth in the Purchase Agreement, and thereafter at such other
address of which notice is given in accordance with the provisions of this
Section 5.6.

          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

          Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to the Trustee under the
Indenture, at the address specified in such Indenture.

          5.7.    SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; PROVIDED that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities such person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement
and, if



applicable, the Purchase Agreement, and such person shall be entitled to receive
the benefits hereof.

          5.8.    THIRD PARTY BENEFICIARIES. The Initial Purchasers (even if the
Initial Purchasers are not Holders of Registrable Securities) shall be third
party beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, and shall have
the right to enforce such agreements directly to the extent they deem such
enforcement necessary or advisable to protect their rights or the rights of
Holders hereunder. Each Holder of Registrable Securities shall be a third party
beneficiary to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights hereunder.

          5.9.    SPECIFIC ENFORCEMENT. Without limiting the remedies available
to the Initial Purchasers and the Holders, the Company and the Guarantors
acknowledge that any failure by the Company and the Guarantors to comply with
their obligations under Sections 2.1 through 2.4 hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it would not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company's and the Guarantors' obligations under
Sections 2.1 through 2.4 hereof.

          5.10.   RESTRICTION ON RESALES. Until the expiration of two years
after the original issuance of the Securities, the Company and the Guarantors
will not, and will cause their "affiliates" (as such term is defined in Rule
144(a)(1) under the 1933 Act) not to, resell any Securities which are
"restricted securities" (as such term is defined under Rule 144(a)(3) under the
1933 Act) that have been reacquired by any of them and shall immediately upon
any purchase of any such Securities submit such Securities to the Trustee for
cancellation.

          5.11.   COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          5.12.   HEADINGS. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

          5.13.   GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF



THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS
THEREOF.

          5.14.   SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.



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

                                   THE JEAN COUTU GROUP (PJC) INC.


                                    By: /s/ Francois Jean Coutu
                                       -----------------------------------------
                                         Francois Jean Coutu, as President
                                         and Chief Executive Officer


                                   BROOKS PHARMACY, INC.
                                   JCG HOLDINGS (USA), INC.
                                   JEAN COUTU ACQUISITION ONE, INC.
                                   JEAN COUTU ACQUISITION TWO, INC.
                                   JEAN COUTU ACQUISITION THREE,
                                   INC.
                                   MAXI DRUG NORTH, INC.
                                   MAXI DRUG, INC.
                                   MAXI GREEN INC.
                                   MC WOONSOCKET, INC.
                                   P.J.C. DISTRIBUTION, INC.
                                   P.J.C. OF VERMONT INC.
                                   P.J.C. REALTY CO., INC.
                                   PJC LEASE HOLDINGS, INC.
                                   PJC OF CRANSTON, INC.
                                   PJC OF EAST PROVIDENCE, INC.
                                   PJC OF MASSACHUSETTS, INC.
                                   PJC OF RHODE ISLAND, INC.
                                   PJC OF WEST WARWICK, INC.
                                   PJC REALTY MA, INC.
                                   PJC SPECIAL REALTY HOLDINGS, INC.
                                   THE JEAN COUTU GROUP (PJC) USA,
                                   INC.


                                   By: /s/ Michel Coutu
                                      ------------------------------------------
                                       Michel Coutu, as President of each



                                   PJC ARLINGTON REALTY LLC
                                   PJC DORCHESTER REALTY LLC
                                   PJC ESSEX REALTY LLC
                                   PJC HAVERHILL REALTY LLC
                                   PJC HYDE PARK REALTY LLC
                                   PJC MANCHESTER REALTY LLC
                                   PJC MANSFIELD REALTY LLC
                                   PJC NEW LONDON REALTY LLC
                                   PJC NORWICH REALTY LLC
                                   PJC PETERBOROUGH REALTY LLC
                                   PJC PROVIDENCE REALTY LLC
                                   PJC REVERE REALTY LLC

                                   By: PJC SPECIAL REALTY HOLDINGS,
                                   INC., a Delaware corporation, as Sole Member
                                   of each


                                   By: /s/ Michel Coutu
                                      ------------------------------------------
                                         Michel Coutu, as President


                                   MAXI DRUG SOUTH, L.P.
                                   By: MAXI DRUG, INC., a Delaware
                                   corporation, its General Partner


                                   By: /s/ Michel Coutu
                                      ------------------------------------------
                                         Michel Coutu, as President



                                   PJC REALTY N.E. LLC
                                   JEAN COUTU GROUP HOLDINGS (USA),
                                   LLC

                                   By: THE JEAN COUTU GROUP (PJC) USA,
                                   INC., a Delaware corporation, its Sole Member


                                   By: /s/ Andre Belzile
                                      ------------------------------------------
                                         Michel Coutu, as President


                                   3090671 NOVA SCOTIA COMPANY
                                   3090672 NOVA SCOTIA COMPANY
                                   CENTRE D'INFORMATION RX LTEE./
                                      RX INFORMATION CENTRE LTD.
                                   PATERSON'S PHARMACIES LIMITED
                                   SERVICES SECURIVOL INC.


                                   By: /s/ Andre Belzile
                                      ------------------------------------------
                                       Andre Belzile, as Authorized Signatory


Confirmed and accepted as
 of the date first above
 written:



MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
DEUTSCHE BANK SECURITIES INC.
NBF SECURITIES (USA) CORP.

BY:  MERRILL LYNCH, PIERCE, FENNER & SMITH
                INCORPORATED


By:  [signed]
   ---------------------
    Name:
    Title:


541095



                                                                       Exhibit A

                  FORM OF REGISTRATION RIGHTS JOINDER AGREEMENT

          WHEREAS, The Jean Coutu Group (PJC) Inc. (the "Company"), certain
Guarantors and the Initial Purchasers heretofore executed and delivered a
Registration Rights Agreement ("Registration Rights Agreement") dated as of July
30, 2004, providing for the filing of a registration statement with the SEC
registering the Exchange Securities. All capitalized terms used herein but not
defined, shall have the meaning assigned thereto in the Registration Rights
Agreement;

          WHEREAS, as a condition to the consummation of the offering of the
Securities, certain of the Guarantors, none of which was originally party to the
Registration Rights Agreement, have agreed to join the Registration Rights
Agreement upon consummation of the acquisition by the Company of all of the
outstanding capital stock of Eckerd Corporation, a Delaware Corporation, Thrift
Drug, Inc., a Delaware corporation, and Genovese Drug Stores, Inc., a Delaware
corporation, on terms described below;

          WHEREAS, the undersigned and their board of directors (or equivalent
thereof) have concluded that the execution of this Joinder Agreement is in their
best interests and have received fair value for the execution of this Joinder
Agreement based on the benefits to be received by the undersigned as part of the
consolidated group of entities in which the Company is the parent entity;

          NOW, THEREFORE, in consideration of the benefits that each Guarantor
has or will receive under the Registration Rights Agreement, each Guarantor
signatory hereto hereby agrees for the benefit of the Initial Purchasers, as
follows:

     A.   Each of the undersigned hereby acknowledges that it has received and
          reviewed a copy of the Registration Rights Agreement and all other
          documents it deems fit to enter into this Agreement, and acknowledges
          and agrees to (i) join and become a party to the Registration Rights
          Agreement as indicated by its signature below; (ii) be bound by all
          covenants, agreements, representations, warranties and acknowledgments
          attributable to the Company and the Guarantors (including the
          Company's and the Guarantors' obligations as indemnifying parties) in
          the Registration Rights Agreement as if made by, and with respect to,
          each signatory hereto; and (iii) jointly and severally, perform all
          obligations and duties required of the



          Company and the Guarantors pursuant to the Registration Rights
          Agreement, in each case under (i), (ii) and (iii) as if an original
          party thereto.

     B.   Each of the undersigned hereby represents and warrants to and agrees
          with the Initial Purchasers that it has all the requisite corporate
          power and authority and the legal right to execute, deliver and
          perform its obligations under this Joinder Agreement, that performance
          of this Joinder Agreement does not and will not violate any provisions
          of its charter, by-laws or other similar document, or, except as would
          not reasonably be expected to result in a material adverse effect, any
          contractual obligations binding on it; and that when this Joinder
          Agreement is executed and delivered, it will constitute a valid and
          legally binding agreement enforceable against each of the undersigned
          in accordance with its terms.

     C.   Each of the undersigned hereby irrevocably agrees that the obligations
          of such Guarantor under the Registration Rights Agreement shall be
          limited to the maximum amount which, after giving effect to all other
          contingent and fixed liabilities of such Guarantor and after giving
          effect to any collections from or payment made by or on behalf of any
          other Guarantor in respect of the obligations of such other Guarantor
          under the Registration Rights Agreement, will result in the
          obligations of such Guarantor under the Registration Rights Agreement
          not constituting a fraudulent conveyance for purposes of any federal,
          state, local or provincial bankruptcy, fraudulent conveyance or other
          laws.

          THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.



          IN WITNESS WHEREOF, the undersigned has executed this agreement this
__ day of July, 2004.


                                   ECKERD CORPORATION
                                   ECKERD FLEET, INC.
                                   EDC DRUG STORES, INC.
                                   EDC LICENSING, INC.
                                   GENOVESE DRUG STORES, INC.
                                   THRIFT DRUG, INC.
                                   THRIFT DRUG SERVICES, INC.


                                   By:
                                      ------------------------------------------
                                       Michel Coutu, as President of each


541095

EX-4.10

                                                                    Exhibit 4.10

                      REGISTRATION RIGHTS JOINDER AGREEMENT

          WHEREAS, The Jean Coutu Group (PJC) Inc. (the "Company"), certain
Guarantors and the Initial Purchasers heretofore executed and delivered a
Registration Rights Agreement ("Registration Rights Agreement") dated as of July
30, 2004, providing for the filing of a registration statement with the SEC
registering the Exchange Securities. All capitalized terms used herein but not
defined, shall have the meaning assigned thereto in the Registration Rights
Agreement;

          WHEREAS, as a condition to the consummation of the offering of the
Securities, certain of the Guarantors, none of which was originally party to the
Registration Rights Agreement, have agreed to join the Registration Rights
Agreement upon consummation of the acquisition by the Company of all of the
outstanding capital stock of Eckerd Corporation, a Delaware Corporation, Thrift
Drug, Inc., a Delaware corporation, and Genovese Drug Stores, Inc., a Delaware
corporation, on terms described below;

          WHEREAS, the undersigned and their board of directors (or equivalent
thereof) have concluded that the execution of this Joinder Agreement is in their
best interests and have received fair value for the execution of this Joinder
Agreement based on the benefits to be received by the undersigned as part of the
consolidated group of entities in which the Company is the parent entity;

          NOW, THEREFORE, in consideration of the benefits that each Guarantor
has or will receive under the Registration Rights Agreement, each Guarantor
signatory hereto hereby agrees for the benefit of the Initial Purchasers, as
follows:

     A.   Each of the undersigned hereby acknowledges that it has received and
          reviewed a copy of the Registration Rights Agreement and all other
          documents it deems fit to enter into this Agreement, and acknowledges
          and agrees to (i) join and become a party to the Registration Rights
          Agreement as indicated by its signature below; (ii) be bound by all
          covenants, agreements, representations, warranties and acknowledgments
          attributable to the Company and the Guarantors (including the
          Company's and the Guarantors' obligations as indemnifying parties) in
          the Registration Rights Agreement as if made by, and with respect to,
          each signatory hereto; and (iii) jointly and severally, perform all
          obligations and duties required of the Company and the Guarantors
          pursuant to the Registration Rights Agreement, in each case under (i),
          (ii) and (iii) as if an original party thereto.

     B.   Each of the undersigned hereby represents and warrants to and agrees
          with the Initial Purchasers that it has all the requisite corporate
          power and



          authority and the legal right to execute, deliver and perform its
          obligations under this Joinder Agreement, that performance of this
          Joinder Agreement does not and will not violate any provisions of its
          charter, by-laws or other similar document, or, except as could not
          reasonably be expected to result in a material adverse effect, any
          contractual obligations binding on it; and that when this Joinder
          Agreement is executed and delivered, it will constitute a valid and
          legally binding agreement enforceable against each of the undersigned
          in accordance with its terms.

     C.   Each of the undersigned hereby irrevocably agrees that the obligations
          of such Guarantor under the Registration Rights Agreement shall be
          limited to the maximum amount which, after giving effect to all other
          contingent and fixed liabilities of such Guarantor and after giving
          effect to any collections from or payment made by or on behalf of any
          other Guarantor in respect of the obligations of such other Guarantor
          under the Registration Rights Agreement, will result in the
          obligations of such Guarantor under the Registration Rights Agreement
          not constituting a fraudulent conveyance for purposes of any federal,
          state, local or provincial bankruptcy, fraudulent conveyance or other
          laws.

          THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.



          IN WITNESS WHEREOF, the undersigned has executed this agreement this
31st day of July, 2004.


                                         ECKERD CORPORATION
                                         ECKERD FLEET, INC.
                                         EDC DRUG STORES, INC.
                                         EDC LICENSING, INC.
                                         GENOVESE DRUG STORES, INC.
                                         THRIFT DRUG, INC.
                                         THRIFT DRUG SERVICES, INC.


                                         By: /s/ Michel Coutu
                                            ------------------------------------

                                             Michel Coutu, as President of each

EX-5.1

                                                                     Exhibit 5.1


                   [Letterhead of McDermott Will & Emery LLP]


                                         November 24, 2004

The Jean Coutu Group (PJC) Inc.
530 Beriault Street
Longueuil, Quebec, Canada J4G1S8
(450) 646-9760


       Re:    REGISTRATION STATEMENT ON FORM F-10, S-4 AND F-4 RELATING TO
              $350,000,000 OF 7 5/8% SENIOR NOTES DUE 2012 AND $850,000,000 OF
              8 1/2% SENIOR SUBORDINATED NOTES DUE 2014 OF THE JEAN COUTU
              GROUP (PJC) INC.

Ladies and Gentlemen:

       We have acted as special counsel to The Jean Coutu Group (PJC) Inc., a
corporation incorporated under the laws of the province of Quebec, Canada
(the "COMPANY"), in connection with the preparation and filing with the U.S.
Securities and Exchange Commission (the "COMMISSION") under the Securities
Act of 1933, as amended (the "SECURITIES ACT"), of a Registration Statement
on Form F-10, S-4 and F-4 (the "REGISTRATION STATEMENT") relating to the
proposed exchange by the Company of $350,000,000 aggregate principal amount
of its 7 5/8% Senior Notes due 2012 (the "EXCHANGE SENIOR NOTES") and
$850,000,000 aggregate principal amount of its 8 1/2% Senior Subordinated
Notes due 2014 (the "EXCHANGE SENIOR SUBORDINATED NOTES", and together with
the Exchange Senior Notes, the "EXCHANGE NOTES"), which are to be registered
under the Securities Act, for a like amount of the Company's current
outstanding, $350,000,000 aggregate principal amount of its 7 5/8% Senior
Notes due 2012 (the "OUTSTANDING SENIOR NOTES") and $850,000,000 aggregate
principal amount of its 8 1/2% Senior Subordinated Notes due 2014 (the
"OUTSTANDING SENIOR SUBORDINATED Notes", and together with the Outstanding
Senior Notes, the "OUTSTANDING NOTES"). The Exchange Notes will be guaranteed
as to the payment of principal and interest thereon (such guarantees,
together, the "SUBSIDIARY GUARANTEES" and collectively, with the Exchange
Notes, the "SECURITIES") by each of the entities listed on SCHEDULE A (the
"U.S. SUBSIDIARIES"), SCHEDULE B (the "U.S. SPECIAL SUBSIDIARIES") and
SCHEDULE C (the "CANADIAN SUBSIDIARIES", and collectively, with the U.S.
Subsidiaries and U.S. Special Subsidiaries, the "SUBSIDIARIES") hereto. The
Exchange Senior Notes and the related Subsidiary Guarantees will be issued
pursuant to the Indenture, dated as of July 30, 2004 (the "SENIOR
INDENTURE"), among the Company, the Subsidiaries and The Bank of New York
(the "SENIOR TRUSTEE"), and the Exchange Senior Subordinated Notes and the
related Subsidiary Guarantees will be issued pursuant to the Indenture, dated
as of July 30, 2004 (the "SENIOR SUBORDINATED INDENTURE", and together with
the Senior Indenture, the "INDENTURE"),




among the Company, the Subsidiaries and Wells Fargo Bank, N.A. (the "SENIOR
SUBORDINATED TRUSTEE", and together with the Senior Trustee, the "TRUSTEE").

       In connection with rendering the opinions set forth herein, we have
examined originals or copies, certified or otherwise identified to our
satisfaction, the Registration Statement, the Indenture, the form of Exchange
Notes and such other corporate and other records, documents, certificates,
instruments and other papers as we have deemed necessary to examine for the
purpose of this opinion.

       In our examination, we have assumed the genuineness of all signatures
(including endorsements), the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies. As to any facts
material to the opinions expressed herein which we did not independently
establish or verify, we have relied upon oral or written statements and
representations and certificates of the Company and the Subsidiaries and their
respective officers and other representatives and of public officials and
others.

       In making our examination of documents executed by parties other than the
U.S. Subsidiaries, we have assumed that such parties had the power, corporate or
other, to enter into and perform all obligations under such documents and have
also assumed the due authorization by all requisite action, corporate or other,
and execution and delivery by such parties (other than to the extent governed by
the laws of the State of New York and subject to any of the opinions below) of
such documents and, other than with respect to the Company and the Subsidiaries,
the validity and binding effect thereof.

       The opinions set forth herein are (with your consent) subject to the
following assumptions and qualifications:

            (a) We have assumed that the execution and delivery, and the
performance of all obligations under the Indentures, by the Company and the
Subsidiaries, as applicable, of any of its obligations under the Indentures
does not and will not conflict with, contravene, violate or constitute a
default under (i) any lease, indenture, instrument or other agreement to
which the Company or any Subsidiary or any properties thereof, (ii) any rule,
law or regulation to which the Company or any Subsidiary is subject (other
than the Applicable Laws as to which we express our opinion below) or (iii)
any judicial or administrative order or decree of any governmental authority;

            (b) We have assumed that no authorization, consent or other
approval of, notice to or filing with any court, governmental authority or
regulatory body is required to authorize or is required in connection with
the execution, delivery or performance by the Company or any Subsidiary of
the Indenture or the Registration Statement;

            (c) We express no opinion as to the effect on the opinions herein
stated of (i) the compliance or non-compliance of any party to the Indentures
with any state, federal or other laws or regulations applicable thereto or
(ii) the legal or regulatory status or the nature of the business of any
party to the Indentures;



            (d) In rendering our opinions express below, we express no opinion
as to the applicability or effect of any preference or similar law on the
Indenture or any transaction contemplated thereby; and

            (e) We have assumed that (i) there has not been any mutual mistake
of fact or misunderstanding, fraud, duress or undue influence and (ii) there are
no oral or written modifications of or amendments to the Indenture or the
Exchange Notes and there have been no waivers, terminations or releases of any
of the provisions of the Indenture or the Exchange Notes by actions or conduct
of the parties thereto or otherwise.

       We are admitted to the Bar in the State of New York, the State of Florida
and the Commonwealth of Massachusetts. We express no opinion as to the laws of
any jurisdiction other than (i) the laws of the State of New York (other than
"blue sky" laws, as to which we express no opinion), (ii) the Massachusetts
Business Corporation Act (Chapter 156D), (iii) the General Corporation Law of
the State of Delaware, (iv) the Florida Business Corporation Act and (v) the
federal laws of the United States of America to the extent specifically referred
to herein (collectively, the "APPLICABLE LAWS").


                  Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:

       1. Assuming the due authorization, execution and delivery of the Exchange
Notes by the Company under Canadian federal, Nova Scotia, Ontario and Quebec
laws, when authenticated by the Trustee in accordance with the Indenture and
delivered in exchange for the Outstanding Notes pursuant to the exchange offer
described in the Registration Statement, the Exchange Notes (to the extent that
the execution and delivery thereof are governed by the laws of the State of New
York) will be duly executed and delivered by the Company and will constitute
valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms.

       2. Assuming the due authorization, execution and delivery of the Exchange
Notes by the Company under Canadian federal, Nova Scotia, Ontario and Quebec
laws, when such Exchange Notes are authenticated by the Trustee in accordance
with the Indenture and delivered in exchange for the Outstanding Notes
pursuant to the exchange offer described in the Registration Statement, the
Subsidiary Guarantees (to the extent that the execution and delivery thereof
are governed by the laws of the State of New York) by the U.S. Subsidiaries
will constitute valid and binding obligations of the U.S. Subsidiaries,
enforceable against the U.S. Subsidiaries in accordance with their terms.

       3. Assuming (a) the due authorization, execution and delivery of the
Exchange Notes by the Company under Canadian federal, Nova Scotia, Ontario
and Quebec laws, when such Exchange Notes are authenticated by the Trustee in
accordance with the Indenture and delivered in exchange for the Outstanding
Notes pursuant to the exchange offer described in the Registration Statement
and (b) the due authorization, execution and delivery of the Subsidiary
Guarantees under Canadian federal, Nova Scotia, Ontario and Quebec laws, the
Subsidiary Guarantees (to the extent that the execution and delivery thereof
are governed by the laws of the State of New York) by the Canadian
Subsidiaries will constitute valid and binding obligations of the
Subsidiaries, enforceable against the Canadian Subsidiaries in accordance
with their terms.

       4. Assuming (a) the due authorization, execution and delivery of the
Exchange Notes by the Company under Canadian federal, Nova Scotia, Ontario
and Quebec laws, when such Exchange Notes are authenticated by the Trustee in
accordance with the Indenture and delivered in exchange for the Outstanding
Notes pursuant to the exchange offer described in the Registration Statement
and (b) the due  execution and delivery of the Subsidiary Guarantees under
the laws of the respective state of incorporation or formation, the
Subsidiary Guarantees (to the extent that the execution and delivery thereof
are governed by the laws of the State of New York) by the U.S. Special
Subsidiaries will constitute valid and binding obligations of the U.S.
Special Subsidiaries, enforceable against the U.S. Special Subsidiaries in
accordance with their terms.

       In addition to any assumptions, qualifications and other matters set
forth elsewhere herein, the opinions herein are subject to the following
qualifications:

       (A) Our opinions expressed above are subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally.

       (B) Our opinions expressed above are subject to the effect of general
principles of equity, including, without limitation, concepts of materiality,
reasonableness and good faith and fair dealing (regardless of whether
considered in a proceeding in equity or at law).

       (C) We call your attention to the following matters as to which we
express no opinion:

       (1) the agreement of any party in any agreement relating to
       indemnification or contribution;

       (2) fraudulent transfer laws and principles of equitable subordination;

       (3) the agreement of any party in any agreement to establish evidentiary
       standards;

       (4) the enforceability of the provisions of any agreement to the extent
       that (a) they state that provisions of such agreement may only be waived
       in writing, (b) they state that the provisions of such agreement are
       severable, (c) they purport to consent to the entry of a default judgment
       against any the Company or any Subsidiary, or (d) they purport to provide
       that, in the event the Company or any Subsidiary revokes its guarantee
       under the Exchange Notes, the Company or such Subsidiary would
       nevertheless remain liable with respect to obligations under the Exchange
       Notes arising thereafter, regardless of whether such obligations arose
       pursuant to a binding commitment under the Exchange Notes entered into
       prior to the date of revocation;

       (5) the enforceability under certain circumstances of provisions to the
       effect that (a) the rights or remedies of any party to any agreement are
       not exclusive, (b) rights or remedies may be exercised without notice,
       (c) every right or remedy is cumulative and may be exercised in addition
       to or with any other right or remedy, (d) election of a particular remedy
       or remedies does not preclude recourse to one or more remedies, and (e)
       failure to exercise or delay in exercising rights or remedies will not
       operate as a waiver of any such rights or remedies;

       (6) the ordinances and statutes, the administrative decisions and orders
       and the rules and regulations of any municipality, county or special
       district or other political subdivision of any state; and

       (7) the applicability to the obligations of any guarantor or surety (or
       any person or entity deemed to be a guarantor or surety) under any of the
       agreements (or the enforceability of any such obligations) of Section 548
       of the United States Bankruptcy Code, or provisions of applicable state
       law relating to fraudulent conveyances or transfers of obligations or the
       making of dividends or other distributions.


       Whenever a statement is qualified by "TO OUR KNOWLEDGE" or a similar
phrase, it refers to the current actual knowledge of solely those particular
McDermott Will & Emery LLP attorneys who have given substantive attention to the
Indenture and the Registration Statement and the preparation and negotiation
thereof. Except as expressly set forth herein, we have not undertaken any
independent investigation to determine the accuracy of such statements and no
inference as to our knowledge concerning such statement should be drawn from the
fact of our representation of the Company or Subsidiaries in this matter or in
other matters in which such attorneys are not involved.



       We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the reference to our Firm under the caption
"Legal Matters" in the Registration Statement. In giving this consent, we do
not admit that we are within the category of persons who consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.

       This opinion letter is limited to the matters expressly set forth herein
and no opinion is implied or may be inferred beyond the matters expressly so
stated. This opinion letter is given as of the date hereof and we assume no
obligation to update or supplement this opinion to reflect any facts which may
hereafter come to our attention or any changes in law which may hereafter occur.

                                         Respectfully submitted,

                                         (signed) McDermott Will & Emery LLP





                                   SCHEDULE A


                                U.S. SUBSIDIARIES
                                -----------------

Brooks Pharmacy, Inc.
Eckerd Corporation
Eckerd Fleet, Inc
EDC Licensing, Inc.
Genovese Drug Stores, Inc.
JCG Holdings (USA), Inc.
Jean Coutu Group Holdings (USA), LLC
Maxi Drug North, Inc.
Maxi Drug South, L.P.
Maxi Drug, Inc.
P.J.C. Distribution, Inc.
P.J.C. Realty Co., Inc.
PJC Arlington Realty LLC
PJC Dorchester Realty LLC
PJC Essex Realty LLC
PJC Haverhill Realty LLC
PJC Hyde Park Realty LLC
PJC Lease Holdings, Inc.
PJC Manchester Realty LLC
PJC Mansfield Realty LLC
PJC New London Realty LLC
PJC Norwich Realty LLC
PJC of Massachusetts, Inc.
PJC Peterborough Realty LLC
PJC Providence Realty LLC
PJC Realty MA, Inc.
PJC Realty N.E. LLC
PJC Revere Realty LLC
PJC Special Realty Holdings, Inc.
The Jean Coutu Group (PJC) USA, Inc.
Thrift Drug Inc.
Thrift Drug Services, Inc.





                                   SCHEDULE B


                            U.S. SPECIAL SUBSIDIARIES
                            -------------------------

EDC Drug Stores, Inc.
Maxi Green Inc.
MC Woonsocket, Inc.
PJC of Cranston, Inc.
PJC of East Providence, Inc.
PJC of Rhode Island, Inc.
PJC of West Warwick, Inc.
PJC of Vermont Inc.





                                   SCHEDULE C


                              CANADIAN SUBSIDIARIES
                              ---------------------

3090671 Nova Scotia Company
3090672 Nova Scotia Company
Paterson's Pharmacies Ltd.
RX Information Centre Ltd.
Services Securivol Inc.

EX-5.2

                                                                     Exhibit 5.2
FASKEN MARTINEAU DuMOULIN LLP
Barristers and Solicitors
Patent and Trade-mark Agents                                      FASKEN
                                                               MARTINEAU  [LOGO]
Stock Exchange Tower
Suite 3400, P.O. Box 242
800 Place Victoria
Montreal, Quebec, Canada H4Z 1E9

514 397 7400  Telephone
514 397 7600  Facsimile



November 24, 2004



The Jean Coutu Group (PJC) Inc.

Dear Sirs:

RE:  THE JEAN COUTU GROUP (PJC) INC.
     EXCHANGE OFFER FOR US$350,000,000 7 5/8% SENIOR NOTES DUE 2012
     ("SENIOR NOTES") AND US$850,000,000 8 1/2 % SENIOR
     SUBORDINATED NOTES DUE 2014 ("SENIOR SUBORDINATED NOTES")

We have acted as Canadian counsel to The Jean Coutu Group (PJC) Inc. (the
"Issuer") as well as to the Canadian entities listed in Schedule A attached
hereto (each such entity, a "Canadian Guarantor" and, collectively, the
"Canadian Guarantors") in connection with the offer by the Issuer to exchange up
to of an aggregate principal amount of US$350,000,000 7 5/8% Senior Notes due
2012 and US$850,000,000 8 1/2 % Senior Subordinated Notes due 2014
(collectively, the "Exchange Notes") as described in the registration filed with
the U.S. Securities and Exchange Commission on November 24, 2004. The
obligations of the Issuer under the Senior Notes are guaranteed by, among
others, the Canadian Guarantors pursuant to the terms of an indenture relating
to the Senior Notes dated as of July 30, 2004 between the Issuer and the Bank of
New York, as trustee, and the Canadian Guarantors, among others, and the
obligations of the Issuer under the Senior Subordinated Notes are guaranteed,
among others, by the Canadian Guarantors pursuant to an indenture relating to
the Senior Subordinated Notes dated as of July 30, 2004 among the Issuer, Wells
Fargo Bank, N.A., as trustee, and the Canadian Guarantors, among others
(collectively the "Canadian Guarantees").

For the purposes of our opinions, we have considered such questions of law and
we have examined public and corporate records, certificates, instruments,
agreements and other documents as we have deemed necessary or useful in
expressing the opinions hereinafter set forth.

For the purposes of the opinions expressed herein, we have assumed (without
independent investigation or verification):

     (a)  the genuineness and authenticity of all documents submitted to us as
          originals, the conformity to originals of all documents submitted to
          us as photostatic, certified, notarially certified, facsimile or
          conformed copies,


  VANCOUVER    CALGARY    YELLOWKNIFE    TORONTO    MONTREAL     QUEBEC CITY
  NEW YORK                         LONDON                       JOHANNESBURG



          or copies otherwise reproduced by electronic means, the genuineness
          and authenticity of all signatures on all documents submitted to us,
          the completeness and accuracy of all documents submitted to or
          obtained by us, and the legal capacity of all natural persons;

     (b)  the minute books of the Issuer in our possession are accurate and
          complete in all respects; and

     (c)  at the time of any distribution of or trade in securities hereinafter
          referred to, no effective order, ruling or decision issued or granted
          by a securities commission, court of competent jurisdiction,
          regulatory or administrative body having jurisdiction is in effect
          that has the effect of restricting any such distribution or trade or
          affecting any person who engages in such distribution or trade.

The opinions set out below are limited to the laws currently in force in the
Provinces of Quebec and Ontario (the "Relevant Provinces").

Based on and relying upon and subject to the foregoing, we are of the opinion
that the execution and delivery of the Exchange Notes and the Canadian
Guarantees by each of the Issuer and the Canadian Guarantors and the performance
of its respective obligations thereunder do not contravene (i) any provision of
applicable corporate laws of the Relevant Provinces or the federal laws of
Canada applicable therein, or (ii) the constating documents and bylaws (as
applicable) of each of the Issuer and the Canadian Guarantors.

This letter is solely for your benefit in connection with the filing of the
registration statement referred to above and is not to be used or relied upon by
any other person or for any other purpose, or to be distributed to any other
person, without our prior written consent.

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters". In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

Yours truly,


(signed) FASKEN MARTINEAU DuMOULIN s.r.l.

                                   Schedule A



Paterson's Pharmacies Limited

Centre d'information RX Ltee/RX Information Center Ltd.

Services Securivol Inc.

EX-5.3

                                                                     EXHIBIT 5.3


                          [McGuireWoods LLP Letterhead]


November 23, 2004


The Jean Coutu Group (PJC) Inc.
530 Beriault Street
Longueuil, Quebec, Canada  J4G 1S8

EDC Drug Stores, Inc.
50 Service Road
Warwick, Rhode Island  02886

Ladies and Gentlemen:

Reference is made to the Registration Statement on Forms F-10, S-4 and F-4 being
filed by you and others with the Securities and Exchange Commission in
Washington, D.C. (the "Registration Statement") in connection with the
registration under the Securities Act of $350,000,000 aggregate principal amount
of 7 5/8 % Senior Notes of The Jean Coutu Group (PJG) Inc. due 2012 (the "Senior
Exchange Notes"), $850,000,000 aggregate principal amount of 8 1/2 % Senior
Subordinated Notes of The Jean Coutu Group (PJG) Inc. due 2014 (the "Senior
Subordinated Exchange Notes") and certain guarantees of the Senior Exchange
Notes and the Senior Subordinated Exchange Notes (the "Senior Note Guarantees"
and the "Senior Subordinated Note Guarantees," respectively, and, collectively
with the Senior Exchange Notes and the Senior Subordinated Exchange Notes, the
"Securities") by the guarantors described in the Registration Statement
including, among others, EDC Drug Stores, Inc., a North Carolina corporation
(the "Company"). The Registration Statement is being filed in connection with an
exchange offer (the "Exchange Offer") in which the Securities will be offered to
holders of outstanding unregistered securities having substantially identical
terms except for certain transfer restrictions and registration rights relating
to the outstanding securities. Capitalized terms used and not defined herein
have the meanings assigned to them in the Registration Statement.

At your request, this letter is being delivered by us as special North Carolina
counsel in connection with the registration for the Exchange Offer of the Senior
Note Guarantee and the Senior Subordinated Note Guarantee to be issued by the
Company in respect of the Senior Exchange Notes and the Senior Subordinated
Exchange Notes.

In connection with the delivery of this letter, we have examined originals or
copies of the articles of incorporation and bylaws of the Company, certain
resolutions adopted by the Board of Directors of the Company as of July 31, 2004
and November 23, 2004, the Registration Rights Agreement to be filed as an
exhibit to the Registration Statement, the Registration Rights Joinder Agreement
to be filed as an exhibit to the Registration




The Jean Coutu Group (PJC) Inc.
EDC Drug Stores, Inc.
November 23, 2004
Page 2


Statement, the Senior Note Indenture (including the forms of the Senior Exchange
Note and the Senior Note Guarantee contained therein), the Supplemental
Indenture dated as of July 30, 2004 to the Senior Note Indenture, the Senior
Subordinated Note Indenture (including the forms of the Senior Subordinated
Exchange Note and the Senior Subordinated Note Guarantee contained therein), the
Supplemental Indenture dated as of July 30, 2004 to the Senior Subordinated Note
Indenture (the foregoing being collectively referred to as the "Transaction
Documents"), the Registration Statement and such other records, agreements,
instruments, certificates and other documents of pubic officials, the Company
and its authorized representatives, as we have deemed necessary or appropriate
in connection with the opinions set forth herein (collectively with the
Transaction Documents, the "Opinion Documents"). We have not undertaken any
independent investigation or verification of any factual matter set forth in the
Opinion Documents, and we have assumed the factual statements set forth therein
to be complete and correct.

For the purposes of giving the opinions set forth herein we have assumed and
relied on without independent verification (i) the authenticity of all
signatures; (ii) the completeness, and the conformity to original instruments,
of all copies submitted to us, and that any document submitted to us continues
in full force and effect; (iii) the due organization and legal existence of the
Company; (iv) that each of the Transaction Documents is within the capacity and
powers of, and has been or will be validly authorized by each of the parties
thereto, other than the Company; (v) that each of the Transaction Documents has
been or will be validly executed and delivered by each of the parties thereto in
the form or substantially the form presented to us; (vi) to the extent that any
obligation of the Company under the Transaction Documents is to be performed in
any jurisdiction other than North Carolina, its performance will not be illegal
or unenforceable under the law of that jurisdiction; and (vii) that the
Transaction Documents constitute, or upon execution, will constitute, the legal,
valid and binding obligation of each of the parties thereto, including without
limitation the Company, under the laws of New York.

Based upon the foregoing, and subject to the assumptions, exclusions,
limitations and qualifications set forth herein, we are of the opinion that,
when issued as contemplated by the Registration Statement, the Senior Note
Guarantee and the Senior Subordinated Note Guarantee to be issued by the Company
in respect of the Senior Exchange Notes and the Senior Subordinated Exchange
Notes will be legally issued and will constitute valid and binding obligations
of the Company. Enforceability of the Company's obligations under such Senior
Note Guarantee and Senior Subordinated Note Guarantee may be limited by
applicable bankruptcy, reorganization, insolvency, fraudulent transfer,
moratorium and similar laws affecting the enforcement of creditors' rights
generally or by the application of equitable principles.

We express no opinion other than as expressly set forth herein or as to any laws
other than the laws of the State of North Carolina in force at the date of this
opinion. We




The Jean Coutu Group (PJC) Inc.
EDC Drug Stores, Inc.
November 23, 2004
Page 3


express no opinion or as to any matters of municipal law or the laws of any
local agencies.

This letter speaks only as of the date hereof, and we undertake no
responsibility to update or supplement this letter after the date hereof.

We consent to being named in the Registration Statement and related Prospectus
as special North Carolina counsel who are passing upon the legality of the
Senior Note Guarantee and the Senior Subordinated Note Guarantee of the Company
under North Carolina law and to the reference to our name under the caption
"Legal Matters" in such Prospectus. We also consent to your filing copies of
this opinion as an exhibit to the Registration Statement or any amendment
thereto. In giving such consents, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the 1933 Act.

                                              Very truly yours,


                                              /s/ McGuireWoods LLP

EX-5.4

                                                                    EXHIBIT 5.4

PARTRIDGE SNOW & HAHN LLP                         180 SOUTH MAIN STREET
Counselors at Law                                 PROVIDENCE, RI 02903-7120
                                                  401-861-8200, FAX 401-861-8210


                                22 November 2004




The Jean Coutu Group (PJC) Inc.
530 Beriault Street
Longueuil, Quebec, Canada J4G 1S8

MC Woonsocket, Inc.
PJC of Rhode Island, Inc.
PJC of Cranston, Inc.
PJC of East Providence, Inc.
PJC of West Warwick, Inc.
50 Service Road
Warwick, Rhode Island 02886



              Re: Registration Statement on Forms F-10, S-4 and F-4


Ladies and Gentlemen:

     This opinion is furnished to you at your request in connection with a
Registration Statement on Forms F-10, S-4 and F-4 (the "Registration Statement")
to be filed by The Jean Coutu Group (PJC) Inc., a corporation formed under the
laws of Quebec ( "Parent"), INTER ALIA, with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), for the registration of (i) $350,000,000 aggregate principal
amount of 7 5/8% Senior Notes due 2012 of Parent (the "Senior Notes"), (ii)
$850,000,000 aggregate principal amount of 8 1/2% Senior Subordinated Notes due
2014 of Parent (the "Senior Subordinated Notes") and (iii) guarantees of
Parent's obligations thereunder by the direct and indirect subsidiaries of
Parent, including, without limitation, each of MC Woonsocket, Inc., a Rhode
Island corporation, PJC of Rhode Island, Inc., a Rhode Island corporation, PJC
of Cranston, Inc., a Rhode Island corporation, PJC of East Providence, Inc., a
Rhode Island corporation, and PJC of West Warwick, Inc., a Rhode Island
corporation (respectively, the "Senior Guarantee" and the "Senior Subordinated
Guarantee"). MC Woonsocket, Inc., PJC of Rhode Island, Inc., PJC of Cranston,
Inc., PJC of East Providence, Inc., and PJC of West Warwick, Inc. are sometimes
referred to herein collectively as the "Rhode Island Subsidiaries."

     We have acted as special counsel for you in connection with the Senior
Guarantee and the Senior Subordinated Guarantee as undertaken by the Rhode
Island Subsidiaries. We have examined signed copies of the Registration
Statement and all Exhibits thereto as filed with the Commission. We have also
examined and relied upon minutes of meetings of the stockholders and the Board
of Directors





The Jean Coutu Group (PJC) Inc. ET AL.
22 November 2004
Page 2



of each of the Rhode Island Subsidiaries as provided by you, copies of the
Articles of Incorporation and By-Laws of each of the Rhode Island Subsidiaries,
each as restated and/or amended to date, and such other documents as we have
deemed necessary for purposes of rendering the opinions hereinafter set forth.

     In connection with this opinion, we have made such investigation of law and
such other inquiries as we consider necessary to enable us to express our
opinion as to the matters set forth below. We have examined and relied upon
certain instruments, documents, letters, and records with respect to the
information shown or contained therein. In the course of our investigation,
examination, and inquiry, we have assumed the legal capacity of natural persons,
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to originals of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals from
which such copies were made.

     We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the State of Rhode Island and the federal laws of
the United States of America. To the extent that the laws of any other
jurisdiction govern any of the matters as to which we are opining herein, we
have assumed, with your permission and without independent investigation, that
such laws are identical to the state laws of the State of Rhode Island, and we
are expressing no opinion herein as to whether such assumption is reasonable or
correct. We are expressing no opinion as to the enforceability of any provision
of the Senior Guarantee or the Senior Subordinated Guarantee that purports to
select the laws by which it is to be governed.

     The opinions expressed herein are subject to the following qualifications,
limitations, and exceptions: (1) The enforceability and performance of the
Senior Guarantee and the Senior Subordinated Guarantee may be limited by (a)
applicable bankruptcy, insolvency, reorganization, moratorium, and other similar
laws and interpretations thereof, now or hereafter in effect, which affect the
rights and remedies of creditors generally; (b) rules of equity and other
matters within the discretion of a court affecting the enforcement of
obligations generally, including without limitation the availability of the
remedy of specific performance; (c) duties and standards imposed by statutory or
decisional law on creditors and parties to contracts generally, such as
obligations of good faith, fair dealing, and commercial reasonableness; (d) the
doctrine of equitable subordination, state fraudulent conveyance statutes,
Section 548 of the United State Bankruptcy Code, or similar laws relating to the
rights of creditors and parties to leases and contracts generally; and (e)
certain laws and judicial decisions not expressly excepted herein which may
limit or void the enforceability of certain rights or remedies provided for in
the Senior Guarantee and the Senior Subordinated Guarantee, which laws and
decisions, in our opinion, do not make the rights and remedies provided for in
the Senior Guarantee and the Senior Subordinated Guarantee, taken as a whole,
inadequate for the practical realization of the principal benefits thereof.

     Based upon and subject to the foregoing, we are of the opinion that the
Senior Guarantee and the Senior Subordinated Guarantee have been duly authorized
by, and are the binding obligations of, each of the Rhode Island Subsidiaries.

     It is understood that this opinion is to be used only in connection with
the offer and sale of the Senior Notes, the Senior Subordinated Notes, the
Senior Guarantees and the Senior Subordinated Guarantee while the Registration
Statement is in effect.

     Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes,





The Jean Coutu Group (PJC) Inc. ET AL.
22 November 2004
Page 3



rules, regulations and judicial decisions, and we disclaim any obligation to
advise you of any change in any of these sources of law or subsequent legal or
factual developments which might affect any matters or opinions set forth
herein.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

                                Very truly yours,

                                (signed) Partridge, Snow & Hahn, LLP

EX-5.5

                                                                     Exhibit 5.5


PAUL FRANK + COLLINS P.C. LOGO

November 24, 2004

The Jean Coutu Group (PJC) Inc.
530 Beriault Street
Longueuil, Quebec J4G 1S8
CANADA

       Re: REGISTRATION STATEMENT ON FORM S-4
           VERMONT GUARANTORS: MAXI GREEN INC. AND PJC OF VERMONT INC.

Dear Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration Statement on
Forms F-10, S-4, and F-4 (the "Registration Statement") to be filed by The Jean
Coutu Group (PJC) Inc., a Quebec company (the "Company") with the Securities and
Exchange Commission (the "Commission") relating to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of the Company's
issuance of up to $350,000,000 original principal amount 7?% Senior Notes Due
2012 (the "Exchange Senior Notes") and the Company's issuance of up to
$850,000,000 original principal amount 8 1/2% Senior Subordinated Notes due 2014
(the "Exchange Subordinated Notes" and, together with the Exchange Senior Notes,
the "Exchange Securities"), and the guarantees of the obligations represented by
the Exchange Securities (each a "Guarantee," collectively, the "Guarantees,"
and, together with the Exchange Securities, the "Securities") by the
subsidiaries of the Company set forth on SCHEDULE A hereto (such entities,
collectively, the "Guarantors").

The Exchange Senior Notes are to be issued pursuant to an Indenture, dated as of
July 30, 2004, among the Company, the Guarantors, and The Bank of New York, as
trustee (the "Senior Notes Indenture"). The Exchange Subordinated Notes are to
be issued pursuant to an Indenture, dated as of July 30, 2004, among the
Company, the Guarantors, and Wells Fargo Bank, N.A., as trustee (the
"Subordinated Notes Indenture" and, together with the "Senior Notes Indenture,"
the "Indentures"). The Securities are to be issued in an exchange offer detailed
in the terms of the Registration Rights Agreement, dated as of July 30, 2004
(the "Registration Rights Agreement"), among the Company, the Guarantors, and
the Initial Purchasers (as defined therein), which shall be filed as an exhibit
to the Registration Statement.

Solely for the purpose of furnishing this opinion, we are acting as special
counsel for the Guarantors set forth on SCHEDULE B hereto (the "Vermont
Guarantors") in connection with the issuance by the Company and the Guarantors
of the Securities. We have examined draft copies of the Registration Statement.
We have also examined and relied upon the Registration Rights Agreement, the
Indentures, the resolutions adopted on November 23, 2004 by the boards of
directors of each of the Vermont Guarantors (the "Resolutions"), as provided to
us by the Vermont Guarantors, the certificates of incorporation and bylaws of
each of the Vermont Guarantors, each as restated and/or amended to date, and
such other documents as we have deemed necessary for purposes of rendering the
opinions hereinafter set forth.



                                                ATTORNEYS AT LAW| www.PFClaw.com
- --------------------------------------------------------------------------------
One Church Street  P.O. Box 1307 Burlington, VT  05402-1307   phone 802.658.2311
                                                                fax 802.658.0042

      A Member of TerraLex(R)The Worldwide Network of Independent Law Firms




The Jean Coutu Group (PJC) Inc.
November 24, 2004
Page 2

In our examination of the foregoing documents, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents. We have also assumed that
the Resolutions have not been amended or revoked. We have also assumed the valid
authorization, execution, and delivery of each of the agreements referred to
herein by each party other than the Vermont Guarantors, and we have assumed that
each of such other parties has been duly organized and is validly existing and
in good standing under its jurisdiction of organization, with the corporate or
other organizational power to perform its obligations thereunder and that each
such agreement is a valid and binding obligation of each such other party
thereto. We have further assumed that, as to any instrument, agreement, or
document delivered, or obligations incurred, by the Vermont Guarantors
(including each Vermont Guarantee (defined below)), each of the Vermont
Guarantors has received adequate and agreed to consideration therefor. We
express no opinion herein with respect to matters governed by any laws other
than the state laws of the State of Vermont. We express no opinion as to any
federal or state securities or blue sky laws, including without limitation, the
securities laws of the State of Vermont. We note that the Guarantees, by the
terms of the Indentures, are expressly stated to be governed by New York law.
For the purposes of the opinion contained in paragraph 3 below, we assume each
Guarantee executed and delivered by a Vermont Guarantor (each a "Vermont
Guarantee") will constitute a valid and legally binding obligation of such
Vermont Guarantor enforceable against such Vermont Guarantor in accordance with
its terms under New York law, subject to the considerations enumerated below.

Our opinion is further subject to the following exceptions, qualifications, and
assumptions. The enforceability of any of the obligations of the Vermont
Guarantors under the Vermont Guarantees, Indentures, and related documents may
be limited by or subject to bankruptcy, insolvency, reorganization, moratorium,
marshaling, or other laws and rules of law affecting the enforcement generally
of creditors' rights and remedies (including such as may deny giving effect to
waivers of debtors' or guarantors' rights). We express no opinion as to:

(i)    the status under any fraudulent conveyance laws, including Section 548 of
       the U.S. bankruptcy code, of any of the obligations of the Vermont
       Guarantors under the Vermont Guarantees, the Indentures, and related
       documents,

(ii)   the enforceability of any particular provision of any of the Vermont
       Guarantees, Indentures, and related documents relating to remedies after
       default or as to the availability of any specific or equitable relief of
       any kind (and we point out that the enforcement of any of the Securities
       holders' rights may in all cases be subject to an implied duty of good
       faith and fair dealing and to general principles of equity, regardless of
       whether such enforceability is considered in a proceeding at law or in
       equity, and, as to any of the Securities holders' rights to collateral
       security, will be subject to a duty to act in a commercially reasonable
       manner), and

(iii)  the enforceability of any particular provision of the Vermont Guarantees,
       the Indentures, and the related documents relating to (A) waivers of
       defenses, rights to trial by jury, rights to object to jurisdiction or
       venue, or other rights or benefits bestowed by operation of law, (B)
       waivers of provisions that are not capable of waiver under Sections
       1-102(3) and 9-602 of the



The Jean Coutu Group (PJC) Inc.
November 24, 2004
Page 3


       Uniform Commercial Code in effect in the State of Vermont as of the date
       of this opinion letter, (C) the grant of powers of attorney, (D)
       exculpation clauses, indemnity clauses, contribution clauses, and clauses
       relating to releases or waivers of unmatured claims or rights, or (E) the
       collection of interest on overdue interest or providing for a penalty
       rate of interest or late charges on overdue or defaulted obligations.

On the basis of the foregoing and having regard to legal considerations that we
deem relevant, we are of the following opinion:

1.     Each Vermont Guarantor is a validly existing Vermont corporation.

2.     Each Vermont Guarantor has duly authorized the execution and delivery of
       its Vermont Guarantees.

3.     When (a) the Exchange Securities have been duly executed, authenticated,
       issued, and delivered in accordance with the provisions of the Indentures
       and the Registration Rights Agreement, and (b) when a Vermont Guarantor
       has duly executed and delivered each of its duly authenticated Vermont
       Guarantees, each such Vermont Guarantee shall constitute a binding
       obligation of such Vermont Guarantor.

It is understood that this opinion is to be used only in connection with the
offer and exchange of the Securities while the Registration Statement is in
effect.

Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments that might
affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

Very truly yours,

(signed) PAUL FRANK + COLLINS P.C.




The Jean Coutu Group (PJC) Inc.
November 24, 2004
Page 4


                                   SCHEDULE A
                                   ----------

3090671 NOVA SCOTIA COMPANY
3090672 NOVA SCOTIA COMPANY
BROOKS PHARMACY, INC.
JCG HOLDINGS (USA), INC.
JEAN COUTU ACQUISITION ONE, INC.
JEAN COUTU ACQUISITION THREE, INC.
JEAN COUTU ACQUISITION TWO, INC.
JEAN COUTU GROUP HOLDINGS (USA), LLC
MAXI DRUG NORTH, INC.
MAXI DRUG SOUTH, L.P.
MAXI DRUG, INC.
MAXI GREEN INC.
MC WOONSOCKET, INC.
P.J.C. DISTRIBUTION, INC.
P.J.C. REALTY CO., INC.
PATERSON'S PHARMACIES LTD.
PJC ARLINGTON REALTY LLC
PJC DORCHESTER REALTY LLC
PJC ESSEX REALTY LLC
PJC HAVERHILL REALTY LLC
PJC HYDE PARK REALTY LLC
PJC LEASE HOLDINGS, INC.
PJC MANCHESTER REALTY LLC
PJC MANSFIELD REALTY LLC
PJC NEW LONDON REALTY LLC
PJC NORWICH REALTY LLC
PJC OF CRANSTON, INC.
PJC OF EAST PROVIDENCE, INC.
PJC OF MASSACHUSETTS, INC.
PJC OF RHODE ISLAND, INC.
PJC OF VERMONT INC.
PJC OF WEST WARWICK, INC.
PJC PETERBOROUGH REALTY LLC
PJC PROVIDENCE REALTY LLC
PJC REALTY MA, INC.
PJC REALTY N.E. LLC
PJC REVERE REALTY LLC
PJC SPECIAL REALTY HOLDINGS, INC.
RX INFORMATION CENTRE LTD.
SERVICES SECURIVOL INC.
THE JEAN COUTU GROUP (PJC) USA, INC.



The Jean Coutu Group (PJC) Inc.
November 24, 2004
Page 5




                                   SCHEDULE B
                                   ----------

MAXI GREEN INC.
PJC OF VERMONT INC.

EX-5.6

                                                                     Exhibit 5.6

                                                                                
Suite 900                        Correspondence:         Telephone: 902.420.3200         CHARLES S. REAGH
Purdy's Wharf Tower One          P.O. Box 997            Fax: 902.420.1417               Direct Dial: 902.420.3335
1959 Upper Water Street          Halifax, NS             halifax@smss.com                Direct Fax: 902.496.6173
Halifax, NS                      Canada B3J 2X2          www.smss.com                    csr@smss.com
Canada B3J 3N2
File Reference: NS25324-2




November 24, 2004

The Jean Coutu Group (PJC) Inc.
530 Beriault Street
Longueuil, Quebec, Canada  J4G 1S8


Dear Sirs/Mesdames:

Re:    The Jean Coutu Group (PJC) Inc.
       Exchange offer for US$350,000,000 7 5/8 % Senior Notes due 2012
       ("Senior Notes") and US$850,000,000 8 1/2 % Senior Subordinated
       Notes due 2014 ("Senior Subordinated Notes")

We have acted as local Nova Scotia counsel to 3090671 Nova Scotia Company and
3090672 Nova Scotia Company (together, the "Canadian Guarantors") in
connection with the offer by The Jean Coutu Group (PJC) Inc. (the "Issuer")
to exchange up to an aggregate principal amount of US$350,000,000 7 5/8 %
Senior Notes due 2012 and US$850,000,000 8 1/2 % Senior Subordinated Notes
due 2014 (collectively, the "Exchange Notes") as described in the
registration filed with the United States Securities and Exchange Commission
on November 24, 2004 (the "Registration Statement"). The obligations of the
Issuer under the Senior Notes are guaranteed by, among others, the Canadian
Guarantors pursuant to the terms of an indenture relating to the Senior Notes
dated as of July 30, 2004 between the Issuer and The Bank of New York, as
trustee, and the Canadian Guarantors, among others, and the obligations of
the Issuer under the Senior Subordinated Notes are guaranteed by, among
others, the Canadian Guarantors pursuant to an indenture relating to the
Senior Subordinated Notes dated as of July 30, 2004 among the Issuer, Wells
Fargo Bank, N.A., as trustee, and the Canadian Guarantors, among others
(collectively, the "Canadian Guarantees").

As local Nova Scotia counsel to the Canadian Guarantors, we have reviewed
executed copies of:

1.     the Canadian Guarantees;

2.     a certificate of status for each of the Canadian Guarantors issued on
       behalf of the Registrar of Joint Stock Companies for the Province of Nova
       Scotia and dated November 23, 2004;



NOVEMBER 24, 2004
Page 2


3.     the memorandum of association and articles of association of each of the
       Canadian Guarantors;

4.     resolutions of the directors of each of the Canadian Guarantors dated
       July 27, 2004 authorizing the execution, delivery and performance of the
       Canadian Guarantees; and

5.     a certificate of an officer of each of the Canadian Guarantors dated the
       date hereof (the "Officer's Certificates"), copies of which we understand
       have been delivered to you. We have relied upon the accuracy of the
       factual matters contained therein, which factual matters have not been
       independently investigated or verified by us.

We have also considered such questions of law and we have examined public and
corporate records, certificates, instruments, agreements and other documents as
we have deemed necessary or useful in expressing the opinions hereinafter set
forth.

For the purposes of the opinions expressed herein, we have assumed (without
independent investigation or verification):

       (a)  the genuineness and authenticity of all documents submitted to us as
            originals, the conformity to originals of all documents submitted to
            us as photostatic, certified, notarily certified, facsimile or
            conformed copies, or copies otherwise reproduced by electronic
            means, the genuineness and authenticity of all signatures on all
            documents submitted to us, the completeness and accuracy of all
            documents submitted to or obtained by us, and the legal capacity of
            all natural persons;

       (b)  that the minute books of each of the Canadian Guarantors in our
            possession are accurate and complete in all respects; and

       (c)  the completeness and accuracy of all statements of fact set forth in
            the Officer's Certificates.

The opinions set out below are limited to the laws currently in force in the
Province of Nova Scotia.

Based on and relying upon and subject to the foregoing, we are of the opinion
that:

1.     Each of the Canadian Guarantors is an unlimited company duly incorporated
       and existing under the laws of the Province of Nova Scotia.

2.     The execution and delivery of the Canadian Guarantees by each of the
       Canadian Guarantors, and the performance of its respective obligations
       thereunder, do not contravene (i) any provision of applicable corporate
       laws of the Province of Nova Scotia, or (ii) the memorandum of
       association or articles of association of either of the Canadian
       Guarantors.

We hereby consent to the filing of this opinion with the United States
Securities and Exchange Commission (the "Commission") as an exhibit to the
Registration Statement in accordance with the



NOVEMBER 24, 2004
Page 3

requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act"), and to the use of our firm name therein and in the
related Prospectus under the caption "Legal Matters". In giving such consent, we
do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.

Yours truly,

(signed) STEWART MCKELVEY STIRLING SCALES

EX-10.1

                                                                   Exhibit 10.1

                                                                 EXECUTION COPY


                   U.S. $1,700,000,000 SENIOR CREDIT AGREEMENT

                            DATED AS OF JULY 30, 2004

                                     AMONG

                         THE JEAN COUTU GROUP (PJC) INC.
                               AS PARENT BORROWER

                      THE JEAN COUTU GROUP (PJC) USA, INC.
                                AS U.S. BORROWER

                   THE LENDERS FROM TIME TO TIME PARTY HERETO,

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                       AS GLOBAL TRANSACTION COORDINATOR,

                             NATIONAL BANK OF CANADA
                       AS CANADIAN ADMINISTRATIVE AGENT,

                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                        AS TERM B ADMINISTRATIVE AGENT,

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
                          AND NATIONAL BANK OF CANADA
                         AS U.S. CO-SYNDICATION AGENTS,

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                       AND DEUTSCHE BANK SECURITIES INC.
                       AS CANADIAN CO-SYNDICATION AGENTS,

                         DEUTSCHE BANK SECURITIES INC.,
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                        AND NATIONAL BANK FINANCIAL INC.
                          AS U.S. JOINT LEAD ARRANGERS

                        DEUTSCHE BANK SECURITIES INC. AND
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                           AS U.S. JOINT BOOK RUNNERS

                                       AND

                          NATIONAL BANK FINANCIAL INC.,
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                       AND DEUTSCHE BANK SECURITIES INC.,
        AS CANADIAN JOINT LEAD ARRANGERS AND CANADIAN JOINT BOOK RUNNERS



                                          TABLE OF CONTENTS



                                                                                                PAGE
                                                                                                ----
                                                                                           
                                                 ARTICLE I
                                                DEFINITIONS

Section 1.01       Defined Terms...................................................................1
Section 1.02       Computation of Time Periods and Other Definitional Provisions..................53
Section 1.03       Accounting Terms and Determinations............................................53
Section 1.04       Classes and Types of Borrowings................................................54
Section 1.05       Exchange Rates.................................................................54
Section 1.06       Currency Conversion............................................................55

                                                  ARTICLE II
                                            THE CREDIT FACILITIES

Section 2.01       Commitments to Lend............................................................55
Section 2.02       Notice of Borrowings...........................................................60
Section 2.03       Notice to Lenders; Funding of Loans............................................61
Section 2.04       Evidence of Loans..............................................................63
Section 2.05       Letters of Credit..............................................................64
Section 2.06       Bankers' Acceptances...........................................................76
Section 2.07       Interest.......................................................................80
Section 2.08       Extension and Conversion.......................................................81
Section 2.09       Maturity of Loans..............................................................83
Section 2.10       Prepayments....................................................................85
Section 2.11       Adjustment of Commitments; Right to Replace Lenders............................93
Section 2.12       Fees...........................................................................95
Section 2.13       Pro-rata Treatment.............................................................97
Section 2.14       Sharing of Payments............................................................99
Section 2.15       Payments; Computations.........................................................99
Section 2.16       Additional Borrowers..........................................................101
Section 2.17       Authority to Debit and Credit.................................................101

                                                  ARTICLE III
                                     TAXES, YIELD PROTECTION AND ILLEGALITY

Section 3.01       Taxes.........................................................................101
Section 3.02       Change in Law, Etc............................................................104
Section 3.03       Basis for Determining Interest Rate Inadequate or Unfair......................105
Section 3.04       Circumstances Making Bankers' Acceptances Unavailable.........................105
Section 3.05       Increased Costs and Reduced Return............................................106
Section 3.06       Funding Losses................................................................107
Section 3.07       Base Rate Loans Substituted for Affected Eurodollar Loans.....................108




                                                                                           
                                                   ARTICLE IV
                                                   CONDITIONS

Section 4.01       Conditions to Closing.........................................................108
Section 4.02       Conditions to All Credit Extensions...........................................116

                                                   ARTICLE V
                                         REPRESENTATIONS AND WARRANTIES

Section 5.01       Organization and Good Standing................................................117
Section 5.02       Power; Authorization; Enforceable Obligations.................................118
Section 5.03       No Conflicts..................................................................118
Section 5.04       No Default....................................................................118
Section 5.05       Financial Condition...........................................................118
Section 5.06       No Material Change............................................................121
Section 5.07       Title to Properties; Possession Under Leases..................................121
Section 5.08       Litigation....................................................................121
Section 5.09       Taxes.........................................................................121
Section 5.10       Compliance with Law...........................................................121
Section 5.11       Employee Benefit Arrangements.................................................122
Section 5.12       Subsidiaries..................................................................123
Section 5.13       Governmental Regulations, Etc.................................................123
Section 5.14       Purpose of Loans and Letters of Credit........................................124
Section 5.15       Labor Matters.................................................................124
Section 5.16       Environmental Matters.........................................................124
Section 5.17       Intellectual Property.........................................................124
Section 5.18       Solvency and Surplus..........................................................125
Section 5.19       Disclosure....................................................................125
Section 5.20       Collateral Documents..........................................................125
Section 5.21       Certain Transactions..........................................................126

                                                 ARTICLE VI
                                            AFFIRMATIVE COVENANTS

Section 6.01       Information...................................................................127
Section 6.02       Preservation of Existence and Franchises......................................131
Section 6.03       Books and Records; Lender Meeting.............................................131
Section 6.04       Compliance with Law...........................................................131
Section 6.05       Payment of Taxes and Other Debt...............................................131
Section 6.06       Insurance; Certain Proceeds...................................................131
Section 6.07       Maintenance of Property.......................................................133
Section 6.08       Use of Proceeds...............................................................133
Section 6.09       Audits/Inspections............................................................133
Section 6.10       Additional Credit Parties; Additional Security................................134
Section 6.11       Interest Rate Protection Agreements...........................................137

                                                 ARTICLE VII
                                             NEGATIVE COVENANTS

Section 7.01       Limitation on Debt............................................................138
Section 7.02       Restriction on Liens..........................................................140





                                                                                          
Section 7.03       Nature of Business...........................................................143
Section 7.04       Consolidation, Merger and Dissolution........................................143
Section 7.05       Asset Dispositions...........................................................144
Section 7.06       Investments..................................................................147
Section 7.07       Restricted Payments, Etc.....................................................149
Section 7.08       Prepayments of Debt, Etc.....................................................150
Section 7.09       Transactions with Affiliates.................................................151
Section 7.10       Fiscal Year; Organizational and Other Documents..............................152
Section 7.11       Restrictions with Respect to Intercorporate Transfers........................152
Section 7.12       Ownership of Subsidiaries; Limitations on the Parent Borrower; SPVs,
                   PropCos......................................................................153
Section 7.13       Sale and Leaseback Transactions..............................................153
Section 7.14       Capital Expenditures.........................................................154
Section 7.15       Additional Negative Pledges..................................................154
Section 7.16       No Other "Designated Senior Indebtedness"....................................154
Section 7.17       Impairment of Security Interests.............................................155
Section 7.18       Sales of Receivables.........................................................155
Section 7.19       Financial Covenants..........................................................155
Section 7.20       Independence of Covenants....................................................156

                                                ARTICLE VIII
                                                  DEFAULTS

Section 8.01       Events of Default............................................................156
Section 8.02       Acceleration; Remedies.......................................................159
Section 8.03       Allocation of Payments After Event of Default................................160

                                                 ARTICLE IX
                                             AGENCY PROVISIONS

Section 9.01       Appointment; Authorization...................................................163
Section 9.02       Delegation of Duties.........................................................164
Section 9.03       Exculpatory Provisions.......................................................164
Section 9.04       Reliance on Communications...................................................164
Section 9.05       Notice of Default............................................................165
Section 9.06       Credit Decision; Disclosure of Information by Term B Administrative Agent
                   or Canadian Administrative Agent.............................................165
Section 9.07       No Reliance on Lead Arranger's or Agent's Customer Identification Program....165
Section 9.08       Indemnification..............................................................166
Section 9.09       Agents in Their Individual Capacity..........................................166
Section 9.10       Successor Agents.............................................................167
Section 9.11       Certain Other Agents.........................................................167
Section 9.12       Agents' Fees; Lead Arrangers' Fees...........................................167

                                                  ARTICLE X
                                                MISCELLANEOUS

Section 10.01      Notices and Other Communications.............................................168
Section 10.02      No Waiver; Cumulative Remedies...............................................169
Section 10.03      Amendments, Waivers and Consents.............................................169
Section 10.04      Expenses.....................................................................171





                                                                                          
Section 10.05      Indemnification; Waiver of Consequential Damages, Etc........................172
Section 10.06      Successors and Assigns.......................................................173
Section 10.07      Confidentiality and Disclosure...............................................177
Section 10.08      Set-off......................................................................178
Section 10.09      Interest Rate Limitation.....................................................179
Section 10.10      Counterparts.................................................................180
Section 10.11      Integration..................................................................180
Section 10.12      Survival of Representations and Warranties...................................180
Section 10.13      Severability.................................................................180
Section 10.14      Headings.....................................................................180
Section 10.15      Defaulting Lenders...........................................................180
Section 10.16      Governing Law; Submission to Jurisdiction....................................180
Section 10.17      Waiver of Jury Trial.........................................................181
Section 10.18      Binding Effect...............................................................182
Section 10.19      Source of Funds..............................................................182
Section 10.20      Judgment Currency............................................................183
Section 10.21      Lenders' U.S. Patriot Act Compliance Certification...........................184
Section 10.22      U.S. Patriot Act Notice......................................................184
Section 10.23      Consent to Transactions......................................................184
Section 10.24      Funding Arrangements.........................................................184



SCHEDULES:

                      
          Schedule 1.01A        -- Lenders and Commitments
          Schedule 1.01B        -- Consolidated EBITDA
          Schedule 1.01C        -- Refinanced Agreements
          Schedule 1.01E        -- Lender Addresses
          Schedule 2.05         -- Existing Letters of Credit
          Schedule 4.01(j)      -- Mortgaged Properties
          Schedule 4.01(o)      -- Environmental Analyses and Reports
          Schedule 4.01(r)      -- Closing EBITDA Adjustments
          Schedule 5.02         -- Required Consents, Authorizations, Notices and Filings
          Schedule 5.08         -- Litigation
          Schedule 5.10         -- Compliance with Law
          Schedule 5.11         -- Pension and Benefit Plans
          Schedule 5.12         -- Subsidiaries
          Schedule 5.20(a)      -- Security Interest Recordings
          Schedule 5.20(b)      -- Intellectual Property Recordings
          Schedule 5.20(c)      -- Mortgage Recordings
          Schedule 5.21(d)      -- Broker's Fees
          Schedule 6.10         -- Post-Closing Action
          Schedule 7.01         -- Debt
          Schedule 7.02         -- Existing Liens
          Schedule 7.05(xiv)    -- Store Asset Dispositions
          Schedule 7.05(xv)     -- Non-Core Asset Dispositions
          Schedule 7.12         -- Closing Transactions

          

EXHIBITS:

                      
          Exhibit A- 1          -- Form of U.S. Notice of Borrowing, Continuation, Conversion or
                                   Repayment

          



                      
          Exhibit A-2           -- Form of Canadian Notice of Borrowing, Continuation, Conversion or
                                   Repayment
          Exhibit A-3           -- Form of U.S. Letter of Credit Request
          Exhibit A-4           -- Form of Canadian Letter of Credit Request
          Exhibit B-1           -- Form of U.S. Revolving Note
          Exhibit B-2           -- Form of Term B Note
          Exhibit B-3           -- Form of U.S. Swingline Note
          Exhibit C             -- Form of Assignment and Acceptance
          Exhibit D-l(a)        -- Form of Opinion of U.S. Counsel for the Parent Borrower and the
                                   Other Credit Parties
          Exhibit D-1(b)        -- Form of Opinion of Canadian Counsel for the Parent Borrower and the
                                   Other Credit Parties
          Exhibit D-2           -- Form of Opinion of Special Local Counsel for the Parent Borrower and
                                   the Other Credit Parties (UCC Collateral)
          Exhibit D-3           -- Form of Opinion of Special Local Counsel for the Parent Borrower and
                                   the Other Credit Parties (Real Property Collateral)
          Exhibit D-4           -- Form of Subsidiary Borrower Opinion
          Exhibit E             -- Form of Guaranty
          Exhibit F-1(a)        -- Form of Perfection Certificate (Material Credit Party)
          Exhibit F-1(b)        -- Form of Perfection Certificate (non-Material Credit Party)
          Exhibit F-2           -- Form of U.S. Security Agreement
          Exhibit F-3           -- Form of Pledge Agreement
          Exhibit F-4           -- Form of U.S. Mortgage
          Exhibit F-5           -- Form of U.S. Leasehold Mortgage
          Exhibit F-6           -- Form of PPSA Security Agreement
          Exhibit F-7           -- Form of Quebec Hypothec
          Exhibit F-8           -- Form of Canadian Mortgage (other provinces)
          Exhibit F-9           -- Form of Canadian Leasehold Mortgage (other provinces)
          Exhibit G             -- Form of Intercompany Note
          Exhibit H             -- Form of Intercompany Note Subordination Provisions
          Exhibit I             -- Form of Accession Agreement
          Exhibit J             -- Form of OFAC/Anti-Terrorism Certificate
          Exhibit K             -- Form of Solvency Certificate
          Exhibit L-1(a)        -- Form of U.S. Borrowing Subsidiary Agreement
          Exhibit L-1(b)        -- Form of Canadian Borrowing Subsidiary Agreement
          Exhibit L-2(a)        -- Form of U.S. Borrowing Subsidiary Termination
          Exhibit L-2(b)        -- Form of Canadian Borrowing Subsidiary Termination
          Exhibit M             -- Landlord Estoppel and Consent

          



                                CREDIT AGREEMENT

          This Credit Agreement is dated as of July 30, 2004 and is among THE
JEAN COUTU GROUP (PJC) INC., a corporation formed and existing under the laws of
the Province of Quebec (the "PARENT BORROWER"), THE JEAN COUTU GROUP (PJC) USA,
INC., a corporation formed and existing under the laws of the State of Delaware
(the "U.S. BORROWER"), the banks and other financial institutions from time to
time party hereto (the "LENDERS"), MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, as Global Transaction Coordinator, DEUTSCHE BANK SECURITIES INC.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and NATIONAL BANK FINANCIAL
INC., as U.S. Joint Lead Arrangers, DEUTSCHE BANK SECURITIES INC. and MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as U.S. Joint Bookrunners, NATIONAL
BANK FINANCIAL INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and
DEUTSCHE BANK SECURITIES INC., as Canadian Joint Lead Arrangers and as Canadian
Joint Bookrunners, NATIONAL BANK OF CANADA, as the Canadian Administrative
Agent, DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Term B Administrative Agent,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and NATIONAL BANK OF CANADA,
as U.S. Co-Syndication Agents, MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED and DEUTSCHE BANK SECURITIES INC., as Canadian Co-Syndication
Agents.

          The Parent Borrower and the U.S. Borrower have requested the Lenders
to provide credit facilities to the Parent Borrower and the U.S. Borrower having
an aggregate U.S. dollar equivalent principal amount of up to US$1,700,000,000
for the purposes described herein. The Lenders are willing to make the requested
credit facilities available on the terms and conditions set forth herein.
Accordingly, the parties hereto agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

          SECTION 1.01 DEFINED TERMS. Terms defined in the introductory section
hereof have the respective meanings set forth therein. The following additional
terms, as used herein, have the following meanings:

          "ACCESSION AGREEMENT" means a Credit Party Accession Agreement,
substantially in the form of EXHIBIT I hereto, executed and delivered by an
Additional Subsidiary Guarantor after the Closing Date in accordance with
SECTION 6.10(a) or (d).

          "ACQUISITION" means the transactions contemplated by the Acquisition
Agreement.

          "ACQUISITION AGREEMENT" means the Stock Purchase Agreement dated as of
April 4, 2004 among the Parent Borrower, J.C. Penny Company Inc. and the Seller,
as the same may be amended, modified or supplemented from time to time in
accordance with the provisions thereof and of this Agreement, providing for,
among other things, the acquisition by the U.S. Borrower of the current
locations of Eckerd Corporation, Thrift Drug, Inc. and Genovese Drug Stores,
Inc. in Connecticut, Delaware, Georgia, Maryland, New Jersey, New York, North
Carolina, Tennessee, Ohio, Pennsylvania, South Carolina, Virginia and West
Virginia.

          "ACQUISITION DOCUMENTS" means the Acquisition Agreement, including all
exhibits and schedules thereto, and all other agreements, documents and
instruments relating to the Acquisition, in each case as the same may be
amended, modified or supplemented from time to time in accordance with the
provisions thereof and of this Agreement.



          "ADDITIONAL CANADIAN LETTER OF CREDIT" means any Letter of Credit
issued in Canadian Dollars, U.S. Dollars or Agreed Foreign Currency and issued
by the Canadian Issuing Lender pursuant to SECTION 2.05 on or after the Closing
Date.

          "ADDITIONAL COLLATERAL DOCUMENTS" has the meaning set forth in SECTION
6.10(b).

          "ADDITIONAL LETTERS OF CREDIT" means collectively the Additional
Canadian Letters of Credit and the Additional U.S. Letters of Credit and
"ADDITIONAL LETTER OF CREDIT" means any one of them.

          "ADDITIONAL SUBSIDIARY GUARANTOR" means each Person that becomes a
Subsidiary Guarantor after the Closing Date by execution of an Accession
Agreement as provided in SECTION 6.10.

          "ADDITIONAL U.S. LETTER OF CREDIT" means any Letter of Credit issued
in U.S. Dollars or Agreed Foreign Currency and issued by the U.S. Issuing Lender
pursuant to SECTION 2.05 on or after the Closing Date.

          "ADJUSTED EURODOLLAR RATE" means, for the Interest Period for each
Eurodollar Loan comprising part of the same Group, the quotient obtained
(rounded upward, if necessary, to the next higher 1/16th of 1%) by dividing (i)
the applicable Eurodollar Rate for such Interest Period by (ii) 1.00 minus the
Eurodollar Reserve Percentage.

          "ADJUSTMENT DATE" has the meaning set forth in SECTION 2.11(d).

          "ADMINISTRATIVE AGENTS" means collectively, the Term B Administrative
Agent and the Canadian Administrative Agent and a reference to "ADMINISTRATIVE
AGENT" shall mean either one of them as applicable.

          "ADMINISTRATIVE OFFICE" means either the Term B Administrative Agent's
Office or the Canadian Administrative Agent's Office, as applicable, and
"ADMINISTRATIVE OFFICES" means both of them collectively.

          "AFFILIATE" means, with respect to any Person, (i) any Person that
directly, or indirectly through one or more intermediaries, controls such Person
("CONTROLLING PERSON") or (ii) any other Person which is controlled by or is
under common control with a Controlling Person. As used herein, the term
"control" means (i) with respect to any Person having voting shares or their
equivalent and elected directors, managers or Persons performing similar
functions, the possession, directly or indirectly, of the power to vote 10% or
more of the Equity Interests having ordinary voting power of such Person or (ii)
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting shares or their equivalent, by contract or otherwise.

          "AFFILIATED REVOLVING LENDER" means (A) in relation to a Canadian
Revolving Lender, an Affiliate of such Lender that is a U.S. Revolving Lender
and (B) in relation to a U.S. Revolving Lender, an Affiliate of such Lender that
is a Canadian Revolving Lender.

          "AGENT" means either the Global Transaction Coordinator, the Term B
Administrative Agent, the Canadian Administrative Agent, the U.S. Co-Syndication
Agents, the Canadian Co-Syndication Agents, the U.S. Collateral Agent or the
Canadian Collateral Agent and any successors and assigns in such capacity, and
"AGENTS" means any two or more of them.

                                       -2-


          "AGGREGATE REVOLVING COMMITTED AMOUNT" means on any date the sum of
(i) the U.S. Revolving Committed Amount plus (ii) the U.S. Dollar Amount of the
Canadian Revolving Committed Amount, in each case as in effect on such date.

          "AGGREGATE REVOLVING OUTSTANDINGS" means, on any date, the sum of (i)
the U.S. Revolving Outstandings plus (ii) the U.S. Dollar Amount of the Canadian
Revolving Outstandings, in each case determined based upon the Exchange Rates as
in effect on the most recent Reset Date.

          "AGREED FOREIGN CURRENCY" means at any time any of the respective
lawful currencies of the United Kingdom and the European Economic Union, so long
as at such time (i) such currency is dealt in the London interbank deposit
market or, in the case of Euros, the European interbank deposit market, (ii)
such currency is fully transferable and convertible into U.S. Dollars in the
London foreign exchange market or, in the case of Euros, the European foreign
exchange market and (iii) no central bank or other governmental authorization in
the country of issue of such currency is required to permit the use of such
currency by any Issuing Lender for issuing or maintaining any Foreign Currency
Letter of Credit hereunder and/or to permit any Borrower to borrow and repay the
LC Obligations in respect thereof, unless such authorization has been obtained
and remains in full force and effect.

          "AGREEMENT" means this Credit Agreement, as amended, modified or
supplemented from time to time.

          "ANTI-TERRORISM LAWS" means any Laws relating to terrorism or
money-laundering, including, without limitation, (i) Executive Order No. 13224
on Terrorist Financing, effective September 24, 2001 and relating to Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to
Commit, or Support Terrorism, (ii) the U.S. Patriot Act, (iii) the International
Emergency Economic Power Act, 50 U.S.C. Section 1701 et seq., (iv) the Bank
Secrecy Act, (v) the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq. and
(vi) any related rules and regulations of the U.S. Treasury Department's Office
of Foreign Assets Control or any other Governmental Authority, in each case as
the same may be amended, supplemented, modified, replaced or otherwise in effect
from time to time.

          "APPLICABLE BA DISCOUNT RATE" means (i) with respect to any Canadian
Revolving Lender which is a Schedule I chartered bank under the Bank Act
(Canada), as applicable to a Bankers' Acceptance being purchased by such
Canadian Revolving Lender on any day, the CDOR Rate on such day and (ii) with
respect to any Canadian Revolving Lender which is not a Schedule I chartered
bank under the Bank Act (Canada), as applicable to a Bankers' Acceptance being
purchased by such Canadian Revolving Lender on any day, the lesser of (A) the
CDOR Rate on such day and (B) the percentage discount rate quoted by such
Canadian Revolving Lender as the percentage discount rate at which such Canadian
Revolving Lender would, in accordance with its normal practices, at or about
10:00 A.M. (Montreal, Canada time) on such day, be prepared to purchase bankers'
acceptances having a term and a face amount comparable to the term and face
amount of such Bankers' Acceptance.

          "APPLICABLE LENDING OFFICE" means (i) with respect to any Lender and
for each Type of Loan or Bankers' Acceptance, the "Lending Office" of such
Lender (or of an Affiliate of such Lender) designated for such Type of Loan or
Bankers' Acceptance, on SCHEDULE 1.01E hereto or in any applicable Assignment
and Acceptance pursuant to which such Lender became a Lender hereunder or such
other office of such Lender (or of an Affiliate of such Lender) as such Lender
may from time to time specify in writing to the applicable Administrative Agent
and the relevant Borrower as the office by which its Loans of such Type or
Bankers' Acceptances are to be made and maintained; and (ii) with respect to any
Issuing Lender and for each Letter of Credit, the "Lending Office" of such
Issuing Lender (or of an Affiliate of such Issuing Lender) designated on the
signature pages hereto or such other office of such Issuing Lender (or of an
Affiliate of such Issuing Lender) as such Issuing Lender may from time to time
specify in

                                       -3-


writing to the Canadian Administrative Agent and the relevant Borrower as the
office by which its Letters of Credit are to be issued and maintained.

          "APPLICABLE MARGIN" means, for any date, (A) for purposes of
calculating the applicable interest rate for any Term B Loans, 2.25% in the case
of Eurodollar Loans, and 1.25% in the case of Base Rate Loans, and (B) for
purposes of calculating (i) the applicable interest rate for any Revolving Loan,
any Swingline Loan, any Term A Loan, (ii) the applicable rate of the Standby
Letter of Credit Fee for purposes of SECTION 2.12(b)(i), (iii) the applicable
rate of the Trade Letter of Credit Fee for purposes of SECTION 2.12(b)(ii), or
(iv) the applicable rate of the BA Acceptance Fee for purposes of
SECTION 2.12(c), the appropriate applicable margin set forth below corresponding
to the Leverage Ratio as of the most recent Calculation Date:



                                        REVOLVING LOANS, SWINGLINE LOANS, TERM A LOANS AND FEES
- -----------------------------------------------------------------------------------------------------------------------------------
                                                 Applicable    Applicable    Applicable    Applicable
                                                   Margin        Margin        Margin        Margin      Applicable
                                                     For       For Base     For Standby    For Trade       Margin       Applicable
 Pricing                Leverage                 Eurodollar      Rate        Letter of     Letter of       For BA      Margin For C$
  Level                   Ratio                     Loans        Loans       Credit Fee    Credit Fee  Acceptance Fee   Prime Loans
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
    I      GREATER THAN OR EQUAL TO 3.5 to 1.0        2.50%         1.50%          2.50%        2.50%         2.50%           1.50%
   II      LESS THAN 3.5 to 1.0 but                   2.25%         1.25%          2.25%        2.25%         2.25%           1.25%
           GREATER THAN OR EQUAL TO 3.0 to 1.0
   III     LESS THAN 3.0 to 1.0 but                   2.00%         1.00%          2.00%        2.00%         2.00%           1.00%
           GREATER THAN OR EQUAL TO 2.5 to 1.0
   IV      LESS THAN 2.5 to 1.0 but                   1.75%         0.75%          1.75%        1.75%         1.75%           0.75%
           GREATER THAN OR EQUAL TO 2.0 to 1.0
    V      LESS THAN 2.0 to 1.0                       1.50%         0.50%          1.50%        1.50%         1.50%           0.50%


Each Applicable Margin shall be determined and adjusted quarterly on the date
(each a "CALCULATION DATE") five Business Days after the earlier of (x) the date
by which the Parent Borrower is required to provide the consolidated financial
information required by SECTION 6.01(a) or (b) and the officer's certificate
required by SECTION 6.01(c) for the fiscal quarter or year of the Parent
Borrower most recently ended prior to the Calculation Date and (y) the date on
which the Parent Borrower has delivered such information and such certificate;
PROVIDED, HOWEVER, that: (i) each initial Applicable Margin shall be based on
Pricing Level I (as shown above) and shall remain at Pricing Level I until the
first Calculation Date occurring after the end of the first fiscal quarter of
the Parent Borrower ending at least three months subsequent to the Closing Date
and, thereafter, each Applicable Margin shall be based on the Pricing Level (as
shown above) corresponding to the Leverage Ratio as of the last day of the most
recently ended fiscal quarter or year of the Parent Borrower preceding the
applicable Calculation Date; (ii) if the Parent Borrower fails to provide the
consolidated financial information required by SECTION 6.01(a) or (b) or the
officer's certificate required by SECTION 6.01(c) for the most recently ended
fiscal quarter or year of the Parent Borrower preceding any applicable
Calculation Date, each Applicable Margin from such Calculation Date shall be
based on Pricing Level I (as shown above) until such time as such consolidated
financial information and an appropriate officer's certificate is provided,
whereupon each Applicable Margin shall be based on the Pricing Level (as shown
above) corresponding to the Leverage Ratio as of the last day of the most
recently ended fiscal quarter or year of the Parent Borrower preceding such
Calculation Date; and (iii) if and for so long as any Default under SECTION
8.01(a) or Event of Default shall have occurred and be continuing, each
Applicable Margin shall be based on Pricing Level I (as shown above). Each
Applicable Margin shall be effective from one Calculation Date until the next
Calculation Date. Any adjustment in the Applicable Margins shall be applicable
to all Loans, Bankers' Acceptances and Letters of Credit then existing or
subsequently made or issued.

                                       -4-


          "APPROVED FUND" means (i) with respect to any Lender, an entity
(whether a corporation, partnership, limited liability company, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar extensions of credit in the ordinary course of its
business and is managed or advised by such Lender, its parent holding company,
or any of their respective Subsidiaries, (ii) with respect to any Lender that is
a fund that invests in bank loans and similar extensions of credit, any other
fund that invests in bank loans and similar extensions of credit and is managed
or advised by the same investment advisor as such Lender or by its parent
holding company or any of their respective Subsidiaries of such investment
advisor and (iii) any special purpose funding vehicle described in SECTION
10.06(i).

          "ASSET DISPOSITION" means any sale, lease (including any
Sale/Leaseback Transaction, whether or not involving a Capital Lease), lease (as
lessor), transfer or other disposition (including any such transaction effected
by way of merger or consolidation and including any sale or other disposition of
Equity Interests of a Subsidiary, but excluding any sale or other disposition by
way of Casualty or Condemnation) by any Group Company of any asset.

          "ASSET DISPOSITION EVENT" means the receipt by any Group Company of
cash or Cash Equivalent proceeds or cash or Cash Equivalent distributions of any
kind in consideration for an Asset Disposition.

          "ASSET DISPOSITION EVENT OFFER" has the meaning set forth in
SECTION 2.10(c).

          "ASSET DISPOSITION PROCEEDS" means, subject to SECTIONS 2.10(c)(i)(A)
through (D), the aggregate amount of Net Cash Proceeds actually received by the
Parent Borrower or any of its Subsidiaries from any Asset Disposition Event.
Following any Asset Disposition Event Offer, the amount of Asset Disposition
Proceeds shall be reset to zero.

          "ASSIGNMENT AND ACCEPTANCE" means an Assignment and Acceptance,
substantially in the form of EXHIBIT C hereto, under which an interest of a
Lender hereunder is transferred to an Eligible Assignee pursuant to SECTION
10.06(b).

          "ATTRIBUTABLE DEBT" means, at any date (i) in respect of any Capital
Lease of any Person, the capitalized amount thereof that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP,
(ii) in respect of any Synthetic Lease Obligation of any Person, the capitalized
or principal amount of the remaining lease payments under the relevant lease
that would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP if such lease or other agreement were accounted for as a
Capital Lease, (iii) in respect of any Sale/Leaseback Transaction, the lesser of
(A) the present value, discounted in accordance with GAAP at the interest rate
implicit in the related lease, of the obligations of the lessee for net rental
payments over the remaining term of such lease (including any period for which
such lease has been extended or may, at the option of the lessor be extended)
and (B) the fair market value of the assets subject to such transaction, and
(iv) in respect of any Permitted Securitization Transaction, the fair market
value of such transaction.

          "AVAILABILITY PERIOD" means the period from the Closing Date to the
Revolving Termination Date.

          "BA ACCEPTANCE FEE" has the meaning set forth in SECTION 2.12(c).

          "BA CONTRACT PERIOD" means, with respect to any Bankers' Acceptance, a
period commencing on the date of issuance thereof and ending 1, 2, 3 or 6 months
(or one year, if agreed to by

                                       -5-


all of the Canadian Revolving Lenders) thereafter; PROVIDED that no BA Contract
Period shall be elected which would end after the Revolving Termination Date.

          "BA DISCOUNT PROCEEDS" means, with respect to any Bankers' Acceptance
to be purchased by a Canadian Revolving Lender on any day under SECTION 2.06,
the quotient obtained (rounded, if necessary, to the nearest whole Canadian
cent, with one-half of one Canadian cent being rounded upward to the next higher
whole Canadian cent) by dividing:

               (i)    the face amount of such Bankers' Acceptance; by

               (ii)   the sum of 1.0 PLUS the product (rounded, if necessary, to
     the nearest fifth decimal place, with 0.000005 being rounded upward) of:

                      (A) the Applicable BA Discount Rate (expressed as a
     decimal) applicable to such Bankers' Acceptance; and

                      (B) a fraction, the numerator of which is equal to the
     number of days remaining in the term of such Bankers' Acceptance and the
     denominator of which is 365.

          "BA REIMBURSEMENT OBLIGATIONS" means the aggregate amount (denominated
in Canadian Dollars) of all Bankers' Acceptances not yet reimbursed by the
Parent Borrower as provided in SECTION 2.06(i) to the applicable Canadian
Revolving Lenders in respect of Bankers' Acceptances accepted and purchased by
such Canadian Revolving Lenders.

          "BANK SECRECY ACT" means the Financial Recordkeeping and Reporting of
Currency and Foreign Transactions Act of 1970, 31 U.S.C. 1051, et seq., as the
same may be amended, supplemented, modified, replaced or otherwise in effect
from time to time.

          "BANKERS' ACCEPTANCE" means (a) in respect of a Canadian Revolving
Lender who is a bank that customarily accepts bankers' acceptances, a bill of
exchange governed by the Bills of Exchange Act (Canada) or a depository bill
governed by the Depository Bills and Notes Act (Canada) denominated in Canadian
Dollars drawn by the Parent Borrower and accepted by a Canadian Revolving Lender
pursuant to SECTION 2.06 and (b) in respect of any other Canadian Revolving
Lender, a non-interest bearing promissory note made by the Parent Borrower to
such Canadian Revolving Lender.

          "BANKRUPTCY CODE" means Title 11 of the United States Code.

          "BANKERS' ACCEPTANCE REQUEST" has the meaning set forth in SECTION
2.06(a).

          "BASE RATE" means, for any day, a rate per annum equal to the higher
of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the
Federal Funds Rate for such day. Any change in the Base Rate due to a change in
the Prime Rate or the Federal Funds Rate shall be effective on the effective
date of such change in the Prime Rate or the Federal Funds Rate.

          "BASE RATE LOAN" means at any date a Loan bearing interest at a rate
determined by reference to the Base Rate.

          "BELOW-THRESHOLD MORTGAGE" means any Mortgage or group of Mortgages
covering Mortgaged Properties the aggregate fair market value of which (together
with all other Mortgaged Properties subject to Below-Threshold Mortgages) does
not exceed US$25,000,000.

                                       -6-


          "BORROWERS' ACCOUNTS" means collectively, the Parent Borrower's
Account and the U.S. Borrower's Account and reference to "BORROWER'S ACCOUNT"
shall mean either of them as applicable.

          "BORROWER" means, collectively, the Parent Borrower, the U.S. Borrower
and each other Subsidiary Borrower, and "BORROWER" means either one of them.

          "BORROWING" has the meaning set forth in SECTION 1.04.

          "BORROWING SUBSIDIARY AGREEMENT" means a Borrowing Subsidiary
Agreement, substantially in the form of EXHIBIT L-1 hereto, as the same may be
amended, modified or supplemented from time to time, pursuant to which a U.S.
Subsidiary or a Canadian Subsidiary of the Parent Borrower agrees to become a
U.S. Subsidiary Borrower or a Canadian Subsidiary Borrower, respectively,
hereunder in accordance with SECTION 2.16.

          "BORROWING SUBSIDIARY TERMINATION" means a Borrowing Subsidiary
Termination, substantially in the form of EXHIBIT L-2 hereto, pursuant to which
a U.S. Subsidiary or a Canadian Subsidiary of the Parent Borrower ceases to be a
U.S. Subsidiary Borrower or a Canadian Subsidiary Borrower, respectively,
hereunder.

          "BUSINESS ACQUISITION" means the acquisition by (A) the Parent
Borrower or one or more of its Wholly-Owned Subsidiaries of all of the Equity
Interests of, or all (or any division, line of business or any substantial part
of any business for which (i) audited financial statements are available or (ii)
other financial information reasonably satisfactory to the Administrative Agents
is available) of the assets or property of, another Person and (B) any Group
Company of prescription files.

          "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in The City of New York, U.S.A. or Montreal, Canada are
authorized or required to close, except that:

               (i)    when used in SECTION 2.05 with respect to any action taken
     by or with respect to any Issuing Lender, or to the issuance of, drawing
     under, or reimbursement obligation arising in respect of, a Letter of
     Credit or a notice by a Borrower with respect to any such issuance, drawing
     or reimbursement obligation, the term "BUSINESS DAY" shall not include any
     day on which commercial banks are authorized by law to close in the
     jurisdiction where such Issuing Lender's Applicable Lending Office is
     located;

               (ii)   if such day relates to a borrowing of, a payment or
     prepayment of principal of or interest on, or the Interest Period for, a
     Eurodollar Loan, or a notice by a Borrower with respect to any such
     borrowing, payment, prepayment or Interest Period, such day shall also be a
     day on which commercial banks are open for international business
     (including dealings in U.S. Dollar deposits) in London; and

               (iii)  if such day relates to a borrowing or a payment or
     prepayment of principal of or interest on a Canadian Revolving Loan or a
     Term A Loan or to the issuance, acceptance or purchase of, or reimbursement
     of obligations in respect of, a Bankers' Acceptance or a notice by the
     Parent Borrower with respect to any such borrowing, payment, prepayment,
     issuance, acceptance, purchase or reimbursement obligation, such day shall
     also be a day on which commercial banks are open for international business
     in Montreal, Toronto and Calgary, Canada.

                                       -7-


          "C$ PRIME LOANS" means on any date a Loan denominated in Canadian
Dollars bearing interest at a rate determined by reference to the C$ Prime Rate.

          "C$ PRIME RATE" means, for any day, a rate per annum equal to the
higher of (i) the variable annual rate of interest (rounded upward, if
necessary, to the next higher 1/100th of 1%) announced from time to time by the
Canadian Administrative Agent as its reference rate then in effect for
determining interest rates on Canadian Dollar-denominated commercial loans in
Canada and (ii) the annual rate of interest equal to the sum of (A) the 30-day
CDOR Rate for such day and (B) 1.00% per annum.

          "CANADIAN ADMINISTRATIVE AGENT'S OFFICE" means (A) in relation to the
Term A Loans, Canadian Revolving Loans, Canadian Swingline Loans, Canadian
Letters of Credit and Bankers' Acceptances, the Canadian Administrative Agent's
office located at 5650 d'Iberville Street, Suite 603, Montreal, Quebec, Canada,
H2G 2B3 or such other office in Canada as may be designated by the Canadian
Administrative Agent by written notice to the Term B Administrative Agent, the
Borrowers, the Canadian Revolving Lenders, the Canadian Swingline Lender, the
Canadian Issuing Lender and the Term A Lenders and (B) in relation to the U.S.
Revolving Loans, U.S. Swingline Loans and the U.S. Letters of Credit, the
Canadian Administrative Agent's office located at 125 55th Street West, 22nd
floor, New York, NY 10019 (with the copy to the Montreal address above) or such
other office in the United States as may be designated by the Canadian
Administrative Agent by written notice to the Term B Administrative Agent, the
Borrowers, the U.S. Revolving Lenders, the U.S. Swingline Lender and the U.S.
Issuing Lender.

          "CANADIAN ADMINISTRATIVE AGENT" means National Bank of Canada, in its
capacity as administrative agent for the U.S. Revolving Lenders, the U.S.
Swingline Lender, the U.S. Issuing Lender, the Canadian Revolving Lenders, the
Canadian Swingline Lender, the Canadian Issuing Lender and the Term A Lenders
hereunder and under the other Senior Finance Documents, and its successor or
successors in such capacity.

          "CANADIAN ADMINISTRATIVE AGENT'S BRANCH" means (A) in relation to Term
A Loans, Canadian Revolving Loans, Canadian Swingline Loans, Canadian Letters of
Credit and Bankers' Acceptances, the branch of the Canadian Administrative Agent
located at 600 De La Gauchetiere Street West, Level A, Transit 0001-1, Montreal,
Quebec, Canada H3B 4LT, or such other branch as the Canadian Administrative
Agent may specify from time to time and (B) in relation to U.S. Revolving Loans
and U.S. Letters of Credit, the branch of the Canadian Administrative Agent
located at 125 55th Street West, 5th floor, New York, NY 10019 or such other
branch as the Canadian Administrative Agent may specify from time to time.

          "CANADIAN COLLATERAL AGENT" means National Bank of Canada, in its
capacity as collateral agent for the Finance Parties under the Canadian
Collateral Documents and its respective successors in such capacities.

          "CANADIAN COLLATERAL DOCUMENTS" means the Canadian Mortgages, the PPSA
Security Agreement and the Quebec Hypothec.

          "CANADIAN DOLLAR AMOUNT" means on any date:

               (i)    with respect to U.S. Dollar-Denominated Loans, the
     Canadian Dollar Equivalent of the aggregate outstanding principal amount
     thereof after giving effect to any Borrowings, conversions, continuations
     and prepayments or repayments of such Loans occurring on such date;

                                       -8-


               (ii)   with respect to C$ Prime Loans, the aggregate outstanding
     principal amount thereof after giving effect to any Borrowings,
     continuations, prepayments or repayments of any such Loans occurring on
     such date;

               (iii)  with respect to U.S. LC Obligations in respect of U.S.
     Letters of Credit or Canadian LC Obligations in respect of Canadian Letters
     of Credit denominated in U.S. Dollars, the Canadian Dollar Equivalent of
     the aggregate amount of such U.S. LC Obligations or such Canadian LC
     Obligations after giving effect to any changes in the aggregate amount of
     such U.S. LC Obligations or such Canadian LC Obligations as of such date;

               (iv)   with respect to Canadian LC Obligations in respect of
     Canadian Letters of Credit denominated in Canadian Dollars, the aggregate
     amount of such Canadian LC Obligations after giving effect to any changes
     in the aggregate amount of such Canadian LC Obligations on such date;

               (v)    with respect to LC Obligations in respect of Canadian
     Foreign Currency Letters of Credit, the Canadian Dollar Equivalent of the
     aggregate amount of such LC Obligations after giving effect to any changes
     in the aggregate amount of such LC Obligations on such date; and

               (vi)   with respect to Bankers' Acceptances, the aggregate
     outstanding face amount thereof after giving effect to any issuances,
     acceptances, purchases or reimbursements of Bankers' Acceptances occurring
     on such date.

          "CANADIAN DOLLAR EQUIVALENT" means on any date of determination with
respect to any U.S. Dollar-Denominated Loan, any LC Obligation, any Commitment
or any other amount determined in currency other than Canadian Dollars, the
equivalent of such amount in Canadian Dollars determined by the Canadian
Administrative Agent pursuant to SECTION 1.05 using the applicable Exchange
Rate.

          "CANADIAN DOLLARS" or "C$" means lawful money of Canada.

          "CANADIAN FOREIGN CURRENCY LC COMMITTED AMOUNT" has the meaning set
forth in SECTION 2.05(b).

          "CANADIAN FOREIGN CURRENCY LC EXPOSURE" means at any time, the sum of
(i) the U.S. Dollar Amount of the aggregate undrawn and unexpired amount of all
outstanding Canadian Foreign Currency Letters of Credit at such time plus (ii)
the U.S. Dollar Amount of the aggregate amount of Canadian LC Disbursements in
respect of Canadian Foreign Currency Letters of Credit that have not been
reimbursed at such time.

          "CANADIAN FOREIGN CURRENCY LETTER OF CREDIT" means a Canadian Letter
of Credit denominated in an Agreed Foreign Currency.

          "CANADIAN ISSUING LENDER" means in the case of Canadian Letters of
Credit, (i) National Bank of Canada in its capacity as issuer, and its successor
or successors in such capacity, (ii) each Person listed on SCHEDULE 2.05 hereto
as the issuer of an Existing Canadian Letter of Credit, and (iii) any other
Canadian Revolving Lender which the Parent Borrower shall have designated as an
Issuing Lender by notice to the Canadian Administrative Agent.

          "CANADIAN JOINT LEAD ARRANGERS" means National Bank Financial Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities
Inc. in their respective capacities as

                                       -9-


joint lead arrangers and joint bookrunners in connection with the Canadian
Revolving Loans and the Term A Loans, and "Canadian Joint Lead Arranger" means
any one of them individually.

          "CANADIAN LC CASH COLLATERAL ACCOUNT" has the meaning set forth in the
PPSA Security Agreement.

          "CANADIAN LC COMMITMENT" means the commitment of the Canadian Issuing
Lender to issue Canadian Letters of Credit in an aggregate face amount
(calculated in U.S. Dollars and using, where necessary, the U.S. Dollar
Equivalent of such face amount) at any one time outstanding (together with the
U.S. Dollar Amount of any unreimbursed drawings thereon) of up to the Canadian
LC Committed Amount.

          "CANADIAN LC COMMITTED AMOUNT" has the meaning set forth in SECTION
2.05(b).

          "CANADIAN LC DISBURSEMENT" means a payment or disbursement made by the
Canadian Issuing Lender pursuant to a Canadian Letter of Credit.

          "CANADIAN LC DOCUMENTS" means, with respect to any Canadian Letter of
Credit, such Canadian Letter of Credit, any amendments thereto, any documents
delivered in connection therewith, any application therefor and any agreements,
instruments, guaranties or other documents (whether general in application or
applicable only to such Canadian Letter of Credit) governing or providing for
(i) the rights and obligations of the parties concerned or at risk or (ii) any
collateral security for such obligations.

          "CANADIAN LC OBLIGATIONS" means at any time, the sum of (i) the
maximum U.S. Dollar Amount which is, or at any time thereafter may become,
available to be drawn under Canadian Letters of Credit then outstanding,
assuming compliance with all requirements for drawings referred to in such
Canadian Letters of Credit plus (ii) the U.S. Dollar Amount of all Canadian LC
Disbursements not yet reimbursed by the Parent Borrower as provided in SECTION
2.05(h) to the Canadian Issuing Lender in respect of drawings under Canadian
Letters of Credit, including any portion of any such obligation to which a
Lender has become subrogated pursuant to SECTION 2.05(i).

          "CANADIAN LEASED MORTGAGED PROPERTY" and "CANADIAN LEASED MORTGAGED
PROPERTIES" have the respective meanings set forth in SECTION 4.01(j).

          "CANADIAN LETTER OF CREDIT" means an Existing Canadian Letter of
Credit or an Additional Canadian Letter of Credit and "CANADIAN LETTERS OF
CREDIT" means any combination of the foregoing.

          "CANADIAN MORTGAGE" means (i) in the case of owned real property
interests, a mortgage or deed of hypothec, substantially in the form of, or
otherwise substantially identical in substance to, the provisions of EXHIBIT F-7
hereto, with respect to properties situated in the Province of Quebec and of
EXHIBIT F-8 with respect to properties situated in other Canadian provinces,
among any Credit Party and the Canadian Collateral Agent as the same may be
amended, modified or supplemented from time to time, or (ii) in the case of
Leaseholds, a deed of hypothec or leasehold mortgage, substantially in the form
of, or otherwise substantially identical in substance to, the provisions of
EXHIBIT F-7 hereto, with respect to properties situated in the Province of
Quebec and of EXHIBIT F-9 with respect to properties situated in other Canadian
provinces among the Credit Parties party thereto and the Canadian Collateral
Agent, as the same may be amended, modified or supplemented from time to time.

          "CANADIAN MORTGAGED PROPERTIES" means the real property interests of
the Parent Borrower and its Subsidiaries described in SECTION 4.01(j) hereto.

                                      -10-


          "CANADIAN OWNED MORTGAGED PROPERTY" and "CANADIAN OWNED MORTGAGED
PROPERTIES" have the respective meanings set forth in SECTION 4.01(j).

          "CANADIAN PENSION PLAN" means any plan, program, arrangement or
understanding that is a pension plan for the purposes of any applicable pension
benefits or tax laws of Canada (whether or not registered under any such law)
which is maintained or contributed to by (or to which there is or may be an
obligation to contribute of), any Group Company in respect of any Person's
employment in Canada or a province or territory thereof with any Group Company
and all related agreements, arrangements and understandings in respect of, or
related to, any benefits to be provided thereunder or the effect thereof on any
other compensation or remuneration of any employee.

          "CANADIAN RESIDENT" means, at any time, a Person who at that time is
(a) not a non-resident of Canada for purposes of the Income Tax Act (Canada);
(b) an authorized foreign bank deemed to be resident in Canada for purposes of
Part XIII of the Income Tax Act (Canada) in respect of all amounts payable in
respect to its Canadian banking business and pursuant to this Agreement; (c) a
Canadian partnership, as that term is defined in the Income Tax Act (Canada) or
(d) any other Person who is not required to pay withholding tax pursuant to Part
XIII of the Income Tax Act (Canada) in respect of all amounts payable to such
Person pursuant to the Canadian Revolving Loans, Term A Loans, Canadian Letters
of Credit and Bankers' Acceptances.

          "CANADIAN REVOLVING BORROWING" means a Borrowing comprised of Canadian
Revolving Loans and identified as such in a Notice of Borrowing with respect
thereto.

          "CANADIAN REVOLVING COMMITMENT" means, with respect to any Canadian
Revolving Lender, the commitment of such Canadian Revolving Lender, in the U.S.
Dollar Amount at any time outstanding of up to such Canadian Revolving Lender's
Canadian Revolving Commitment Percentage of the Canadian Revolving Committed
Amount, (i) to make C$ Prime Loans, Base Rate Loans or Eurodollar Loans in
accordance with SECTION 2.01(a)(ii), (ii) to accept and purchase Bankers'
Acceptances in accordance with SECTION 2.06, (iii) to purchase Participation
Interests in Canadian Swingline Loans in accordance with the provisions of
SECTION 2.01(d)(ii), and (iv) to purchase Participation Interests in Canadian
Letters of Credit in accordance with the provisions of SECTION 2.05(e).

          "CANADIAN REVOLVING COMMITMENT PERCENTAGE" means, for each Canadian
Revolving Lender, the percentage identified as its Canadian Revolving Commitment
Percentage on SCHEDULE 1.01A hereto, as such percentage may be modified in
connection with any assignment made in accordance with the provisions of SECTION
10.06(b).

          "CANADIAN REVOLVING COMMITTED AMOUNT" means US$100,000,000 or such
lesser or greater amount to which the Canadian Revolving Committed Amount may be
adjusted pursuant to SECTION 2.11.

          "CANADIAN REVOLVING CREDIT EXPOSURE" has the meaning set forth in the
definition of "REQUIRED CANADIAN REVOLVING LENDERS" contained in this SECTION
1.01.

          "CANADIAN REVOLVING LENDER" means a Lender identified in SCHEDULE
1.01A as having a Canadian Revolving Commitment and each Eligible Assignee which
acquires a Canadian Revolving Commitment, Canadian Revolving Loan or Bankers'
Acceptance in respect thereof pursuant to SECTION 10.06(b) and their respective
successors.

          "CANADIAN REVOLVING LOAN" means a Loan made to the Parent Borrower
under SECTION 2.01(a)(ii).

                                      -11-


          "CANADIAN REVOLVING OUTSTANDINGS" means at any date the U.S. Dollar
Amount of all outstanding Canadian Revolving Loans and Canadian Swingline Loans
plus the U.S. Dollar Amount of the undiscounted face amount of all outstanding
Bankers' Acceptances plus the U.S. Dollar Amount of all Canadian LC Obligations.

          "CANADIAN SUBSIDIARY" means with respect to any Person each Subsidiary
of such Person which is organized under the laws of Canada or any political
subdivision, province or territory thereof, and "CANADIAN SUBSIDIARIES" means
any two or more of them. The term "Canadian Subsidiary" shall also include any
Subsidiaries excluded from the definition of "Foreign Subsidiary" pursuant to
the proviso thereto.

          "CANADIAN SUBSIDIARY BORROWER" means any Canadian Subsidiary of the
Parent Borrower designated as a Canadian Subsidiary Borrower by the Parent
Borrower pursuant to SECTION 2.16 that has not ceased to be a Canadian
Subsidiary Borrower pursuant to such Section.

          "CANADIAN SWINGLINE COMMITMENT" means the agreement of the Canadian
Swingline Lender to make Loans pursuant to SECTION 2.01(d).

          "CANADIAN SWINGLINE COMMITTED AMOUNT" means US$15,000,000 (or such
other amount not in excess of US$15,000,000) as the Parent Borrower and the
Canadian Swingline Lender may agree from time to time), as such Canadian
Swingline Committed Amount may be reduced pursuant to SECTION 2.11.

          "CANADIAN SWINGLINE LENDER" means National Bank of Canada in its
capacity as the Canadian Swingline Lender under SECTION 2.01(d)(ii), and its
successor or successors in such capacity.

          "CANADIAN SWINGLINE LOAN" means a C$ Prime Loan or a Base Rate Loan
made by the Canadian Swingline Lender pursuant to SECTION 2.01(d)(ii), and
"CANADIAN SWINGLINE LOANS" means any two or more of such C$ Prime Loans and/or
Base Rate Loans.

          "CANADIAN SWINGLINE TERMINATION DATE" means the earlier of (i) the
fifth Business Day prior to the Revolving Termination Date (or, if such day is
not a Business Day, the next preceding Business Day) or such earlier date upon
which the Canadian Revolving Commitments shall have been terminated in their
entirety in accordance with this Agreement and (ii) the date on which the
Canadian Swingline Commitment is terminated in its entirety in accordance with
this Agreement.

          "CAPITAL LEASE" of any Person means any lease of (or other arrangement
conveying the right to use) property (whether real, personal or mixed) by such
Person as lessee which would, in accordance with GAAP, be required to be
accounted for as a capital lease on the balance sheet of such Person.

          "CAPITAL LEASE OBLIGATIONS" means, with respect to any Person, all
obligations of such Person as lessee under Capital Leases, in each case taken at
the amount thereof accounted for as liabilities in accordance with GAAP.

          "CASH COLLATERALIZE" means (i) with respect to Canadian LC
Obligations, to pledge and deposit with or deliver to the Canadian Collateral
Agent, for the benefit of the Canadian Issuing Lender and the Canadian Revolving
Lenders, as collateral for the Canadian LC Obligations cash or Cash Equivalents
(denominated in Canadian Dollars, in the case of Canadian Letters of Credit
denominated in Canadian Dollars, or in U.S. Dollars, in the case of Canadian
Letters of Credit denominated in U.S. Dollars) pursuant to documentation in form
and substance satisfactory to the Canadian Administrative

                                      -12-


Agent and the Canadian Issuing Lender, (ii) with respect to U.S. LC Obligations,
to pledge and deposit with or deliver to the U.S. Collateral Agent, for the
benefit of the U.S. Issuing Lender and the U.S. Revolving Lenders, as collateral
for the U.S. LC Obligations, cash or Cash Equivalents (denominated in U.S.
Dollars) pursuant to documentation in form and substance satisfactory to the
Canadian Administrative Agent and the U.S. Issuing Lender, and (iii) with
respect to BA Reimbursement Obligations, to pledge and deposit with or deliver
to the Canadian Collateral Agent, for the benefit of the Canadian Revolving
Lenders as collateral for the BA Reimbursement Obligations, cash or Cash
Equivalents (denominated in Canadian Dollars) pursuant to documentation in form
and substance satisfactory to the Canadian Administrative Agent.

          "CASH EQUIVALENTS" means any of the following:

               (i)    securities issued or directly and fully guaranteed or
     insured by the United States of America or Canada or any agency or
     instrumentality thereof (PROVIDED that the full faith and credit of the
     United States of America or Canada, respectively, is pledged in support
     thereof) having maturities of not more than three months from the date of
     acquisition;

               (ii)   certificates of deposit of (A) any Lender, (B) any United
     States or Canadian commercial bank of recognized standing having capital
     and surplus in excess of US$500,000,000 or the Canadian Dollar Equivalent
     thereof, or (C) any bank whose short-term commercial paper rating from S&P
     is at least A-1 or the equivalent thereof or from Moody's is at least P-1
     or R1 [mid] or better by DBRS, or the equivalent thereof (any such bank
     being an "APPROVED LENDER"), in each case with maturities of not more than
     90 days from the date of acquisition;

               (iii)  commercial paper and variable or fixed rate notes issued
     by any Approved Lender (or by the parent company thereof) or any variable
     rate notes issued by, or guaranteed by, any United States or Canadian
     corporation not an Affiliate of the Parent Borrower rated A-1 (or the
     equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
     better by Moody's or R1 [mid] or better by DBRS, or the equivalent thereof,
     and maturing within three months of the date of acquisition;

               (iv)   repurchase agreements with a term of not more than seven
     days with a bank or trust company (including any of the Lenders) or
     recognized securities dealer having capital and surplus in excess of
     US$500,000,000 or the Canadian Dollar Equivalent thereof for direct
     obligations issued by or fully guaranteed by the United States of America
     or Canada in which the Parent Borrower or one or more of its Subsidiaries
     shall have a perfected first priority security interest (subject to no
     other Liens) and having, on the date of purchase thereof, a fair market
     value of at least 100% of the amount of the repurchase obligations; and

               (v)    Investments, classified in accordance with GAAP as current
     assets, in money market investment programs registered under the Investment
     Company Act of 1940, as amended, which are administered by reputable
     financial institutions having capital of at least US$500,000,000 or the
     Canadian Dollar Equivalent and the portfolios of which are limited to
     Investments of the character described in the foregoing CLAUSES (i) through
     (iv).

          "CASUALTY" and "CASUALTY EVENT" mean any casualty, loss, damage,
destruction or other similar loss with respect to real or personal property or
improvements or from business interruption.

          "CASUALTY/CONDEMNATION EVENT OFFER" has the meaning given to it in
SECTION 2.10(c)(ii).

                                      -13-


          "CASUALTY INSURANCE POLICY" means any insurance policy maintained by
any Group Company covering losses with respect to Casualties.

          "CASUALTY PROCEEDS" means, subject to SECTION 2.10(c)(ii)(A) and (B),
the amount by which the aggregate amount of Net Cash Proceeds received by the
Parent Borrower or any of its Subsidiaries from a Casualty Event exceeds
US$5,000,000. Following any Casualty/Condemnation Event Offer with respect to
any Casualty, the amount of Casualty Proceeds shall be reset to zero.

          "CDOR RATE" means, on any date, the average per annum rate of interest
applicable to C$ bankers' acceptances for the applicable period appearing on the
"Reuters Screen CDOR Page" (as defined in the International Swap Dealer
Association, Inc. definitions, as modified and amended from time to time) on
such date, of if such date is not a Business Day, then on the immediately
preceding Business Day; PROVIDED, HOWEVER, that if no such rate appears on the
Reuter's Screen CDOR Page as contemplated, then the CDOR Rate on any date shall
be the rate for the term and amount referred to above applicable to C$ bankers'
acceptances quoted by the Canadian Administrative Agent as of 10:OO A.M.,
Montreal, Quebec, Canada time, on such date or, if such date is not a Business
Day, then on the immediately preceding Business Day.

          "CHANGE OF CONTROL" means the occurrence of any of the following
events:

               (i)    the Parent Borrower shall cease to own directly 100% of
     the Equity Interests of the U.S. Borrower on a fully-diluted basis assuming
     the conversion and exercise of all outstanding Equity Equivalents (whether
     or not such securities are then currently convertible or exercisable) or
     shall cease to be entitled to elect all members of the board of directors
     (or persons performing similar functions) of the U.S. Borrower; or

               (ii)   (A) any "person" or "group" (within the meaning of Section
     13(d) or 14(d) of the Exchange Act) other than the Permitted Holders has
     become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under
     the Exchange Act, except that a Person shall be deemed to have "beneficial
     ownership" of all securities that any such Person has the right to acquire,
     whether such right is exercisable immediately or only after the passage of
     time), by way of merger, consolidation or otherwise, of 35% or more of the
     voting power associated with the Equity Interests of the Parent Borrower on
     a fully-diluted basis assuming the conversion and exercise of all
     outstanding Equity Equivalents (whether or not such securities are then
     currently convertible or exercisable) and (B) such person or group is or
     becomes, directly or indirectly, the beneficial owner of a greater
     percentage of the voting power associated with the Equity Interests of the
     Parent Borrower, calculated on a fully-diluted basis as set forth above,
     than the percentage of the voting power associated with the Equity
     Interests of the Parent Borrower beneficially owned by the Permitted
     Holders; or

               (iii)  during any period of two consecutive calendar years,
     individuals who at the beginning of such period constituted the board of
     directors (or persons performing similar functions) of the Parent Borrower
     together with any new members of such board of directors whose elections by
     such board of directors or whose nominations for election by the
     stockholders of the Parent Borrower was approved by a vote of a majority of
     the members of such board of directors then still in office who either were
     directors at the beginning of such period or whose election or nomination
     for election was previously so approved, cease for any reason to constitute
     a majority of the directors of the Parent Borrower still in office; or

               (iv)   a "change of control" (as defined in the Subordinated Note
     Indenture or in the Senior Note Indenture) occurs.

                                      -14-


          "CLASS" the meaning set forth in SECTION 1.04.

          "CLOSING DATE" means the date on or after the Effective Date when the
first Credit Extension occurs in accordance with SECTION 4.01 and SECTION 10.24.

          "CODE" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto, as interpreted by the rules and regulations issued
thereunder, in each case as in effect from time to time.

          "COLLATERAL" means all of the property which is subject or is
purported to be subject to the Liens granted by the Collateral Documents.

          "COLLATERAL AGENTS" means, collectively, the Canadian Collateral Agent
and the U.S. Collateral Agent and "COLLATERAL AGENT" means either one of them as
the case may be.

          "COLLATERAL DOCUMENTS" means, collectively, the U.S. Collateral
Documents and the Canadian Collateral Documents, any Additional Collateral
Documents, any additional pledges, security agreements, patent, trademark or
copyright filings or mortgages required to be delivered pursuant to the Finance
Documents and any instruments of assignment, control agreements, lockbox letters
or other instruments or agreements executed pursuant to the foregoing.

          "COMMITMENT" means (i) with respect to each Lender, its U.S. Revolving
Commitment, Canadian Revolving Commitment, Term A Commitment and/or Term B
Commitment, as and to the extent applicable, (ii) with respect to each Issuing
Lender, its U.S. LC Commitment and/or its Canadian LC Commitment and (iii) with
respect to each Swingline Lender, its U.S. Swingline Commitment and/or its
Canadian Swingline Commitment, in each case as set forth on SCHEDULE 1.01A or in
the applicable Assignment and Acceptance as its Commitment of the applicable
Class, as any such amount may be increased or decreased from time to time
pursuant to this Agreement.

          "COMMITMENT FEE" has the meaning set forth in SECTION 2.12(a).

          "CONDEMNATION" and "CONDEMNATION EVENT" means any taking by a
Governmental Authority of property or assets, or any part thereof or interest
therein, for public or quasi-public use under the power of eminent domain, by
reason of any public improvement or condemnation or in any other manner that
permanently displaces the owner of such property or assets.

          "CONDEMNATION AWARD" means all proceeds of any Condemnation or
transfer in lieu thereof.

          "CONDEMNATION PROCEEDS" means subject to SECTION 2.10(c)(ii)(A) and
(B), the amount by which the aggregate amount of Net Cash Proceeds received by
the Parent Borrower or any of its Subsidiaries from a Condemnation Event exceeds
US$5,000,000. Following any Casualty/Condemnation Event Offer with respect to
any Condemnation Event, the amount of Condemnation Awards shall be reset to
zero.

          "CONSOLIDATED ADJUSTED WORKING CAPITAL" means, at any date, the excess
of (i) Consolidated Current Assets (excluding cash and Cash Equivalents
classified as such in accordance with GAAP) over (ii) Consolidated Current
Liabilities (excluding the current portion of any Consolidated Funded Debt).

                                      -15-


          "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the
aggregate amount of all expenditures (whether paid in cash or other
consideration or accrued as a liability) that would, in accordance with GAAP, be
included as additions to property, plant and equipment and other capital
expenditures of the Parent Borrower and its Consolidated Subsidiaries for such
period, as the same are or would be set forth in a consolidated statement of
cash flows of the Parent Borrower and its Consolidated Subsidiaries for such
period (including the amount of assets leased under any Capital Lease), but
excluding (to the extent that they would otherwise be included) any such
expenditures made for (1) the acquisitions of prescription files and (2) the
replacement or restoration of assets to the extent paid for by any Casualty
Insurance Policy or Condemnation Award with respect to the asset or assets being
replaced or restored to the extent such expenditures are permitted under the
Finance Documents. For avoidance of doubt, the purchase price paid for any
Permitted Business Acquisition shall not be deemed to be a Consolidated Capital
Expenditure.

          "CONSOLIDATED CASH DIVIDENDS" means, for any period, the aggregate
amount of all Restricted Payments paid in cash by the Parent Borrower or by any
Subsidiary of the Parent Borrower to any Person other than the Parent Borrower
or a Wholly-Owned Subsidiary of the Parent Borrower during such period.

          "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period,
Consolidated Interest Expense that has been paid or is payable in cash for such
period.

          "CONSOLIDATED CASH TAXES" means, for any period, the aggregate amount
of all taxes of the Parent Borrower and its Consolidated Subsidiaries for such
period to the extent the same are paid or are payable in cash by the Parent
Borrower or any Consolidated Subsidiary of the Parent Borrower during such
period; PROVIDED that Consolidated Cash Taxes for any period of four fiscal
quarters ending on the last day of the first, second or third fiscal quarters of
the Parent Borrower first ending after the Closing Date shall be deemed equal to
the product of (i) Consolidated Cash Taxes computed in accordance with the
requirements of this definition for such one, two or three quarter period
multiplied by (ii) a fraction, the numerator of which is four and the
denominator of which is the number of such fiscal quarters ended after the
Closing Date.

          "CONSOLIDATED CURRENT ASSETS" means, at any date, the consolidated
current assets of the Parent Borrower and its Consolidated Subsidiaries
determined as of such date.

          "CONSOLIDATED CURRENT LIABILITIES" means, at any date, the
consolidated current liabilities of the Parent Borrower and its Consolidated
Subsidiaries determined as of such date.

          "CONSOLIDATED DEBT" means at any date the Debt of the Parent Borrower
and its Consolidated Subsidiaries, determined on a consolidated basis as of such
date.

          "CONSOLIDATED EBITDA" means, for any period, the sum of (i)
Consolidated Net Income for such period (excluding therefrom any extraordinary
items of gain or loss) plus (ii) without duplication, those amounts which, in
the determination of Consolidated Net Income for such period, have been deducted
for (A) Consolidated Interest Expense, (B) provisions for Federal, state,
provincial, local and foreign income, value added and similar taxes, (C)
depreciation, amortization (including, without limitation, amortization of
goodwill and other intangible assets), impairment of goodwill and other non-
cash charges or expenses (excluding any such non-cash charge or expense to the
extent that it represents amortization of a prepaid cash expense that was paid
in a prior period or an accrual of, or a reserve for, cash charges, expenses or
payments in any future period), (D) one-time purchase accounting adjustments in
the amount of any increase in the balance sheet value of inventory held by the
Parent Borrower or any Consolidated Subsidiary as of the Closing Date by reason
of Section 1581 of the Canadian Institute of

                                      -16-


Chartered Accountants Handbook during the period ending on the first anniversary
of the Closing Date, (E) Transaction related expenditures incurred and paid
within the 12-month period after the Closing in an amount not to exceed
US$130,000,000 (all of the foregoing determined in accordance with GAAP), (F)
cash charges taken in connection with the integration of the Acquisition and
related matters within the 24-month period after the Closing in an amount for
all such charges not to exceed US$20,000,000 in the aggregate or (G) fees and
expenses incurred by the Parent Borrower in connection with any refinancing of
the Senior Notes or the Subordinated Notes minus (iii) any amount which, in the
determination of Consolidated Net Income for such period, has been added for (A)
interest income and (B) any non-cash income (except for any accrual of cash
income in respect of a future period) or non-cash gains, all as determined in
accordance with GAAP; PROVIDED that (x) Consolidated EBITDA for any fiscal
period ending prior to the Closing Date which is identified on SCHEDULE 1.01B
hereto shall be deemed to equal the amount set forth on SCHEDULE 1.01B opposite
such period and (y) Consolidated EBITDA for each of the fiscal quarters of the
Parent Borrower ending November 30, 2004 and February 28, 2005, respectively,
shall be increased by the amount of the CVS Overhead Add-back. For purposes of
calculating Consolidated EBITDA for any period of four consecutive fiscal
quarters (each, a "REFERENCE PERIOD") pursuant to any determination of the
Leverage Ratio and the Fixed Charge Coverage Ratio, if during such Reference
Period (or in the case of pro-forma calculations, during the period from the
last day of such Reference Period to and including the date as of which such
calculation is made) any Group Company shall have made an Asset Disposition or a
Permitted Business Acquisition, Consolidated EBITDA for such Reference Period
shall be calculated after giving effect thereto on a Pro-Forma Basis, giving
effect to projected cost savings permitted or required by Regulations S-K or S-X
under the Securities Act or otherwise agreed to by the Administrative Agents in
their sole discretion.

          "CONSOLIDATED FIXED CHARGES" means, for any period, the sum of (i)
Consolidated Interest Expense for such period plus (ii) Consolidated Scheduled
Debt Payments for such period plus (iii) Consolidated Cash Taxes for such period
plus (iv) Consolidated Cash Dividends for such period.

          "CONSOLIDATED FUNDED DEBT" means, at any date, the Funded Debt of the
Parent Borrower and its Consolidated Subsidiaries as of such date, determined on
a consolidated basis in accordance with GAAP.

          "CONSOLIDATED INTEREST EXPENSE" means, for any period, the total
interest expense, whether paid or accrued and whether or not capitalized
(including, without limitation, amortization of debt issuance costs and original
issue discount, interest capitalized during construction, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments under Capital Leases and the implied interest
component of Synthetic Leases and Permitted Securitization Transactions
(regardless of whether accounted for as interest expense under GAAP), all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptances and net costs in respect of Derivatives
Obligations constituting interest rate swaps, collars, caps or other
arrangements requiring payments contingent upon interest rates of the Parent
Borrower and its Consolidated Subsidiaries) in each case determined on a
consolidated basis for such period.

          "CONSOLIDATED NET INCOME" means, for any period, the net income (or
net loss) after taxes of the Parent Borrower and its Consolidated Subsidiaries
for such period, determined on a consolidated basis in accordance with GAAP;
PROVIDED that there shall be excluded from the calculation of Consolidated Net
Income for any period (i) the income (or loss) of any Person in which any other
Person (other than the Parent Borrower or any of its Wholly-Owned Consolidated
Subsidiaries) has an ownership interest, except to the extent that any such
income is actually received in cash by the Parent Borrower or such Wholly-Owned
Consolidated Subsidiary in the form of Restricted Payments during such period,
(ii) the income (or loss) of any Person accrued prior to the date it becomes a
Consolidated Subsidiary of the Parent Borrower or is merged with or into or
consolidated with the Parent Borrower or any of its

                                      -17-


Consolidated Subsidiaries or that Person's assets are acquired by the Parent
Borrower or any of its Consolidated Subsidiaries, except as provided in the
definitions of "Consolidated EBITDA" and "Pro-Forma Basis" herein, (iii) the
income of any Subsidiary of the Parent Borrower to the extent that the
declaration or payment of Restricted Payments or similar distributions by that
Subsidiary of that income is not at the time permitted by operation of the terms
of its charter or any agreement, instrument, judgment, decree or Law applicable
to that Subsidiary, (iv) whether or not required to be included by GAAP, the
income (or loss) attributable to any Canadian drugstore franchisee in which the
Parent Borrower does not own or control more than 50% of the voting power
associated with the Equity Interests of such franchisee, (v) the cumulative
effect of a change in accounting principles, and (vi) any gain or loss arising
from foreign currency fluctuations on foreign currency denominated Debt.

          "CONSOLIDATED NET TANGIBLE ASSETS" means, at any date, Consolidated
Total Assets less all intangible assets of the Parent Borrower and its
Consolidated Subsidiaries determined as of such date.

          "CONSOLIDATED SCHEDULED DEBT PAYMENTS" means, for any period, the sum
of all scheduled payments of principal on Loans and all other Consolidated
Funded Debt (including, without limitation, the principal component of Capital
Lease Obligations, Purchase Money Debt and Synthetic Lease Obligations
(regardless of whether accounted for as indebtedness under GAAP) paid or payable
during such period), but excluding payments due on Revolving Loans and Swingline
Loans during such period; PROVIDED that Consolidated Scheduled Debt Payments for
any period shall not include voluntary prepayments of Consolidated Funded Debt,
mandatory prepayments of the Term A Loans and Term B Loans pursuant to SECTION
2.10(b) or other mandatory prepayments (other than by virtue of scheduled
amortization) of Consolidated Funded Debt (but Consolidated Scheduled Debt
Payments for a period shall be adjusted to reflect the effect on scheduled
payments of principal for such period of the application of any mandatory
prepayments of Consolidated Funded Debt during or preceding such period).

          "CONSOLIDATED SUBSIDIARY" means, with respect to any Person at any
date, any Subsidiary of such Person or other entity the accounts of which would
be consolidated with those of such Person in its consolidated financial
statements if such statements were prepared as of such date in accordance with
GAAP.

          "CONSOLIDATED TOTAL ASSETS" means, at any date, the total consolidated
assets of the Parent Borrower and its Consolidated Subsidiaries determined as of
such date.

          "CREDIT EXPOSURE" has the meaning set forth in the definition of
"REQUIRED LENDERS" in this SECTION 1.01.

          "CREDIT EXTENSION" means a Borrowing, the issuance, acceptance and
purchase of a Bankers' Acceptance or the issuance, renewal or extension of a
Letter of Credit.

          "CREDIT PARTY" means each of the Parent Borrower, the U.S. Borrower
and each Subsidiary Guarantor, and "CREDIT PARTIES" means any combination of the
foregoing.

          "CURRENCY CALCULATION DATE" means (i) the first Business Day of each
calendar quarter (or such other day in any calendar quarter as may be selected
by the Canadian Administrative Agent (each, an "OPTIONAL CALCULATION DATE")),
(ii) in respect of any Letter of Credit denominated in a currency other than
U.S. Dollars, (A) the date of issuance of such Letter of Credit, (B) the first
Business Day of each calendar month during any period that such Letter of Credit
remains outstanding and (C) any date on which the relevant Borrower's obligation
to repay LC Disbursements in respect of such Letter of Credit is automatically
converted into U.S. Dollars pursuant to the terms of this Agreement and (iii) in
respect of any Bankers' Acceptance, (A) the date of issuance of such Bankers'
Acceptance and (B) the first

                                      -18-


Business Day of each calendar month during any period that such Bankers'
Acceptance remains outstanding.

          "CVS OVERHEAD ADD-BACK" means (a) for the fiscal quarter of the Parent
Borrower ending November 30, 2004, US$13,875,000 and (b) for the fiscal quarter
of the Parent Borrower ending February 28, 2005, US$9,250,000.

          "DBRS" means Dominion Bond Ratings Service Limited, and its successors
or, absent any such successors, such nationally recognized statistical rating
organization in Canada as the Parent Borrower and the Administrative Agents may
select.

          "DEBT" of any Person means at any date, without duplication, (i) all
obligations of the subject Person for borrowed money, (ii) all obligations of
the subject Person evidenced by bonds, debentures, notes or other similar
instruments, (iii) all obligations of the subject Person under conditional sale
or other title retention agreements relating to property purchased by the
subject Person to the extent of the value of such property (other than customary
reservations or retentions of title under agreements with suppliers entered into
in the ordinary course of business), (iv) all obligations, other than
intercompany items, of the subject Person to pay the deferred purchase price of
property or services (other than trade accounts payable and accrued expenses
arising in the ordinary course of business and due within six months of the
incurrence thereof), (v) the Attributable Debt of the subject Person in respect
of Capital Lease Obligations and Synthetic Lease Obligations (regardless of
whether accounted for as indebtedness under GAAP), (vi) all obligations of the
subject Person to purchase securities or other property which arise out of or in
connection with the sale of the same or substantially similar securities or
property, (vii) all non-contingent obligations (and, for purposes of SECTION
7.01 and SECTION 8.01(e), all contingent obligations) of the subject Person to
reimburse any bank or other Person in respect of amounts paid under a letter of
credit, bankers' acceptance or similar instrument, (viii) all obligations of
others secured by (or for which the holder of such obligations has an existing
right, contingent or otherwise, to be secured by) a Lien on, or payable out of
the proceeds of production from, any property or asset of such Person, whether
or not such obligation is assumed by the subject Person; PROVIDED that the
amount of any Debt of others that constitutes Debt of the subject Person solely
by reason of this CLAUSE (viii) shall not for purposes of this Agreement exceed
the greater of the book value or the fair market value of the properties or
assets subject to such Lien, (ix) all Guaranty Obligations of the subject
Person, (x) all Debt Equivalents of the subject Person, (xi) for purposes of
SECTIONS 7.01 and 8.01(e) only, all Derivatives Obligations (which may be
positive or negative) of the subject Person (determined at their then respective
Derivatives Termination Values) and (xii) the Debt of another Person (including
any partnership in which the subject Person is a general partner and any
unincorporated joint venture in which the subject Person is a joint venturer) to
the extent the subject Person would be liable therefor under applicable law or
any agreement or instrument by virtue of the subject Person's ownership interest
in or other relationship with such entity, except to the extent the terms of
such Debt provide that the subject Person shall not be liable therefor; PROVIDED
that (i) Debt shall not include (A) deferred compensation arrangements, (B)
earn-out obligations until matured or earned, (C) non-compete or consulting
obligations incurred in connection with Permitted Business Acquisitions, or (D)
other than for purposes of SECTIONS 7.01 and 8.01(e), the Franchisee Buy-Back
Arrangements and Franchisee Guaranty Obligations to the extent permitted by
SECTION 7.01(x), and (ii) the amount of any Limited Recourse Debt of the subject
Person shall be equal to the aggregate principal amount of such Limited Recourse
Debt for which the subject Person provides credit support of any kind (including
any undertaking agreement or instrument that would constitute Debt) or is
directly or indirectly liable as a guarantor or otherwise.

          "DEBT EQUIVALENTS" of any Person means (i) any Equity Interest of such
Person which by its terms (or by the terms of any security for which it is
convertible or for which it is exchangeable or exercisable), or upon the
happening of any event or otherwise (including an event which would constitute

                                      -19-


a Change of Control), (A) matures or is mandatorily redeemable or subject to any
mandatory repurchase requirement, pursuant to a sinking fund or otherwise, (B)
is convertible into or exchangeable for Debt or Debt Equivalents or (C) is
redeemable or subject to any repurchase requirement arising at the option of the
holder thereof, in whole or in part, on or prior to the first anniversary of the
latest of the Revolving Termination Date, the Term A Maturity Date or the Term B
Maturity Date and (ii) if such Person is a Subsidiary of the Parent Borrower,
any Preferred Stock of such Person.

          "DEBT ISSUANCE" means the issuance by any Group Company of any Debt.

          "DEFAULT" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

          "DEFAULTING LENDER" means at any time any Lender that, within one
Business Day of when due, (i) has failed to make a Loan, purchase a
Participation Interest in a Swingline Loan or an LC Obligation or accept or
purchase a Bankers' Acceptance required pursuant to the terms of this Agreement,
(ii) other than as set forth in CLAUSE (i) above, has failed to pay to any
Administrative Agent, any Collateral Agent or any Lender an amount owed by such
Lender pursuant to the terms of the Agreement or any other Senior Finance
Document unless such amount is subject to a good faith dispute or (iii) has been
deemed insolvent or has become subject to a receivership or insolvency event.

          "DERIVATIVES AGREEMENT" means (i) any and all rate swap transactions,
basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or
equity index swaps or options, bond price or bond index swaps or options or
forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement and (ii) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement or any other master agreement.

          "DERIVATIVES CREDITOR" means any Lender or any Affiliate of any Lender
from time to time party to one or more Derivatives Agreements permitted
hereunder with a Credit Party (even if any such Lender for any reason ceases
after the execution of such agreement to be a Lender hereunder), and its
successors and assigns, and "DERIVATIVES CREDITORS" means any two or more of
them, collectively.

          "DERIVATIVES OBLIGATIONS" of any Person means all obligations
(including, without limitation, any amounts which accrue after the commencement
of any bankruptcy or insolvency proceeding with respect to such Person, whether
or not allowed or allowable as a claim under any bankruptcy or insolvency
proceeding) of such Person in respect of any Derivatives Agreement, excluding
any amounts which such Person is entitled to set-off against its obligations
under applicable Law or the terms of such Derivative Agreement.

          "DERIVATIVES TERMINATION VALUE" means, at any date and in respect of
any one or more Derivatives Agreements, after taking into account the effect of
any legally enforceable netting agreements relating to such Derivatives
Agreements, (i) for any date on or after the date such Derivatives Agreements
have been closed out and termination value(s) determined in accordance
therewith, such termination value(s), and (ii) for any date prior to the date
referenced in CLAUSE (i), the amount(s) determined as the

                                      -20-


mark-to-market value(s) for such Derivatives Agreements, as determined based
upon one or more mid-market or other readily available quotations provided by
any recognized dealer in such Derivatives Agreements (which may include any
Lender).

          "DISINTERESTED DIRECTOR" means with respect to any transaction or
series of related transactions, a member of the board of directors of the Parent
Borrower who does not have any material direct or indirect financial interest in
or with respect to such transaction or series of related transactions.

          "DRAFT" means a blank bill of exchange (or note, as the case may be),
within the meaning of the Bills of Exchange Act (Canada), or a depository bill
(or note, as the case may be), within the meaning of the Depository Bills and
Notes Act (Canada), in each case drawn (or made) by the Parent Borrower on (or
in favor of) a Canadian Revolving Lender, denominated in Canadian Dollars and
bearing such distinguishing letters and numbers as such Canadian Revolving
Lender may determine, but which at such time, except as otherwise provided
herein, has not been completed or accepted by such Canadian Revolving Lender.

          "EFFECTIVE DATE" means the date this Agreement becomes effective in
accordance with SECTION 10.18.

          "ELIGIBLE ASSIGNEE" means (i) any Lender, (ii) any Affiliate of a
Lender, (iii) any Approved Fund and (iv) any other commercial bank, finance
company, insurance company or other financial institution or fund (other than a
natural Person) approved by (A) in the case of any assignment of a Term B Loan,
or a Term B Commitment, the Term B Administrative Agent or, in the case of any
assignment of a U.S. Revolving Loan, U.S. Revolving Commitment, Canadian
Revolving Loan, Canadian Revolving Commitment, Banker's Acceptance, Term A Loan,
or a Term A Commitment, the Canadian Administrative Agent, (B) in the case of
any assignment of any Revolving Loan or Revolving Commitment (1) the U.S.
Issuing Lender and the U.S. Swingline Lender (in the case of any assignment of a
U.S. Revolving Loan or U.S. Revolving Commitment), or (2) the Canadian Issuing
Lender and the Canadian Swingline Lender (in the case of any assignment of a
Canadian Revolving Loan or a Canadian Revolving Commitment), and (C) unless (x)
the assignment is being made to such person by an Agent, Initial Lender or any
of their respective Affiliates, on or prior to the Syndication Date or (y) a
Default or Event of Default has occurred and is continuing at the time any
assignment is effected pursuant to SECTION 10.06(b), the Parent Borrower (each
such approval not to be unreasonably withheld, conditioned or delayed and any
such approval required of the Parent Borrower to be deemed given by the Parent
Borrower if no objection from the Parent Borrower is received by the assigning
Lender and the relevant Administrative Agent within two Business Days after
notice of such proposed assignment has been provided by the assigning Lender to
the Parent Borrower); PROVIDED, HOWEVER, that (i) if Deutsche Bank Trust Company
Americas or National Bank of Canada or one or more of their respective
Affiliates is an Issuing Lender, any assignment of a Revolving Commitment
(including any assignment to a Lender, an Affiliate of a Lender or an Approved
Fund) shall require their respective consent, (ii) the Parent Borrower and its
Affiliates shall not qualify as Eligible Assignees, (iii) no assignment of
Canadian Revolving Loans, Canadian Revolving Commitments, Term A Loans or Term A
Commitments may be made to a Person unless that Person (x) in the case of
assignment of Canadian Revolving Loans or Canadian Revolving Commitments, both
has the ability to make Loans in Canadian Dollars and is a Canadian Resident and
(y) in the case of assignment of Term A Loans or Term A Commitments, is a
Canadian Resident, and (iv) no Person shall be an Eligible Assignee if such
Person appears on the list of Specially Designated Nationals and Blocked Persons
prepared by the U.S. Treasury Department's Office of Foreign Assets Control or
the purchase by such Person of an assignment or the performance by any Agent of
its duties under the Senior Finance Documents with respect to such Person
violates or would violate any Anti-Terrorism Law.

                                      -21-


          "EMPLOYEE BENEFIT ARRANGEMENTS" means in any jurisdiction the benefit
schemes or arrangements in respect of any employees or past employees operated
by any Group Company or in which any Group Company participates and which
provide benefits on retirement, ill-health, injury, death or voluntary
withdrawal from or termination of employment, including termination indemnity
payments and life assurance and post-retirement medical benefits other than
Plans.

          "ENVIRONMENTAL LAWS" means any international, foreign, Federal, state,
provincial or local statute, treaty, rule, regulation, ordinance, or code of any
Governmental Authority relating to the environment, including the protection of
natural resources, response to the release or threatened release of any
Hazardous Material into the environment and health and safety matters.

          "ENVIRONMENTAL LIABILITY" means any liability, contingent or otherwise
(including any liability for damages, costs of remediation, fines, penalties or
indemnities), of any Group Company directly or indirectly resulting from or
based on (i) violation of any Environmental Law, (ii) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Material, (iii) exposure to any Hazardous Material, (iv) the release or
threatened release, presence or migration of any Hazardous Material into the
environment or (v) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

          "EQUITY EQUIVALENTS" means with respect to any Person any rights,
warrants, options, convertible securities, exchangeable securities, indebtedness
or other rights, in each case exercisable for or convertible or exchangeable
into, directly or indirectly, Equity Interests of such Person or securities
exercisable for or convertible or exchangeable into Equity Interests of such
Person, whether at the time of issuance or upon the passage of time or the
occurrence of some future event.

          "EQUITY INTERESTS" means all shares of capital stock, partnership
interests (whether general or limited), limited liability company membership
interests, beneficial interests in a trust and any other interest or
participation that confers on a Person the right to receive a share of profits
or losses, or distributions of assets, of an issuing Person, but excluding any
debt securities convertible into such Equity Interests.

          "EQUITY ISSUANCE" means (i) any sale or issuance by any Group Company
to any Person other than the Parent Borrower or a Subsidiary of the Parent
Borrower of any Equity Interests or any Equity Equivalents (other than any such
Equity Equivalents that constitute Debt) and (ii) the receipt by any Group
Company of any cash capital contributions, whether or not paid in connection
with any issuance of Equity Interests of any Group Company, from any Person
other than the Parent Borrower or a Subsidiary of the Parent Borrower.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any rule or regulation issued thereunder.

          "ERISA AFFILIATE" means each business or entity which is a member of a
"controlled group of corporations", under "common control" or an "affiliated
service group" with a Group Company within the meaning of Section 414(b), (c) or
(m) of the Code, or required to be aggregated with a Group Company under Section
414(o) of the Code or is under "common control" with a Group Company, within the
meaning of Section 4001(a)(14) of ERISA.

          "ERISA EVENT" means:

               (i)    a reportable event as defined in Section 4043 of ERISA and
     the regulations issued under such Section, with respect to a Plan,
     excluding, however, such events as

                                      -22-


     to which the PBGC by regulation has waived the requirement of Section
     4043(a) of ERISA that it be notified within 30 days of the occurrence of
     such event;

               (ii)   the requirements of Section 4043(b) of ERISA apply with
     respect to a contributing sponsor, as defined in Section 4001(a)(13) of
     ERISA, of any Plan, and an event described in paragraph (9), (10), (11),
     (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur
     with respect to such Plan within the following 30 days;

               (iii)  the failure to meet the minimum funding standard of
     Section 412 of the Code with respect to any Plan (whether or not waived in
     accordance with Section 412(d) of the Code), the application for a minimum
     funding waiver under Section 303 of ERISA with respect to any Plan, the
     failure to make by its due date a required installment under Section 412(m)
     of the Code with respect to any Plan or the failure to make any required
     contribution to a Multiemployer Plan;

               (iv)   the incurrence of any material liability by a Group
     Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the
     penalty or excise tax provisions of the Code relating to employee benefit
     plans (as defined in Section 3 of ERISA), or the occurrence or existence of
     any event, transaction or condition that could reasonably be expected to
     result in the incurrence of any such material liability by a Group Company
     or any ERISA Affiliate, or in the imposition of any lien on any of the
     rights, properties or assets of a Group Company or any ERISA Affiliate, in
     either case pursuant to Title I or IV of ERISA or to such penalty or excise
     tax provisions of the Code or to Section 401(a)(29) or 412 of the Code;

               (v)    the provision by the administrator of any Plan of a notice
     pursuant to Section 4041(a)(2) of ERISA by the PBGC (or the reasonable
     expectation of such provision of notice) of intent to terminate such Plan
     in a distress termination described in Section 4041(c) of ERISA, the
     institution by the PBGC of proceedings to terminate any Plan or the
     occurrence of any event or condition which might constitute grounds under
     ERISA for the termination of, or the appointment of a trustee by the PBGC
     to administer, any Plan;

               (vi)   the withdrawal of a Group Company or ERISA Affiliate in a
     complete or partial withdrawal (within the meaning of Section 4203 and 4205
     of ERISA) from any Multiemployer Plan if there is any potential liability
     therefor, or the receipt by a Group Company or ERISA Affiliate of notice
     from any Multiemployer Plan that it is in reorganization or insolvency
     pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate
     or has terminated under Section 4041A or 4042 of ERISA;

               (vii)  the imposition of liability (or the reasonable expectation
     thereof) on a Group Company or ERISA Affiliate pursuant to Section 4062,
     4063, 4064 or 4069 of ERISA or by reason of the application of Section
     4212(c) of ERISA;

               (viii) the assertion of a material claim (other than routine
     claims for benefits) against any Plan other than a Multiemployer Plan or
     the assets thereof, or against a Group Company or ERISA Affiliate in
     connection with any Plan;

               (ix)   the receipt from the United States Internal Revenue
     Service of notice of the failure of any Plan (or any other Employee Benefit
     Arrangement intended to be qualified under Section 401(a) of the Code) to
     qualify under Section 401(a) of the Code, or the failure of any trust
     forming part of any Plan to qualify for exemption from taxation under
     Section 501(a) of the Code, and, with respect to Multiemployer Plans,
     notice thereof to any Group Company; and

                                      -23-


               (x)    the establishment or amendment by a Group Company or ERISA
     Affiliate of any Welfare Plan that provides post-employment welfare
     benefits in a manner that would materially increase the liability of a
     Group Company as reflected on the consolidated balance sheet of the Parent
     Borrower and its Consolidated Subsidiaries.

          "EURODOLLAR LOAN" means at any date a U.S. Dollar-Denominated Loan
which bears interest at a Eurodollar Rate.

          "EURODOLLAR RATE" means, for any Eurodollar Loan for the Interest
Period applicable thereto:

               (i)    the rate per annum equal to the rate determined by the
     relevant Administrative Agent to be the offered rate (rounded upwards to
     the next 1/16th of 1%) that appears on the page 3750 of the Telerate screen
     (or any successor thereto) for deposits in U.S. Dollars (for delivery on
     the first day of such Interest Period) for a period of time comparable to
     such Interest Period, determined as of approximately 11:00 A.M. (London
     time) two Business Days prior to the first day of such Interest Period; or

               (ii)   if the rate referred to in CLAUSE (i) above does not
     appear on such Telerate page or service or such page or service shall cease
     to be available, the rate per annum equal to the rate determined by the
     relevant Administrative Agent to be the offered rate on such other page or
     service that displays an average British Bankers Association Interest
     Settlement Rate for deposits in U.S. Dollars (for delivery on the first day
     of such Interest Period) for a period of time comparable to such Interest
     Period, determined as of approximately 11:00 A.M. (London time) two
     Business Days prior to the first day of such Interest Period; or

               (iii)  if the rates referenced in the preceding CLAUSES (i) and
     (ii) are not available, the rate per annum determined by the relevant
     Administrative Agent as the rate of interest (rounded upwards to the next
     1/16th of 1%) at which deposits in U.S. Dollars for delivery on the first
     day of such Interest Period in same day funds in the approximate amount of
     the Eurodollar Loan being made, continued or converted by the relevant
     Administrative Agent, and with a term equivalent to such Interest Period as
     would be offered by the relevant Administrative Agent's London branch to
     major banks in the London interbank eurodollar market at their request at
     approximately 11:00 A.M. (London time) two Business Days prior to the first
     day of such Interest Period.

          "EURODOLLAR RESERVE PERCENTAGE" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any other entity succeeding
to the functions currently performed thereby) for determining the maximum
reserve requirement for a member bank of the Federal Reserve System in New York
City with deposits exceeding five billion U.S. Dollars in respect of "Eurodollar
liabilities" (or in respect of any other category of liabilities which includes
deposits by reference to which the interest rate on Eurodollar Loans is
determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of any Lender to United States
residents), whether or not a Lender has any Eurodollar liabilities subject to
such reserve requirement at that time. Eurodollar Loans shall be deemed to
constitute Eurodollar liabilities and as such shall be deemed subject to reserve
requirements without benefits of credits for prorations, exceptions or offsets
that may be available from time to time to a Lender. The Eurodollar Rate shall
be adjusted automatically on and as of the effective date of any change in the
Eurodollar Reserve Percentage.

          "EVENT OF DEFAULT" has the meaning set forth in SECTION 8.01.

                                      -24-


          "EXCESS CASH FLOW" means for any period an amount equal to (i)
Consolidated EBITDA for such period plus (ii) all cash extraordinary gains, if
any, during such period (whether or not accrued in such period), all business
interruption insurance proceeds, if any, and (without duplication) cash gains
attributable to Asset Dispositions out of the ordinary course of business, if
any, of the Parent Borrower and its Consolidated Subsidiaries during such period
to the extent not otherwise included in Consolidated EBITDA for such period and
not required to be utilized in connection with a repayment or prepayment of the
Loans made or to be made pursuant to SECTION 2.10(b)(iv) or permitted to be
reinvested pursuant to SECTION 2.10(c), plus (iii) the decrease, if any, in
Consolidated Adjusted Working Capital from the first day to the last day of such
period, plus (iv) the net increase in deferred tax accounts from the first day
to the last day of such period, minus (v) the amount, if any, which, in the
determination of Consolidated Net Income for such period, has been included in
respect of income or gain from Asset Dispositions of the Parent Borrower and its
Consolidated Subsidiaries to the extent utilized to repay or prepay Loans
pursuant to SECTION 2.10(b)(v), minus (vi) the aggregate amount (without
duplication and in each case except to the extent paid, directly or indirectly,
with proceeds of any Equity Issuance or Debt Issuance (other than Revolving
Loans or Swingline Loans) by any Group Company) of (A) cash payments during such
period in respect of Consolidated Capital Expenditures allowed under SECTION
7.14, (B) cash payments during such period in respect of Permitted Business
Acquisitions allowed under SECTION 7.06(a)(xiv), (C) optional prepayments of the
Term A Loans and Term B Loans, (D) repayments or prepayments of the Revolving
Loans and Swingline Loans to the extent the Revolving Commitments and the
Swingline Commitments are permanently reduced at the time of such payment, (E)
Consolidated Scheduled Debt Payments actually paid by the Parent Borrower and
its Consolidated Subsidiaries during such period, (F) Consolidated Cash Interest
Expense actually paid by the Parent Borrower and its Consolidated Subsidiaries
during such period, (G) Consolidated Cash Taxes actually paid by the Parent
Borrower during such period, (H) the aggregate amount of all Restricted Payments
allowed under SECTIONS 7.07(ii) (to the extent paid to a Person other than the
Parent Borrower or a Subsidiary thereof) and 7.07(iii) actually paid in cash
during such period, and (I) Transaction related expenditures described on
SCHEDULE 1.01B and actually paid in cash by the Parent Borrower and its
Consolidated Subsidiaries during such period, in each case to the extent added
to Consolidated Net Income in the determination of Consolidated EBITDA for such
period, minus (vii) all cash extraordinary losses, if any, during such period
(whether or not accrued in such period), minus (viii) the increase, if any, in
Consolidated Adjusted Working Capital from the first day to the last day of such
period, minus (ix) the net decrease in deferred tax accounts from the first day
to the last day of such period.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

          "EXCHANGE RATE" means on any day, (a) with respect to Canadian
Dollars, for purposes of any provision of this Agreement requiring or permitting
the conversion of Loans denominated in Canadian Dollars to U.S.
Dollar-Denominated Loans or LC Obligations denominated in Canadian Dollars or BA
Reimbursement Obligations into U.S. Dollars, the rate at which such currency may
be exchanged into U.S. Dollars (or for purposes of any provision of this
Agreement requiring or permitting the conversion of U.S. Dollar-Denominated
Loans into Loans denominated in Canadian Dollars or LC Obligations denominated
in U.S. Dollars into Canadian Dollars, the rate at which U.S. Dollars may be
exchanged into Canadian Dollars), which shall be the quoted noon mid-market spot
rate of exchange of the Bank of Canada on the Business Day immediately preceding
such date for the conversion of U.S. Dollars; PROVIDED that if at the time of
any such determination, for any reason, no such spot rate is being quoted, the
Canadian Administrative Agent may use any method it deems reasonably appropriate
to determine such rate, and such determination shall be presumed correct absent
manifest error and (b) with respect to any Agreed Foreign Currency, for purposes
of any provision of this Agreement requiring or permitting the conversion of LC
Obligations denominated in such Agreed Foreign Currency into U.S. Dollars or
Canadian Dollars, as the case may be, the rate at which such currency may be
exchanged into

                                      -25-


U.S. Dollars or Canadian Dollars, as the case may be, which shall be the
mid-market spot rate of exchange announced or quoted by the Canadian
Administrative Agent in the relevant market at or around noon on the Business
Day immediately preceding such date for the conversion of such currency;
PROVIDED that if at the time of any such determination, for any reason, no such
spot rate is being quoted, the Canadian Administrative Agent may use any method
it deems reasonably appropriate to determine such rate, and such determination
shall be presumed correct absent manifest error.

          "EXCLUDED ASSET DISPOSITION" means an Asset Disposition permitted
pursuant to any one or more of CLAUSES (i) through (vi) and (viii) through (x)
of SECTION 7.05.

          "EXCLUDED EQUITY ISSUANCE" means any of the following: (i) any
issuance by any Subsidiary of the Parent Borrower of its Equity Interests to the
Parent Borrower or any other Wholly-Owned Subsidiary of the Parent Borrower,
(ii) the receipt by any Subsidiary of the Parent Borrower of a capital
contribution from the Parent Borrower or a Subsidiary of the Parent Borrower and
(iii) any Qualifying Equity Issuance by the Parent Borrower and (iv) any
issuance of Equity Interests to qualify directors where required by applicable
Law or to satisfy other requirements of applicable Law with respect to the
ownership of Equity Interests of Foreign Subsidiaries.

          "EXCLUDED TAXES" means with respect to any Agent, any Lender or any
other recipient of any payment to be made by or on account of any obligation of
any Borrower hereunder, (i) income or franchise taxes imposed on (or measured
by) its net income by any jurisdiction under the laws of which such Agent, such
Lender or such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its Applicable Lending Office is
located, (ii) any branch profits taxes imposed by the United States or Canada
(or any province thereof) or any similar tax imposed by any other jurisdiction
described in clause (i) above, (iii) capital taxes imposed on (or measured by)
taxable capital imposed by Canada or any province thereof and (iv) only in the
case of either a Canadian Resident described in clause (b) of the definition of
"Canadian Resident" (i.e., an authorized foreign bank) or a non-resident of
Canada for purposes of the Income Tax Act (Canada), which in either case, has
rendered services pursuant to this Agreement from an establishment in Canada,
withholding that is required to be imposed on any fees paid to such Person for
such services pursuant to Section 105 of the regulations to the Income Tax Act
(Canada) or Section 1015R8 of the regulations to the Taxation Act (Quebec).

          "EXISTING CANADIAN LETTERS OF CREDIT" means the letters of credit
denominated in Canadian Dollars issued before the Closing Date and described by
date of issuance, letter of credit number, undrawn amount, name of beneficiary
and date of expiry on SCHEDULE 2.05 hereto, and "EXISTING CANADIAN LETTER OF
CREDIT" means any one of them.

          "EXISTING DEBT" has the meaning set forth in SECTION 7.01(i).

          "EXISTING LETTERS OF CREDIT" means, collectively, Existing Canadian
Letters of Credit and Existing U.S. Letters of Credit, and "EXISTING LETTER OF
CREDIT" means any one of them.

          "EXISTING U.S. LETTERS OF CREDIT" means the letters of credit
denominated in U.S. Dollars issued before the Closing Date and described by date
of issuance, letter of credit number, undrawn amount, name of beneficiary and
date of expiry on SCHEDULE 2.05 hereto, and "EXISTING U.S. LETTER OF CREDIT"
means any one of them.

          "FAILED LOAN" has the meaning set forth in SECTION 2.03(e).

          "FEDERAL FUNDS RATE" means for any day the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal

                                      -26-


funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; PROVIDED that (i) if such
day is not a Business Day, the Federal Funds Rate for such day shall be such
rate on such transactions on the next preceding Business Day as so published on
the next succeeding Business Day, and (ii) if no such rate is so published on
such next succeeding Business Day, the Federal Funds Rate for such day shall be
the average rate quoted to the relevant Administrative Agent on such day on such
transactions as determined by the relevant Administrative Agent.

          "FINANCE DOCUMENT" means each Senior Finance Document and each
Derivatives Agreement between one or more Credit Parties and a Derivatives
Creditor evidencing Derivatives Obligations permitted hereunder, and "FINANCE
DOCUMENTS" means all of them, collectively.

          "FINANCE OBLIGATIONS" means, at any date, (i) all Senior Obligations
and (ii) all Derivatives Obligations of a Credit Party permitted hereunder owed
or owing to any Derivatives Creditor, in each case whether now or hereafter due,
owing or incurred in any manner, whether actual or contingent, whether incurred
solely or jointly with any other Person and whether as principal or surety (and
including all liabilities in connection with any notes, bills or other
instruments accepted by any Finance Party in connection therewith), together in
each case with all renewals, modifications, consolidations or extensions
thereof.

          "FINANCE PARTY" means each Lender, each Swingline Lender, each Issuing
Lender, each Derivatives Creditor, each Agent and each Indemnitee and their
respective successors and assigns, and "FINANCE PARTIES" means any two or more
of them, collectively.

          "FIXED CHARGE COVERAGE RATIO" means, for any period, the ratio,
calculated on a Pro-Forma Basis, of (i) Consolidated EBITDA less the aggregate
amount of Consolidated Capital Expenditures for such period (exclusive of the
portion thereof financed with the Net Cash Proceeds of Equity Issuances and/or
Asset Dispositions made during such period to the extent such Net Cash Proceeds
are not required to be applied to repay Loans pursuant to SECTION 2.10(b) or
(c)) to (ii) Consolidated Fixed Charges for such period.

          "FOREIGN CURRENCY LC EXPOSURE" means a Canadian Foreign Currency LC
Exposure or a U.S. Foreign Currency LC Exposure.

          "FOREIGN CURRENCY LETTER OF CREDIT" means a Canadian Foreign Currency
Letter of Credit or a U.S. Foreign Currency Letter of Credit, and "FOREIGN
CURRENCY LETTERS OF CREDIT" means any combination of the foregoing.

          "FOREIGN SUBSIDIARY" means, with respect to any Person, any Subsidiary
of such Person that is not a U.S. Subsidiary of such Person; PROVIDED that no
Subsidiary of the Parent Borrower that is not also a Subsidiary of the U.S.
Borrower shall be deemed to be a Foreign Subsidiary.

          "FRANCHISEE BUY-BACK ARRANGEMENTS" means inventory, furniture,
fixtures and equipment buy-back arrangements entered into in the ordinary course
of the Parent Borrower's business in favor of the lenders of the Canadian
drugstore franchisees of the Parent Borrower.

          "FRANCHISEE BUY-BACK LIMIT" means (x) for the fiscal year 2005 of the
Parent Borrower, US$130,000,000, (y) for the fiscal year 2006 of the Parent
Borrower, US$150,000,000 and (z) thereafter, US$l75,000,000.

                                      -27-


          "FRANCHISEE GUARANTY OBLIGATIONS" means the obligation of the Parent
Borrower entered into in the ordinary course of the Parent Borrower's business
to guarantee the obligations of any of its Canadian drugstore franchisees.

          "FRANCHISEE GUARANTY LIMIT" means (x) for the fiscal year 2005 of the
Parent Borrower, US$20,000,000, (y) for the fiscal year 2006 of the Parent
Borrower, US$22,500,000 and (z) thereafter, US$25,000,000.

          "FUNDED DEBT" means, with respect to any Person, all Debt of such
Person (including, in respect of the Credit Parties, the Senior Obligations)
that by its terms matures more than one year after the date of its creation or
matures within one year from such date but is renewable or extendible, at the
option of such Person, to a date more than one year after such date or arises
under a revolving credit or similar agreement that obligates the lender or
lenders to extend credit during any period (which may be more or less than one
year after such date), including, without limitation, all amounts of Funded Debt
of such Person required to be paid or prepaid within one year after the date of
determination.

          "GAAP" means, at any time, generally accepted accounting principles as
then in effect in Canada, applied on a basis consistent (except for changes with
which the Parent Borrower's independent public accountants have concurred) with
the most recent audited consolidated financial statements of the Parent Borrower
and its Consolidated Subsidiaries previously delivered to the Lenders.

          "GLOBAL TRANSACTION COORDINATOR" means Merrill Lynch, Pierce, Fenner &
Smith Incorporated as global transaction coordinator, and its successor or
successors in such capacity.

          "GOVERNMENT ACTS" has the meaning set forth in SECTION 2.05(q)(i).

          "GOVERNMENTAL AUTHORITY" means any international, Federal, state,
local, provincial or foreign government, authority, agency, central bank,
quasi-governmental or regulatory authority, court or other body or entity, and
any arbitrator with authority to bind a party at Law.

          "GROUP COMPANY" means any of the Parent Borrower, the U.S. Borrower or
their respective Subsidiaries (regardless of whether or not consolidated with
the Parent Borrower for purposes of GAAP), and "GROUP COMPANIES" means all of
them, collectively.

          "GROUP OF LOANS" means, at any time, a group of Loans of a particular
Class consisting of (i) all Loans which are Base Rate Loans at such time, (ii)
all Loans which are C$ Prime Loans at such time or (iii) all Loans which are
Eurodollar Loans having the same Interest Period at such time; PROVIDED that, if
a Loan of any particular Lender is converted to or made as a Base Rate Loan
pursuant to ARTICLE III, such Loan shall be included in the same Group or Group
of Loans from time to time as it would have been had it not been so converted or
made.

          "GUARANTY" means a Guaranty, substantially in the form of EXHIBIT E
hereto, by the Parent Borrower, the U.S. Borrower and all other Subsidiaries of
the Parent Borrower in favor of the Administrative Agents for the benefit of the
Finance Parties, as the same may be amended, modified or supplemented from time
to time, and "GUARANTIES" means any two or more of them.

          "GUARANTY OBLIGATION" means, with respect to any Person, without
duplication, any obligation (other than endorsements in the ordinary course of
business of negotiable instruments for deposit or collection) guarantying,
intended to guaranty, or having the economic effect of guarantying, any Debt or
other obligation of any other Person in any manner, whether direct or indirect,
and including, without limitation, any obligation, whether or not contingent
(including, for the avoidance of doubt,

                                      -28-


Franchisee Guaranty Obligations), (i) to purchase any such Debt or other
obligation or any property constituting security therefor, (ii) to advance or
provide funds or other support for the payment or purchase of such indebtedness
or obligation or to maintain working capital, solvency or other balance sheet
condition of such other Person (including, without limitation, maintenance
agreements, comfort letters, take or pay arrangements, put agreements or similar
agreements or arrangements) for the benefit of the holder of Debt or other
obligation of such other Person, (iii) to lease or purchase property, securities
or services primarily for the purpose of assuring the owner of such Debt or
other obligation (including, for the avoidance of doubt, Franchisee Buy-Back
Arrangements), or (iv) to otherwise assure or hold harmless the owner of such
Debt or obligation against loss in respect thereof. The amount of any Guaranty
Obligation hereunder shall (subject to any limitations set forth therein) be
deemed to be an amount equal to the outstanding principal amount (or maximum
principal amount, if larger) of the Debt or other obligation in respect of which
such Guaranty Obligation is made.

          "HAZARDOUS MATERIALS" means all explosive or radioactive substances or
waste regulated pursuant to any Environmental Law, and any hazardous or toxic
substances, waste or other pollutant or environmental contaminant, including
petroleum or petroleum distillates, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas, medical, pharmaceutical and pathological
waste and any other substance, material or waste of any nature regulated
pursuant to any Environment Law.

          "INCOME TAX ACT (CANADA)" means Income Tax Act (Canada), RSC 1985, c.1
(5th Supp.), as amended, and the regulations thereunder.

          "INDEMNIFIED LIABILITIES" has the meaning set forth in SECTION 10.05.

          "INDEMNITEE" has the meaning set forth in SECTION 10.05.

          "INITIAL LENDERS" means any of Deutsche Bank Trust Company Americas,
Deutsche Bank AG, Canada Branch, Merrill Lynch Capital Corporation, Merrill
Lynch Capital Canada Inc., National Bank of Canada, New York Branch and National
Bank of Canada.

          "INSURANCE PROCEEDS" means all insurance proceeds (other than business
interruption insurance proceeds), damages, awards, claims and rights of action
with respect to any Casualty.

          "INTERCOMPANY NOTE" means a promissory note contemplated by SECTION
7.06(a)(x) or (xi), substantially in the form of EXHIBIT G hereto, and
"INTERCOMPANY NOTES" means any two or more of them.

          "INTEREST PAYMENT DATE" means (i) as to Base Rate Loans and C$ Prime
Loans, the second Business Day of each fiscal quarter of the Parent Borrower and
the Maturity Date for Loans of the applicable Class and (ii) as to Eurodollar
Loans, the last day of each applicable Interest Period and the Maturity Date for
Loans of the applicable Class, and, in addition, where the applicable Interest
Period for a Eurodollar Loan is greater than three months, then also the date
three months from the beginning of the Interest Period and each three months
thereafter.

          "INTEREST PERIOD" means, with respect to each Eurodollar Loan, a
period commencing on the date of borrowing specified in the applicable Notice of
Borrowing or on the date specified in the applicable Notice of
Extension/Conversion and ending one, two, three, six or, with the consent of all
Lenders of the relevant Class, twelve months thereafter, as the applicable
Borrower may elect in the applicable notice; PROVIDED that:

                                      -29-


               (i)    any Interest Period which would otherwise end on a day
     which is not a Business Day for the relevant currency shall, subject to
     CLAUSE (v) below, be extended to the next succeeding Business Day for such
     currency unless such Business Day falls in another calendar month, in which
     case such Interest Period shall end on the next preceding Business Day for
     such currency;

               (ii)   any Interest Period which begins on the last Business Day
     for the relevant currency in a calendar month (or on a day for which there
     is no numerically corresponding day in the calendar month at the end of
     such Interest Period) shall end on the last Business Day for the relevant
     currency of a calendar month;

               (iii)  no Interest Period in respect of Term Loans may be
     selected which extends beyond a Principal Amortization Payment Date for
     Loans of the applicable Class unless, after giving effect to the selection
     of such Interest Period, the aggregate principal amount of Term Loans of
     the applicable Class which are comprised of Base Rate Loans together with
     such Term Loans comprised of Eurodollar Loans with Interest Periods
     expiring on or prior to such Principal Amortization Payment Date are at
     least equal to the aggregate principal amount of Term Loans of the
     applicable Class due on such date;

               (iv)   no Interest Period may be elected with respect to U.S.
     Dollar-Denominated Loans at any time when a Default or an Event of Default
     is then in existence; and

               (v)    no Interest Period shall be elected which would end after
     the Maturity Date for Loans of the applicable Class.

          "INVESTMENT" in any Person means (i) the acquisition (whether for
cash, property, services, assumption of Debt, securities or otherwise) of
assets, shares of Capital Stock, bonds, notes, debentures, time deposits or
other securities of such Person, (ii) any deposit with, or advance, loan or
other extension of credit to or for the benefit of such Person (other than
deposits made in connection with the purchase of equipment or inventory in the
ordinary course of business) or (iii) any other capital contribution to or
investment in such Person, including by way of Guaranty Obligations of any
obligation of such Person, any support for a letter of credit issued on behalf
of such Person incurred for the benefit of such Person or any release,
cancellation, compromise or forgiveness in whole or in part of any Debt owing by
such Person. The outstanding amount of any Investment shall be deemed to equal
the difference of (i) the aggregate initial amount of such Investment less (ii)
all returns of principal thereof or capital with respect thereto and all
liabilities expressly assumed by another Person (and with respect to which the
Parent Borrower and its Subsidiaries, as applicable, shall have received a
novation) in connection with the sale of such Investment.

          "ISSUING LENDER" means (i) the Canadian Issuing Lender, and (ii) the
U.S. Issuing Lender.

          "JUDGMENT CURRENCY" has the meaning set forth in SECTION 10.20.

          "JUDGMENT CURRENCY CONVERSION DATE" has the meaning set forth in
SECTION 10.20.

          "LANDLORD ESTOPPEL AND CONSENT" means, with respect to any Leased
Mortgaged Property, a Landlord Estoppel and Consent, substantially in the form
of EXHIBIT M hereto, or other letter, certificate or other instrument in writing
from the lessor under the related lease, satisfactory in form and substance to
the relevant Collateral Agent.

                                      -30-


          "LAW" means any international, foreign, Federal, state, provincial or
local statute, treaty, rule, guideline, regulation, ordinance, code, or
administrative or judicial precedent or authority, including the interpretation
or administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and consent agreements and similar settlement agreements with, any
Governmental Authority, in each case whether or not having the force of Law.

          "LC CASH COLLATERAL ACCOUNTS" means, collectively, the Canadian LC
Cash Collateral Account and the U.S. LC Cash Collateral Account.

          "LC COMMITMENTS" means, collectively, the Canadian LC Commitment and
the U.S. LC Commitment.

          "LC DISBURSEMENTS" means collectively, the Canadian LC Disbursements
and the U.S. LC Disbursements and "LC DISBURSEMENT" means either one of them, as
applicable.

          "LC DOCUMENTS" means collectively, the Canadian LC Documents and the
U.S. LC Documents and "LC DOCUMENT" means either one of them, as applicable.

          "LC OBLIGATIONS" means collectively, the Canadian LC Obligations and
the U.S. LC Obligations.

          "LEAD ARRANGERS" means, collectively, the Canadian Joint Lead
Arrangers and the U.S. Joint Lead Arrangers.

          "LEASED MORTGAGED PROPERTY" and "LEASED MORTGAGED PROPERTIES" mean,
collectively, the Canadian Leased Mortgaged Property and U.S. Leased Mortgage
Property and Canadian Leased Mortgaged Properties and U.S. Leased Mortgaged
Properties, respectively.

          "LEASEHOLDS" means, with respect to any Person, all of the right,
title and interest of such Person as lessee or licensee in, to and under leases
or licenses of land, improvements and/or fixtures.

          "LENDER" means each bank or other lending institution listed on
SCHEDULE 1.0lA (each of which shall satisfy the requirements of an Eligible
Assignee), each Eligible Assignee that becomes a Lender pursuant to SECTION
10.06(b) and their respective successors and shall include, as the context may
require, each Swingline Lender in such capacity and each Issuing Lender in such
capacity.

          "LETTER OF CREDIT" means a Canadian Letter of Credit or a U.S. Letter
of Credit, and "LETTERS OF CREDIT" means any combination of the foregoing.

          "LETTER OF CREDIT REQUEST" has the meaning set forth in SECTION
2.05(c).

          "LEVERAGE RATIO" means on any day the ratio of (i) Consolidated Debt
as of such date less the Sinking Fund Deposits held in cash or Cash Equivalents
in the Sinking Fund Account to (ii) Consolidated EBITDA for the four consecutive
fiscal quarters of the Parent Borrower ended on, or most recently preceding,
such day.

          "LIEN" means, with respect to any asset, any mortgage, pledge,
hypothec, assignment, deposit arrangement, lien (statutory or other) or other
security interest or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing, and the filing of any

                                      -31-


financing statement under the Uniform Commercial Code or comparable Laws of any
jurisdiction). Solely for the avoidance of doubt, the filing of a Uniform
Commercial Code or comparable Laws financing statement that is a protective
lease filing in respect of an operating lease that does not constitute a
security interest in the leased property or otherwise give rise to a Lien does
not constitute a Lien solely on account of being filed in a public office.

          "LIMITED RECOURSE DEBT" means, with respect to any Person, Debt to the
extent: (i) such Person (A) provides no credit support of any kind (including
any undertaking, agreement or instrument that would constitute Debt), or (B) is
not directly or indirectly liable as a guarantor or otherwise; and (ii) no
default with respect thereto would permit upon notice, lapse of time or both any
holder of any other Debt (other than the Loans or the Notes) of such Person to
declare a default on such other Debt or cause the payment thereof to be
accelerated or payable prior to its stated maturity.

          "LOAN" means a Revolving Loan, a Term A Loan, a Term B Loan or a
Swingline Loan (or a portion of any Revolving Loans, Term A Loans, Term B Loans
or Swingline Loans), individually or collectively as appropriate; PROVIDED that,
if any such loan or loans (or portions thereof) are combined or subdivided
pursuant to a Notice of Extension/Conversion, the term "LOAN" shall refer to the
combined principal amount resulting from such combination or to each of the
separate principal amounts resulting from such subdivision, as the case may be.

          "MARGIN STOCK" means "margin stock" as such term is defined in
Regulation U.

          "MATERIAL ADVERSE EFFECT" means (i) any material adverse effect upon
the business, assets, financial condition, results of operations or, with
respect to any provision of this Agreement other than SECTION 4.01, prospects of
the Parent Borrower and its Consolidated Subsidiaries, taken as a whole (or
solely for the purposes of SECTION 4.01, Target and its Consolidated
Subsidiaries, taken as a whole), (ii) a material adverse effect on the ability
of Target to consummate the transactions contemplated hereby to occur on the
Closing Date, (iii) a material impairment of the ability of any Credit Party to
perform any of its obligations under any Senior Finance Document to which it is
a party or (iv) a material impairment of the rights and benefits of the Lenders
under any Senior Finance Document.

          "MATERIAL CREDIT PARTY" means a Credit Party which, together with its
Consolidated Subsidiaries, either (a) has assets representing 5% or more of the
Consolidated Total Assets or (b) generates 5% or more of the Consolidated EBITDA
of the Parent Borrower and its Consolidated Subsidiaries.

          "MATERIAL MORTGAGED PROPERTY" means a Mortgaged Property that is a
Material Real Property.

          "MATERIAL REAL PROPERTY" means, (a) in the case of any owned Real
Property, such Real Property that constitutes corporate headquarters of any
Material Credit Party, a distribution center or a warehouse or the fair market
value (or, in the case of SECTION 4.01 only, the book value) of which equals or
exceeds US$3,000,000, and (b) in the case of any leased Real Property, any such
Real Property that constitutes a distribution center, a warehouse or corporate
headquarters, or the annual rent for which equals or exceeds US$1,000,000.

          "MATURITY DATE" means (i) as to Revolving Loans, the Revolving
Termination Date, (ii) as to Swingline Loans, the Canadian Swingline Termination
Date or the U.S. Swingline Termination Date, as applicable, (iii) as to Term A
Loans, the Term A Maturity Date and (iv) as to Term B Loans, the Term B Maturity
Date.

                                      -32-


          "MOODY'S" means Moody's Investors Service, Inc., a Delaware
corporation, and its successors or, absent any such successor, such nationally
recognized statistical rating organization as the Parent Borrower and the
Administrative Agents may select.

          "MORTGAGE" means (i) in the case of owned real property interests, a
mortgage, deed of trust, or deed of hypothec, substantially in the form of, or
otherwise substantially identical in substance to, the provisions of EXHIBIT F-4
(in the case of a U.S. Mortgage), EXHIBIT F-7 (in the case of a Canadian
Mortgage covering properties situated in the Province of Quebec) or EXHIBIT F-8
(in the case of a Canadian Mortgage covering properties situated in other
Canadian provinces) hereto, among any Credit Party, the relevant Collateral
Agent and one or more trustees (if applicable), as the same may be amended,
modified or supplemented from time to time, or (ii) in the case of a Leasehold,
a Leasehold mortgage or Leasehold deed of trust, substantially in the form of,
or otherwise substantially identical in substance to, the provisions of EXHIBIT
F-5 (in the case of a U.S. Mortgage), EXHIBIT F-7 (in the case of a Canadian
Mortgage covering properties situated in the Province of Quebec) or EXHIBIT F-9
(in the case of a Canadian Mortgage covering properties situated in other
Canadian provinces) hereto, among any Credit Party, the relevant Collateral
Agent and one or more trustees (if applicable), as the same may be amended,
modified or supplemented from time to time. The term "MORTGAGE" shall include
the U.S. Mortgages and Canadian Mortgages.

          "MORTGAGE POLICIES" has the meaning set forth in SECTION 4.01(j)
hereto.

          "MORTGAGED PROPERTIES" means the real property interests of the Parent
Borrower and its Subsidiaries described in SECTION 4.01(j) hereto.

          "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in
Section 3(37) or 4001(a)(3) of ERISA.

          "NET CASH PROCEEDS" means:

               (i)    with respect to any Asset Disposition (other than an Asset
     Disposition consisting of a lease where one or more Group Companies is
     acting as lessor entered into in the ordinary course of business), Casualty
     or Condemnation, (A) the gross U.S. Dollar Equivalent of all cash proceeds
     (including Insurance Proceeds and Condemnation Awards in the case of any
     Casualty or Condemnation) actually paid to or actually received by any
     Group Company in respect of such Asset Disposition, Casualty or
     Condemnation (including any cash proceeds received as income or other
     proceeds of any noncash proceeds of any Asset Disposition, Casualty or
     Condemnation as and when received), less (B) the sum of (w) the U.S. Dollar
     Equivalent, if any, of all taxes (other than income taxes) and all income
     taxes (as estimated in good faith by a senior financial or senior
     accounting officer of the Parent Borrower giving effect to the overall tax
     position of the Parent Borrower and its Subsidiaries) (to the extent that
     the amount of such taxes shall have been set aside for the purpose of
     paying such taxes when due), and customary fees, brokerage fees,
     commissions, costs and other expenses (other than those payable to any
     Group Company or Affiliates of any Group Company) that are incurred in
     connection with such Asset Disposition, Casualty or Condemnation and are
     payable by any Group Company, but only to the extent not already deducted
     in arriving at the amount referred to in CLAUSE (i)(A) above, (x) the U.S.
     Dollar Equivalent of all appropriate amounts that must be set aside as a
     reserve in accordance with GAAP against any liabilities associated with
     such Asset Disposition, Casualty or Condemnation, (y) if applicable, the
     U.S. Dollar Equivalent of the amount of any Debt secured by a Permitted
     Lien that has been repaid or refinanced in accordance with its terms with
     the proceeds of such Asset Disposition, Casualty or Condemnation; and (z)
     the U.S. Dollar Equivalent of any payments to be made by any Group Company
     as agreed between such Group Company and the

                                      -33-


     purchaser of any assets subject to an Asset Disposition, Casualty or
     Condemnation in connection therewith; and

               (ii)   with respect to any Equity Issuance or Debt Issuance, the
     U.S. Dollar Equivalent of the gross amount of cash proceeds paid to or
     received by any Group Company in respect of such Equity Issuance or Debt
     Issuance as the case may be (including cash proceeds subsequently as and
     when received at any time in respect of such Equity Issuance or Debt
     Issuance from non-cash consideration initially received or otherwise), net
     of underwriting discounts and commissions or placement fees, investment
     banking fees, legal fees, consulting fees, accounting fees and other
     customary fees and expenses directly incurred by any Group Company in
     connection therewith (other than those payable to any Group Company or any
     Affiliate of any Group Company).

          "NON-EXTENSION NOTICE DATE" has the meaning set forth in SECTION
2.05(c).

          "NOTE" means a U.S. Revolving Note, a Term B Note or a U.S. Swingline
Note, and "Notes" means any combination of the foregoing.

          "NOTICE OF BORROWING" means a request by a Borrower for a Borrowing,
substantially in the form of EXHIBIT A-1 hereto, in the case of the U.S.
Borrower (or a U.S. Subsidiary Borrower), or substantially in the form of
EXHIBIT A-2 hereto, in the case of the Parent Borrower (or a Canadian Subsidiary
Borrower) (which may be by telephone if promptly confirmed in writing).

          "NOTICE OF EXTENSION/CONVERSION" has the meaning set forth in SECTION
2.08.

          "OBLIGATION CURRENCY" has the meaning set forth in SECTION 10.20.

          "OPERATING LEASE" means, as applied to any Person, a lease (including
leases which may be terminated by the lessee at any time) of any property
(whether real, personal or mixed) by such Person as lessee which is not a
Capital Lease.

          "OPTIONAL CALCULATION DATE" has the meaning set forth in the
definition of "CURRENCY CALCULATION DATE" in this SECTION 1.01.

          "OTHER TAXES" has the meaning set forth in SECTION 3.01(b).

          "OWNED MORTGAGED PROPERTY" and "OWNED MORTGAGED PROPERTIES" have the
respective meanings set forth in SECTION 4.01(j).

          "PARENT BORROWER" means The Jean Coutu Group (PJC) Inc., a Quebec
corporation.

          "PARENT BORROWER'S ACCOUNT" means (A) in relation to Term A Loans,
Canadian Revolving Loans, Canadian Swingline Loans, Canadian Letters of Credit
and Bankers' Acceptances, the Canadian Dollar account bearing account number
01-008-22 and the US Dollar account bearing account number 00-273-60 established
at the Canadian Administrative Agent's Branch, or such other account in Canada
at the Canadian Administrative Agent's Branch as the Canadian Administrative
Agent may specify from time to time and (B) in relation to Term B Loans, the
U.S. Dollar account bearing account number 99401268 established at the Term B
Administrative Agent's Branch, or such other account in the United States at the
Term B Administrative Agent's Branch as the Term B Administrative Agent may
specify from time to time.

                                      -34-


          "PARTICIPATION INTEREST" means a Credit Extension by a Lender by way
of a purchase of a participation interest in Letters of Credit or LC Obligations
as provided in SECTION 2.05(a) or (e), in Swingline Loans as provided in SECTION
2.01(d)(vi) or in any Loans as provided in SECTION 2.14.

          "PBGC" means the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA or any entity succeeding to any or
all of its functions under ERISA.

          "PERFECTION CERTIFICATE" means a certificate, substantially in the
form of EXHIBIT F-1(a) to this Agreement in the case of a Material Credit Party
or EXHIBIT F-1(b) to this Agreement in the case of any other Credit Party, in
each case completed and supplemented with the schedules and attachments
contemplated thereby to the satisfaction of the Collateral Agents and duly
executed by the chief executive officer and the chief legal officer of such
Credit Party.

          "PERMIT" means any license, permit, certificate, authorization,
franchise, right or privilege, certificate of authority or order, or any waiver
of the foregoing, issued or issuable by any Governmental Authority.

          "PERMITTED BUSINESS ACQUISITION" means a Business Acquisition;
PROVIDED that:

               (i)    the Equity Interests or property or assets acquired in
     such acquisition relate to a line of business similar to the business of
     the Parent Borrower or any of its Subsidiaries engaged in on the Closing
     Date or reasonably related, ancillary or complementary thereto;

               (ii)   the representations and warranties made by the Credit
     Parties in each Senior Finance Document shall be true and correct in all
     material respects (or in all respects in the case of such representations
     or warranties containing materiality qualifiers) at and as of the date of
     such acquisition (as if made on such date after giving effect to such
     acquisition), except to the extent such representations and warranties
     expressly relate to an earlier date (in which case such representations and
     warranties shall be true and correct in all material respects at and as of
     such earlier date);

               (iii)  each Administrative Agent or each Collateral Agent, as
     applicable, shall have received all items in respect of the Equity
     Interests or property or assets acquired in such acquisition (and/or the
     seller thereof) required to be delivered by SECTION 6.10;

               (iv)   in the case of an acquisition of the Equity Interests of
     another Person, (A) except in the case of the incorporation of a new
     Subsidiary, the board of directors (or other comparable governing body) of
     such other Person shall have duly approved such acquisition and (B) the
     Equity Interests acquired shall constitute 100% of the total Equity
     Interests of the issuer thereof and its Subsidiaries (except in the case of
     a Foreign Subsidiary permitted to be acquired pursuant to the terms of this
     Agreement, directors' qualifying shares);

               (v)    no Default or Event of Default shall have occurred and be
     continuing immediately before or immediately after giving effect to such
     acquisition, and the Parent Borrower shall have delivered to the
     Administrative Agents a Pro-Forma Compliance Certificate demonstrating
     that, upon giving effect to such acquisition on a Pro-Forma Basis (with
     pro-forma adjustments satisfactory to the Administrative Agents), (A) the
     Parent Borrower shall be in compliance with all of the financial covenants
     set forth in SECTION 7.19 hereof as of the last day of the most recent
     period of four consecutive fiscal quarters of the Parent Borrower which
     precedes or ends on the date of such acquisition and with respect to which
     the Administrative Agents have received the consolidated financial
     information required under SECTIONS 6.01(a) and (b) and the

                                      -35-


     certificate required by SECTION 6.01(c) and (B) the Leverage Ratio as of
     the last day of such period shall not exceed the ratio set forth below
     opposite such period:



                            PERIOD                              RATIO
                            ------                              -----
                                                        
          Closing Date through August 31, 2005             4.75 to 1.0
          September 1, 2005 through November 30, 2005      4.50 to 1.0
          December 1, 2005 through February 28, 2006       4.25 to 1.0
          March 1, 2006 through February 28, 2007          4.00 to 1.0
          March 1, 2007 through February 29, 2008          3.25 to 1.0
          March 1, 2008 through February 28, 2009          3.00 to 1.0
          March 1, 2009 and thereafter                     2.50 to 1.0


               (vi)   the liabilities (determined in accordance with GAAP but in
     any event including contingent obligations) acquired by the Parent Borrower
     and its Subsidiaries on a consolidated basis in such acquisition and the
     Debt issued by the Parent Borrower and its Subsidiaries on a consolidated
     basis from such acquisition shall not exceed in the aggregate 20% of the
     purchase price paid for the related Equity Interests or assets; and

               (vii)  after giving effect to such Business Acquisition, the U.S.
     Dollar Amount of the aggregate consideration (including, cash, earn-out
     payments, assumption of indebtedness and non-cash consideration) for the
     acquisitions occurring after the Closing Date and on or before February 28,
     2006 shall not exceed (x) US$100,000,000 for each individual acquisition
     (or a series of related acquisitions) and (y) US$250,000,000 for all
     acquisitions made during such period.

          "PERMITTED ENCUMBRANCES" means (i) those liens, encumbrances and other
matters affecting title to any Mortgaged Property listed in the Mortgage
Policies in respect thereof and found, on the date of delivery of such Mortgage
Policies to the relevant Collateral Agent in accordance with the terms hereof,
reasonably acceptable by the relevant Collateral Agent, (ii) zoning, building
codes, land-use and other similar Laws and municipal ordinances which are not
violated in any material respect by the existing improvements and the present
use by the mortgagor of the Premises (as defined in the respective Mortgage) and
other immaterial encumbrances not impairing the use of the Premises (as defined
in the respective Mortgage), and (iii) such other items to which the relevant
Collateral Agent may consent (such consent not to be unreasonably withheld,
delayed or conditioned).

          "PERMITTED HOLDERS" means (i) Mr. Jean Coutu, (ii) the spouse,
children or other lineal descendants (whether adoptive or biological) of
Mr. Jean Coutu, (iii) any revocable or irrevocable intervivos or testamentary
trust or the probate estate of any individual named in CLAUSES (i) and (ii)
above, so long as one or more of the foregoing individuals named in CLAUSES (i)
and (ii) above is principal beneficiary of such trust or probate estate, and
(iv) any Person all of the Equity Interests of which are held, directly or
indirectly, by or for the benefit of, one or more of the foregoing individuals
or trusts specified in CLAUSES (i) through (iii) above.

          "PERMITTED LIENS" has the meaning set forth in SECTION 7.02.

          "PERMITTED SECURITIZATION TRANSACTION" means any transaction or series
of transactions that qualify for off-balance sheet treatment in accordance with
SFAS 140 or other applicable accounting pronouncements, pursuant to which (i)
the Parent Borrower of any of its Subsidiaries may sell, contribute, convey or
otherwise transfer to a Securitization Entity and (ii) a Securitization Entity
may sell, contribute, convey or otherwise transfer to any other Person, or may
grant a security interest in, any accounts receivable or chattel paper (whether
now existing or arising in the future) of the Parent Borrower of any

                                      -36-


of its Subsidiaries, and any assets directly related thereto, including, without
limitation, all collateral securing such accounts receivable, and other assets
(including contract rights and all guarantees or other obligations in respect of
such accounts receivable or chattel paper, proceeds of such accounts receivable
or chattel paper and other assets which are customarily transferred or in
respect of which security interests are customarily granted in connection with
asset securitization transactions involving accounts receivable or chattel
paper).

          "PERSON" means an individual, a corporation, a partnership, an
association, a limited liability company, a trust or an unincorporated
association or any other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.

          "PLAN" means an employee pension benefit plan which is covered by
Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code maintained by or contributed to by any Group Company or any ERISA
Affiliate including a Multiemployer Plan.

          "PLEDGE AGREEMENT" means the Pledge Agreement, substantially in the
form of EXHIBIT F-3 hereto, dated as of the date hereof among the Parent
Borrower, the Subsidiary Guarantors parties thereto and the U.S. Collateral
Agent, as the same may be amended, supplemented or modified from time to time.

          "PLEDGED COLLATERAL" has the meaning set forth in the Pledge
Agreement.

          "PPSA SECURITY AGREEMENT" means the PPSA Security Agreement,
substantially in the form of EXHIBIT F-6 hereto, dated as of the date hereof
among the Credit Parties party thereto and the Canadian Collateral Agent as the
same may be amended, modified or supplemented from time to time.

          "PRE-COMMITMENT INFORMATION" means, taken as an entirety, (i)
information with respect to the Borrowers and their Subsidiaries contained in
the Confidential Information Memorandum dated June 28, 2004 and (ii) any other
written information in respect of the Parent Borrower, any Subsidiary of the
Parent Borrower or the Acquisition provided to any Agent or Lender by or on
behalf of the Parent Borrower prior to the Closing Date, as such information may
have been amended, restated, supplemented or otherwise modified by the Borrowers
prior to the date of this Agreement.

          "PREFERRED STOCK" means, as applied to the Equity Interests of a
Person, Equity Interests of any class or classes (however designated) which is
preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over the Equity Interests of any other class of such
Person.

          "PRIME RATE" means for any day (A) in the case of the Term B Loans,
the variable rate of interest PER ANNUM publicly announced by the Term B
Administrative Agent from time to time as its Prime Rate for U.S. Dollars loaned
in the United States, (B) in the case of the U.S. Revolving Loans and the U.S.
Swingline Loans, the variable rate of interest PER ANNUM publicly announced by
the Canadian Administrative Agent from time to time as its Prime Rate for U.S.
Dollars loaned in the United States, and (C) in the case of the Term A Loans,
the Canadian Revolving Loans and the Canadian Swingline Loans, the variable rate
of interest PER ANNUM publicly announced by the Canadian Administrative Agent
from time to time as the corporate base rate of interest then in effect for
determining interest rates on U.S. Dollar-denominated commercial loans made by
it in Canada, and sometimes referred to by it as its "U.S. corporate base rate".
It is a rate set by the relevant Administrative Agent based upon a variety of
factors, including such Administrative Agent's costs and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above or below such announced rate.
Any change in the interest rate resulting from a change in the Prime Rate shall
take effect at the opening of business on the day specified in the public
announcement of such change.

                                      -37-


          "PRINCIPAL AMORTIZATION PAYMENT" means a scheduled principal payment
on the Term A Loans pursuant to SECTION 2.09(b) or on the Term B Loans pursuant
to SECTION 2.09(c).

          "PRINCIPAL AMORTIZATION PAYMENT DATE" means (i) in the case of the
Term A Loans (A) the last Business Day of each calendar quarter, commencing with
the first such date occurring at least 90 days after the Closing Date and ending
prior to the Term A Maturity Date and (B) the Term A Maturity Date, and (ii) in
the case of the Term B Loans, (A) the last Business Day of each calendar
quarter, commencing with the first such date occurring at least 90 days after
the Closing Date and ending prior to the Term B Maturity Date, and (B) the Term
B Maturity Date.

          "PRO-FORMA BASIS" means, for purposes of calculating compliance of any
transaction with any provision hereof, that the transaction in question shall be
deemed to have occurred as of the first day of the most recent period of four
consecutive fiscal quarters (or, for purposes of calculating Fixed Charge
Coverage Ratio for the fiscal quarter ended on February 28, 2005, six
consecutive months, or, for purposes of calculating Fixed Charge Coverage Ratio
for the fiscal quarter ended on May 31, 2005, nine consecutive months) of the
Parent Borrower which precedes or ends on the date of such transaction and with
respect to which the Administrative Agents have received the financial
information for the Parent Borrower and its Consolidated Subsidiaries required
under SECTION 6.01(a) or (b), as applicable, and the certificate required by
SECTION 6.01(c) for such period. As used in this definition, "transaction" means
(i) any incurrence or assumption by a Group Company of Debt under SECTION 7.01
or Attributable Debt in respect of a Sale/Leaseback Transaction under SECTION
7.13, (ii) any merger or consolidation referred to in SECTION 7.04, (iii) any
Permitted Business Acquisition, (iv) any Restricted Payment referred to in
SECTION 7.07(iv) or (v) any computation of Consolidated EBITDA under the
circumstances contemplated by the second sentence of the definition thereof. In
connection with any calculation of the financial covenants set forth in SECTION
7.19 upon giving effect to a transaction on a "Pro-Forma Basis", (i) any Debt
incurred by the Parent Borrower or any of its Subsidiaries in connection with
such transaction (or any other transaction which occurred during the relevant
four fiscal quarter period) shall be deemed to have been incurred (and the
proceeds thereof applied) as of the first day of the relevant four
fiscal-quarter period, (ii) if such Debt has a floating or formula rate, then
the rate of interest for such Debt for the applicable period for purposes of the
calculations contemplated by this definition shall be determined by utilizing
the rate which is or would be in effect with respect to such Debt as at the
relevant date of such calculations and (iii) income statement items (whether
positive or negative) attributable to all property acquired in such transaction
or to the Investment comprising such transaction, as applicable, shall be
included as if such transaction has occurred as of the first day of the relevant
four-fiscal-quarter period, without giving effect to cost savings, and (iv) such
other factually supportable and identifiable pro-forma adjustments which would
be permitted or required by Regulations S-K and S-X under the Securities Act
shall be taken into account.

          "PRO-FORMA COMPLIANCE CERTIFICATE" means a certificate of the chief
financial officer or chief accounting officer of the Parent Borrower delivered
to the Administrative Agents in connection with any "transaction" as defined in
the definition of "Pro-Forma Basis" above and containing reasonably detailed
calculations (with pro-forma adjustments reasonably satisfactory to the
Administrative Agents), upon giving effect to the applicable transaction on a
Pro-Forma Basis, of the Fixed Charge Coverage Ratio and the Leverage Ratio as of
the last day of the most recent period of four consecutive fiscal quarters of
the Parent Borrower which precedes or ends on the date of the applicable
transaction and with respect to which the Administrative Agents shall have
received the consolidated financial information for the Parent Borrower and its
Consolidated Subsidiaries required under SECTION 6.01(a) or (b), as applicable,
and the certificate required by SECTION 6.01(c) for such period.

          "PROPCO" means any of PJC Special Realty Holdings, Inc., PJC
Arlington Realty LLC, PJC Dorchester Realty LLC, PJC Essex Realty LLC, PJC
Haverhill Realty LLC, PJC Hyde Park Realty

                                      -38-


LLC, PJC Manchester Realty LLC, PJC Mansfield Realty LLC, PJC New London Realty
LLC, PJC Norwich Realty LLC, PJC Peterborough Realty LLC, PJC Providence Realty
LLC, PJC Revere Realty LLC, PJC Lease Holdings, Inc., PJC of East Providence,
Inc., or PJC of Rhode Island, Inc. and "PROPCOS" means one or more of them.

          "PURCHASE MONEY DEBT" means Debt of the Parent Borrower or any of its
Subsidiaries incurred for the purpose of financing all or any part of the
purchase price or cost of construction or improvement of property used in the
business of the Parent Borrower or such Subsidiary; PROVIDED that such Debt is
incurred within 90 days after such property is acquired or, in the case of
improvements, constructed.

          "PURCHASE MONEY NOTE" means a promissory note of a Securitization
Entity evidencing a line of credit, which may be irrevocable, from the Parent
Borrower or any Subsidiary in connection with a Permitted Securitization
Transaction permitted by SECTION 7.05(xiii) to a Securitization Entity, which
note is repayable from cash available to such Securitization Entity, other than
amounts required to be established as reserves pursuant to contractual
arrangements with entities that are not Affiliates entered into as part of such
Permitted Securitization Transaction, amounts paid to investors in respect of
interest, principal and other amounts owing to such investors and amounts paid
in connection with the purchase of newly generated accounts receivable.

          "QUALIFIED CAPITAL STOCK" means common stock of the Parent Borrower.

          "QUALIFYING EQUITY ISSUANCE" means (i) the offer and sale of
subscription proceeds, each representing the right to receive one Class A
Subordinate Voting Share of the Parent Borrower, for aggregate gross proceeds of
C$581,957,500, the Net Cash Proceeds of which are used to fund the Transactions,
(ii) any issuance of Equity Interests of the Parent Borrower to management and
officers of any Group Company; PROVIDED that any such issuance is made in the
ordinary course of business in accordance with the relevant stock option plan or
employee stock ownership plan approved by the Parent Borrower's board of
directors and maintained by the Parent Borrower from time to time and (iii) any
issuance of Equity Interests of the parent Borrower the Net Cash Proceeds of
which are used, substantially concurrently with such issuance, to fund
Investments permitted by SECTION 7.06.

          "QUEBEC HYPOTHEC" means the Quebec Hypothec, substantially in the form
of EXHIBIT F-7 hereto, dated as of July 22, 2004, among the Credit Parties party
thereto and the Canadian Collateral Agent, as the same may be amended, modified
or supplemented from time to time.

          "REAL PROPERTY" means, with respect to any Person, all of the right,
title and interest of such Person in and to land, improvements and fixtures,
including Leaseholds.

          "RECORDED LEASEHOLD INTEREST" means a Leased Mortgaged Property with
respect to which a Recorded Document has been recorded in all places necessary
or desirable, in the reasonable judgment of the Lead Arrangers, to give
constructive notice of such Leased Mortgaged Property to third-party purchasers
and encumbrancers of the affected real property. For purposes of this
definition, the term "RECORDED DOCUMENT" means, with respect to any Leased
Mortgaged Property, (i) the lease evidencing such Leased Mortgaged Property or a
memorandum thereof, executed and acknowledged by the owner of the affected real
property, as lessor, or (ii) if such Leased Mortgaged Property was acquired or
subleased from the holder of a Recorded Leasehold Interest, the applicable
assignment or sublease document, executed and acknowledged by such holder, in
each case in form and sufficient to give such constructive notice upon
recordation and otherwise in form reasonably satisfactory to the Lead Arrangers.

                                      -39-


          "REFINANCED AGREEMENTS" means those instruments, documents and
agreements listed on SCHEDULE 1.01C.

          "REFINANCING DEBT" has the meaning set forth in SECTION 7.01(vi).

          "REFUNDED SWINGLINE LOAN" has the meaning set forth in SECTION
2.01(d)(iv).

          "REGISTER" has the meaning set forth in SECTION 10.06(d).

          "REGULATION D, O, T, U OR X" means Regulation D, 0, T, U or X,
respectively, of the Board of Governors of the Federal Reserve System as
amended, or any successor regulation.

          "REINVESTMENT FUNDS" means, with respect to any Net Cash Proceeds of
an Asset Disposition, that portion of the funds as shall be reinvested in
accordance with SECTION 2.10 (c)(i)(A),(B) and (C), and with respect to any
Insurance Proceeds or any Condemnation Award, that portion of such funds as
shall be reinvested in accordance with SECTION 2.10 (c)(ii)(A),(B) and (C).

          "REPLACEMENT DATE" has the meaning set forth in SECTION 2.11(c).

          "REPLACEMENT REVOLVER" means one or more revolving credit facilities
of the Borrowers (including any refinancing, replacement or refunding thereof);
PROVIDED that: (i) such revolving credit facilities are entered into on or after
the Revolving Termination Date, (ii) the aggregate U.S. Dollar Amount of
commitments under such revolving credit facilities do not exceed US$350,000,000,
(iii) the covenants, events of default and Guaranty Obligations in respect of
such revolving credit facilities shall be the same (or less restrictive and less
favorable to the lenders thereunder, as determined by the Administrative Agents
in their discretion) as those contained in the Senior Finance Documents, (iv)
such revolving credit facilities shall not have borrowers that are not Borrowers
hereunder or guarantors that do not guarantee the Senior Obligations, (v) Liens
securing such revolving credit facilities shall rank pari passu or junior (as
determined by the Administrative Agents in their reasonable discretion) to the
Liens created by the Collateral Documents, and (vi) at the time of and after
giving effect to the entering into such revolving credit facilities, no Default
or Event of Default shall have occurred and be continuing and the Parent
Borrower shall have delivered to the Administrative Agents a Pro-Forma
Compliance Certificate demonstrating that, upon giving effect to such revolving
credit facilities on a Pro-Forma Basis the Parent Borrower shall be in
compliance with all of the financial covenants set forth in SECTION 7.19 as of
the last day of the most recent period of four consecutive quarters of the
Parent Borrower which precedes or ends on the date of such revolving credit
facilities and with respect to which the Administrative Agents have received the
consolidated financial information required under SECTIONS 6.01(a) and (b) and
the certificate required by SECTIONS 6.01(c).

          "REQUIRED CANADIAN REVOLVING LENDERS" means Lenders whose aggregate
Canadian Revolving Credit Exposure (as hereinafter defined) constitutes more
than 50% of the Canadian Revolving Credit Exposure of all Lenders at such time;
PROVIDED, HOWEVER, that if any Lender shall be a Defaulting Lender at such time
then there shall be excluded from the determination of Required Canadian
Revolving Lenders such Lender and the aggregate principal amount of Canadian
Revolving Credit Exposure of such Lender at such time. For purposes of the
preceding sentence, the term "CANADIAN REVOLVING CREDIT EXPOSURE" as applied to
each Lender shall mean (i) at any time prior to the termination of the Canadian
Revolving Commitments, the Canadian Revolving Commitment Percentage of such
Lender multiplied by the Canadian Revolving Committed Amount, and (ii) at any
time after the termination of the Canadian Revolving Commitments, the sum of (A)
the U.S. Dollar Amount of the outstanding Canadian Revolving Loans of such
Lender, plus (B) the U.S. Dollar Amount of such Lender's Participation Interests
in all

                                      -40-


Canadian LC Obligations and Canadian Swingline Loans, plus (C) the U.S. Dollar
Amount of BA Reimbursement Obligations owing to such Lender.

          "REQUIRED U.S. REVOLVING LENDERS" means Lenders whose aggregate U.S.
Revolving Credit Exposure (as hereinafter defined) constitutes more than 50% of
the U.S. Revolving Credit Exposure of all Lenders at such time; PROVIDED,
HOWEVER, that if any Lender shall be a Defaulting Lender at such time then there
shall be excluded from the determination of Required U.S. Revolving Lenders such
Lender and the aggregate principal amount of U.S. Revolving Credit Exposure of
such Lender at such time. For purposes of the preceding sentence, the term "U.S.
REVOLVING CREDIT EXPOSURE" as applied to each Lender shall mean (i) at any time
prior to the termination of the U.S. Revolving Commitments, the U.S. Revolving
Commitment Percentage of such Lender multiplied by the U.S. Revolving Committed
Amount, and (ii) at any time after the termination of the U.S. Revolving
Commitments, the sum of (A) the principal balance of the outstanding U.S.
Revolving Loans of such Lender plus (B) the U.S. Dollar Amount of such Lender's
Participation Interests in all LC Obligations and Swingline Loans.

          "REQUIRED LENDERS" means Lenders whose aggregate Credit Exposure '(as
hereinafter defined) constitutes more than 50% of the Credit Exposure of all
Lenders at such time; PROVIDED, HOWEVER, that if any Lender shall be a
Defaulting Lender at such time then there shall be excluded from the
determination of Required Lenders such Lender and the aggregate principal amount
of Credit Exposure of such Lender at such time. For purposes of the preceding
sentence, the term "CREDIT EXPOSURE" as applied to each Lender shall mean (i) at
any time prior to the termination of the Commitments, the sum of (A) the U.S.
Revolving Commitment Percentage of such Lender multiplied by the U.S. Revolving
Committed Amount plus (B) the Canadian Revolving Commitment Percentage of such
Lender multiplied by the Canadian Revolving Committed Amount plus (C) the Term A
Commitment Percentage of such Lender multiplied by the U.S. Dollar Amount of the
Term A Loans outstanding at such time plus (D) the Term B Commitment Percentage
of such Lender multiplied by the U.S. Dollar Amount of the Term B Loans
outstanding at such time, and (ii) at any time after the termination of the
Commitments, the sum of (A) the aggregate U.S. Dollar Amount of the outstanding
Loans of such Lender plus (B) the U.S. Dollar Amount of such Lender's
Participation Interests in all LC Obligations and Swingline Loans plus (C) the
U.S. Dollar Amount of the BA Reimbursement Obligations owing to such Lender.

          "RESET DATE" has the meaning set forth in SECTION 1.05.

          "RESPONSIBLE OFFICER" means the chief executive officer, president,
senior vice president, vice president, chief financial officer, treasurer,
assistant treasurer, secretary or clerk, as the case may be, or, with respect to
closing deliveries only, assistant secretary or assistant vice president of a
Credit Party. Any document delivered hereunder that is signed by a Responsible
Officer of a Credit Party shall be conclusively presumed to have been authorized
by all necessary corporate, partnership and/or other action on the part of such
Credit Party and such Responsible Officer shall be conclusively presumed to have
acted on behalf of such Credit Party.

          "RESTRICTED PAVEMENT" means (i) any dividend or other distribution,
direct or indirect, on account of any class of Equity Interests or Equity
Equivalents of any Group Company, now or hereafter outstanding, (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any class of Equity Interests or
Equity Equivalents of any Group Company, now or hereafter outstanding, and (iii)
any payment made to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire any class of Equity Interests or
Equity Equivalents of any Group Company, now or hereafter outstanding.

                                      -41-


          "REVOLVING BORROWING" means a U.S. Revolving Borrowing or a Canadian
Revolving Borrowing, and "REVOLVING BORROWINGS" means any combination of two or
more of them.

          "REVOLVING COMMITMENT" means a U.S. Revolving Commitment or a Canadian
Revolving Commitment, and "REVOLVING COMMITMENTS" means any combination of two
or more of them.

          "REVOLVING COMMITMENT PERCENTAGE" with respect to any Revolving
Lender, means its U.S. Revolving Commitment Percentage or its Canadian Revolving
Commitment Percentage, as the case may be, and "REVOLVING COMMITMENT
PERCENTAGES" means any combination of two or more of them.

          "REVOLVING LENDER" means a U.S. Revolving Lender or a Canadian
Revolving Lender, and "REVOLVING LENDERS" means any two or more of them.

          "REVOLVING LOAN" means a U.S. Revolving Loan or a Canadian Revolving
Loan, and "REVOLVING LOANS" means any two or more of them.

          "REVOLVING OUTSTANDINGS" means, at any date, collectively, the U.S.
Revolving Outstandings and the Canadian Revolving Outstandings, as of such date.

          "REVOLVING TERMINATION DATE" means the fifth anniversary of the
Closing Date (or, if such day is not a Business Day for the relevant currency,
the next preceding Business Day for such currency) or such earlier date upon
which the relevant Revolving Commitments shall have been terminated in their
entirety in accordance with this Agreement.

          "S&P" means Standard & Poor's Ratings Group, a division of McGraw
Hill, Inc., a New York corporation, and its successor or, absent any such
successor, such nationally recognized statistical rating organization as the
Parent Borrower and the Administrative Agents may select.

          "SALE/LEASEBACK TRANSACTION" means any direct or indirect arrangement
with any Person or to which any such Person is a party providing for the leasing
to the Parent Borrower or any of its Subsidiaries of any property, whether owned
by the Parent Borrower or any of its Subsidiaries as of the Closing Date or
later acquired, which has been or is to be sold or transferred by the Parent
Borrower or any of its Subsidiaries to such Person or to any other Person from
whom funds have been, or are to be, advanced by such Person on the security of
such property.

          "SARBANES-OXLEVY ACT" has the meaning set forth in SECTION 5.05(g).

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

          "SECURITIZATION ENTITY" means a Wholly Owned Subsidiary of the Parent
Borrower that engages in no activities other than in connection with the
financing of accounts receivable, chattel paper and related assets and that is
designated by the board of directors of the Parent Borrower (as provided below)
as a Securitization Entity (a) no portion of Debt or any other obligations
(contingent or otherwise) of which (i) is guaranteed by any Credit Party
(excluding guarantees of obligations (other than the principal of, and interest
on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is
recourse to or obligates any Credit Party in any way other than pursuant to
Standard Securitization Undertakings or (iii) subjects any property or assets of
any Credit Party, directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to Standard Securitization
Undertakings, (b) with which no Credit Party has any material contract,
agreement, arrangement or understanding other than on terms no less favorable to
such Credit Party than those that might be obtained

                                      -42-


at the time from persons that are not Affiliates of the Parent Borrower, other
than fees payable in the ordinary course of business in connection with
servicing receivables, chattel paper and related assets of such entity, and (c)
to which no Credit Party (other than such entity) has any obligation to maintain
or preserve such entity's financial condition or cause such entity to achieve
certain levels of operating results. Any such designation by the board of
directors of the Company shall be evidenced to the Administrative Agents by
filing with the Administrative Agents a certified copy of the resolution of the
board of directors of the Parent Borrower giving effect to such designation and
a certificate of a Responsible Officer certifying that such designation complied
with the foregoing conditions.

          "SELLER" means TDI Consolidated Corporation, a Delaware corporation.

          "SENIOR FINANCE DOCUMENTS" means this Agreement, the Notes, the
Guaranty, the Collateral Documents, each Perfection Certificate, the
Intercompany Notes, each Accession Agreement, each Borrowing Subsidiary
Agreement and each LC Document, collectively, and all other related agreements
and documents issued or delivered hereunder or thereunder or pursuant hereto or
thereto, in each case as the same may be amended, modified or supplemented from
time to time.

          "SENIOR NOTE" means any one of the 7.625% Senior Notes Due 2012 issued
by the Parent Borrower in favor of the Senior Noteholders pursuant to the Senior
Note Indenture, as such Senior Notes may be amended, modified or supplemented
from time to time in accordance with the provisions thereof and of this
Agreement, and "SENIOR NOTES" means any two or more of them, collectively.

          "SENIOR NOTE DOCUMENTS" means the Senior Note Indenture, the Purchase
Agreement among the Parent Borrower and the initial Senior Noteholders, in each
case including all exhibits and schedules thereto, and all other agreements,
documents and instruments relating to the Senior Notes, in each case as the same
may be amended, modified or supplemented from time to time in accordance with
the provisions thereof and of this Agreement.

          "SENIOR NOTE INDENTURE" means an Indenture, dated as of the Closing
Date, between the Parent Borrower and The Bank of New York, as trustee, as such
Senior Note Indenture may be amended, modified or supplemented from time to time
in accordance with the provisions thereof and of this Agreement.

          "SENIOR NOTEHOLDER" means any one of the holders from time to time of
the Senior Notes.

          "SENIOR OBLIGATIONS" means with respect to each Credit Party, without
duplication:

               (i)    in the case of each Borrower, all principal of and
     interest (including, without limitation, any interest which accrues after
     the commencement of any bankruptcy or insolvency proceeding with respect
     to, whether or not allowed or allowable as a claim under any bankruptcy or
     insolvency proceeding) on any Loan made to or LC Obligation or BA
     Reimbursement Obligation under, or any Note issued pursuant to, this
     Agreement or any other Senior Finance Document;

               (ii)   all fees, expenses, indemnification obligations, foreign
     currency exchange obligations and other amounts of whatever nature now or
     hereafter payable by such Credit Party (including, without limitation, any
     amounts which accrue after the commencement of any bankruptcy or insolvency
     proceeding with respect to such Credit Party, whether or not allowed or
     allowable as a claim under any bankruptcy or insolvency proceeding)
     pursuant to this Agreement or any other Senior Finance Document;

                                      -43-


               (iii)  all expenses of the Agents as to which one or more of the
     Agents have a right to reimbursement by such Credit Party under SECTION
     10.04 of this Agreement or under any other similar provision of any other
     Senior Finance Document, including, without limitation, any and all sums
     advanced by the Collateral Agents to preserve the Collateral or preserve
     their security interests in the Collateral to the extent permitted under
     any Senior Finance Document or applicable Law;

               (iv)   all amounts paid by any Indemnitee as to which such
     Indemnitee has the right to reimbursement by such Credit Party under
     SECTION 10.05 of this Agreement or under any other similar provision of any
     other Senior Finance Document; and

               (v)    in the case of each Subsidiary Guarantor and each
     Borrower, in its capacity as guarantor under the Guaranty, all amounts now
     or hereafter payable by such Subsidiary Guarantor or such Borrower and all
     other obligations or liabilities now existing or hereafter arising or
     incurred (including, without limitation, any amounts which accrue after the
     commencement of any bankruptcy or insolvency proceeding with respect to
     such Subsidiary Guarantor or such Borrower, whether or not allowed or
     allowable as a claim under any bankruptcy or insolvency proceeding) on the
     part of such Subsidiary Guarantor or such Borrower pursuant to this
     Agreement, any Guaranty or any other Senior Finance Document;

in each case whether now or hereafter due, owing or incurred in any manner,
whether actual or contingent, whether incurred solely or jointly with any other
Person and whether as principal or surety (and including all liabilities in
connection with any notes, bills or other instruments accepted by any Finance
Party in connection therewith), together in each case with all renewals,
modifications, consolidations or extensions thereof.

          "SINKING FUND ACCOUNT" has the meaning set forth in
SECTION 2.10(b)(xiii).

          "SINKING FUND DEPOSITS" has the meaning set forth in
SECTION 2.10(b)(xiii).

          "SOLVENT" means, with respect to any Person as of a particular date,
that on such date (i) such Person is able generally to pay its debts and other
liabilities, contingent obligations and other commitments as they mature in the
normal course of business, (ii) such Person does not intend to, and does not
believe that it will, incur debts beyond such Person's ability to pay as such
debts mature, (iii) such Person is not engaged in a business or a transaction,
and is not about to engage in a business or a transaction, for which such
Person's assets would constitute unreasonably small capital after giving due
consideration to the prevailing practice in the industry in which such Person is
engaged or is to engage, (iv) the fair value (determined in accordance with the
Bankruptcy Code and the interpretive cases thereto) of the assets of such Person
is greater than the total amount of liabilities, including, without limitation,
probable liabilities, of such Person and (v) the present fair value (I.E., the
amount that may be realized within a commercially reasonable time, either
through collection or sale at the regular market value, conceiving the latter as
the amount that could be obtained for the assets in question within such period
by a capable and diligent business person from buyer who is willing to purchase
under ordinary selling conditions) of the assets of such Person will exceed the
amount that will be required to pay the probable liability on such Person's
existing debts as they become absolute and matured. For purposes of this
definition, "debt" means (x) any legal liability whether matured, unmatured,
liquidated or unliquidated, absolute, fixed or contingent, or (y) where a right
gives rise to an equitable remedy, such remedy is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured.

                                      -44-


          "SPV" means each of Jean Coutu Group Holdings (USA), LLC, JCG Holdings
(USA), Inc., 3090671 Nova Scotia Company and 3090672 Nova Scotia Company and
"SPVs" means one or more of them.

          "STANDARD SECURITIZATION UNDERTAKINGS" means representations,
warranties, guarantees, covenants and indemnities entered into by any Credit
Party that are reasonably customary in securitization transaction relating to
accounts receivable, chattel paper and related assets in connection with a
Permitted Securitization Transaction.

          "STANDBY LETTER OF CREDIT" has the meaning set forth in
SECTION 2.05(b).

          "STANDBY LETTER OF CREDIT FEE" has the meaning set forth in
SECTION 2.12(b)(i).

          "SUBORDINATED DEBT" of any Person means (i) the Subordinated Notes
(ii) all other unsecured Debt which (A) the principal of which by its terms is
not required to be repaid, in whole or in part, before at least six months after
the latest of the Revolving Termination Date, the Term A Maturity Date and the
Term B Maturity Date, (B) is subordinated in right of payment to such Person's
indebtedness, obligations and liabilities to the Finance Parties under the
Finance Documents pursuant to payment and subordination provisions reasonably
satisfactory in form and substance to the Administrative Agents, (C) is issued
pursuant to credit documents having covenants, subordination provisions and
events of default that are, on the whole, in no event less favorable, including
with respect to rights of acceleration, to such Person than the terms of the
Subordinated Notes or are otherwise satisfactory in form and substance to the
Administrative Agents, and (D) provides for no guaranties thereof by any Group
Company unless such guaranty is subordinated to the Guaranty on terms
satisfactory to the Administrative Agents.

          "SUBORDINATED NOTE" means any one of the 8.5% Senior Subordinated
Notes Due 2014 issued by the Parent Borrower in favor of the Subordinated
Noteholders pursuant to the Subordinated Note Indenture, as such Subordinated
Notes may be amended, modified or supplemented from time to time in accordance
with the provisions thereof and of this Agreement, and "SUBORDINATED NOTES"
means any two or more of them, collectively.

          "SUBORDINATED NOTE DOCUMENTS" means the Subordinated Note Indenture,
the Purchase Agreement among the Parent Borrower and the initial Subordinated
Noteholders, in each case including all exhibits and schedules thereto, and all
other agreements, documents and instruments relating to the Subordinated Notes,
in each case as the same may be amended, modified or supplemented from time to
time in accordance with the provisions thereof and of this Agreement.

          "SUBORDINATED NOTE INDENTURE" means an Indenture, dated as of the
Closing Date, between the Parent Borrower and Wells Fargo N.A., as trustee, as
such Subordinated Note Indenture may be amended, modified or supplemented from
time to time in accordance with the provisions thereof and of this Agreement.

          "SUBORDINATED NOTEHOLDER" means any one of the holders from time to
time of the Subordinated Notes.

          "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, limited liability company, association or other business entity of
which (i) if a corporation, more than 50% of the total voting power of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a

                                      -45-


partnership, limited liability company, association or business entity other
than a corporation, more than 50% of the partnership or other similar ownership
interests thereof is at the time owned or controlled, directly or indirectly, by
that Person or one or more Subsidiaries of that Person or a combination thereof.
For purposes hereof, a Person or Persons shall be deemed to have more than 50%
ownership interest in a partnership, limited liability company, association or
other business entity if such Person or Persons shall be allocated more than 50%
of partnership, association or other business entity gains or losses or shall be
or control the managing director, manager or a general partner of such
partnership, association or other business entity.

          "SUBSIDIARY BORROWER" means either a U.S. Subsidiary Borrower or a
Canadian Subsidiary Borrower.

          "SUBSIDIARY GUARANTOR" means each U.S. Subsidiary Guarantor and each
other Subsidiary of the Parent Borrower that becomes a party to a Guaranty
guaranteeing the Finance Obligations of the Borrowers on or after the Closing
Date by execution of such Guaranty or an Accession Agreement referring thereto,
and "SUBSIDIARY GUARANTORS" means any two or more of them.

          "SWINGLINE COMMITMENTS" means, collectively, the Canadian Swingline
Commitment and the U.S. Swingline Commitment, and "SWINGLINE COMMITMENT" means
any one of them.

          "SWINGLINE LOAN REQUEST" has the meaning set forth in SECTION 2.02(b).

          "SWINGLINE LOANS" means, collectively, the Canadian Swingline Loan and
the U.S. Swingline Loan, and "SWINGLINE LOAN" means any one of them.

          "SWINGLINE LENDERS" means, collectively, the Canadian Swingline Lender
and the U.S. Swingline Lender, and "SWINGLINE LENDER" means any one of them.

          "SYNDICATION DATE" means the earlier of (i) the date which is 60 days
after the Closing Date and (ii) the date on which the Co-Syndication Agents
determine in their sole discretion (and notify the Parent Borrower) that the
primary syndication (and the resulting addition of Lenders pursuant to SECTION
10.06(b)) has been completed.

          "SYNTHETIC LEASE OBLIGATION" means the monetary obligation of a Person
under (i) a so-called synthetic, off-balance sheet or tax retention lease or
(ii) an agreement for the use or possession of property creating obligations
that do not appear on the balance sheet of such Person but which, upon the
insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).

          "TARGET" means Eckerd Corporation, a Delaware corporation, Thrift Drug
Inc., a Delaware corporation and Genovese Drug Stores, Inc., a Delaware
corporation, and their respective successors.

          "TAXES" has the meaning set forth in SECTION 3.01(a).

          "TERM A BORROWING" means a Borrowing comprised of Term A Loans and
identified as such in the Notice of Borrowing with respect thereto.

          "TERM A COMMITMENT" means, with respect to any Lender, the commitment
of such Lender to make a Term A Loan on the Closing Date in a principal amount
equal to such Lender's Term A Commitment Percentage of the Term A Committed
Amount.

                                      -46-


          "TERM A COMMITMENT PERCENTAGE" means, for each Lender, the percentage
identified as its Term A Commitment Percentage on SCHEDULE 1.01A, as such
percentage may be (i) reduced pursuant to SECTION 2.11(b) and (ii) modified in
connection with any Assignment and Acceptance made in accordance with the
provisions of SECTION 10.06(b).

          "TERM A COMMITTED AMOUNT" means US$250,000,000.

          "TERM A LENDER" means each Lender identified on SCHEDULE 1.01A as
having a Term A Commitment and each Eligible Assignee which acquires a Term A
Loan pursuant to SECTION 10.06(b) and their respective successors.

          "TERM A LOAN" means a Loan made to the Parent Borrower under
SECTION 2.01(b).

          "TERM A MATURITY DATE" means the fifth anniversary of the Closing Date
(or if such day is not a Business Day, the next preceding Business Day).

          "TERM B ADMINISTRATIVE AGENT" means Deutsche Bank Trust Company
Americas, in its capacity as administrative agent for the Term B Lenders
hereunder and under the other Senior Finance Documents, and its successor or
successors in such capacity.

          "TERM B ADMINISTRATIVE AGENT'S OFFICE" means (i) for credit notices,
the office of the Term B Administrative Agent located at 60 Wall Street, New
York, New York 10005, Attention: Mary Kay Coyle, Telephone No.: (212)250-6039
and Telecopier No.: (212) 797-5690, and (ii) for operational notices, the office
of the Term B Administrative Agent located at 90 Hudson Street, 5th Floor,
Jersey City, New Jersey 07302, Attention: James T. Cullen, Telephone No.:
(201)593-2180, and Telecopier No.: (201) 593-2308, or such other office or
Person as the Term B Administrative Agent may hereafter designate in writing as
such to the other parties hereto.

          "TERM B ADMINISTRATIVE AGENT'S BRANCH" means the branch of the Term B
Administrative Agent located at 60 Wall Street, New York, New York 10005, or
such other branch as the Term B Administrative Agent may specify from time to
time.

          "TERM B BORROWING" means a Borrowing comprised of Term B Loans and
identified as such in the Notice of Borrowing with respect thereto.

          "TERM B COMMITMENT" means, with respect to any Lender, the commitment
of such Lender to make a Term B Loan on the Closing Date in a principal amount
equal to such Lender's Term B Commitment Percentage of the Term B Committed
Amount.

          "TERM B COMMITMENT PERCENTAGE" means, for each Lender, the percentage
identified as its Term B Commitment Percentage on SCHEDULE 1.01A, as such
percentage may be (i) reduced pursuant to SECTION 2.11(b) and (ii) modified in
connection with any assignment made in accordance with the provisions of
SECTION 10.06(b).

          "TERM B COMMITTED AMOUNT" means US$1,100,000,000.

          "TERM B LENDER" means each Lender identified on SCHEDULE 1.01A as
having a Term B Commitment and each Eligible Assignee which acquires a Term B
Loan pursuant to SECTION 10.06(b) and their respective successors.

          "TERM B LOAN" means a Loan made to the Parent Borrower under
SECTION 2.0(c).

                                      -47-


          "TERM B MATURITY DATE" means the seventh anniversary of the Closing
Date (or if such day is not a Business Day, the next preceding Business Day).

          "TERM B NOTE" means a promissory note, substantially in the form of
EXHIBIT B-4 hereto, evidencing the obligation of the Parent Borrower to repay
outstanding Term B Loans, as such note may be amended, modified or supplemented
from time to time.

          "TERM LOAN" means a Term A Loan or a Term B Loan, and "TERM LOANS"
means any two or more of them, collectively.

          "TITLE INSURANCE COMPANY" has the meaning set forth in
SECTION 4.01(j).

          "TRADE LETTER OF CREDIT" has the meaning set forth in SECTION 2.05(b).

          "TRADE LETTER OF CREDIT FEE" has the meaning set forth in
SECTION 2.12(b)(ii).

          "TRANSACTION" means the events contemplated by the Transaction
Documents.

          "TRANSACTION DOCUMENTS" means the Acquisition Documents, the documents
relating to the transactions described on SCHEDULE 7.12, the Senior Note
Documents, the Subordinated Note Documents and the Finance Documents,
collectively, and "TRANSACTION DOCUMENT" means any one of them.

          "TYPE" has the meaning set forth in SECTION 1.04.

          "UNFUNDED LIABILITIES" means with respect to each Plan other than a
Multiemployer Plan, the amount (if any) by which the present value of all
nonforfeitable benefits under each Plan exceeds the current value of such Plan's
assets allocable to such benefits, all determined in accordance with the
respective most recent valuations for such Plan using applicable PBGC plan
termination actuarial assumptions used in the preparation of such most recent
valuation (the terms "present value" and "current value" shall have the same
meanings specified in Section 3 of ERISA).

          "UNITED STATES" means the United States of America, including each of
the States and the District of Columbia, but excluding its territories and
possessions.

          "UNUSED CANADIAN REVOLVING COMMITMENT AMOUNT" means, for any period,
the amount by which (i) the then applicable Canadian Revolving Committed Amount
exceeds (ii) the daily average sum for such period of the Canadian Revolving
Outstandings.

          "UNUSED U.S. REVOLVING COMMITMENT AMOUNT" means, for any period, the
amount by which (i) the then applicable U.S. Revolving Committed Amount exceeds
(ii) the daily average sum for such period of the U.S. Revolving Outstandings.

          "U.S. BORROWER" means The Jean Coutu Group (PJC) USA, Inc., a Delaware
corporation, and its successors.

          "U.S. BORROWER'S ACCOUNT" means (A) in relation to U.S. Revolving
Loans and U.S. Letters of Credit, the U.S. Dollar account bearing account number
602250-001 established at the Canadian Administrative Agent's Branch, or such
other account at the Canadian Administrative Agent's Branch as the Canadian
Administrative Agent may specify from time to time and (B) in relation to U.S.
Swingline Loans, the U.S. Dollar account established at the U.S. Swingline
Lender's Branch, or such

                                      -48-


other account at the U.S. Swingline Lender's Branch as the U.S. Swingline Lender
may specify from time to time.

          "U.S. COLLATERAL AGENT" means Deutsche Bank Trust Company Americas, in
its capacity as collateral agent for the Finance Parties under the U.S.
Collateral Documents, and its successor or successors in such capacity.

          "U.S. COLLATERAL DOCUMENTS" means the U.S. Security Agreement, the
Pledge Agreement, the U.S. Mortgages and the U.S. Depositary Bank Agreements.

          "U.S. DEPOSITARY BANK AGREEMENT" means an agreement between a Credit
Party and any bank or other depositary institution, substantially in the form of
EXHIBIT D to the U.S. Security Agreement, as the same may be amended, modified
or supplemented from time to time.

          "U.S. DOLLAR AMOUNT" means on any date:

               (i)    with respect to U.S. Dollar-Denominated Loans, the
     aggregate outstanding principal amount thereof after giving effect to any
     Borrowings, conversions, continuations and prepayments or repayments of
     such Loans occurring on such date;

               (ii)   with respect to C$ Prime Loans, the U.S. Dollar Equivalent
     of the aggregate outstanding principal amount thereof after giving effect
     to any Borrowings, continuations, prepayments or repayments of any such
     Loans occurring on such date;

               (iii)  with respect to U.S. LC Obligations in respect of U.S.
     Letters of Credit or Canadian LC Obligations in respect of Canadian Letters
     of Credit denominated in U.S. Dollars, the aggregate amount of such U.S. LC
     Obligations or such Canadian LC Obligations, after giving effect to any
     changes in the aggregate amount of such U.S. LC Obligations or such
     Canadian LC Obligations, as of such date;

               (iv)   with respect to Canadian LC Obligations in respect of
     Canadian Letters of Credit denominated in Canadian Dollars, the U.S. Dollar
     Equivalent of the aggregate amount of such Canadian LC Obligations after
     giving effect to any changes in the aggregate amount of such Canadian LC
     Obligations on such date;

               (v)    with respect to LC Obligations in respect of U.S. Foreign
     Currency Letters of Credit or Canadian Foreign Currency Letters of Credit,
     the U.S. Dollar Equivalent of the aggregate amount of such LC Obligations
     after giving effect to any changes in the aggregate amount of such LC
     Obligations on such date; and

               (vi)   with respect to Bankers' Acceptances, the U.S. Dollar
     Equivalent of the aggregate outstanding face amount thereof after giving
     effect to any issuances, acceptances, purchases or reimbursements of
     Bankers' Acceptances occurring on such date.

          "U.S. DOLLAR-DENOMINATED LOAN" means any Loan that is made in U.S.
Dollars in accordance with the applicable Notice of Borrowing.

          "U.S. DOLLAR EQUIVALENT" means, on any date of determination with
respect to any Loan, any LC Obligation, any Bankers' Acceptance, any Commitment
or any other amount determined in a currency other than U.S. Dollars, the
equivalent of such amount in U.S. Dollars determined by the relevant
Administrative Agent pursuant to SECTION 1.05 using the applicable Exchange
Rate.

                                      -49-


          "U.S. DOLLARS" and the sign "US$" means lawful money of the United
States of America.

          "U.S. FOREIGN CURRENCY LC COMMITTED AMOUNT" has the meaning set forth
in SECTION 2.05(b).

          "U.S. FOREIGN CURRENCY LC EXPOSURE" means at any time, the sum of (i)
the U.S. Dollar Amount of the aggregate undrawn and unexpired amount of all
outstanding U.S. Foreign Currency Letters of Credit at such time plus (ii) the
U.S. Dollar Amount of the aggregate amount of U.S. LC Disbursements in respect
of U.S. Foreign Currency Letters of Credit that have not been reimbursed at such
time.

          "U.S. FOREIGN CURRENCY LETTER OF CREDIT" means a U.S. Letter of Credit
denominated in an Agreed Foreign Currency.

          "U.S. GAAP" means, at any time, generally accepted accounting
principles as then in effect in the United States, applied on a basis consistent
(except for changes with which the Parent Borrower's independent public
accountants have concurred) with the most recent audited consolidated financial
statements of the Parent Borrower and its Consolidated Subsidiaries previously
delivered to the Lenders.

          "U.S. ISSUING LENDER" means in the case of U.S. Letters of Credit, (i)
National Bank of Canada (or any of its Affiliates), in its capacity as an
issuing lender and its successor or successors in such capacity, (ii) each
Person listed on SCHEDULE 2.05 hereto as the issuer of an Existing U.S. Letter
of Credit, and (iii) any other U.S. Revolving Lender which the U.S. Borrower
shall have designated as an "Issuing Lender" by notice to and acceptance of the
Canadian Administrative Agent.

          "U.S. JOINT LEAD ARRANGERS" means Deutsche Bank Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and National Bank Financial
Inc. in their respective capacities as joint lead arrangers in connection with
the U.S. Revolving Loans and the Term B Loans, and "U.S. Joint Lead Arranger"
means any one of them individually.

          "U.S. LC CASH COLLATERAL ACCOUNT" has the meaning set forth in the
U.S. Security Agreement.

          "U.S. LC COMMITMENT" means the commitment of the U.S. Issuing Lender
to issue U.S. Letters of Credit in an aggregate face amount (calculated at the
U.S. Dollar Amount thereof) at any one time outstanding (together with the
aggregate U.S. Dollar Amount of any unreimbursed drawings thereon) of up to the
U.S. LC Committed Amount.

          "U.S. LC COMMITTED AMOUNT" has the meaning set forth in
SECTION 2.05(b).

          "U.S. LC DISBURSEMENT" means a payment or disbursement made by a U.S.
Issuing Lender pursuant to a U.S. Letter of Credit.

          "U.S. LC DOCUMENTS" means, with respect to any U.S. Letter of Credit,
such U.S. Letter of Credit, any amendments thereto, any documents delivered in
connection therewith, any application therefor and any agreements, instruments,
guaranties or other documents (whether general in application or applicable only
to such U.S. Letter of Credit) governing or providing for (i) the rights and
obligations of the parties concerned or at risk or (ii) any collateral security
for such obligations.

                                      -50-


          "U.S. LC OBLIGATIONS" means at any time, the sum of (i) the maximum
U.S. Dollar Amount which is, or at any time thereafter may become, available to
be drawn under U.S. Letters of Credit then outstanding, assuming compliance with
all requirements for drawings referred to in such U.S. Letters of Credit plus
(ii) the aggregate U.S. Dollar Amount of all U.S. LC Disbursements not yet
reimbursed by the relevant Borrower as provided in SECTION 2.05(h) to the U.S.
Issuing Lender in respect of drawings under U.S. Letters of Credit, including
any portion of any such obligation to which a Lender has become subrogated
pursuant to SECTION 2.05(i).

          "U.S. LEASED MORTGAGED PROPERTY" and "U.S. LEASED MORTGAGED
PROPERTIES" have the respective meanings set forth in SECTION 4.01(j).

          "U.S. LETTER OF CREDIT" means an Existing U.S. Letter of Credit or an
Additional U.S. Letter of Credit, and "U.S. LETTERS OF CREDIT" means any
combination of the foregoing.

          "U.S. MORTGAGE" means (i) in the case of owned real property
interests, a mortgage or deed of trust, substantially in the form of, or
otherwise substantially identical in substance to, the provisions of EXHIBIT F-4
hereto, among any Credit Party, the U.S. Collateral Agent and one or more
trustees, as the same may be amended, modified or supplemented from time to
time, or (ii) in the case of Leaseholds, a leasehold mortgage or leasehold deed
of trust, substantially in the form of, or otherwise substantially identical in
substance to, the provisions of, EXHIBIT F-5 hereto, among any Credit Party, the
U.S. Collateral Agent and one or more trustees, as the same may be amended,
modified or supplemented from time to time.

          "U.S. OWNED MORTGAGED PROPERTY" and "U.S. OWNED MORTGAGED PROPERTIES"
have the respective meanings set forth in SECTION 4.01(j).

          "U.S. PATRIOT ACT" means the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (Title III of Pub. L. 107-56 (signed into Law October 26, 2001)), as the
same may be amended, supplemented, modified, replaced or otherwise in effect
from time to time.

          "U.S. REVOLVING BORROWING" means a Borrowing comprised of U.S.
Revolving Loans and identified as such in the Notice of Borrowing with respect
thereto.

          "U.S. REVOLVING COMMITMENT" means, with respect to any U.S. Revolving
Lender, the commitment of such U.S. Revolving Lender, in an aggregate principal
amount at any time outstanding of up to such U.S. Revolving Lender's U.S.
Revolving Commitment Percentage of the U.S. Revolving Committed Amount, (i) to
make U.S. Revolving Loans in accordance with the provisions of SECTION
2.01(a)(i), (ii) to purchase Participation Interests in U.S. Swingline Loans in
accordance with the provisions of SECTION 2.01(d) and (iii) to purchase
Participation Interests in U.S. Letters of Credit in accordance with the
provisions of SECTION 2.05(d).

          "U.S. REVOLVING COMMITMENT PERCENTAGE" means, for each U.S. Revolving
Lender, the percentage identified as its U.S. Revolving Commitment Percentage on
SCHEDULE 1.01A hereto, as such percentage may be modified in connection with any
assignment made in accordance with the provisions of SECTION 10.06(b).

          "U.S. REVOLVING COMMITTED AMOUNT" means US$250,000,000 or such lesser
or greater amount to which the U.S. Revolving Committed Amount may be adjusted
pursuant to SECTION 2.11.

                                      -51-


          "U.S. REVOLVING CREDIT EXPOSURE" has the meaning set forth in the
definition of "REQUIRED U.S. REVOLVING LENDERS" contained in this SECTION 1.01.

          "U.S. REVOLVING LENDER" means each Lender identified in SCHEDULE 1.01A
as having a U.S. Revolving Commitment and each Eligible Assignee which acquires
a U.S. Revolving Commitment or U.S. Revolving Loan pursuant to SECTION 10.06(b)
and their respective successors.

          "U.S. REVOLVING LOAN" means a Loan made to the U.S. Borrower under
SECTION 2.01(a)(i).

          "U.S. REVOLVING NOTE" means a promissory note, substantially in the
form of EXHIBIT B-1 hereto, evidencing the obligation of the U.S. Borrower to
repay outstanding U.S. Revolving Loans, as such note may be amended,
supplemented, extended, renewed or replaced from time to time.

          "U.S. REVOLVING OUTSTANDINGS" means at any date the aggregate U.S.
Dollar Amount of all outstanding U.S. Revolving Loans and U.S. Swingline Loans
plus the aggregate U.S. Dollar Amount of all U.S. LC Obligations.

          "U.S. SECURITY AGREEMENT" means the U.S. Security Agreement,
substantially in the form of EXHIBIT F-2 hereto, dated as of the date hereof
among the Parent Borrower, the U.S. Borrower, the U.S. Subsidiary Guarantors and
the U.S. Collateral Agent, as the same may be amended, modified or supplemented
from time to time.

          "U.S. SUBSIDIARY" means with respect to any Person each Subsidiary of
such Person which is organized under the laws of the United States or any
political subdivision or territory thereof, and "U.S. SUBSIDIARIES" means any
two or more of them.

          "U.S. SUBSIDIARY BORROWER" means any U.S. Subsidiary of the Parent
Borrower designated as a U.S. Subsidiary Borrower by the Parent Borrower
pursuant to SECTION 2.16 that has not ceased to be a U.S. Subsidiary Borrower
pursuant to such Section.

          "U.S. SUBSIDIARY GUARANTOR" means each Subsidiary of the Parent
Borrower existing on the Closing Date (other than a Canadian Subsidiary or a
Foreign Subsidiary) and each Subsidiary of the Parent Borrower (other than a
Canadian Subsidiary or a Foreign Subsidiary, except to the extent otherwise
provided in SECTION 6.10(d)) that becomes a party to a Guaranty guaranteeing the
obligations of the Borrowers after the Closing Date (by execution of an
Accession Agreement referring to such Guaranty or otherwise), and "U.S.
SUBSIDIARY GUARANTORS" means any two or more of them.

          "U.S. SWINGLINE COMMITMENT" means the agreement of the U.S. Swingline
Lender to make Loans pursuant to SECTION 2.01(d).

          "U.S. SWINGLINE COMMITTED AMOUNT" means US$35,000,000 (or such other
amount not in excess of US$35,000,000 as the U.S. Borrower and the U.S.
Swingline Lender may agree from time to time), as such U.S. Swingline Committed
Amount may be reduced pursuant to SECTION 2.11.

          "U.S. SWINGLINE LENDER" means Bank of America, N.A., in its capacity
as the U.S. Swingline Lender under SECTION 2.01(d), and its successor or
successors in such capacity.

          "U.S. SWINGLINE LENDER'S BRANCH" means a branch of the U.S. Swingline
Lender located in the United States, as the U.S. Swingline Lender may specify
from time to time.

                                      -52-


          "U.S. SWINGLINE LOAN" means a Base Rate Loan made by the U.S.
Swingline Lender pursuant to SECTION 2.01(d), and "U.S. SWINGLINE LOANS" means
any two or more of such Base Rate Loans.

          "U.S. SWINGLINE NOTE" means a promissory note, substantially in the
form of EXHIBIT B-5 hereto, evidencing the obligation of the U.S. Borrower to
repay outstanding U.S. Swingline Loans, as such note may be amended, modified,
supplemented, extended, renewed or replaced from time to time.

          "U.S. SWINGLINE TERMINATION DATE" means the earlier of (i) the fifth
Business Day prior to the Revolving Termination Date (or, if such day is not a
Business Day, the next preceding Business Day) or such earlier date upon which
the U.S. Revolving Commitments shall have been terminated in their entirety in
accordance with this Agreement and (ii) the date on which the U.S. Swingline
Commitment is terminated in its entirety in accordance with this Agreement.

          "WELFARE PLAN" means a "welfare plan" as such term is defined in
SECTION 3(1) of ERISA.

          "WHOLLY-OWNED CANADIAN SUBSIDIARY" means, with respect to any Person
at any date, any Wholly-Owned Subsidiary of such Person that is a Canadian
Subsidiary.

          "WHOLLY-OWNED FOREIGN SUBSIDIARY" means, with respect to any Person at
any date, any Wholly-Owned Subsidiary of such Person that is a Foreign
Subsidiary.

          "WHOLLY-OWNED SUBSIDIARY" means, with respect to any Person at any
date, any Subsidiary of such Person, all of the shares of capital stock or other
ownership interests of which (except (x) directors' qualifying shares and (y)
Equity Interests or other ownership interests of a Securitization Entity issued
to a Person other than the Parent Borrower or a Wholly Owned Subsidiary of the
Parent Borrower in connection with a Permitted Securitization Transaction for
the purpose of establishing independence and not in order to provide substantive
economic or controlling voting interests to such Person) are at the time
directly or indirectly owned by such Person.

          "WHOLLY-OWNED U.S. SUBSIDIARY" means, with respect to any Person at
any date, any Wholly-Owned Subsidiary of such Person that is a U.S. Subsidiary.

          SECTION 1.02 COMPUTATION OF TIME PERIODS AND OTHER DEFINITIONAL
PROVISIONS. For purposes of computation of periods of time hereunder, the word
"from" means "from and including" and the words "to" and "until" each mean "to
but excluding". All references to time herein shall be references to Eastern
Standard time or Eastern Daylight time, as the case may be, unless specified
otherwise. References in this Agreement to Articles, Sections, Schedules,
Appendices or Exhibits shall be to Articles, Sections, Schedules, Appendices or
Exhibits of or to this Agreement unless otherwise specifically provided. The
definitions in SECTION 1.01 shall apply equally to both the singular and plural
forms of the terms defined.

          SECTION 1.03 ACCOUNTING TERMS AND DETERMINATIONS. Except as otherwise
expressly provided herein, all accounting terms used herein shall be
interpreted, and all financial statements and certificates and reports as to
financial matters required to be delivered to the Lenders hereunder shall be
prepared in accordance with GAAP applied on a consistent basis; PROVIDED that,
the delivery by the Parent Borrower of financial statements in accordance with
GAAP shall be accompanied by reconciliation with U.S. GAAP reasonably
satisfactory to the Administrative Agents in order to satisfy the requirements
of this sentence and any other provision of this Agreement requiring the
delivery of financial statements in accordance with GAAP. All financial
statements delivered to the Lenders hereunder shall be accompanied by a
statement from the Parent Borrower that GAAP has not changed since the most
recent

                                      -53-


financial statements delivered by the Parent Borrower to the Lenders or if GAAP
has changed describing such changes in detail and explaining how such changes
affect the financial statements. All calculations made for the purposes of
determining compliance with this Agreement shall (except as otherwise expressly
provided herein) be made by application of GAAP applied on a basis consistent
with the most recent annual or quarterly financial statements delivered pursuant
to SECTION 6.01 (or, prior to the delivery of the first financial statements
pursuant to SECTION 6.01, consistent with the financial statements described in
SECTION 5.05(a) (but without giving effect to any deviations from GAAP disclosed
therein);); PROVIDED, HOWEVER, if (i) the Parent Borrower shall object to
determining such compliance on such basis at the time of delivery of such
financial statements due to any change in GAAP or the rules promulgated with
respect thereto or (ii) any of the Administrative Agents or the Required Lenders
shall so object in writing within 60 days after delivery of such financial
statements (or after the Lenders have been informed of the change in GAAP
affecting such financial statements, if later), then such calculations shall be
made on a basis consistent with the most recent financial statements delivered
by the Parent Borrower to the Lenders as to which no such objection shall have
been made. If any determination hereunder is required by the terms hereof to be
made for a period of four consecutive fiscal quarters at a time at which fewer
than four full fiscal quarters have elapsed since the Closing Date, such
determination shall (except as otherwise expressly provided herein) be made for
the period elapsed from the Closing Date through the most recent fiscal quarter
then ended (annualized on a simple arithmetic basis, if such determination is to
be used in a ratio with a balance sheet item). Any financial ratios required to
be maintained by any Group Company pursuant to this Agreement shall be
calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such
ratio is expressed herein and rounding the result up or down to the nearest
number (with a rounding-up if there is no nearest number).

          SECTION 1.04 CLASSES AND TYPES OF BORROWINGS. The term "BORROWING"
denotes the aggregation of Loans of one or more Lenders made to a Borrower
pursuant to ARTICLE II on the same date, all of which Loans are of the same
Class, Type and currency (subject to ARTICLE III) and, in the case of Eurodollar
Loans, have the same initial Interest Period. Loans hereunder are distinguished
by "Class" and "Type". The "CLASS" of a Loan (or of a Commitment to make such a
Loan or of a Borrowing comprised of such Loans) refers to whether such Loan is a
U.S. Revolving Loan, a Canadian Revolving Loan, a Term A Loan or a Term B Loan.
The "TYPE" of a Loan or any other Credit Extension refers to whether such Loan
or such other Credit Extension is a Eurodollar Loan, a C$ Prime Loan, a Bankers'
Acceptance or a Base Rate Loan. Identification of a Loan (or a Borrowing) by
both Class and Type (e.g., a "Term A Eurodollar Loan") indicates that such Loan
is a Loan of both such Class and such Type (e.g., both a Term A Loan and a
Eurodollar Loan) or that such Borrowing is comprised of such Loans.

          SECTION 1.05 EXCHANGE RATES. On each Currency Calculation Date, the
Canadian Administrative Agent shall determine the applicable Exchange Rates as
of such Currency Calculation Date used for calculating relevant U.S. Dollar
Equivalents or Canadian Dollar Equivalents. The Exchange Rates so determined
shall become effective on the relevant Currency Calculation Date (a "RESET
DATE"), shall remain effective until the next succeeding Reset Date and shall
for all purposes of this Agreement (other than provisions expressly requiring
the use of a current Exchange Rate) be the Exchange Rates employed in converting
any amounts between U.S. Dollars, Canadian Dollars and Agreed Foreign Currency.
Whenever in this Agreement in connection with a Borrowing, conversion or
continuation of a Loan, the issuance or extension of a Letter of Credit or the
issuance or acceptance of a Bankers' Acceptance: (a) an amount, such as a
required minimum or multiple amount, is expressed in U.S. Dollars, but such
Borrowing, Loan, Letter of Credit or Bankers' Acceptance is denominated in
currency other than U.S. Dollars, such amount shall be the relevant equivalent
in such currency of such U.S. Dollar Amount (rounded to the nearest 1,000th unit
of such currency), as determined by the Canadian Administrative Agent and (b) an
amount, such as a required minimum or multiple amount, is expressed in Canadian
Dollars, but such Borrowing, Loan or Letter of Credit is denominated in currency
other than

                                      -54-


Canadian Dollars, such amount shall be the relevant equivalent in U.S. Dollars
of such Canadian Dollar Amount (rounded to the nearest 1,000th unit of such
currency), as determined by the Canadian Administrative Agent.

          SECTION 1.06 CURRENCY CONVERSION.

          (a) If more than one currency or currency unit are at the same time
recognized by the central bank of any country as the lawful currency of that
country, then (i) any reference in the Senior Finance Documents to, and any
obligations arising under the Senior Finance Documents in, the currency of that
country shall be translated into or paid in the currency or currency unit of
that country designated by the relevant Administrative Agent and (ii) any
translation from one currency or currency unit to another shall be at the
official rate of exchange recognized by the central bank of the relevant country
for conversion of that currency or currency unit into the other, rounded up or
down by the Administrative Agents as they deem appropriate.

          (b) If a change in any currency of a country occurs, this Agreement
shall be amended (and each party hereto agrees to enter into any supplemental
agreement necessary to effect any such amendment) to the extent that the
Administrative Agents specify to be necessary to reflect the change in currency
and to put the Lenders in the same position, so far as possible, that they would
have been in if no change in currency had occurred.

                                   ARTICLE II
                             THE CREDIT FACILITIES

          SECTION 2.01 COMMITMENTS TO LEND.

          (a) REVOLVING LOANS.

                 (i)    U.S. REVOLVING LOANS. Each U.S. Revolving Lender
     severally agrees, on the terms and conditions set forth in this Agreement,
     to make Revolving Loans denominated in U.S. Dollars to the U.S. Borrower
     pursuant to this SECTION 2.01(a)(i) from time to time during the
     Availability Period in amounts such that its U.S. Revolving Outstandings
     shall not exceed (after giving effect to all U.S. Revolving Loans repaid,
     all reimbursements of U.S. LC Disbursements made, and all Refunded U.S.
     Swingline Loans paid concurrently with the making of any U.S. Revolving
     Loans) its U.S. Revolving Commitment; PROVIDED that, immediately after
     giving effect to each such U.S. Revolving Loan, (A) the aggregate U.S.
     Revolving Outstandings shall not exceed the U.S. Revolving Committed Amount
     and (B) with respect to each U.S. Revolving Lender individually, such
     Lender's outstanding U.S. Revolving Loans plus its (other than the U.S.
     Swingline Lender's in its capacity as such) Participation Interests in
     outstanding U.S. Swingline Loans plus its Participation Interests in
     outstanding U.S. LC Obligations shall not exceed such Lender's U.S.
     Revolving Commitment Percentage of the U.S. Revolving Committed Amount.
     Each U.S. Revolving Borrowing shall be in an aggregate principal amount of
     US$5,000,000 or any larger multiple of US$1,000,000 (except that any such
     Borrowing may be in the aggregate amount of the unused U.S. Revolving
     Commitments) shall be made and maintained as Base Rate Loans or Eurodollar
     Loans, as provided in this Agreement, and shall be made from the several
     U.S. Revolving Lenders ratably in proportion to their respective U.S.
     Revolving Commitments. Within the foregoing limits, the U.S. Borrower may
     borrow under this SECTION 2.01(a)(i), repay, or, to the extent permitted by
     SECTION 2.10, prepay, U.S. Revolving Loans and reborrow under this SECTION
     2.01(a)(i).

                                      -55-


                 (ii)   CANADIAN REVOLVING LOANS. Each Canadian Revolving Lender
     severally agrees, on the terms and conditions set forth in this Agreement,
     to make Revolving Loans denominated either in Canadian Dollars or in U.S.
     Dollars to the Parent Borrower pursuant to this SECTION 2.01(a)(ii) from
     time to time during the Availability Period in amounts such that its
     Canadian Revolving Outstandings shall not exceed (after giving effect to
     all Canadian Revolving Loans repaid, all reimbursements of Canadian LC
     Disbursements made, all Canadian Swingline Loans that are Refunded
     Swingline Loans paid and Bankers' Acceptances made concurrently with the
     making of any Canadian Revolving Loans) its Canadian Revolving Commitment;
     PROVIDED that, immediately after giving effect to each such Revolving Loan,
     (A) the aggregate Canadian Revolving Outstandings shall not exceed the
     Canadian Revolving Committed Amount and (B) with respect to each Canadian
     Revolving Lender individually, the U.S. Dollar Amount of such Lender's
     outstanding Canadian Revolving Loans plus the aggregate undiscounted U.S.
     Dollar Amount of all outstanding Bankers' Acceptances accepted by it plus
     (other than the Canadian Swingline Lender's in its capacity as such) the
     U.S. Dollar Amount of Participation Interests in outstanding Canadian
     Swingline Loans plus the U.S. Dollar Amount of its Participation Interests
     in outstanding Canadian LC Obligations shall not exceed such Lender's
     Canadian Revolving Commitment Percentage of the Canadian Revolving
     Committed Amount. Each Canadian Revolving Borrowing shall be in an
     aggregate principal amount of C$5,000,000 or any larger multiple of
     C$1,000,000, in the case of C$ Prime Loans, and US$5,000,000 or any larger
     multiple of US$1,000,000, in the case of U.S. Dollar-Denominated Loans
     (except in each case that any such Borrowing may be in the aggregate amount
     of the unused Canadian Revolving Commitments), shall be made and maintained
     as C$ Prime Loans, Base Rate Loans or Eurodollar Loans, as provided in this
     Agreement, and shall be made from the several Canadian Revolving Lenders
     ratably in proportion to their respective Canadian Revolving Commitments.
     Within the foregoing limits, the Parent Borrower may borrow under this
     SECTION 2.01(a)(ii), repay, or, to the extent permitted by SECTION 2.10,
     prepay, Canadian Revolving Loans and reborrow under this SECTION
     2.01(a)(ii).

          (b) TERM A LOANS. Each Term A Lender severally agrees, on the terms
and conditions set forth in this Agreement, to make a Term A Loan to the Parent
Borrower on the Closing Date in a principal amount not exceeding its Term A
Commitment. The Term A Borrowing shall be made from the several Term A Lenders
ratably in proportion to their respective Term A Commitments. The Term A
Commitments are not revolving in nature, and amounts repaid or prepaid prior to
the Term A Maturity Date may not be reborrowed. Term A Loans shall be made and
maintained as U.S. Dollar-Denominated Loans.

          (c) TERM B LOANS. Each Term B Lender severally agrees, on the terms
and conditions set forth in this Agreement, to make a Term B Loan to the Parent
Borrower on the Closing Date in a principal amount not exceeding its Term B
Commitment. The Term B Borrowing shall be made from the several Term B Lenders
ratably in proportion to their respective Term B Commitments. The Term B
Commitments are not revolving in nature, and amounts repaid or prepaid prior to
the Term B Maturity Date may not be reborrowed. Term B Loans shall be made and
maintained as U.S. Dollar-Denominated Loans.

          (d) SWINGLINE LOANS.

                 (i)    The U.S. Swingline Lender agrees, on the terms and
     subject to the conditions set forth herein and in the other Senior Finance
     Documents, to make a portion of the U.S. Revolving Commitments available to
     the U.S. Borrower from time to time during the Availability Period by
     making U.S. Swingline Loans to the U.S. Borrower in U.S. Dollars (each such
     loan, a "U.S. SWINGLINE LOAN" and, collectively, the "U.S. SWINGLINE
     LOANS"); PROVIDED that

                                      -56-


     (A) the aggregate principal amount of the U.S. Swingline Loans outstanding
     at any one time shall not exceed the U.S. Swingline Committed Amount, (B)
     with regard to each Revolving Lender individually (other than the Swingline
     Lender in its capacity as such), such Revolving Lender's outstanding U.S.
     Revolving Loans plus its Participation Interests in outstanding U.S.
     Swingline Loans plus its Participation Interests in outstanding U.S. LC
     Obligations shall not at any time exceed such Revolving Lender's U.S.
     Revolving Commitment Percentage of the U.S. Revolving Committed Amount, (C)
     with regard to the U.S. Revolving Lenders collectively, the sum of the
     aggregate principal amount of Swingline Loans outstanding plus the
     aggregate amount of U.S. Revolving Loans outstanding plus the aggregate
     amount of U.S. LC Obligations outstanding shall not exceed the U.S.
     Revolving Committed Amount and (D) the U.S. Swingline Committed Amount
     shall not exceed the aggregate of the U.S. Revolving Commitments then in
     effect. U.S. Swingline Loans shall be made and maintained as Base Rate
     Loans and may be repaid and reborrowed in accordance with the provisions
     hereof prior to the U.S. Swingline Termination Date. U.S. Swingline Loans
     may be made notwithstanding the fact that such U.S. Swingline Loans, when
     aggregated with the Swingline Lender's other U.S. Revolving Outstandings,
     exceeds its U.S. Revolving Commitment. The proceeds of a U.S. Swingline
     Borrowing may not be used, in whole or in part, to refund any prior U.S.
     Swingline Borrowing. Notwithstanding anything to the contrary contained in
     this SECTION 2.01(d)(i), (i) the U.S. Swingline Lender shall not be
     obligated to make any U.S. Swingline Loans for so long as a Failed Loan has
     not been made in full unless the U.S. Swingline Lender has entered into
     arrangements satisfactory to it and the U.S. Borrower to eliminate the U.S.
     Swingline Lender's risk with respect to the Defaulting Lender's or
     Defaulting Lenders' participation in such U.S. Swingline Loans, including
     by cash collateralizing such Defaulting Lender's or Defaulting Lenders'
     U.S. Revolving Commitment Percentage of the outstanding U.S. Swingline
     Loans, and (ii) the U.S. Swingline Lender shall not make any U.S. Swingline
     Loan after it has received written notice from the U.S. Borrower, any other
     Credit Party or the Required Lenders stating that a Default or an Event of
     Default exists and is continuing until such time as the U.S. Swingline
     Lender shall have received written notice (A) of rescission of all such
     notices from the party or parties originally delivering such notice or
     notices or (B) of the waiver of such Default or Event of Default by the
     Required Lenders.

                 (ii)   The Canadian Swingline Lender agrees, on the terms and
     subject to the conditions set forth herein and in the other Senior Finance
     Documents, to make a portion of the Canadian Revolving Commitments
     available to the Parent Borrower from time to time during the Availability
     Period by making Canadian Swingline Loans to the Parent Borrower either in
     Canadian Dollars or in U.S. Dollars (each such loan, a "CANADIAN SWINGLINE
     LOAN" and, collectively, the "CANADIAN SWINGLINE LOANS"); PROVIDED that (A)
     the U.S. Dollar Amount of the Canadian Swingline Loans outstanding at any
     one time shall not exceed the Canadian Swingline Committed Amount, (B) with
     regard to each Revolving Lender individually (other than the Swingline
     Lender in its capacity as such), the U.S. Dollar Amount of such Revolving
     Lender's outstanding Canadian Revolving Loans plus the aggregate
     undiscounted U.S. Dollar Amount of all outstanding Bankers' Acceptances
     accepted by it plus the U.S. Dollar Amount of its Participation Interests
     in outstanding Canadian Swingline Loans plus the U.S. Dollar Amount of its
     Participation Interests in outstanding Canadian LC Obligations shall not at
     any time exceed such Revolving Lender's Canadian Revolving Commitment
     Percentage of the Canadian Revolving Committed Amount, (C) with regard to
     the Canadian Revolving Lenders collectively, the sum of the U.S. Dollar
     Amount of Canadian Swingline Loans outstanding plus the U.S. Dollar Amount
     of Canadian Revolving Loans outstanding plus the aggregate undiscounted
     U.S. Dollar Amount of all outstanding Bankers' Acceptances accepted by them
     plus the U.S. Dollar Amount of Canadian LC Obligations outstanding shall
     not exceed the Canadian Revolving Committed Amount and (D) the Canadian
     Swingline Committed Amount shall not exceed the aggregate of the Canadian
     Revolving Commitments then in effect. Canadian Swingline Loans

                                      -57-


     shall be made and maintained as C$ Prime Loans or Base Rate Loans, as
     provided in this Agreement and may be repaid and reborrowed in accordance
     with the provisions hereof prior to the Canadian Swingline Termination
     Date. Canadian Swingline Loans may be made notwithstanding the fact that
     the Canadian Dollar Amount of such Canadian Swingline Loans, when
     aggregated with the Canadian Swingline Lender's other Canadian Revolving
     Outstandings, exceeds its Canadian Revolving Commitment. The proceeds of a
     Canadian Swingline Borrowing may not be used, in whole or in part, to
     refund any prior Canadian Swingline Borrowing. Notwithstanding anything to
     the contrary contained in this SECTION 2.01(d)(ii), (i) the Canadian
     Swingline Lender shall not be obligated to make any Canadian Swingline
     Loans for so long as a Failed Loan has not been made in full unless the
     Canadian Swingline Lender has entered into arrangements satisfactory to it
     and the Parent Borrower to eliminate the Canadian Swingline Lender's risk
     with respect to the Defaulting Lender's or Defaulting Lenders'
     participation in such Canadian Swingline Loans, including by cash
     collateralizing such Defaulting Lender's or Defaulting Lenders' Canadian
     Revolving Commitment Percentage of the outstanding Canadian Swingline
     Loans, and (ii) the Canadian Swingline Lender shall not make any Canadian
     Swingline Loan after it has received written notice from the Parent
     Borrower, any other Credit Party or the Required Lenders stating that a
     Default or an Event of Default exists and is continuing until such time as
     the Canadian Swingline Lender shall have received written notice (A) of
     rescission of all such notices from the party or parties originally
     delivering such notice or notices or (B) of the waiver of such Default or
     Event of Default by the Required Lenders.

                 (iii)  The principal amount of all Swingline Loans shall be due
     and payable on the earliest of (A) subject to CLAUSE (iv) below, the
     maturity date agreed to by the relevant Swingline Lender and the U.S.
     Borrower or the Parent Borrower (as applicable) with respect to such
     Swingline Loan (which maturity date shall be no later than the last
     Business Day of the week during which such Swingline Loan was made); (B)
     the U.S. Swingline Termination Date or Canadian Swingline Termination Date
     (as applicable), (C) the occurrence of an Event of Default under SECTION
     8.01(f) hereof with respect to the U.S. Borrower or the Parent Borrower or
     (D) the acceleration of any Loan or the termination of the U.S. Revolving
     Commitments or Canadian Revolving Commitments pursuant to SECTION 8.02.

                 (iv)   With respect to any Swingline Loans that have not been
     prepaid by the U.S. Borrower or the Parent Borrower, as applicable, or paid
     by the U.S. Borrower or the Parent Borrower, as applicable, when due under
     CLAUSE (iii) above, the relevant Swingline Lender (by request to the
     Canadian Administrative Agent) or the Canadian Administrative Agent at any
     time may, and shall at any time where Swingline Loans in an amount of (x)
     US$7,500,000 or more, in the case of the Canadian Swingline Loans, or (y)
     US$17,500,000 or more, in the case of the U.S. Swingline Loans, shall have
     been outstanding, on the last Business Day of any week, on one Business
     Day's prior notice, require each U.S. Revolving Lender or Canadian
     Revolving Lender (as the case may be), including the relevant Swingline
     Lender, and each such Lender hereby agrees, subject to the provisions of
     this SECTION 2.01(d), to make a U.S. Revolving Loan or a Canadian Revolving
     Loan, as applicable (each of which shall be initially funded as a Base Rate
     Loan or a C$ Prime Loan, as applicable), in an amount equal to such
     Lender's U.S. Revolving Commitment Percentage or Canadian Revolving
     Commitment Percentage (as applicable) of the amount of the relevant
     Swingline Loans (the "REFUNDED SWINGLINE LOANS") outstanding on the date
     notice is given.

                 (v)    In the case of U.S. Revolving Loans or Canadian
     Revolving Loans made by Lenders other than the relevant Swingline Lender,
     in each case, under CLAUSE (iv) above, each such Revolving Lender shall
     make the amount of its U.S. Revolving Loan or Canadian Revolving Loan, as
     the case may be, available to the Canadian Administrative Agent in each
     case in same

                                      -58-


     day funds, at the Canadian Administrative Agent's Office, not later than
     1:00 P.M. on the Business Day next succeeding the date such notice is
     given. The proceeds of such Revolving Loans shall be immediately delivered
     to the relevant Swingline Lender (and not to any Borrower) and applied to
     repay the relevant Refunded Swingline Loans. On the day such Revolving
     Loans are made, the relevant Swingline Lender's Revolving Commitment
     Percentage of the Refunded Swingline Loans shall be deemed to be paid with
     the proceeds of such Revolving Loan made by the relevant Swingline Lender
     and such portion of the Swingline Loans deemed to be so paid shall no
     longer be outstanding as Swingline Loans and shall instead be outstanding
     as U.S. Revolving Loans or Canadian Revolving Loans (as the case may be).
     The relevant Borrower authorizes the Canadian Administrative Agent and the
     relevant Swingline Lender to charge the relevant Borrower's account with
     the Canadian Administrative Agent (up to the amount available in such
     account), in order to pay immediately to the relevant Swingline Lender the
     amount of such Refunded Swingline Loans to the extent amounts received from
     the U.S. Revolving Lenders or the Canadian Revolving Lenders (as the case
     may be), including amounts deemed to be received from the relevant
     Swingline Lender, are not sufficient to repay in full such Refunded
     Swingline Loans. If any portion of any such amount paid (or deemed to be
     paid) to the relevant Swingline Lender should be recovered by or on behalf
     of any Borrower from the relevant Swingline Lender in bankruptcy, by
     assignment for the benefit of creditors or otherwise, the loss of the
     amount so recovered shall be ratably shared among all U.S. Revolving
     Lenders or the Canadian Revolving Lenders (as the case may be) in the
     manner contemplated by SECTION 2.14.

                 (vi)   A copy of each notice given by a Swingline Lender
     pursuant to this SECTION 2.01(d) shall be promptly delivered by such
     Swingline Lender to the Canadian Administrative Agent and the relevant
     Borrower. Upon the making of a U.S. Revolving Loan by a U.S. Revolving
     Lender or a Canadian Revolving Loan by a Canadian Revolving Lender pursuant
     to this SECTION 2.01(d), the amount so funded shall no longer be owed in
     respect of their Participation Interest in the related Refunded Swingline
     Loans.

                 (vii)  If as a result of any bankruptcy or similar proceeding,
     U.S. Revolving Loans or Canadian Revolving Loans are not made pursuant to
     this SECTION 2.01(d) sufficient to repay any amounts owed to the relevant
     Swingline Lender as a result of a nonpayment of outstanding U.S. Swingline
     Loans or Canadian Swingline Loans (as the case may be), each U.S. Revolving
     Lender or Canadian Revolving Lender, in each case, agrees to purchase, and
     shall be deemed to have purchased, a participation in such outstanding
     Swingline Loans in an amount equal to its U.S. Revolving Commitment
     Percentage or Canadian Revolving Commitment Percentage of the unpaid amount
     together with accrued interest thereon. Upon one Business Day's notice from
     the relevant Swingline Lender, each U.S. Revolving Lender or each Canadian
     Revolving Lender, as the case may be, shall deliver to the relevant
     Swingline Lender an amount equal to its respective Participation Interest
     in such Swingline Loans in same day funds at the office of the relevant
     Swingline Lender specified or referred to in SECTION 10.01. In order to
     evidence such Participation Interest each U.S. Revolving Lender or each
     Canadian Revolving Lender, as the case may be, agrees to enter into a
     participation agreement at the request of the relevant Swingline Lender in
     form and substance reasonably satisfactory to all parties. In the event any
     U.S. Revolving Lender or any Canadian Revolving Lender, as the case may be,
     fails to make available to the relevant Swingline Lender the amount of such
     U.S. Revolving Lender's Participation Interest or such Canadian Revolving
     Lender's Participation Interest (as the case may be) as provided in this
     SECTION 2.0l(d)(vii), the relevant Swingline Lender shall be entitled to
     recover such amount on demand from the relevant Revolving Lender together
     with interest at the customary rate set by the relevant Swingline Lender
     for correction of errors among banks in New York City, in the case of U.S.
     Swingline Loans, or Montreal, Quebec, in the case of Canadian Swingline
     Loans, for one Business Day and thereafter at the Base Rate plus the then
     Applicable

                                      -59-


     Margin for Base Rate Loans (in the case of U.S. Swingline Loans) and at the
     C$ Prime Rate plus the then Applicable Margin for C$ Prime Loans or at the
     Base Rate plus the then Applicable Margin for Base Rate Loans, as the case
     may be (in the case of Canadian Swingline Loans).

                 (viii) Each U.S. Revolving Lender's obligation to make U.S.
     Revolving Loans or Canadian Revolving Lender's obligation to make Canadian
     Revolving Loans each pursuant to CLAUSE (v) above and to purchase
     Participation Interests in outstanding Swingline Loans pursuant to CLAUSE
     (vii) above shall be absolute and unconditional and shall not be affected
     by any circumstance, including (without limitation) (i) any set-off,
     counterclaim, recoupment, defense or other right which such Revolving
     Lender or any other Person may have against the relevant Swingline Lender,
     the U.S. Borrower, the Parent Borrower or any other Credit Party, (ii) the
     occurrence or continuance of a Default or an Event of Default or the
     termination or reduction in the amount of the U.S. Revolving Commitments or
     Canadian Revolving Commitments after any such Swingline Loans were made,
     (iii) any adverse change in the condition (financial or otherwise) of the
     U.S. Borrower or the Parent Borrower or any other Person, (iv) any breach
     of this Agreement or any other Finance Document by the U.S. Borrower or the
     Parent Borrower or any other Lender, (v) whether any condition specified in
     ARTICLE IV is then satisfied or (vi) any other circumstance, happening or
     event whatsoever, whether or not similar to any of the forgoing. If such
     Lender does not pay such amount forthwith upon the relevant Swingline
     Lender's demand therefor, and until such time as such Lender makes the
     required payment, the relevant Swingline Lender shall be deemed to continue
     to have outstanding Swingline Loans in the amount of such unpaid
     Participation Interest for all purposes of the Finance Documents other than
     those provisions requiring the other Lenders to purchase a participation
     therein. Further, such Lender shall be deemed to have assigned any and all
     payments made of principal and interest on its Loans, and any other amounts
     due to it hereunder to the relevant Swingline Lender to fund Swingline
     Loans in the amount of the Participation Interest in Swingline Loans that
     such Lender failed to purchase pursuant to this SECTION 2.0l(d)(vi) until
     such amount has been purchased (as a result of such assignment or
     otherwise).

          SECTION 2.02 NOTICE OF BORROWINGS.

          (a) BORROWINGS OF U.S. DOLLAR-DENOMINATED LOANS OTHER THAN SWINGLINE
LOANS. Except in the case of Swingline Loans, the relevant Borrower shall give
the Term B Administrative Agent (in the case of a Term B Borrowing) or the
Canadian Administrative Agent (in the case of a U.S. Revolving Borrowing, a
Canadian Revolving Borrowing comprised of U.S. Dollar-Denominated Loans or a
Term A Borrowing) a Notice of Borrowing not later than 10:00 A.M. on (i) the
Business Day immediately preceding each Base Rate Borrowing and (ii) the third
Business Day before each Borrowing of Eurodollar Loans, specifying:

                           (A)  the date of such Borrowing, which shall be a
          Business Day;

                           (B)  the aggregate principal amount of such
          Borrowing;

                           (C)  the Class and initial Type of the Loans
          comprising such Borrowing; and

                           (d)  in the case of a Eurodollar Borrowing, the
          duration of the initial Interest Period applicable thereto, subject to
          the provisions of the definition of Interest Period and to
          SECTION 2.07(a).

                                      -60-


If the duration of the initial Interest Period is not specified with respect to
any requested Eurodollar Borrowing, then the relevant Borrower shall be deemed
to have selected an initial Interest Period of one month, subject to the
provisions of the definition of Interest Period and to SECTION 2.07(a).

          (b) SWINGLINE BORROWINGS. The Parent Borrower or the U.S. Borrower (as
applicable) shall request a Swingline Loan by way of an overdraft in the
applicable Borrower's Accounts opened for such purpose with the Canadian
Swingline Lender or the U.S. Swingline Lender (as applicable), accompanied, in
the case of the U.S. Swingline Loans only, by notice by 1:00 p.m. (New York)
time or Montreal, Quebec, time as applicable) of the date of each Swingline
Borrowing by telephone followed by facsimile, up to a maximum outstanding amount
of such overdraft not exceeding the Canadian Swingline Committed Amount or the
U.S. Swingline Committed Amount, as the case may be. Any check, payment
instruction or debit authorization drawn on or made to the relevant Swingline
Lender from the relevant Borrower resulting in an overdraft in any such account
will be deemed to be a request (a "SWINGLINE LOAN REQUEST") for such Swingline
Loan in an amount that is sufficient to cover such overdraft. Each Canadian
Swingline Loan shall be made as either a C$ Prime Loan or a U.S. Dollar
Denominated Base Rate Loan and each U.S. Swingline Loan shall be made as a U.S.
Dollar Denominated Base Rate Loan. Subject to SECTION 2.0l(d)(iii), each
Swingline Loan shall have such maturity date as agreed to by the relevant
Swingline Lender and the Parent Borrower or the U.S. Borrower (as the case may
be) upon receipt by the relevant Swingline Lender of the Swingline Loan Request
from the Parent Borrower or the U.S. Borrower (as the case may be).
Notwithstanding the foregoing the notice required in the first sentence of this
SECTION 2.02(b) shall not be required at any time after all of the cash
management agreements, including all treasury, depositary, overdraft, credit or
debit card, electronic funds transfer and other cash management arrangements, in
connection with the Senior Finance Documents have been concentrated under Bank
of America, N.A. or its Affiliate, Fleet National Bank.

          (c) BORROWINGS OF C$ PRIME LOANS OTHER THAN CANADIAN SWINGLINE LOANS.
The Parent Borrower shall give the Canadian Administrative Agent a Notice of
Borrowing no later than 10:00 A.M. (Montreal, Canada time) one Business Day
prior to each Borrowing of C$ Prime Loans. Each such Notice of Borrowing shall
be irrevocable and shall specify:

                           (A)  the date of such Borrowing, which shall be a
          Business Day; and

                           (B)  the aggregate principal amount of such
          Borrowing.

          SECTION 2.03 NOTICE TO LENDERS; FUNDING; OF LOANS.

          (a) NOTICE TO LENDERS. Upon receipt of a Notice of Borrowing, the Term
B Administrative Agent (in the case of Term B Loans) or the Canadian
Administrative Agent (in the case of U.S. Revolving Loans, Canadian Revolving
Loans or Term A Loans) shall promptly notify each Lender of such Lender's
ratable share (if any) of the Borrowing referred to therein, and such Notice of
Borrowing shall not thereafter be revocable by the relevant Borrower.

          (b) FUNDING OF LOANS.

                 (i)    On the date of each Borrowing (other than a Swingline
     Borrowing), each Lender participating therein shall: (A) if such Borrowing
     is to be made in U.S. Dollars, make available its share of such Borrowing
     in U.S. Dollars no later than 11:00 A.M. (New York time), in Federal (U.S.
     or Canadian, as applicable) or other immediately available funds, to the
     relevant Administrative Agent at such Administrative Agent's Administrative
     Office or (B) if such Borrowing is a Borrowing of C$ Prime Loans, make
     available its share of such Borrowing in Canadian Dollars no later than
     11:00 A.M. (Montreal, Canada time), in immediately available

                                      -61-


     funds, to the Canadian Administrative Agent at the Canadian Administrative
     Agent's Office. Unless the Term B Administrative Agent or Canadian
     Administrative Agent, as applicable, determines that any applicable
     condition specified in ARTICLE IV has not been satisfied, the Term B
     Administrative Agent or the Canadian Administrative Agent, as applicable,
     shall, by 2:30 P.M., credit the amounts so received to the applicable
     Borrower's Account or, if a Borrowing shall not occur on such date because
     any condition precedent herein shall not have been met, promptly return the
     amounts received from the Lenders in like funds.

                 (ii)   Not later than 3:00 P.M. on the date of each Swingline
     Borrowing, the relevant Swingline Lender shall, unless the Canadian
     Administrative Agent shall have notified such Swingline Lender that any
     applicable condition specified in SECTION 4.02 has not been satisfied, make
     available the amount of such Swingline Borrowing, in Federal (U.S. or
     Canadian, as applicable) or other immediately available funds, to the
     Parent Borrower or U.S. Borrower (as applicable) to the applicable
     Borrower's Account.

          (c) FUNDING BY ADMINISTRATIVE AGENTS IN ANTICIPATION OF AMOUNTS DUE
FROM THE LENDERS. Unless the relevant Administrative Agent shall have received
notice from a Lender prior to the date of any Borrowing that such Lender will
not make available to the Term B Administrative Agent or the Canadian
Administrative Agent, as applicable, such Lender's share of such Borrowing, such
Administrative Agent may assume that such Lender has made such share available
to such Administrative Agent on the date of such Borrowing in accordance with
SUBSECTION (b) of this SECTION, and such Administrative Agent may, in reliance
upon such assumption, make available to the relevant Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have made
such share available to the relevant Administrative Agent, such Lender and the
relevant Borrower severally agree to repay to the relevant 'Administrative Agent
forthwith on demand such corresponding amount, together with interest thereon
for each day from the date such amount is made available to the relevant
Borrower until the date such amount is repaid to the relevant Administrative
Agent at (i) a rate per annum equal to the higher of the Federal Funds Rate (if
such Borrowing is in U.S. Dollars) or CDOR Rate (if such Borrowing is in
Canadian Dollars), plus 1.0% and the interest rate applicable thereto pursuant
to SECTION 2.07, in the case of the relevant Borrower, and (ii) the Federal
Funds Rate (if such Borrowing is in U.S. Dollars) or CDOR Rate (if such
Borrowing is in Canadian Dollars), plus in each case 1.0%, in the case of such
Lender. If such Lender shall repay to the relevant Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Lender's Loan
included in such Borrowing for purposes of this Agreement.

          (d) OBLIGATIONS OF LENDERS SEVERAL. The failure of any Lender to make
a Loan required to be made by it as part of any Borrowing hereunder shall not
relieve any other Lender of its obligation, if any, hereunder to make any Loan
on the date of such Borrowing, but no Lender shall be responsible for the
failure of any other Lender to make the Loan to be made by such other Lender on
such date of Borrowing.

          (e) FAILED LOANS. If any Lender shall fail to make any Loan (a "FAILED
LOAN") which such Lender is otherwise obligated hereunder to make to any
Borrower on the date of Borrowing thereof, and the Term B Administrative Agent
or the Canadian Administrative Agent, as the case may be, shall not have
received notice from any Borrower or the required percentage of Lenders of the
relevant Class or shall not otherwise be aware that any condition precedent to
the making of the Failed Loan has not been satisfied, then, until such Lender
shall have made or be deemed to have made (pursuant to the last sentence of this
SUBSECTION (e)) the Failed Loan in full or the Term B Administrative Agent or
the Canadian Administrative Agent, as the case may be, shall have received
notice from any Borrower or the required percentage of Lenders that any
condition precedent to the making of the Failed Loan was not satisfied at the
time the Failed Loan was to have been made, whenever the Term B Administrative
Agent

                                      -62-


or the Canadian Administrative Agent, as applicable, shall receive any amount
from the relevant Borrower for the account of such Lender, (i) the amount so
received (up to the amount of such Failed Loan) will, upon receipt by the
relevant Administrative Agent be deemed to have been paid to the Lender in
satisfaction of the obligation for which paid, without actual disbursement of
such amount to the Lender, (ii) the Lender will be deemed to have made the same
amount available to the Term B Administrative Agent or the Canadian
Administrative Agent, as applicable, for disbursement as a Loan to the relevant
Borrower (up to the amount of such Failed Loan) and (iii) the Term B
Administrative Agent or the Canadian Administrative Agent, as applicable, will
disburse such amount (up to the amount of the Failed Loan) to the relevant
Borrower or, if the Term B Administrative Agent or the Canadian Administrative
Agent, as applicable, has previously made such amount available to the relevant
Borrower on behalf of such Lender pursuant to the provisions hereof, reimburse
itself (up to the amount of the amount made available to the relevant Borrower);
PROVIDED, HOWEVER, that neither the Term B Administrative Agent nor the Canadian
Administrative Agent, as applicable, shall have any obligation to disburse any
such amount to the relevant Borrower or otherwise apply it or deem it applied as
provided herein unless the Term B Administrative Agent or the Canadian
Administrative Agent, as applicable, shall have determined in its sole
discretion that to so disburse such amount will not violate any law, rule,
regulation or requirement applicable to it. Upon any such disbursement by the
Term B Administrative Agent or the Canadian Administrative Agent, as applicable,
such Lender shall be deemed to have made a Base Rate Loan of the same Class as
the Failed Loan (in the case of U.S. Dollar-Denominated Loans) or a C$ Prime
Loan (in the case of C$ Prime Loans) to the relevant Borrower in satisfaction,
to the extent thereof, of such Lender's obligation to make the Failed Loan.

          SECTION 2.04 EVIDENCE OF LOANS.

          (a) LENDER ACCOUNTS. Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing the indebtedness to such
Lender resulting from each Loan and each Bankers' Acceptance made by such Lender
from time to time, including the amounts of principal and interest payable and
paid to such Lender from time to time under this Agreement.

          (b) TERM B ADMINISTRATIVE AGENT/CANADIAN ADMINISTRATIVE AGENT RECORDS.
Each of the Term B Administrative Agent and the Canadian Administrative Agent
shall maintain accounts in which it will record (i) the amount (in the
applicable currency) of each Loan made hereunder administered by such Agent and
the currency, U.S. Dollar Amount (if applicable), Class and Type of each such
Loan made and the Interest Period, if any, applicable thereto and of each
Bankers' Acceptance accepted hereunder and BA Contract Period applicable
thereto, (ii) the U.S. Dollar Amount (or, in the case of amounts due in respect
of C$ Prime Loans or Bankers' Acceptances, the Canadian Dollar Amount) of any
principal or interest due and payable or to become due and payable from each
Borrower to each Lender hereunder and (iii) the U.S. Dollar Amount (or, in the
case of amounts received in respect of C$ Prime Loans or Bankers' Acceptances,
the Canadian Dollar Amount) of any sum received by the Term B Administrative
Agent or the Canadian Administrative Agent, as applicable, hereunder from any
Borrower and each Lender's share thereof.

          (c) EVIDENCE OF DEBT. The entries made in the accounts maintained
pursuant to SUBSECTIONS (a) and (b) of this SECTION 2.04 shall be prima facie
evidence of the existence and amounts of the obligations therein recorded;
PROVIDED, HOWEVER, that the failure of any Lender, the Term B Administrative
Agent or the Canadian Administrative Agent to maintain such accounts or any
error therein shall not in any manner affect the obligations of any Borrower to
repay the Loans or Bankers' Acceptances made to it in accordance with their
terms.

          (d) NOTES. Notwithstanding any other provision of this Agreement, if
any Lender shall request and receive a Note or Notes as provided in
SECTION 10.06 or otherwise, then the U.S. Revolving

                                      -63-


Loans or the Term B Loans of such Lender shall be evidenced by a single U.S.
Revolving Note or Term B Note, as applicable, in each case, substantially in the
form of EXHIBIT B-1 or B-2, as applicable, payable to the order of such Lender
for the account of its Applicable Lending Office in an amount equal to the
aggregate unpaid principal amount of such Lender's U.S. Revolving Loans or Term
B Loans, as applicable. If requested by the U.S. Swingline Lender, the U.S.
Swingline Loans shall be evidenced by a single U.S. Swingline Note substantially
in the form of EXHIBIT B-3, payable to the order of the U.S. Swingline Lender in
an amount equal to the aggregate unpaid principal amount of the U.S. Swingline
Loans.

          (e) NOTES FOR LOANS OF DIFFERENT TYPES. Each Lender may, by notice to
the relevant Borrower and the relevant Administrative Agent request that its
U.S. Revolving Loans, its U.S. Swingline Loans or its Term B Loans of a
particular Type be evidenced by separate Notes in an amount equal to the
aggregate unpaid principal amount of such Loans. Each such Note shall be in
substantially the form of EXHIBIT B-1, B-2, or B-3 hereto with appropriate
modifications to reflect the fact that it evidences solely Loans of the relevant
Type and/or currency. Each reference in this Agreement to such Lender's "Note"
of a particular Class shall be deemed to refer to and include any or all of such
Notes, as the context may require.

          (f) NOTE ENDORSEMENTS. Each Lender having one or more Notes issued by
a Borrower shall record the date, amount (in the applicable currency), currency,
U.S. Dollar Amount (if applicable), Class and Type of each Loan made by it to
such Borrower evidenced by such Note and the date and amount of each payment of
principal made by such Borrower with respect thereto, and may, if such Lender so
elects in connection with any transfer or enforcement of any Note, endorse on
the reverse side or on the schedule, if any, forming a part thereof appropriate
notations to evidence the foregoing information with respect to each outstanding
Loan evidenced thereby; PROVIDED that the failure of any Lender to make any such
recordation or endorsement, or any error therein, shall not affect the
obligations of any Borrower hereunder or under any such Note. Each Lender is
hereby irrevocably authorized by each Borrower so to endorse each of its Notes
and to attach to and make a part of each of its Notes a continuation of any such
schedule as and when required.

          SECTION 2.05 LETTERS OF CREDIT.

          (a) EXISTING LETTERS OF CREDIT. On the Closing Date, (i) each Issuing
Lender that has issued an Existing U.S. Letter of Credit shall be deemed,
without further action by any party hereto, to have sold to each U.S. Revolving
Lender, and each such U.S. Revolving Lender shall be deemed, without further
action by any party hereto, to have purchased from each such Issuing Lender,
without recourse or warranty, an undivided participation interest in such
Existing U.S. Letter of Credit and the related U.S. LC Obligations in the
proportion its U.S. Revolving Commitment Percentage bears to the U.S. Revolving
Committed Amount (although any fronting fee payable under SECTION 2.12 shall be
payable directly to the Canadian Administrative Agent for the account of each
applicable Issuing Lender, and the Lenders (other than the applicable Issuing
Lender) shall have no right to receive any portion of such fronting fee) and any
security therefor or guaranty pertaining thereto, and (ii) each Issuing Lender
that has issued an Existing Canadian Letter of Credit shall be deemed, without
further action by any party hereto, to have sold to each Canadian Revolving
Lender, and each such Canadian Revolving Lender shall be deemed, without further
action by any party thereto, to have purchased from each such Issuing Lender,
without recourse or warranty, an undivided participation interest in such
Existing Canadian Letter of Credit and the related Canadian LC Obligations in
the proportion its Canadian Revolving Commitment Percentage bears to the
Canadian Revolving Committed Amount (although any fronting fee payable under
SECTION 2.12 shall be payable directly to the Canadian Administrative Agent for
the account of each applicable Issuing Lender, and the Lenders (other than the
applicable Issuing Lender) shall have no right to receive

                                      -64-


any portion of such fronting fee) and any security therefor or guaranty
pertaining thereto. On and after the Closing Date, each Existing Letter of
Credit shall constitute a Letter of Credit for all purposes hereof.

          (b) ADDITIONAL LETTERS OF CREDIT. Each Issuing Lender (as applicable)
agrees, on the terms and conditions set forth in this Agreement, to issue
Letters of Credit on a sight basis only and denominated in U.S. Dollars,
Canadian Dollars or Agreed Foreign Currency, as applicable, from time to time
before the 30th day prior to the Revolving Termination Date for the account, and
upon the request, of the relevant Borrower and in support of (i) trade
obligations of such Borrower and/or its Subsidiaries (each such letter of
credit, a "TRADE LETTER OF CREDIT" and, collectively, the "TRADE LETTERS OF
CREDIT"), and (ii) such other obligations of such Borrower or such Subsidiary
for which Letters of Credit may be used pursuant to SECTION 5.14 hereof (each
such letter of credit, a "STANDBY LETTER OF CREDIT" and, collectively, the
"STANDBY LETTERS OF CREDIT"); PROVIDED that, immediately after each Letter of
Credit is issued, (i) the aggregate U.S. LC Obligations shall not exceed
US$130,000,000 in the case of U.S. Letters of Credit (as such amount may be
adjusted from time to time pursuant to SECTION 2.11(d), the "U.S. LC COMMITTED
AMOUNT"), (ii) the aggregate Canadian LC Obligations shall not exceed
US$20,000,000 in the case of Canadian Letters of Credit (as such amount may be
adjusted from time to time pursuant to SECTION 2.11(d), the "CANADIAN LC
COMMITTED AMOUNT"), (iii) the U.S. Foreign Currency LC Exposure shall not exceed
US$20,000,0000 (the "U.S. FOREIGN CURRENCY LC COMMITTED AMOUNT"), (iv) the
Canadian Foreign Currency LC Exposure shall not exceed US$10,000,0000 (the
"CANADIAN FOREIGN CURRENCY LC COMMITTED AMOUNT"), (v) the aggregate U.S.
Revolving Outstandings shall not exceed the U.S. Revolving Committed Amount,
(vi) with respect to each individual U.S. Revolving Lender, the aggregate
outstanding principal amount of the U.S. Revolving Lender's U.S. Revolving Loans
plus the aggregate U.S. Dollar Amount of its Participation Interests in
outstanding U.S. LC Obligations plus its (other than the U.S. Swingline
Lender's) Participation Interests in outstanding U.S. Swingline Loans shall not
exceed such U.S. Revolving Lender's U.S. Revolving Commitment Percentage of the
U.S. Revolving Committed Amount, (vii) the aggregate Canadian Revolving
Outstandings shall not exceed the Canadian Revolving Committed Amount, and
(viii) with respect to each individual Canadian Revolving Lender, the U.S.
Dollar Amount of the Canadian Revolving Lender's Canadian Revolving Loans plus
the U.S. Dollar Amount of its Participation Interests in outstanding Canadian LC
Obligations plus the U.S. Dollar Amount of its (other than the Canadian
Swingline Lender's) Participation Interests in outstanding Canadian Swingline
Loans shall not exceed such Canadian Revolving Lender's Canadian Revolving
Commitment Percentage of the Canadian Revolving Committed Amount.

          (c) METHOD OF ISSUANCE OF LETTERS OF CREDIT. The relevant Borrower
shall give the applicable Issuing Lender notice (with a copy to the Canadian
Administrative Agent) in the form of EXHIBIT A-3 hereto, in the case of the U.S.
Borrower, or in the form of EXHIBIT A-4 hereto, in the case of the Parent
Borrower (a "LETTER OF CREDIT REQUEST") of the requested issuance or amendment
of a Letter of Credit prior to 11:00 A.M. (New York or Montreal, Canada time, as
applicable) at least one Business Day before the proposed date of the issuance
or amendment of Trade Letters of Credit (which shall be a Business Day) and at
least three Business Days before the proposed date of issuance or extension of
Standby Letters of Credit (which shall be a Business Day) (or such shorter
period as may be agreed by the applicable Issuing Lender in any particular
instance). In the case of a request for an initial issuance of a Letter of
Credit, such Letter of Credit Request shall specify in form and detail
reasonably satisfactory to the applicable Issuing Lender: (i) the name of the
relevant Borrower requesting the issuance of such Letter of Credit; (ii) the
proposed issuance date of the requested Letter of Credit (which shall be a
Business Day); (iii) the currency in which such Letter of Credit is to be
denominated (which shall be U.S. Dollars, Canadian Dollars or Agreed Foreign
Currency); (iv) the amount thereof (in the applicable currency); (v) the expiry
date thereof; (vi) the name and address of the beneficiary thereof; (vii) the
documents to be presented by such beneficiary in case of any drawing thereunder;
(viii) the full text of any certificate to be presented by such beneficiary in
case of any drawing thereunder; and (ix) such other matters as the applicable
Issuing Lender may require. In the case of a request for an amendment of any

                                      -65-


outstanding Letter of Credit, such Letter of Credit Request shall specify in
form and detail satisfactory to the applicable Issuing Lender: (i) the Letter of
Credit to be amended; (ii) the proposed date of amendment thereof (which shall
be a Business Day); (iii) the nature of the proposed amendment; and (iv) such
other matters as the relevant Issuing Lender may require. If requested by the
applicable Issuing Lender, the relevant Borrower shall also submit a letter of
credit application on such Issuing Lender's standard form in connection with any
request for the issuance, amendment or extension of a Letter of Credit. The
extension or renewal of any Letter of Credit shall be deemed to be an issuance
of such Letter of Credit. Notwithstanding anything herein to the contrary,
Standby Letters of Credit may be issued on a sight basis only. Subject to the
provisions of the following paragraph with respect to automatically extendible
Letters of Credit, (i) no Standby Letter of Credit shall expire later than the
date which is one year after its date of issuance or the fifth Business Day
prior to the Revolving Termination Date, and (ii) no Trade Letter of Credit
shall expire later than the date which is 180 days after the date of its
issuance or the thirtieth day prior to the Revolving Termination Date.

          If the relevant Borrower so requests in a Letter of Credit Request,
the applicable Issuing Lender may, in its sole discretion, agree to issue a
Standby Letter of Credit that has automatic extension provisions; provided that
any such Letter of Credit must permit the applicable Issuing Lender to prevent
any such extension at least once in any 12 month period (commencing with the
date of issuance of such Letter of Credit) by giving prior written notice to the
beneficiary thereof not later than a day (the "NON-EXTENSION NOTICE DATE") in
each such 12 month period to be agreed upon at the time such Letter of Credit is
issued. Unless otherwise directed by the applicable Issuing Lender, the relevant
Borrower shall not be required to make a specific request to the applicable
Issuing Lender for any such extension. Once such an extendible Letter of Credit
has been issued, the U.S. Revolving Lenders or the Canadian Revolving Lenders
(as the case may be) shall be deemed to have authorized (but not required) the
applicable Issuing Lender to permit the extension of such Letter of Credit at
any time to a date not later than the fifth Business Day prior to the Revolving
Termination Date; PROVIDED, HOWEVER, that the applicable Issuing Lender shall
not permit any such extension if (i) the applicable Issuing Lender would have no
obligation at such time to issue such Letter of Credit, in its extended form
under the terms hereof, or (ii) it has received notice in writing on or before
the Business Day immediately preceding the Non-Extension Notice Date (A) from
the Canadian Administrative Agent that the Required U.S. Revolving Lenders or
the Required Canadian Revolving Lenders, as applicable, have elected not to
permit such extension, or (B) from the Canadian Administrative Agent or any U.S.
Revolving Lender or Canadian Revolving Lender, as applicable, or any Borrower
that one or more of the applicable conditions specified in SECTION 4.02 is not
then satisfied. Notwithstanding anything to the contrary contained herein, the
applicable Issuing Lender shall have no obligation to permit the extension of
any Letter of Credit at any time. Notwithstanding anything to the contrary
contained in this Agreement, for so long as a Failed Loan has not been made in
full, no Issuing Lender shall be required to issue any Letter of Credit unless
such Issuing Lender has entered into arrangements satisfactory to it and the
applicable Borrower to eliminate such Issuing Lender's risk with respect to the
participation in Letters of Credit by the Defaulting Lender or Lenders,
including by cash collateralizing such Defaulting Lender's or Lenders'
applicable Revolving Commitment Percentage of the LC Obligations.

          Promptly after receipt of any Letter of Credit Request, the relevant
Issuing Lender will confirm with the Canadian Administrative Agent (by telephone
or in writing) that the Canadian Administrative Agent has received a copy of
such Letter of Credit Request from the relevant Borrower and, if not, said
Issuing Lender will provide the Canadian Administrative Agent with a copy
thereof. Upon receipt by the Issuing Lender of confirmation from the Canadian
Administrative Agent that the requested issuance or amendment is permitted in
accordance with the terms hereof, then, subject to the terms and conditions
thereof, the Issuing Lender shall, on the requested date, issue a Letter of
Credit for the account of the relevant Borrower or enter into the applicable
amendment, as the case may be, in each case in accordance with the Issuing
Lender's usual and customary business practices.

                                      -66-


          Promptly after the issuance or amendment of any Standby Letter of
Credit, the relevant Issuing Lender shall notify the relevant Borrower and the
Canadian Administrative Agent, in writing, of such issuance or amendment and
such notice will be accompanied by a copy of such issuance or amendment. Upon
receipt of such notice, the Canadian Administrative Agent shall notify the U.S
Revolving Lenders or the Canadian Revolving Lenders (as the case may be), in
writing, of such issuance or amendment. Upon the issuance, renewal or amendment
of any Letter of Credit, each Issuing Lender will furnish the Canadian
Administrative Agent, by facsimile, with a report detailing such Issuing
Lender's aggregate daily Letter of Credit outstanding for the period from the
delivery of the prior such report (or from the Closing Date for the first such
report).

          (d) CONDITIONS TO ISSUANCE OF ADDITIONAL LETTERS OF CREDIT. The
issuance by an Issuing Lender of each Additional Letter of Credit shall, in
addition to the conditions precedent set forth in SECTION 4.02, be subject to
the conditions precedent that (i) such Letter of Credit shall be reasonably
satisfactory in form and substance to the applicable Issuing Lender, (ii) the
relevant Borrower shall have executed and delivered such other instruments and
agreements relating to such Letter of Credit as the Issuing Lender shall have
reasonably requested, (iii) the applicable Issuing Lender shall have confirmed
with the Canadian Administrative Agent on the date of (and after giving effect
to) such issuance that (A) (x) the aggregate amount of all U.S. LC Obligations
will not exceed the U.S. LC Committed Amount, or (y) the U.S. Dollar Amount of
all Canadian LC Obligations will not exceed the Canadian LC Committed Amount, as
the case may be, (B) (x) the U.S. Foreign Currency LC Exposure will not exceed
the U.S. Foreign Currency LC Committed Amount or (y) the Canadian Foreign
Currency LC Exposure will not exceed the Canadian Foreign Currency LC Committed
Amount, (C) the aggregate U.S. Revolving Outstandings will not exceed the U.S.
Revolving Committed Amount and (D) the aggregate Canadian Revolving Outstandings
will not exceed the Canadian Revolving Committed Amount and (iv) the applicable
Issuing Lender shall not have been notified by the Canadian Administrative Agent
or the Required Lenders that any condition specified in SECTION 4.02(b) or (c)
is not satisfied on the date such Letter of Credit is to be issued.
Notwithstanding any other provision of this SECTION 2.05, no Issuing Lender
shall be under any obligation to issue any Additional Letter of Credit if: (i)
any order, judgment or decree of any Governmental Authority shall by its terms
purport to enjoin or restrain the applicable Issuing Lender from issuing such
Additional Letter of Credit, or any requirement of Law applicable to such
Issuing Lender or any request or directive (whether or not having a force of
Law) from any Governmental Authority with jurisdiction over such Issuing Lender
shall prohibit, or request that such Issuing Lender refrain from, the issuance
of letters of credit generally or such Additional Letter of Credit in particular
or shall impose upon such Issuing Lender with respect to such Additional Letter
of Credit any restriction, reserve or capital requirement (for which such
Issuing Lender is not otherwise compensated hereunder) not in effect on the
Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss,
cost or expense which was not applicable on the Closing Date and which such
Issuing Lender in good faith deems material to it; or (ii) the issuance of such
Additional Letter of Credit shall violate any applicable general policies of
such Issuing Lender.

          (e) PURCHASE AND SALE OF LETTER OF CREDIT PARTICIPATIONS. Upon the
issuance by an Issuing Lender of an Additional Letter of Credit, such Issuing
Lender shall be deemed, without further action by any party hereto, to have sold
(i) in the case of an Additional U.S. Letter of Credit to each U.S. Revolving
Lender, and each U.S. Revolving Lender shall be deemed, without further action
by any party hereto, to have purchased from such Issuing Lender, without
recourse or warranty, an undivided participation interest in such Letter of
Credit and the related U.S. LC Obligations in the proportion its U.S. Revolving
Commitment Percentage bears to the U.S. Revolving Committed Amount and, (ii) in
the case of an Additional Canadian Letter of Credit, to each Canadian Revolving
Lender, and each Canadian Revolving Lender shall be deemed, without further
action by any party hereto, to have purchased, without recourse or warranty, an
undivided participation interest in such Letter of Credit and the related
Canadian LC Obligations in the proportion its Canadian Revolving Commitment
Percentage bears to the Canadian

                                      -67-


Revolving Committed Amount (although any fronting fee payable under SECTION 2.12
shall be payable directly to the Canadian Administrative Agent for the account
of the applicable Issuing Lender, and the Lenders (other than such Issuing
Lender) shall have no right to receive any portion of any such fronting fee) and
any security therefor or guaranty pertaining thereto. Upon any change in the
U.S. Revolving Commitments or Canadian Revolving Commitments pursuant to SECTION
10.06, there shall be an automatic adjustment to the Participation Interests in
all outstanding Letters of Credit (including all Existing Letters of Credit, if
any) and all relevant LC Obligations to reflect the adjusted U.S. Revolving
Commitments or Canadian Revolving Commitments, as applicable, of the assigning
and assignee Lenders or of all Lenders having U.S. Revolving Commitments or
Canadian Revolving Commitments, as applicable, as the case may be.

          (f) DRAWINGS UNDER LETTERS OF CREDIT. Upon receipt from the
beneficiary of any Letter of Credit of a drawing under such Letter of Credit,
the applicable Issuing Lender shall determine in accordance with the terms of
such Letter of Credit whether such drawing should be honored. If such Issuing
Lender determines that any such drawing shall be honored, such Issuing Lender
shall make available to such beneficiary in accordance with the terms of such
Letter of Credit the amount of the drawing and shall notify the relevant
Borrower and the relevant Administrative Agent as to the amount to be paid as a
result of such drawing and the payment date.

          (g) DUTIES OF ISSUING LENDERS TO U.S. REVOLVING LENDERS OR CANADIAN
REVOLVING LENDERS; RELIANCE. IN determining whether to pay under any Letter of
Credit, the relevant Issuing Lender shall not have any obligation relative to
the U.S. Revolving Lenders or Canadian Revolving Lenders participating in such
Letter of Credit or the related LC Obligations other than to determine that any
document or documents required to be delivered under such Letter of Credit have
been delivered and that they substantially comply on their face with the
requirements of such Letter of Credit. Any action taken or omitted to be taken
by an Issuing Lender under or in connection with any Letter of Credit shall not
create for the Issuing Lender any resulting liability if taken or omitted in the
absence of gross negligence or willful misconduct, as determined by a final and
non-appealable decision of a court of competent jurisdiction. Each Issuing
Lender shall be entitled (but not obligated) to rely, and shall be fully
protected in relying, on the representation and warranty by the relevant
Borrower set forth in the last sentence of SECTION 4.02 to establish whether the
conditions specified in PARAGRAPHS (b) and (c) of SECTION 4.02 are met in
connection with any issuance or extension of a Letter of Credit. Each Issuing
Lender shall be entitled to rely, and shall be fully protected in relying, upon
advice and statements of legal counsel, independent accountants and other
experts selected by such Issuing Lender and upon any Letter of Credit, draft,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopier, telex or teletype message, statement, order or other
document believed by it in good faith to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons, and may accept documents
that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary unless
the beneficiary and the relevant Borrower shall have notified such Issuing
Lender that such documents do not comply with the terms and conditions of the
Letter of Credit. Each Issuing Lender shall be fully justified in refusing to
take any action requested of it under this SECTION 2.05 in respect of any Letter
of Credit unless it shall first have received such advice or concurrence of the
Required U.S. Revolving Lenders or Required Canadian Revolving Lenders (as the
case may be) as it reasonably deems appropriate or it shall first be indemnified
to its reasonable satisfaction by the U.S. Revolving Lenders or Canadian
Revolving Lenders (as the case may be) against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take, or
omitting or continuing to omit, any such action. Notwithstanding any other
provision of this SECTION 2.05, each Issuing Lender shall in all cases be fully
protected in acting, or in refraining from acting, under this Section in respect
of any Letter of Credit in accordance with a request of the Required U.S.
Revolving Lenders or Required Canadian Revolving Lenders (as the case may be),

                                      -68-


and such request and any action taken or failure to act pursuant hereto shall be
binding upon all U.S. Revolving Lenders and all future holders of participations
in such Letter of Credit.

          (h) REIMBURSEMENT OBLIGATIONS. Each relevant Borrower shall be
irrevocably and unconditionally obligated forthwith to reimburse each Issuing
Lender in U.S. Dollars or, subject to this SECTION 2.05(h), Canadian Dollars or
Agreed Foreign Currency, as applicable, for any amounts paid by such Issuing
Lender upon any drawing under any Letter of Credit issued for the account of
such Borrower, together with any and all reasonable charges and expenses which
the Issuing Lender may pay or incur relative to such drawing and interest on the
amount drawn at the rate applicable to U.S. Revolving Base Rate Loans, in the
case of U.S. Letters of Credit, Canadian Revolving Base Rate Loans, in the case
of Canadian Letters of Credit denominated in U.S. Dollars, or C$ Prime Loans, in
the case of Canadian Letters of Credit denominated in Canadian Dollars, in each
case, for each day from and including the date such amount is drawn to but
excluding the date such reimbursement payment is due and payable; PROVIDED that,
in the case of an LC Disbursement made under a Foreign Currency Letter of
Credit, the amount of interest due with respect thereto shall (i) in the case of
any LC Disbursement that is reimbursed on or before the Business Day immediately
succeeding such LC Disbursement, (A) be payable in the applicable Agreed Foreign
Currency and (B) if not reimbursed on the date of such LC Disbursement, bear
interest at a rate equal to the rate reasonably determined by the applicable
Issuing Lender to be the cost to such Issuing Lender of funding such LC
Disbursement plus the Applicable Margin applicable to the Revolving Eurodollar
Loans at such time and (ii) in the case of any LC Disbursement that is
reimbursed after the Business Day immediately succeeding such LC Disbursement
(A) be payable in U.S. Dollars, and (B) accrue interest on the U.S. Dollar
Amount thereof calculated using the Exchange Rate in effect on the date such LC
Disbursement was made, at the rate per annum then applicable to U.S. Revolving
Base Rate Loans or Canadian Revolving Base Rate Loans, as the case may be. Such
reimbursement payment shall be due and payable (i) at or before 1:00 P.M. (New
York time or Montreal, Quebec, time, as applicable) on the date the relevant
Issuing Lender notifies the relevant Borrower of such drawing, if such notice is
given at or before 10:00 A.M. (New York time or Montreal, Quebec, time, as
applicable) on such date or (ii) at or before 10:00 A.M. (New York time or
Montreal, Quebec, time, as applicable) on the next succeeding Business Day, if
such notice is given after 10:00 A.M. (New York time or Montreal, Quebec, time,
as applicable) on such date; PROVIDED that no payment otherwise required by this
sentence to be made by the relevant Borrower at or before 1:00 P.M. (New York
time or Montreal, Quebec, time, as applicable) on any day shall be overdue
hereunder if arrangements for such payment satisfactory to the applicable
Issuing Lender, in its reasonable discretion, shall have been made by the
relevant Borrower at or before 1:00 P.M. (New York time or the relevant local
time, as applicable) on such day and such payment is actually made at or before
3:00 P.M. (New York time or Montreal, Quebec time, as applicable) on such day.
If the relevant Borrower's reimbursement of, or obligation to reimburse, any
amounts in Canadian Dollars or Agreed Foreign Currency would subject the
Canadian Administrative Agent, the applicable Issuing Lender or any Lender to
any stamp duty, ad valorem charge or similar tax that would not be payable if
such reimbursement were made or required to be made in U.S. Dollars, such
Borrower shall, at its option, either (i) pay the amount of such tax requested
by the Canadian Administrative Agent, the relevant Issuing Lender or the
relevant Lender or (ii) reimburse each such LC Disbursement in U.S. Dollars, in
an amount equal to the U.S. Dollar Amount thereof, calculated using the
applicable Exchange Rate in effect on the date such LC Disbursement is made. If
the relevant Borrower fails to make any reimbursement when due hereunder, then
(i) if such payment relates to a Foreign Currency Letter of Credit,
automatically and with no further action required, such Borrower's obligation to
reimburse the applicable Issuing Lender and each other applicable Revolving
Lender for the applicable LC Disbursement shall be permanently converted into an
obligation to reimburse the U.S. Dollar Amount thereof calculated using the
Exchange Rate in effect on the date when such payment was due and (ii) the
Canadian Administrative Agent shall promptly notify the applicable Issuing
Lender and each other applicable Revolving Lender of the applicable LC
Disbursement, the U.S. Dollar Amount thereof and the payment then due from the
relevant Borrower in

                                      -69-


respect thereof. In addition to the foregoing, each relevant Borrower agrees to
pay to the relevant Issuing Lender interest, payable on demand, on any and all
amounts not paid by such Borrower to such Issuing Lender when due under this
SUBSECTION (h), for each day from and including the date when such amount
becomes due to but excluding the date such amount is paid in full, whether
before or after judgment, at a rate per annum equal to the sum of 2% plus the
rate applicable to U.S. Revolving Base Rate Loans, in the case of U.S. LC
Obligations, Canadian Revolving Base Rate Loans, in the case of Canadian LC
Obligations denominated in U.S. Dollars or C$ Prime Loans, in the case of
Canadian LC Obligations denominated in Canadian Dollars, as applicable, for such
day. Subject to the satisfaction of all applicable conditions set forth in
SECTION 4.02, the relevant Borrower may, at its option, utilize the U.S.
Swingline Commitment or Canadian Swingline Commitment or the U.S. Revolving
Commitments or Canadian Revolving Commitments, as applicable, in each case, or
make other arrangements for payment satisfactory to the relevant Issuing Lender,
for the reimbursement of all U.S. LC Disbursements or Canadian LC Disbursements,
as the case may be, as required by this SUBSECTION (h). Each reimbursement
payment to be made by any Borrower pursuant to this SUBSECTION (h) shall be made
to the relevant Issuing Lender in Federal (U.S. or Canadian, as applicable) or
other funds immediately available to it at its address referred to in
SECTION 10.01.

          (i) OBLIGATIONS OF U.S. REVOLVING LENDERS OR CANADIAN REVOLVING
LENDERS TO REIMBURSE ISSUING LENDERS FOR UNPAID LC DISBURSEMENTS. If the
relevant Borrower shall not have reimbursed an Issuing Lender in full for any LC
Disbursement as required pursuant to SUBSECTION (h) of this SECTION 2.05, the
Issuing Lender shall promptly notify the Canadian Administrative Agent and the
Canadian Administrative Agent shall promptly notify each U.S. Revolving Lender
or Canadian Revolving Lender as applicable (other than the relevant Issuing
Lender), and each such Revolving Lender shall promptly and unconditionally pay
to the Canadian Administrative Agent for the account of such Issuing Lender,
such U.S. Revolving Lender's or Canadian Revolving Lender's, as applicable,
pro-rata share of such unreimbursed LC Disbursement, each such Lender's pro-rata
share of such LC Disbursement to be determined by the proportion its U.S.
Revolving Commitment Percentage or Canadian Revolving Commitment Percentage, as
the case may be, bears to the aggregate U.S. Revolving Committed Amount or
aggregate Canadian Revolving Committed Amount, as applicable, in U.S. Dollars,
in the case of unreimbursed U.S. LC Disbursements, or unreimbursed Canadian LC
Disbursements denominated in U.S. Dollars or Agreed Foreign Currency, or
Canadian Dollars, in the case of unreimbursed Canadian LC Disbursements
denominated in Canadian Dollars, in each case, in Federal (U.S. or Canadian, as
applicable) or other immediately available funds. Such payment from the U.S.
Revolving Lenders or Canadian Revolving Lenders shall be due (i) at or before
1:00 P.M. (New York or Montreal, Quebec, time as applicable) on the date the
Canadian Administrative Agent so notifies a U.S. Revolving Lender or Canadian
Revolving Lender, as applicable, if such notice is given at or before 10:00 A.M.
(New York or Montreal, Quebec, time as applicable) on such date or (ii) at or
before 10:00 A.M. (New York or Montreal, Quebec, time as applicable) on the next
succeeding Business Day, together with interest on such amount for each day from
and including the date of such drawing to but excluding the day such payment is
due from such U.S. Revolving Lender or Canadian Revolving Lender, as applicable,
at the Federal Funds Rate, in the case of unreimbursed U.S. LC Disbursements or
unreimbursed Canadian LC Disbursements denominated in U.S. Dollars and CDOR Rate
in the case of unreimbursed Canadian LC Disbursements denominated in Canadian
Dollars, in each case, for such day (which funds the Canadian Administrative
Agent shall promptly remit to the applicable Issuing Lender). The failure of any
U.S. Revolving Lender or Canadian Revolving Lender, as -applicable, to make
available to the Canadian Administrative Agent for the account of an Issuing
Lender its pro-rata share of any unreimbursed LC Disbursement shall not relieve
any other U.S. Revolving Lender or Canadian Revolving Lender, as applicable, of
its obligation hereunder to make available to the Canadian Administrative Agent
for the account of such Issuing Lender its pro-rata share of any payment made
under any Letter of Credit on the date required, as specified above, but no such
Lender shall be responsible for the failure of any other Lender to make
available to the Canadian Administrative Agent for the account of the Issuing
Lender

                                      -70-


such other Lender's pro-rata share of any such payment. Upon payment in full of
all amounts payable by a Lender under this SUBSECTION (i), such Lender shall be
subrogated to the rights of the relevant Issuing Lender against the relevant
Borrower to the extent of such Lender's pro-rata share of the related LC
Obligation so paid (including interest accrued thereon). If any U.S. Revolving
Lender or Canadian Revolving Lender, as applicable, fails to pay any amount
required to be paid by it pursuant to this SUBSECTION (i) on the date on which
such payment is due, interest shall accrue on such Lender's obligation to make
such payment, for each day from and including the date such payment became due
to but excluding the date such Lender makes such payment, whether before or
after judgment, at a rate per annum equal to (i) for each day from the date such
payment is due to the third succeeding Business Day, inclusive, the Federal
Funds Rate in the case of unreimbursed U.S. LC Disbursements or unreimbursed
Canadian LC Disbursements denominated in U.S. Dollars or Agreed Foreign Currency
or the CDOR Rate in the case of unreimbursed Canadian LC Disbursements
denominated in Canadian Dollars, in each case, for such day as determined by the
relevant Issuing Lender and (ii) for each day thereafter, the sum of 2% plus the
rate applicable to its U.S. Revolving Base Rate Loans, Canadian Revolving Base
Rate Loans or C$ Prime Loans for such day. Any payment made by any Lender after
3:00 P.M. (New York or Montreal, Quebec, time as applicable) on any Business Day
shall be deemed for purposes of the preceding sentence to have been made on the
next succeeding Business Day.

          (j) FUNDS RECEIVED FROM A BORROWER IN RESPECT OF DRAWN LETTERS OF
CREDIT. Whenever an Issuing Lender receives a payment of a U.S. LC Obligation or
a Canadian LC Obligation as to which the Canadian Administrative Agent has
received for the account of such Issuing Lender any payments from the Lenders
pursuant to SUBSECTION (i) above, such Issuing Lender shall pay the amount of
such payment to the Canadian Administrative Agent and the Canadian
Administrative Agent shall promptly pay to each U.S. Revolving Lender or
Canadian Revolving Lender, as applicable, which has paid its pro-rata share
thereof, in U.S. Dollars or Canadian Dollars in Federal (U.S. or Canadian, as
applicable) or other immediately available funds, an amount equal to such
Lender's pro-rata share of the principal amount thereof and interest thereon for
each day after relevant date of payment at the Federal Funds Rate, in the case
of the U.S. LC Obligations or Canadian LC Obligations denominated in U.S.
Dollars or Agreed Foreign Currency or the CDOR Rate, in the case of Canadian LC
Obligations denominated in Canadian Dollars.

          (k) OBLIGATIONS IN RESPECT OF LETTERS OF CREDIT UNCONDITIONAL. The
obligations of each relevant Borrower under SECTION 2.05(h) above shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement, under all circumstances whatsoever,
including, without limitation, the following circumstances:

                 (i)    any lack of validity or enforceability of this Agreement
     or any Letter of Credit or any document related hereto or thereto;

                 (ii)   any amendment or waiver of or any consent to departure
     from all or any of the provisions of this Agreement or any Letter of Credit
     or any document related hereto or thereto;

                 (iii)  the use which may be made of the Letter of Credit by, or
     any acts or omission of, a beneficiary of a Letter of Credit (or any Person
     for whom the beneficiary may be acting);

                 (iv)   the existence of any claim, set-off, defense or other
     rights that such Borrower or any Subsidiary thereof may have at any time
     against a beneficiary of a Letter of Credit (or any Person for whom the
     beneficiary may be acting), any Issuing Lender or any other

                                      -71-


     Person, whether in connection with this Agreement or any Letter of Credit
     or any document related hereto or thereto or any unrelated transaction;

                 (v)    any statement or any other document presented under a
     Letter of Credit proving to be forged, fraudulent or invalid in any respect
     or any statement therein being untrue or inaccurate in any respect
     whatsoever;

                 (vi)   payment under a Letter of Credit against presentation to
     an Issuing Lender of a draft or certificate that does not comply with the
     terms of such Letter of Credit; PROVIDED that the relevant Issuing Lender's
     determination that documents presented under such Letter of Credit comply
     with the terms thereof shall not have constituted gross negligence or
     willful misconduct, as determined by a final and non-appealable decision of
     a court of competent jurisdiction, of such Issuing Lender; or

                 (vii)  any other act or omission to act or delay of any kind by
     any Issuing Lender (not constituting gross negligence or willful misconduct
     as determined by a final and non-appealable decision of a court of
     competent jurisdiction) or any other Person or any other event or
     circumstance whatsoever that might, but for the provisions of this
     SUBSECTION (vii), constitute a legal or equitable discharge of such
     Borrower's obligations hereunder.

          (l) DESIGNATION OF SUBSIDIARIES AS ACCOUNT PARTIES. Notwithstanding
anything to the contrary set forth in this Agreement, a Letter of Credit issued
hereunder may contain a statement to the effect that such Letter of Credit is
issued for the account of a Subsidiary of the relevant Borrower; PROVIDED that
notwithstanding such statement, the relevant Borrower requesting such Letter of
Credit shall be the actual account party for all purposes of this Agreement for
such Letter of Credit and such statement shall not affect such Borrower's
reimbursement obligations hereunder with respect to such Letter of Credit.

          (m) MODIFICATION AND EXTENSION. The issuance of any supplement,
modification, amendment, renewal, or extensions to any Letter of Credit shall,
for purposes hereof, be treated in all respects the same as a Credit Extension
hereunder.

          (n) UNIFORM CUSTOMS AND PRACTICES. Unless otherwise expressly agreed
by the relevant Issuing Lender and the relevant Borrower when a Letter of Credit
is issued (including any such agreement applicable to an Existing Letter of
Credit), (i) the rules of the "International Standby Practices 1998" published
by the Institute of International Banking Law & Practice (or such later version
thereof as may be in effect at the time of issuance) shall apply to each Standby
Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of
Commerce (the "ICC") at the time of issuance shall apply to each Trade Letter of
Credit.

          (o) RESPONSIBILITY OF ISSUING LENDERS. It is expressly understood and
agreed that the obligations of the Issuing Lenders hereunder to the U.S.
Revolving Lenders or Canadian Revolving Lenders, as applicable, are only those
expressly set forth in this Agreement and that each Issuing Lender shall be
entitled to assume that the conditions precedent set forth in SECTION 4.02 have
been satisfied unless it shall have acquired actual knowledge that any such
condition precedent has not been satisfied; PROVIDED, HOWEVER, that nothing set
forth in this SECTION 2.05 shall be deemed to prejudice the right of any U.S.
Revolving Lender or Canadian Revolving Lender, as applicable, to recover from
any Issuing Lender any amounts made available by such U.S. Revolving Lender or
Canadian Revolving Lender as applicable to such Issuing Lender pursuant to this
SECTION 2.05 in the event that it is determined by a final and non-appealable
decision of a court of competent jurisdiction that the payment with respect to a
Letter of Credit constituted gross negligence or willful misconduct on the part
of the Issuing Lender.

                                      -72-


          (p) CONFLICT WITH LC DOCUMENTS. In the event of any conflict between
this Agreement and any LC Document, this Agreement shall govern.

          (q) INDEMNIFICATION OF ISSUING LENDERS.

                 (i)    In addition to its other obligations under this
     Agreement, each relevant Borrower hereby agrees to protect, indemnify, pay
     and save each Issuing Lender harmless from and against any and all claims,
     demands, liabilities, damages, losses, costs, charges and expenses
     (including reasonable attorneys' fees) that such Issuing Lender may incur
     or be subject to as a consequence, direct or indirect, of (A) the issuance
     of any Letter of Credit for the account of such Borrower or (B) the failure
     of such Issuing Lender to honor a drawing under a Letter of Credit issued
     for the account of such Borrower as a result of any act or omission,
     whether rightful or wrongful, of any present or future de jure or de facto
     government or Governmental Authority (all such acts or omissions, herein
     called "GOVERNMENT ACTS").

                 (ii)   As between each relevant Borrower and each Issuing
     Lender, the relevant Borrower shall assume all risks of the acts or
     omissions of or the misuse of any Letter of Credit by the beneficiary
     thereof. The Issuing Lenders shall not be responsible for: (A) the form,
     validity, sufficiency, accuracy, genuineness (except with respect to such
     Issuing Lender) or legal effect of any document submitted by any party in
     connection with the application for and issuance of any Letter of Credit,
     even if it should in fact prove to be in any or all respects invalid,
     insufficient, inaccurate, fraudulent or forged; (B) the validity or
     sufficiency of any instrument transferring or assigning or purporting to
     transfer or assign any Letter of Credit or the rights or benefits
     thereunder or proceeds thereof, in whole or in part, that may prove to be
     invalid or ineffective for any reason; (C) failure of the beneficiary of a
     Letter of Credit to comply fully with conditions required in order to draw
     upon a Letter of Credit; (D) errors, omissions, interruptions or delays in
     transmission or delivery of any messages, by mail, cable, telegraph, telex
     or otherwise, whether or not they be in cipher; (E) errors in
     interpretation of technical terms; (F) any loss or delay in the
     transmission or otherwise of any documents required in order to make a
     drawing under a Letter of Credit or of the proceeds thereof; and (G) any
     consequences arising from causes beyond the control of the Issuing Lender,
     including, without limitation, any Government Acts. None of the above shall
     affect, impair, or prevent the vesting of the Issuing Lender's rights or
     powers hereunder.

                 (iii)  In furtherance and extension and not in limitation of
     the specific provisions hereinabove set forth, any action taken or omitted
     by an Issuing Lender, under or in connection with any Letter of Credit or
     the related certificates, if taken or omitted in good faith, shall not put
     the Issuing Lender under any resulting liability to any Borrower or any
     other Credit Party; PROVIDED, HOWEVER, that notwithstanding the foregoing,
     the Borrowers may have a claim against an Issuing Lender, and such Issuing
     Lender may be liable to the Borrowers, to the extent, but only to the
     extent, of any direct (as opposed to consequential or exemplary) damages
     suffered by either Borrower which such Borrower proves in a final and
     non-appealable judgment of a court of competent jurisdiction were caused by
     such Issuing Lender's willful misconduct or gross negligence or such
     Issuing Lender's failure to pay under any Letter of Credit issued by such
     Issuing Lender after the presentation to it by the beneficiary thereof of a
     sight draft and certificate(s) strictly complying with the terms and
     conditions of such Letter of Credit. It is the intention of the parties
     that this Agreement shall be construed and applied to protect and indemnify
     the Issuing Lenders against any and all risks involved in the issuance of
     any Letter of Credit, all of which risks are hereby assumed by the Credit
     Parties, including, without limitation, any and all risks of any present or
     future Government Acts; PROVIDED, HOWEVER, that notwithstanding the
     foregoing, the Borrowers may have a claim against an Issuing Lender, and

                                      -73-


     such Issuing Lender may be liable to the Borrowers, to the extent, but only
     to the extent, of any direct (as opposed to consequential or exemplary)
     damages suffered by either Borrower which such Borrower proves in a final
     and non-appealable judgment of a court of competent jurisdiction were
     caused by such Issuing Lender's willful misconduct or gross negligence or
     such Issuing Lender's failure to pay under any Letter of Credit issued by
     such Issuing Lender after the presentation to it by the beneficiary thereof
     of a sight draft and certificate(s) strictly complying with the terms and
     conditions of such Letter of Credit. The Issuing Lenders shall not, in any
     way, be liable for any failure by the Issuing Lenders or anyone else to pay
     any drawing under any Letter of Credit as a result of any Government Acts
     or any other cause beyond the control of the Issuing Lenders.

                 (iv)   Nothing in this SUBSECTION (q) is intended to limit the
     reimbursement obligation of any Borrower contained in this SECTION 2.05.
     The obligations of each relevant Borrower under this SUBSECTION (q) shall
     survive the termination of this Agreement. No act or omission of any
     current or prior beneficiary of a Letter of Credit shall in any way affect
     or impair the rights of any Issuing Lender to enforce any right, power or
     benefit under this Agreement.

                 (v)    Notwithstanding anything to the contrary contained in
     this SUBSECTION (q), no Borrower shall have any obligation to indemnify any
     Issuing Lender to the extent arising out of any liability incurred by the
     Issuing Lender arising of the gross negligence or willful misconduct of the
     Issuing Lender, as determined by a court of competent jurisdiction in a
     final and non-appealable judgment. Nothing in this Agreement shall relieve
     any Issuing Lender of any liability to any Borrower in respect of any
     action taken by the Issuing Lender which action constitutes gross
     negligence or willful misconduct of the Issuing Lender or a violation of
     the UCP or Uniform Commercial Code, as applicable, as determined by a final
     and non-appealable decision of a court of competent jurisdiction.

          (r) CASH COLLATERAL. If any Borrower is required pursuant to the terms
of this Agreement or any other Senior Finance Document to Cash Collateralize any
LC Obligations, such Borrower shall deposit in a U.S. Dollar or Canadian Dollar
account, as applicable (which may be a U.S. LC Cash Collateral Account under the
U.S. Security Agreement or Canadian LC Cash Collateral Account under the PPSA
Security Agreement, as the case may be), with the relevant Collateral Agent an
amount in U.S. Dollars in the case of U.S. LC Obligations or Canadian LC
Obligations denominated in U.S. Dollars and Canadian Dollars in the case of
Canadian LC Obligations denominated in Canadian Dollars in cash, equal to 105%
of such LC Obligations; PROVIDED that the portions of such amount attributable
to undrawn Foreign Currency Letters of Credit or LC Disbursements in an Agreed
Foreign Currency reimbursement for which is not yet overdue shall be deposited
in such Agreed Foreign Currency in the actual amounts of such undrawn Letters of
Credit and LC Disbursements. Such deposits shall be held by the relevant
Collateral Agent as collateral for the payment and performance of the respective
LC Obligations. For purposes of this PARAGRAPH (r), the relevant Foreign
Currency LC Exposure shall be calculated using the Exchange Rates in effect on
the date the applicable Borrower is required to Cash Collateralize the relevant
Foreign Currency Letter of Credit pursuant to this Agreement or any other Senior
Finance Document. The relevant Collateral Agent shall have exclusive dominion
and control, including the exclusive right of withdrawal, over each collateral
account referred to in this SUBSECTION (r). The relevant Collateral Agent will,
at the request of the relevant Borrower, invest amounts deposited in such
accounts in Cash Equivalents; PROVIDED, HOWEVER, that (i) the relevant
Collateral Agent shall not be required to make any investment that, in its sole
judgment, would require or cause such Collateral Agent to be in, or would result
in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a
first priority perfected security interest in favor of such Collateral Agent and
(iii) if an Event of Default shall have occurred and be continuing, the
selection of such Cash Equivalents shall be in the sole discretion of such
Collateral Agent. The relevant Borrower shall indemnify each Collateral Agent
for any losses relating to

                                      -74-


such investments in Cash Equivalents. Other than any interest or profits earned
on such investments, such deposits shall not bear interest. Interest or profits,
if any, on such investments shall accumulate in such accounts. Moneys in such
accounts shall be applied by the relevant Collateral Agent to reimburse the
Issuing Lenders immediately for drawings under the applicable Letters of Credit
and, if the maturity of the Loans has been accelerated, to satisfy the relevant
LC Obligations of the relevant Borrower. If a Borrower is required to provide an
amount of cash collateral hereunder as a result of an Event of Default, such
amount (to the extent not applied as aforesaid) shall be returned to such
Borrower within three Business Days after all Events of Default have been cured
or waived. If a Borrower is required to provide an amount of cash collateral
hereunder pursuant to SECTION 2.09(a) or 2.10(b)(i), (ii) or (iii), such amount
(to the extent not applied as aforesaid) shall be returned to such Borrower upon
demand; PROVIDED that, after giving effect to such return, (i) the aggregate
U.S. Revolving Outstandings would not exceed the U.S. Revolving Committed Amount
or the aggregate Canadian Revolving Outstandings would not exceed the Canadian
Revolving Committed Amount, as applicable, and (ii) no Default or Event of
Default shall have occurred and be continuing. Each Borrower hereby pledges and
assigns to each respective Collateral Agent, for its respective benefit and the
benefit of the Finance Parties, each cash collateral account established by it
hereunder (and all monies and investments held therein) to secure its Finance
Obligations.

          (s) CONVERSION. If the Loans become immediately due and payable on any
date pursuant to ARTICLE VIII, all amounts (i) that a Borrower is at the time or
thereafter becomes required to reimburse or otherwise pay to the Canadian
Administrative Agent in respect of LC Disbursements made under any Foreign
Currency Letter of Credit (other than amounts in respect of which such Borrower
has deposited cash collateral pursuant to SECTION 2.05(r), if such cash
collateral was deposited in the applicable Agreed Foreign Currency, to the
extent so deposited or applied), (ii) that the applicable Revolving Lenders are
at the time or thereafter become required to pay to the Canadian Administrative
Agent and the Canadian Administrative Agent is at the time or thereafter becomes
required to distribute to the applicable Issuing Lender pursuant to SECTION
2.05(i) above in respect of unreimbursed LC Disbursements made under any Foreign
Currency Letter of Credit and (iii) of each applicable Revolving Lender's
Participation Interest in any Foreign Currency Letter of Credit under which an
LC Disbursement has been made shall, in each case automatically and with no
further action required, be converted into the U.S. Dollar Amount thereof
calculated using the Exchange Rates in effect on such date (or in the case of
any LC Disbursements made after such date, on the date such LC Disbursement is
made). On and after such conversion, all amounts accruing and owed to the
Canadian Administrative Agent, the applicable Issuing Lender or any Lender in
respect of the Senior Obligations described in this paragraph shall accrue and
be payable in U.S. Dollars at the rates otherwise applicable hereunder.

          (t) RESIGNATION OR REMOVAL OF AN ISSUING LENDER. An Issuing Lender may
resign at any time by giving 60 days' notice to the Canadian Administrative
Agent, the U.S. Revolving Lenders or Canadian Revolving Lenders, as applicable,
and the Parent Borrower or the U.S. Borrower, as applicable; PROVIDED, HOWEVER,
that any such resignation shall not affect the rights or obligations of the
Issuing Lender with respect to Letters of Credit issued by it prior to such
resignation. Upon any such resignation, the Parent Borrower or the U.S.
Borrower, as applicable, shall (within 60 days after such notice of resignation)
either appoint a successor, or terminate the unutilized LC Commitment of such
Issuing Lender; PROVIDED, HOWEVER, that, if the Parent Borrower elects to
terminate such unutilized LC Commitment, the Parent Borrower or the U.S.
Borrower, as applicable, may at any time thereafter that the U.S. Revolving
Commitments or Canadian Revolving Commitment as applicable are in effect
reinstate such LC Commitment in connection with the appointment of another
Issuing Lender. Subject to SUBSECTION (u) below, upon the acceptance of any
appointment as an Issuing Lender hereunder by a successor Issuing Lender, such
successor shall succeed to and become vested with all the interests, rights and
obligations of the retiring Issuing Lender and the retiring Issuing Lender shall
be discharged from its obligations to issue Additional Letters of Credit
hereunder. The acceptance of any appointment as Issuing

                                      -75-


Lender hereunder by a successor Issuing Lender shall be evidenced by an
agreement entered into by such successor, in a form reasonably satisfactory to
the Parent Borrower or the U.S. Borrower, as applicable, and the Canadian
Administrative Agent and, from and after the effective date of such agreement,
(i) such successor shall be a party hereto and have all the rights and
obligations of an Issuing Lender under this Agreement and the other Senior
Finance Documents and (ii) references herein and in the other Senior Finance
Documents to the "Issuing Lender" shall be deemed to refer to such successor or
to any previous Issuing Lender, or to such successor and all previous Issuing
Lenders, as the context shall require.

          (u) RIGHTS WITH RESPECT TO OUTSTANDING LETTERS OF CREDIT. After the
resignation of an Issuing Lender hereunder the retiring Issuing Lender shall
remain a party hereto and shall continue to have all the rights and obligations
of an Issuing Lender under this Agreement and the other Senior Finance Documents
with respect to Letters of Credit issued by it prior to such resignation, but
shall not be required to issue additional Letters of Credit.

          (v) REPORTING. Each Issuing Lender will report in writing to the
Canadian Administrative Agent (i) on or prior to each Business Day on which such
Issuing Lender expects to issue, amend, renew or extend any Letter of Credit,
the date of such issuance or amendment, and the aggregate U.S. Dollar Amount
(and Canadian Dollar Amount in the case of Canadian Letters of Credit
denominated in Canadian Dollars) of the face amount of Letters of Credit to be
issued, amended, renewed or extended by it and outstanding after giving effect
to such issuance, amendment, renewal or extension (and such Issuing Lender shall
advise the Canadian Administrative Agent on such Business Day whether such
issuance, amendment, renewal or extension occurred and whether the amount
thereof changed), (ii) on each Business Day on which such Issuing Lender makes
any LC Disbursement, the date of such LC Disbursement, the amount (in the
applicable currency), the currency and the U.S. Dollar Amount (and, if
applicable, the Canadian Dollar Amount) of such LC Disbursement and (iii) on any
Business Day on which any relevant Borrower fails to reimburse an LC
Disbursement required to be reimbursed to such Issuing Lender on such day, the
date of such failure, the relevant Borrower, the currency and the U.S. Dollar
Amount (and, if applicable, Canadian Dollar Amount) of such LC Disbursement.

          SECTION 2.06 BANKERS' ACCEPTANCES. The Parent Borrower may issue
Bankers' Acceptances denominated in Canadian Dollars, for acceptance and, at the
Parent Borrower's option, purchase by the Canadian Revolving Lenders (in the
case of a new Credit Extension under the Canadian Revolving Commitment or a
conversion/continuation of Canadian Revolving Loans pursuant to SECTION 2.08) in
accordance with the provisions of this SECTION 2.06. Notwithstanding any other
provision of this SECTION 2.06, no Canadian Revolving Lender shall be obligated
to make a new Credit Extension by accepting and purchasing Bankers' Acceptances
unless, after giving effect to such Credit Extension, the aggregate Canadian
Revolving Outstandings do not exceed the Canadian Revolving Committed Amount.

          (a) METHOD OF ISSUANCE OF BANKERS' ACCEPTANCES. The Parent Borrower
shall give the Canadian Administrative Agent notice substantially in the form of
EXHIBIT A-2 hereto (a "BANKERS' ACCEPTANCE REQUEST") of any requested borrowing
by way of Bankers' Acceptances prior to 10:00 A.M. (Montreal, Canada time) two
Business Days prior to the proposed date of the issuance of Bankers'
Acceptances. Such Bankers' Acceptance Request shall specify: (i) the proposed
issuance date of the related Bankers' Acceptances (which shall be a Business
Day); (ii) the amount of such borrowing (in Canadian Dollars); (iii) the
proposed BA Contract Period to be applicable thereto; and (iv) if such borrowing
relates to conversion/continuation of a Loan or previously issued Banker's
Acceptance, the relevant Notice of Extension/Conversion. Each borrowing by way
of Bankers' Acceptances shall be in a minimum aggregate undiscounted face amount
of C$2,500,000 or any larger multiple of C$1,000,000 (except that any such
borrowing in the form of a new Credit Extension under the Canadian Revolving
Commitment may be in the aggregate amount of the unused Canadian Revolving
Committed Amount). The undiscounted face amount of each Bankers' Acceptance
shall be C$1,000,000 or any larger multiple

                                      -76-


thereof. Bankers' Acceptances shall be in form and substance reasonably
satisfactory to each Canadian Revolving Lender. Notwithstanding anything herein
to the contrary, no more than 15 issuances of Bankers' Acceptances shall be
outstanding hereunder at any one time.

          (b) BANKERS' ACCEPTANCES IN BLANK. To facilitate the acceptance of
Bankers' Acceptances under this Agreement, the Parent Borrower shall, from time
to time as required, provide to the Canadian Administrative Agent Drafts duly
executed and endorsed in blank by the Parent Borrower in quantities sufficient
for each Canadian Revolving Lender to fulfill its obligations hereunder. In
addition, the Parent Borrower hereby appoints each Canadian Revolving Lender or
the Canadian Administrative Agent as its attorney, with respect to Bankers'
Acceptances for which the Parent Borrower has provided a Bankers' Acceptance
Request:

                 (i)    to complete and sign on behalf of the Parent Borrower,
     either manually or by facsimile or mechanical signature, the Drafts to
     create the Bankers' Acceptances (with, in each relevant Lender's or the
     Canadian Administrative Agent's discretion, the inscription "This is a
     depository bill subject to the Depository Bills and Notes Act (Canada)");

                 (ii)   after the acceptance thereof by any Canadian Revolving
     Lender or the Canadian Administrative Agent, to endorse on behalf of the
     Parent Borrower, either manually or by facsimile or mechanical signature,
     such Bankers' Acceptance in favor of the applicable purchaser or endorsee
     thereof including, in such Canadian Revolving Lender's or the Canadian
     Administrative Agent's discretion, such Lender or the Canadian
     Administrative Agent or a clearing house (as defined by the Depository
     Bills and Notes Act (Canada));

                 (iii)  to deliver such Bankers' Acceptances to such purchaser
     or to deposit such Bankers' Acceptances with such clearing house; and

                 (iv)   to comply with the procedures and requirements
     established from time to time by such Lender or the Canadian Administrative
     Agent or such clearing house in respect of the delivery, transfer and
     collection of bankers' acceptances and depository bills.

          Furthermore, while Canadian Revolving Loans, Bankers' Acceptances or
Canadian Revolving Commitments are outstanding, the Canadian Administrative
Agent is hereby appointed the irrevocable agent of the Parent Borrower with the
power and authority to make the necessary arrangements for the negotiation, sale
and delivery on the money market, in accordance with normal market practice, of
Bankers' Acceptances issued hereunder.

          The Parent Borrower recognizes and agrees that all Bankers'
Acceptances signed, endorsed, delivered or deposited on its behalf by a Canadian
Revolving Lender shall bind the Parent Borrower as fully and effectually as if
signed in the handwriting of and duly issued, delivered or deposited by an
authorized officer of the Parent Borrower. Each Canadian Revolving Lender is
hereby authorized to accept such Drafts or issue such Bankers' Acceptances
endorsed in blank in such face amounts as may be determined by such Canadian
Revolving Lender in accordance with the terms of this Agreement; PROVIDED that
the aggregate amount thereof is less than or equal to the aggregate amount of
Bankers' Acceptances required to be accepted by such Canadian Revolving Lender.
No Canadian Revolving Lender shall be responsible or liable for its failure to
accept a Bankers' Acceptance if the cause of such failure is, in whole or in
part, due to the failure of the Parent Borrower to provide duly executed and
endorsed Drafts to the Canadian Administrative Agent on a timely basis, nor
shall any Canadian Revolving Lender be liable for any damage, loss or other
claim arising by reason of any loss or improper use of any such instrument,
except loss or improper use arising by reason of the gross negligence or willful
misconduct of such Canadian Revolving Lender. The Canadian Administrative Agent
and each

                                      -77-


Canadian Revolving Lender shall exercise such care in the custody and
safekeeping of Drafts as it would exercise in the custody and safekeeping of
similar property owned by it. Each Canadian Revolving Lender will, upon the
request of the Parent Borrower, promptly advise the relevant Borrower of the
number and designation, if any, of Drafts then held by it for the Parent
Borrower. Each Canadian Revolving Lender shall maintain a record with respect to
Drafts and Bankers' Acceptances (i) received by it from the Canadian
Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii)
accepted by it hereunder, (iv) purchased by it hereunder and (v) canceled at
their respective maturities. Each Canadian Revolving Lender further agrees to
retain such records in the manner and for the statutory periods provided in the
various Canadian provincial or federal statutes and regulations which apply to
such Canadian Revolving Lender.

          (c) EXECUTION OF BANKERS' ACCEPTANCES. Drafts of the Parent Borrower
to be accepted as Bankers' Acceptances hereunder shall be duly executed on
behalf of the Parent Borrower. Notwithstanding that any person whose signature
appears on any Bankers' Acceptance as a signatory for the Parent Borrower may no
longer be an authorized signatory for the relevant Borrower at the date of
issuance of a Bankers' Acceptance, such signature shall nevertheless be valid
and sufficient for all purposes as if such authority had remained in force at
the time of such issuance, and any such Bankers' Acceptance so signed shall be
binding on the Parent Borrower.

          (d) ISSUANCE OF BANKERS' ACCEPTANCES. Promptly following receipt of
Bankers' Acceptance Requests, the Canadian Administrative Agent shall so advise
the Canadian Revolving Lenders, and shall advise each Canadian Revolving Lender
of the undiscounted face amount and BA Contract Period of each Draft to be
accepted by it. The aggregate face amount of Drafts to be accepted by a Canadian
Revolving Lender shall be determined by the Canadian Administrative Agent on a
pro-rata basis by reference to the respective Canadian Revolving Commitments of
the Canadian Revolving Lenders except that, if the face amount of a Draft which
would otherwise be accepted by a Canadian Revolving Lender would not be
C$100,000 or a larger multiple thereof, such face amount shall be increased or
reduced by the Canadian Administrative Agent in its reasonable discretion to the
nearest whole multiple of C$100,000.

          (e) ACCEPTANCE OF BANKERS' ACCEPTANCES. Each Draft to be accepted by a
Canadian Revolving Lender shall be accepted at such Lender's Applicable Lending
Office in Canada.

          (f) PURCHASE OF BANKERS' ACCEPTANCES. Each Canadian Revolving Lender
shall be required to purchase (subject to the commercial availability of a
resale market) from the Parent Borrower on the date of issuance of each Bankers'
Acceptance, at the Applicable BA Discount Rate, the Bankers' Acceptances
accepted by it on such date and to provide to the Canadian Administrative Agent
the BA Discount Proceeds thereof not later than 12:00 Noon (Montreal, Canada
time) on such date for the account of the Parent Borrower. The BA Acceptance Fee
payable by the Parent Borrower to such Canadian Revolving Lender under
SECTION 2.12(c) in respect of each Bankers' Acceptance accepted and purchased by
such Canadian Revolving Lender from the Parent Borrower shall be netted out of
the BA Discount Proceeds payable by such Canadian Revolving Lender under this
SECTION 2.06(f). Not later than 2:00 P.M. (Montreal, Canada time) on the date of
issuance of each Bankers' Acceptance, the Canadian Administrative Agent shall
make such BA Discount Proceeds available to the Parent Borrower by crediting the
account of the Parent Borrower on the books of the Canadian Administrative
Agent's Office with the aggregate of the amounts made available to the Canadian
Administrative Agent by the Canadian Revolving Lenders and in like funds as
received by the Canadian Administrative Agent.

          (g) SALE OF BANKERS' ACCEPTANCES. Each Lender may at any time and from
time to time hold, sell, rediscount or otherwise dispose of any or all of the
Bankers' Acceptances accepted and purchased by it hereunder.

                                      -78-


          (h) WAIVER OF PRESENTMENT AND OTHER CONDITIONS. To the extent
permitted by applicable law, the Parent Borrower waives presentment for payment
and any other defense to payment of any amounts due to a Lender in respect of a
Bankers' Acceptance accepted by it pursuant to this Agreement, which might exist
solely by reason of such Bankers' Acceptance being held, at the maturity
thereof, by such Lender in its own right, and the Parent Borrower agrees not to
claim any days of grace if such Lender as holder sues the Parent Borrower on the
Bankers' Acceptances for payment of the amount payable by the Parent Borrower
thereunder.

          (i) REIMBURSEMENT OBLIGATIONS. The Parent Borrower shall be
irrevocably and unconditionally obligated forthwith to reimburse each relevant
Lender in Canadian Dollars for the face amount of each Bankers' Acceptance
accepted by such Lender pursuant to this Agreement. Such reimbursement payment
shall be due and payable at or before 12:00 Noon (Montreal, Canada time) on the
maturity date for the relevant Bankers' Acceptance. The Parent Borrower shall
make each such reimbursement payment (i) by causing any proceeds of a Refunding
Bankers' Acceptance issued in accordance with SUBSECTION 2.06(d) or conversion
of such Bankers' Acceptance in accordance with SECTION 2.08 to be applied in
reduction of such reimbursement payment and/or (ii) by depositing the amount of
such reimbursement payment (or any portion thereof remaining unpaid after
application of any proceeds referred to in CLAUSE (i)) with the Canadian
Administrative Agent's Office. The Parent Borrower's payment in accordance with
this subsection shall satisfy its obligations under any Bankers' Acceptance to
which it relates, and the Lender, which has accepted such Bankers' Acceptance,
shall thereafter be solely responsible for the payment of such Bankers'
Acceptance.

          (j) REFUNDING BANKERS' ACCEPTANCES. The Parent Borrower shall give the
Canadian Administrative Agent notice prior to 10:00 A.M. (Montreal, Canada time)
two Business Days prior to the maturity date of each Bankers' Acceptance of the
Parent Borrower's intention to issue a Bankers' Acceptance (each a "REFUNDING
BANKERS' ACCEPTANCE") on such maturity date to provide for the payment of such
maturing Bankers' Acceptance (it being understood that payments by the Parent
Borrower and fundings by the Lenders in respect of each maturing Bankers'
Acceptance and the related Refunding Bankers' Acceptance shall be made on a net
basis reflecting the difference between the undiscounted face amount of such
maturing Bankers' Acceptance and the BA Discount Proceeds (net of the applicable
BA Acceptance Fee) of such Refunding Bankers' Acceptance). If the Parent
Borrower fails to give such notice or does not have sufficient funds on deposit
in the amount of reimbursement payment in accordance with SECTION 2.06(i), the
Parent Borrower shall be deemed to have requested that such maturing Bankers'
Acceptance be repaid with the proceeds of C$ Prime Loans (without any
requirement to give notice with respect thereto), commencing on the maturity
date of such maturing Bankers' Acceptance.

          (k) CASH COLLATERAL. Upon the occurrence and during the continuance of
any Event of Default, the Parent Borrower shall, forthwith, without any demand
or the taking of any action by the Canadian Administrative Agent, deposit in an
account with the Canadian Collateral Agent an amount in Canadian Dollars in cash
equal to the then aggregate face amount of all outstanding Bankers' Acceptances.
The Canadian Collateral Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Such deposits
shall bear interest at the Canadian Collateral Agent's rates as may be
applicable in respect of other deposits of similar amounts for similar terms.
Interest, if any, on amounts held in such account shall accumulate in such
account. Monies in such account shall be applied by the Canadian Collateral
Agent to reimburse the Canadian Revolving Lenders immediately upon the maturity
of outstanding Bankers' Acceptances purchased by such Lenders. If the Parent
Borrower is required to provide an amount of cash collateral hereunder, such
amount (to the extent not applied as aforesaid) shall be returned to the Parent
Borrower within three Business Days after all Events of Default have been cured
or waived. The Parent Borrower hereby pledges and assigns to the Canadian
Collateral Agent, for its benefit and the benefit of the Finance Parties, each
cash collateral

                                      -79-


account established by it hereunder (and all monies and investments held
therein) to secure its Finance Obligations.

          (l) SPECIAL INTERPRETIVE PROVISIONS RELATING TO NOTES. For avoidance
of doubt, any note contemplated by clause (b) of the definition of Bankers'
Acceptances and issued by the Parent Borrower hereunder shall be deemed to be
accepted by the relevant Canadian Revolving Lender upon the purchase of such
note by such Canadian Revolving Lender and the provisions of this SECTION 2.06
shall govern and be read accordingly.

          SECTION 2.07 INTEREST.

          (a) RATE OPTIONS APPLICABLE TO LOANS. Each Borrowing made prior to the
Syndication Date shall be comprised of (i) in the case of U.S.
Dollar-Denominated Loans, Base Rate Loans or (except in the case of the U.S.
Dollar-Denominated Loans that are Swingline Loans, which shall be made and
maintained as Base Rate Loans), no earlier than 30 days after the Closing Date
(unless earlier consented to by the Administrative Agents in their sole
discretion), Eurodollar Loans with a one-month Interest Period (ending on the
same date) and (ii) in the case of Loans denominated in Canadian Dollars, C$
Prime Loans, in each case as the relevant Borrower may request pursuant to
SECTION 2.02. Each Borrowing made on or after the Syndication Date shall be
comprised of (i) in the case of U.S. Dollar-Denominated Loans, Base Rate Loans
or (except in the case of the U.S. Dollar-Denominated Loans that are Swingline
Loans, which shall be made and maintained as Base Rate Loans) Eurodollar Loans
and (ii) in the case of Loans denominated in Canadian Dollars, C$ Prime Loans,
in each case as the relevant Borrower may request pursuant to SECTION 2.02.
Borrowings of more than one Type may be outstanding at the same time; PROVIDED,
HOWEVER, that no Borrower may request any Borrowing that, if made, would result
in an aggregate for any Class of more than 10 separate Groups of Eurodollar
Loans being outstanding hereunder at any one time. For this purpose, Loans
having different Interest Periods, regardless of whether commencing on the same
date, shall be considered separate Groups.

          (b) BASE RATE LOANS. Each Loan of a Class, which is made as, or
converted into, a Base Rate Loan, shall bear interest on the outstanding
principal amount thereof, for each day from the date such Loan is made as, or
converted into, a Base Rate Loan until it becomes due or is converted into a
Loan of any other Type, at a rate per annum equal to the Base Rate for such day
plus the then Applicable Margin. Such interest shall be payable in arrears on
each Interest Payment Date and, with respect to the principal amount of any Base
Rate Loan converted to a Eurodollar Loan, on the date such Base Rate Loan is so
converted. Any overdue principal of and, to the extent permitted by Law,
interest on any Base Rate Loan of any Class shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to the sum of 2% plus
the rate otherwise applicable to Base Rate Loans of the same Class for such day.

          (c) C$ PRIME LOANS. Each C$ Prime Loan shall bear interest on the
outstanding principal amount thereof, for each day from the date such Loan is
made as, or converted into, a C$ Prime Loan until it becomes due or is converted
into a Bankers' Acceptance, at a rate per annum equal to the C$ Prime Rate for
such day plus the then Applicable Margin. Such interest shall be payable in
arrears on each Interest Payment Date and, with respect to the principal amount
of any C$ Prime Loan converted to a Bankers' Acceptance, on the date such C$
Prime Loan is so converted. To the extent permitted by Law, any overdue
principal of and interest on any C$ Prime Loan shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to the sum of 2% plus
the rate otherwise applicable to C$ Prime Loans for such day.

          (d) EURODOLLAR LOANS. Each Eurodollar Loan of a Class shall bear
interest on the outstanding principal amount thereof, for each day during the
Interest Period applicable thereto, at a rate

                                      -80-


per annum equal to the sum of the applicable Adjusted Eurodollar Rate for such
Interest Period plus the Applicable Margin. Such interest shall be payable for
each Interest Period on each Interest payment Date. To the extent permitted by
Law, any overdue principal of and interest on any Eurodollar Loan of any Class
shall bear interest, payable on demand, for each day until paid at a rate per
annum equal to the sum of 2% plus the rate otherwise applicable to Eurodollar
Loans of the same Class for such day.

          (e) DETERMINATION AND NOTICE OF INTEREST RATES. The Term B
Administrative Agent or Canadian Administrative Agent, as applicable, shall
determine each interest rate applicable to the Loans hereunder. The relevant
Administrative Agent shall give prompt notice to the relevant Borrower and the
participating Lenders of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error. Any
notice with respect to Eurodollar Loans shall, without the necessity of the
relevant Administrative Agent so stating in such notice, be subject to the
provisions of the definition of "Applicable Margin" providing for adjustments in
the Applicable Margin applicable to such Loans after the beginning of the
Interest Period applicable thereto. When during an Interest Period any event
occurs that causes an adjustment in the Applicable Margin applicable to Loans to
which such Interest Period is applicable, the relevant Administrative Agent
shall give prompt notice to the relevant Borrower and the Lenders of such event
and the adjusted rate of interest so determined for such Loans, and its
determination thereof shall be conclusive in the absence of manifest error.

          (f) DEFAULT INTEREST. Upon the occurrence and during the continuance
of an Event of Default, the principal of and, to the extent permitted by Law,
interest on the Loans and any other amounts owing herein or under the other
Finance Documents shall bear interest, payable on demand, at a per annum rate
equal to (i) in the case of principal of any Loan, the rate otherwise applicable
to such Loan during such period pursuant to this SECTION 2.07 plus 2.00%
(without duplication of any amount owing in respect of Base Rate Loans under the
third sentence of SECTION 2.07(b), in respect of C$ Prime Loans under the third
sentence of SECTION 2.07(c) or in respect of Eurodollar Loans under the third
sentence of SECTION 2.07(d)), (ii) in the case of interest on any Loan, the rate
specified in the third sentence of SECTION 2.07(b) in respect of Base Rate
Loans, the rate specified in the third sentence of SECTION 2.07(c) in respect of
C$ Prime Rate Loans or the rate specified in the third sentence of SECTION
2.07(d) in respect of Eurodollar Loans and (iii) in the case of any other
amount, if expressly provided for herein, at the rate so provided and otherwise
at the Base Rate plus the Applicable Margin for U.S. Revolving Base Rate Loans
plus 2.00%.

          SECTION 2.08 EXTENSION AND CONVERSION.

          (a) CONTINUATION AND CONVERSION OPTIONS. The Loans included in each
Borrowing shall bear interest initially at the type of rate allowed by
SECTION 2.07 and as specified by the relevant Borrower in the applicable Notice
of Borrowing. Thereafter, the relevant Borrower shall have the option, on any
Business Day, to elect to change or continue the type of interest rate borne by
each Group of Loans or Credit Extensions (subject in each case to the provisions
of ARTICLE III, SECTIONS 2.07(a) and 2.08(d)), as follows:

                 (i)    if such Loans are Base Rate Loans, the relevant Borrower
     may elect to convert such Loans to Eurodollar Loans as of any Business Day;

                 (ii)   if such Loans are Eurodollar Loans, the relevant
     Borrower may elect to continue such Loans as Eurodollar Loans for an
     additional Interest Period, subject to SECTION 3.05 in the case of any such
     continuation effective on any day other than the last day of the then
     current Interest Period applicable to such Loans;

                                      -81-


                 (iii)  if such Loans are Eurodollar Loans, the relevant
     Borrower may elect to convert such loans to Base Rate Loans, subject to
     SECTION 3.05 in the case of any such conversion effective on any day other
     than the last day of the then current Interest Period applicable to such
     Loans;

                 (iv)   if such Loans are C$ Prime Loans, the Parent Borrower
     may elect to convert such Loans to Bankers' Acceptances; and

                 (v)    the Parent Borrower may elect to convert Bankers'
     Acceptances to C$ Prime Loans.

Each such election shall be made by delivering a notice, substantially in the
form of EXHIBIT A-1 hereto, in the case of the U.S. Borrower, or substantially
in the form of EXHIBIT A-2 hereto, in the case of the Parent Borrower (a "NOTICE
OF EXTENSION/CONVERSION," which may be by telephone if promptly confirmed in
writing), which notice shall not thereafter be revocable by the relevant
Borrower, to the Term B Administrative Agent (in the case of Term B Loans) and
the Canadian Administrative Agent (in the case of U.S. Revolving Loans, Canadian
Revolving Loans, Term A Loans and Bankers' Acceptances) not later than
10:00 A.M. (local time in the applicable Administrative Office) on the third
Business Day before the conversion or continuation selected in such notice is to
be effective. A Notice of Extension/Conversion may, if it so specifies, apply to
only a portion of the aggregate principal amount of the relevant Group of Loans
and/or the amount of Bankers' Acceptances; PROVIDED that (i) such portion is
allocated ratably among the Loans comprising such Group and (ii) the portion to
which such Notice applies, and the remaining portion to which it does not apply,
are each (A) C$1,000,000 (and larger multiples of C$1,000,000 in excess
thereof), in the case of conversions to or from Bankers' Acceptances, (B)
C$1,000,000 (and larger multiples of C$1,000,000), in the case of conversions to
C$ Prime Loans and (C) in all other cases, US$2,000,000 or any larger multiple
of US$500,000. Notwithstanding the foregoing, a Borrower may not (i) elect to
convert the currency in which any Loan is denominated, (ii) elect to convert any
C$ Prime Loan to a Bankers' Acceptance while any Default or Event of Default has
occurred and is continuing or (iii) elect to convert any Bankers' Acceptance to
a C$ Prime Loan on any date other than the maturity date for such Bankers'
Acceptance.

          (b) CONTENTS OF NOTICE OF EXTENSION/CONVERSION. Each Notice of
Extension/Conversion shall specify:

                 (i)    the Group of Loans (or portion thereof) or Bankers'
     Acceptances to which such notice applies;

                 (ii)   the date on which the conversion or continuation
     selected in such notice is to be effective, which shall comply with the
     applicable clause of SUBSECTION 2.08(a) above;

                 (iii)  if the Loans comprising such Group are to be converted,
     the new Type of Loans and, (A) if the Loans being converted are to be
     Eurodollar Loans, the duration of the next succeeding Interest Period
     applicable thereto or, (B) if the Loans converted are to be borrowed by way
     of Bankers' Acceptances, the duration of the next succeeding BA Contract
     Period applicable thereto; and

                 (iv)   if such Loans are to be continued as Eurodollar Loans
     for an additional Interest Period, the duration of such additional Interest
     Period.

Each Interest Period and BA Contract Period specified in a Notice of Interest
Rate Election shall comply with the provisions of the definitions of the terms
"Interest Period" and "BA Contract Period",

                                      -82-


respectively. If no Notice of Extension/Conversion is timely received prior to
the end of an Interest Period for any Group of Eurodollar Loans, the relevant
Borrower shall be deemed to have elected that such Group be converted to Base
Rate Loans as of the last day of such Interest Period.

          (c) NOTIFICATION TO LENDERS. Upon receipt of a Notice of
Extension/Conversion from a Borrower pursuant to SECTION 2.08(a) above, the Term
B Administrative Agent, or the Canadian Administrative Agent, as applicable,
shall promptly notify each relevant Lender of the contents thereof.

          (d) LIMITATION ON CONVERSION/CONTINUATION OPTIONS. No Borrower shall
be entitled to elect to convert any U.S. Dollar-Denominated Loans to, or
continue any U.S. Dollar-Denominated Loans for an additional Interest Period as,
Eurodollar Loans if (i) the aggregate principal amount of any Group of
Eurodollar Loans created or continued as a result of such election would be less
than US$2,000,000 or (ii) a Default under SECTION 8.01(a) or an Event of Default
shall have occurred and be continuing when such Borrower delivers notice of such
election to the relevant Administrative Agent.

          (e) CERTAIN MANDATORY CONVERSIONS AND PREPAYMENTS OF EURODOLLAR LOANS.
On the date on which the aggregate unpaid U.S. Dollar Amount of Eurodollar Loans
comprising any Group of Loans shall be reduced, by payment, prepayment or
otherwise, to less than US$2,000,000, such Loans shall, on the last day of the
then current Interest Period therefor, automatically be converted into Base Rate
Loans. Upon the occurrence and during the continuance of a Default under
SECTION 8.01(a) or an Event of Default, (i) each Eurodollar Loan shall
automatically, on the last day of the then current Interest Period therefor, be
converted into Base Rate Loans and (ii) the obligation of the Lenders to make,
or to continue or convert Loans into, Eurodollar Loans shall be suspended. The
relevant Administrative Agent shall promptly notify each Lender of the relevant
Class of the aggregate U.S. Dollar Amount of any such Eurodollar Loan and such
Lender's pro-rata share of such Loan.

          (f) ACCRUED INTEREST. Accrued interest on a Loan (or portion thereof)
being extended or converted shall be paid by the relevant Borrower (i) with
respect to any Base Rate Loan being converted to a Eurodollar Loan or any C$
Prime Loan being converted to a borrowing by way of Bankers' Acceptance, on the
last day of the first fiscal quarter of the Borrowers ending on or after the
date of conversion and (ii) otherwise, on the date of extension or conversion.

          SECTION 2.09 MATURITY OF LOANS.

          (a) MATURITY OF REVOLVING LOANS. The Revolving Loans shall mature on
the Revolving Termination Date, and any Revolving Loans, LC Obligations and BA
Reimbursement Obligations then outstanding (together with accrued interest
thereon and fees in respect thereof) shall be due and payable on such date. The
Swingline Loans shall mature on the Canadian Swingline Termination Date or the
U.S. Swingline Termination Date, as applicable, and any Swingline Loans
(together with accrued interest thereon and fees in respect thereof) shall be
due and payable on such date.

          (b) SCHEDULED AMORTIZATION OF TERM A LOANS. On each Principal
Amortization Payment Date set forth below, the Parent Borrower shall repay, and
there shall become due and payable (together with accrued interest thereon), the
percentage of the aggregate initial principal amount of Term A Loans set forth
below opposite such date, and the Term A Loans of each Lender shall be ratably
repaid:



                                                      TERM A LOAN PRINCIPAL
    PRINCIPAL AMORTIZATION PAYMENT DATES             AMORTIZATION PAYMENT, %
    ------------------------------------             -----------------------
                                                      
             February 28, 2005                           2.50%
             May 31, 2005                                2.50%
             August 31, 2005                             3.75%


                                      -83-




                                                      TERM A LOAN PRINCIPAL
    PRINCIPAL AMORTIZATION PAYMENT DATES             AMORTIZATION PAYMENT, %
    ------------------------------------             -----------------------
                                                    
             November 30, 2005                           3.75%
             February 28, 2006                           3.75%
             May 31, 2006                                3.75%
             August 31, 2006                             5.00%
             November 30, 2006                           5.00%
             February 28, 2007                           5.00%
             May 31, 2007                                5.00%
             August 31, 2007                             6.25%
             November 30, 2007                           6.25%
             February 29, 2008                           6.25%
             May 31, 2008                                6.25%
             August 31, 2008                             6.25%
             November 30, 2008                           6.25%
             February 28, 2009                           6.25%
             Term A Maturity Date                       16.25%
             Total                                     100.00%


Each amount specified above with respect to Term A Loans shall be ratably
reduced by the excess, if any, of the Term A Committed Amount over the aggregate
outstanding principal amount of the Term A Borrowing funded on the Closing Date.
To the extent not previously paid in full, all amounts outstanding in respect of
the Term A Loans shall be due and payable on the Term A Maturity Date.

          (c) SCHEDULED AMORTIZATION OF TERM B LOANS. On each Principal
Amortization Payment Date set forth below, the Parent Borrower shall repay, and
there shall become due and payable (together with accrued interest thereon), the
percentage of the aggregate initial principal amount of Term B Loans set forth
below opposite such date, and the Term B Loans of each Lender shall be ratably
repaid:



                                                      TERM B LOAN PRINCIPAL
    PRINCIPAL AMORTIZATION PAYMENT DATES             AMORTIZATION PAYMENT, %
    ------------------------------------             -----------------------
                                                      
             November 30, 2004                           0.25%
             February 28, 2005                           0.25%
             May 31, 2005                                0.25%
             August 31, 2005                             0.25%
             November 30, 2005                           0.25%
             February 28, 2006                           0.25%
             May 31, 2006                                0.25%
             August 31, 2006                             0.25%
             November 30, 2006                           0.25%
             February 28, 2007                           0.25%
             May 31, 2007                                0.25%
             August 31, 2007                             0.25%
             November 30, 2007                           0.25%
             February 29, 2008                           0.25%
             May 31, 2008                                0.25%
             August 31, 2008                             0.25%
             November 30, 2008                           0.25%
             February 28, 2009                           0.25%
             May 31, 2009                                0.25%
             August 31, 2009                             0.25%
             November 30, 2009                           0.25%
             February 28, 2010                           0.25%


                                      -84-




                                                      TERM B LOAN PRINCIPAL
    PRINCIPAL AMORTIZATION PAYMENT DATES             AMORTIZATION PAYMENT, %
    ------------------------------------             -----------------------
                                                    
             May 31, 2010                                0.25%
             August 31, 2010                             0.25%
             November 30, 2010                          23.50%
             February 28, 2011                          23.50%
             May 31, 2011                               23.50%
             Term B Maturity Date                       23.50%
             Total                                     100.00%


 Each amount specified above with respect to Term B Loans shall be ratably
 reduced by the excess, if any, of the Term B Committed Amount over the
 aggregate outstanding principal amount of the Term B Borrowing funded on the
 Closing Date. To the extent not previously paid in full, all amounts
 outstanding in respect of the Term B Loans shall be due and payable on the Term
 B Maturity Date.

          SECTION 2.10 PREPAYMENTS.

          (a) VOLUNTARY PREPAYMENTS. The Borrowers shall have the right
voluntarily to prepay Loans in whole or in part from time to time, subject to
SECTION 3.06 but otherwise without premium or penalty; PROVIDED, HOWEVER, that
(i) each partial prepayment of Loans shall be in a minimum principal amount of
(A) US$5,000,000 and integral multiples of US$1,000,000 in excess thereof, in
the case of U.S. Dollar-Denominated Loans, and (B) C$5,000,000 and integral
multiples of C$1,000,000 in excess thereof, in the case of C$ Prime Loans, (ii)
the relevant Borrower shall have given prior written or telecopy notice (or
telephone notice promptly confirmed by written or telecopy notice) to the Term B
Administrative Agent or the Canadian Administrative Agent (with a copy to the
other), as applicable, (A) in the case of any Revolving Loan, which is a Base
Rate Loan, by 11:00 A.M. (local time in the applicable Administrative Office),
on the date of prepayment, (B) in the case of any Canadian Revolving Loan which
is a C$ Prime Loan, by 11:00 A.M. (Montreal, Quebec, time) at least one Business
Day prior to the date of prepayment and (C) in the case of any other Loan, by
10:00 A.M. (local time in the applicable Administrative Office), at least three
Business Days prior to the date of prepayment; PROVIDED that no notice shall be
required in connection with the prepayment of Swingline Loans or the Borrowers'
reimbursement obligations pursuant to SECTION 2.05(h), and (iii) voluntary
prepayments of Term Loans under this SECTION 2.10(a) shall be applied ratably to
the Term A Loans and the Term B Loans (in each case in inverse order of the
remaining Principal Amortization Payments thereof). Each notice of prepayment
shall specify the prepayment date, the principal amount (in the relevant
currency) and U.S. Dollar Amount or Canadian Dollar Amount (if applicable) to be
prepaid, whether the Loan to be prepaid is a U.S. Revolving Loan, Canadian
Revolving Loan, Term A Loan, Term B Loan or Swingline Loan, the currency of the
Loan to be prepaid, whether the Loan to be prepaid is a Eurodollar Loan, a C$
Prime Loan or a Base Rate Loan and, in the case of a Eurodollar Loan, the
Interest Period of such Loan. Each notice of prepayment shall be irrevocable and
shall commit the relevant Borrower to prepay such Loan by the amount stated
therein on the date stated therein. Subject to the foregoing, amounts prepaid
under this SECTION 2.10(a) shall be applied as the relevant Borrower may elect;
PROVIDED that (i) if the U.S. Borrower (or the U.S. Subsidiary Borrower) fails
to specify the application of a voluntary prepayment, then such prepayment shall
be applied first to U.S. Revolving Loans, then to U.S. Swingline Loans in each
case first to Base Rate Loans and then to Eurodollar Loans of the applicable
Class in direct order of Interest Period maturities, and (ii) if the Parent
Borrower (or the Canadian Subsidiary Borrower) fails to specify the application
of a voluntary prepayment, then such prepayment shall be applied first to
Canadian Revolving Loans then to Canadian Swingline Loans, in each case first to
C$ Prime Loans, and Base Rate Loans and then to Eurodollar Loans of the
applicable Class in direct order of Interest Period maturities, then ratably to
the Term A Loans and to the Term B Loans (in each case in inverse order of the
remaining Principal Amortization Payments thereof) in each case first to Base
Rate Loans and then to Eurodollar Loans of the

                                      -85-


applicable Class in direct order of Interest Period maturities. All prepayments
under this SECTION 2.10(a) shall be accompanied by accrued interest on the
principal amount being prepaid to the date of payment. Notwithstanding anything
to the contrary above, borrowings by way of Bankers' Acceptances may not be
prepaid.

          (b) MANDATORY PREPAYMENTS.

                 (i)    U.S. REVOLVING COMMITTED AMOUNT. If on any date the
     aggregate U.S. Revolving Outstandings exceed the U.S. Revolving Committed
     Amount: (A) the U.S. Borrower shall repay, and there shall become due and
     payable (together with accrued interest thereon), on such date an aggregate
     principal amount of U.S. Swingline Loans equal to such excess; (B) if the
     outstanding U.S. Swingline Loans have been repaid in full or if no U.S.
     Swingline Loans are outstanding, the U.S. Borrower shall prepay, and there
     shall become due and payable (together with accrued interest thereon), U.S.
     Revolving Loans in such amounts as are necessary so that, after giving
     effect to the repayment of the U.S. Swingline Loans and the repayment of
     U.S. Revolving Loans, the aggregate U.S. Revolving Outstandings do not
     exceed the U.S. Revolving Committed Amount; and (C) if the outstanding U.S.
     Revolving Loans and U.S. Swingline Loans have been repaid in full, the U.S.
     Borrower shall Cash Collateralize U.S. LC Obligations so that, after giving
     effect to the repayment of U.S. Swingline Loans and U.S. Revolving Loans
     and the Cash Collateralization of U.S. LC Obligations pursuant to this
     SUBSECTION (i), the aggregate U.S. Revolving Outstandings does not exceed
     the U.S. Revolving Committed Amount. In determining the aggregate U.S.
     Revolving Outstandings for purposes of this SUBSECTION (i), U.S. LC
     Obligations shall be reduced to the extent that they are Cash
     Collateralized as contemplated by this SUBSECTION (i). Each prepayment of
     U.S. Revolving Loans required pursuant to this SUBSECTION (i) shall be
     applied ratably among outstanding U.S. Revolving Loans based on the
     respective amounts of principal then outstanding. Each Cash
     Collateralization of U.S. LC Obligations required by this SUBSECTION (i)
     shall be applied ratably among U.S. LC Obligations based on the respective
     amounts thereof then outstanding.

                 (ii)   CANADIAN REVOLVING COMMITTED AMOUNT. IF on any date the
     aggregate Canadian Revolving Outstandings exceeds the Canadian Revolving
     Committed Amount for any reason whatsoever, including, without limitation
     (but subject to the last sentence of this SUBSECTION (ii)), due to
     fluctuations in the Exchange Rate: (A) the Parent Borrower shall repay, and
     there shall become due and payable (together with accrued interest
     thereon), on such date an aggregate principal amount of the Canadian
     Swingline Loans equal to such excess; (B) if the outstanding Canadian
     Swingline Loans have been repaid in full, the Parent Borrower shall prepay,
     and these shall become due and payable (together with accrued interest
     thereon) Canadian Revolving Loans in such amounts as are necessary so that,
     after giving effect to the repayment of the Canadian Swingline Loans and
     the repayment of Canadian Revolving Loans, the aggregate Canadian Revolving
     Outstandings do not exceed the Canadian Revolving Committed Amount; (C) if
     the outstanding Canadian Revolving Loans and Canadian Swingline Loans have
     been repaid in full, the Parent Borrower shall Cash Collateralize Canadian
     LC Obligations so that, after giving effect to the repayment of Canadian
     Swingline Loans and Canadian Revolving Loans and the Cash Collateralization
     of Canadian LC Obligations pursuant to this SUBSECTION (ii), the aggregate
     Canadian Revolving Outstandings does not exceed the Canadian Revolving
     Committed Amount; and (D) if the outstanding Canadian LC Obligations have
     been Cash Collateralized in full and Canadian Revolving Loans and Canadian
     Swingline Loans repaid in full, the Parent Borrower shall Cash
     Collateralize BA Reimbursement Obligations so that, after giving effect to
     the repayment thereof pursuant to this SUBSECTION (i), the aggregate
     Canadian Revolving Outstandings does not exceed the Canadian Revolving
     Committed Amount. In determining the aggregate Canadian Revolving
     Outstandings for purposes of this SUBSECTION (ii), Canadian LC

                                      -86-


     Obligations and BA Reimbursement Obligations shall be reduced to the extent
     that they are Cash Collateralized as contemplated by this SUBSECTION (ii).
     Each prepayment of Canadian Revolving Loans by the Parent Borrower required
     pursuant to this SUBSECTION (ii) shall be applied ratably among outstanding
     Canadian Revolving Loans of the Parent Borrower based on the respective
     amounts of principal then outstanding. Each Cash Collateralization of
     Canadian LC Obligations or BA Reimbursement Obligations of the Parent
     Borrower required by this SUBSECTION (ii) shall be applied ratably among
     Canadian LC Obligations or BA Reimbursement Obligations, respectively, of
     the Parent Borrower based on the respective amounts thereof then
     outstanding. Notwithstanding anything herein to the contrary, if on any
     Currency Calculation Date, the Canadian Administrative Agent shall
     determine in its sole discretion that, due to the fluctuations in the
     Exchange Rate, the aggregate Canadian Revolving Outstandings exceed the
     Canadian Revolving Committed Amount, the Canadian Administrative Agent
     shall notify the Parent Borrower and the Canadian Revolving Lenders of such
     excess and the Parent Borrower shall, if the amount of such excess is 5% or
     more of the Canadian Revolving Committed Amount, within three Business Days
     of the receipt of such notice, pay the Loans and/or Cash Collateralize or
     pay the LC Obligations and the BA Reimbursement Obligations in the order
     and in the manner provided in this SUBSECTION (ii).

                 (iii)  FOREIGN CURRENCY LETTERS OF CREDIT. IF on any Currency
     Calculation Date after giving effect to the determination of all relevant
     U.S. Dollar Amounts or Canadian Dollar Amounts, as the case may be,
     hereunder, (x) the aggregate U.S. Foreign Currency LC Exposure exceeds the
     U.S. Foreign Currency LC Committed Amount or (y) the aggregate Canadian
     Foreign Currency LC Exposure exceeds the Canadian Foreign Currency LC
     Committed Amount, the relevant Borrower shall Cash Collateralize LC
     Obligations in respect of the relevant Foreign Currency Letters of Credit
     so that, after giving effect to the Cash Collateralization of such LC
     Obligations pursuant to this SUBSECTION (iii), the relevant aggregate
     Foreign Currency LC Exposure does not exceed the US. Foreign Currency LC
     Committed Amount or the Canadian Foreign Currency LC Committed Amount, as
     the case may be. In determining the relevant aggregate Foreign Currency LC
     Exposure for purposes of this SUBSECTION (iii), LC Obligations shall be
     reduced to the extent that they are Cash Collateralized as contemplated by
     this SUBSECTION (iii). Each Cash Collateralization of LC Obligations
     required by this SUBSECTION (iii) shall be applied ratably among LC
     Obligations in respect of all relevant Foreign Currency Letters of Credit
     based on the respective amounts thereof then outstanding.

                 (iv)   EXCESS CASH FLOW. Within 110 days after the end of each
     fiscal year of the Parent Borrower (commencing with the fiscal year ending
     May 31, 2005), the Borrowers shall prepay the Loans in an aggregate U.S.
     Dollar Amount equal to (A) 50% of the Excess Cash Flow for such prior
     fiscal year (or, in the case of the fiscal year ending May 31, 2005, a
     portion thereof from the Closing Date), if the Leverage Ratio as of the
     last day of such fiscal year was equal to or greater than 3.25 to 1.00, or
     (B) 0% of the Excess Cash Flow for such prior fiscal year, if the Leverage
     Ratio as of the last day of such fiscal year was less than 3.25 to 1.00.

                 (v)    ASSET DISPOSITIONS, CASUALTIES AND CONDEMNATIONS. ETC.
     Upon acceptance by the Term A Lenders and Term B Lenders of the Asset
     Disposition Event Offer or Casualty/Condemnation Event Offer, as provided
     in SUBSECTION (c) below, or any reduction after the Closing Date of the
     cash consideration paid to the Seller under the Acquisition Agreement
     (including as a result of any indemnity payment by the Seller to the Parent
     Borrower or the U.S. Borrower), the Borrowers shall prepay the Term Loans
     in an aggregate U.S. Dollar Amount equal to 100% of the accepted Asset
     Disposition Proceeds, 100% of the accepted Casualty Proceeds or
     Condemnation Proceeds, or 100% of the proceeds of such reduction, as
     applicable; PROVIDED that if no Term Loans remain outstanding at the time
     an Asset Disposition (other than an Excluded

                                      -87-


     Asset Disposition), a Casualty or Condemnation shall occur, the Borrowers
     shall prepay the Revolving Loans in an aggregate U.S. Dollar Amount equal
     to 100% of such Asset Disposition Proceeds, Casualty Proceeds or
     Condemnation Proceeds, as the case may be.

                 (vi)   DEBT ISSUANCES. Within two Business Days after receipt
     by any Group Company of proceeds from any Debt Issuance (other than any
     Debt Issuance permitted pursuant to SECTION 7.01(i) THROUGH (xvi)of this
     Agreement), the Borrowers shall prepay the Loans in an aggregate U.S.
     Dollar Amount equal to 100% of the Net Cash Proceeds of such Debt Issuance.

                 (vii)  EQUITY ISSUANCES. Within two Business Days after receipt
     by any Group Company of proceeds from any Equity Issuance (other than any
     Excluded Equity Issuance), the Borrowers shall prepay the Loans in an
     aggregate U.S. Dollar Amount equal to (A) 50% of the Net Cash Proceeds of
     such Equity Issuance if the Leverage Ratio as of the last day of the fiscal
     quarter of the Parent Borrower ending on or most recently preceding the
     date of the receipt of such proceeds was equal to or greater than 3.25 to
     1.00, or (B) 0% of such Equity Issuance if the Leverage Ratio as of the
     last day of the fiscal quarter of the Parent Borrower ending on or most
     recently preceding the date of receipt of such proceeds was less than 3.25
     to 1.00.

                 (viii) PAYMENTS IN RESPECT OF SUBORDINATED DEBT. Immediately
     upon receipt by the relevant Administrative Agent or any Lender of any
     amount so payable pursuant to the subordination provision of any Debt of
     the Parent Borrower or any of its Subsidiaries that is subordinate to the
     Senior Obligations, all proceeds thereof shall be applied as set forth in
     SUBSECTION (ix)(B) below.

                 (ix)   APPLICATION OF MANDATORY PREPAYMENTS. All amounts
     required to be paid pursuant to this SECTION 2.10(b) shall be applied as
     follows:

                        (A)    with respect to all amounts paid pursuant to
          SECTION 2.10(b)(i) or (ii), in the order provided in such Section; and

                        (B)    subject to SUBSECTIONS (b)(x), (xi) and (c)below,
          with respect to all amounts paid pursuant to SECTIONS 2.10(b)(iv),
          (v), (vi), or (vii), (viii), (1) first, pro-rata to the Term A Loans
          and the Term B Loans (in each case ratably to the remaining Principal
          Amortization Payments thereof) and (2) second, to (x) the U.S.
          Revolving Loans and the Canadian Revolving Loans ratably based upon
          the remaining outstanding U.S. Dollar Amount thereof (without
          reduction in the U.S. Revolving Committed Amount or the Canadian
          Revolving Committed Amount) and (y) then to Swingline Loans (without
          reduction in the U.S. Revolving Committed Amount or the Canadian
          Revolving Committed Amount, or the U.S. Swingline Committed Amount or
          the Canadian Swingline Committed Amount).

                 (x)    TERM B FACILITY EXCEPTIONS. Notwithstanding anything
     contained in any Senior Finance Document, but subject to Article VIII, the
     aggregate amount of repayments or prepayments, as the case may be, required
     to be made under SECTION 2.09(c) and this SECTION 2.10(b)(iv), (but only
     with respect to the prepayment arising out of any reduction of the cash
     consideration under the Acquisition Agreement), (vi),(vii) or (viii) from
     the Closing Date to the first day after the fifth anniversary thereof (the
     "CATCH-UP DATE") in respect of Term B Loans shall not exceed 25% of the
     aggregate outstanding principal amount of Term B Loans as of the Closing
     Date. Within five (5) Business Days following the Catch-up Date, the Parent
     Borrower shall repay or prepay the Term B Loans in an aggregate principal
     amount equal to the amounts that should have been applied to the repayments
     or prepayments in respect of the Term

                                      -88-


     B Loans but for this SECTION 2.10(b)(x), and such payments shall be applied
     first, to the Term B Loans and then, in the manner specified in SECTION
     2.10(b)(ix) above. Pending the prepayment described in the preceding
     sentence, the funds for such prepayment shall be kept in the Sinking Fund
     Account pursuant to SUBSECTION (xiii) below.

                 (xi)   TERM B DEFERRALS. Notwithstanding the forgoing, any
     holder of Term B Loans may elect, subject to the limitations set forth
     below, to decline all or a portion of any mandatory prepayment of Term B
     Loans of such Lender pursuant to SECTION 2.10(b)(iv), (v), (vi), (vii),
     (viii) or (x), PROVIDED that (A) such holder shall have given written or
     telecopy notice to the Term B Administrative Agent (with a copy to the
     Canadian Administrative Agent) (or telephone notice promptly confirmed in
     writing) at least one Business Day prior to the date on which such
     prepayment is proposed to be made by the Parent Borrower, as set forth in
     the notice from the Parent Borrower pursuant to SECTION 2.10(b)(xv), and
     (B) after giving effect to any concurrent prepayment of Term A Loans
     pursuant to SECTION 2.l0(b)(iv), (v), (vi), (vii) or (viii), the Term A
     Loans shall not have been paid in full. Any such notice from a holder of
     Term B Loans shall set forth the percentage that such holder has elected to
     decline of the prepayment which such holder would otherwise receive
     pursuant to this SECTION 2.10(b). If any such election is made, the
     aggregate amount of the prepayment which holders of Term B Loans shall have
     elected to decline shall be applied, first, to prepay Term A Loans (ratably
     to the remaining Principal Amortization Payments thereof) and, second,
     after the Term A Loans have been paid in full, to the Term B Loans held by
     each Lender which elected to decline any portion of such mandatory
     prepayment (ratably to the remaining Principal Amortization Payments
     thereof), pro-rata according to the amount of such prepayment which each
     such holder elected to decline.

                 (xii)  ORDER OF APPLICATIONS. All amounts allocated to
     Revolving Outstandings as provided in this SECTION 2.10(b) shall be applied
     (A) in the case of U.S. Revolving Outstandings, first, to Revolving Loans,
     second, after all Revolving Loans have been repaid, to Swingline Loans, and
     third (in the case of SUBSECTIONS (b)(i) and (b)(iii) only), after all
     Swingline Loans have been repaid, to Cash Collateralize or pay the LC
     Obligations, and (B) in the case of Canadian Revolving Outstandings, first,
     to Revolving Loans, second, after all Revolving Loans have been repaid, to
     Swingline Loans, and third (in the case of SUBSECTIONS (b)(ii) and (b)(iii)
     only), after all Swingline Loans have been repaid, to Cash Collateralize or
     pay BA Reimbursement Obligations and LC Obligations; PROVIDED that any
     balance of such amounts remaining after all Revolving Loans of the
     applicable Class have been repaid and, if applicable, all LC Obligations
     and/or BA Reimbursement Obligations have been Cash Collateralized shall be
     applied pro-rata to the Term A Loans and Term B Loans (in each case ratably
     to the remaining Principal Amortization Payments thereof). Within the
     parameters of the applications set forth above, prepayments of Revolving
     Loans and Term Loans shall be applied first to Base Rate Loans or C$ Prime
     Loans, as the case may be, and then, subject to SUBSECTION (xiii) below, to
     Eurodollar Loans in direct order of Interest Period maturities. All
     prepayments under this SECTION 2.10(b) shall be subject to SECTION 3.06.
     All prepayments under this SECTION 2.10(b) shall be accompanied by accrued
     interest on the principal amount being prepaid to the date of payment.

                 (xiii) SINKING FUND ACCOUNT. Amounts that should have been
     applied, but for SUBSECTION (x) above, to the prepayment of Term B Loans
     shall be deposited by the Borrowers in a separate Sinking Fund Account (as
     defined below) for the Loans of such Class (the aggregate amounts so
     deposited (exclusive of any interest or earnings thereon), "SINKING FUND
     DEPOSITS"). The Sinking Fund Deposits can be withdrawn by the Parent
     Borrower on the occurrence of the first of: (i) the Parent Borrower having
     fulfilled all of its obligations described in SUBSECTION (x) above
     (including the penultimate sentence thereof), and (ii) all outstanding Term
     B Loans, with respect to which amounts above have been deposited in the
     Sinking Fund Account, have been

                                      -89-


     paid in full. If the Parent Borrower does not fulfill all of its
     obligations described in SUBSECTION (x) above within five Business Days
     following the Catch-up Date, the U.S. Collateral Agent may withdraw such
     amounts in the Sinking Fund Account necessary to fulfill the Parent
     Borrower's obligations established in subsection (x) above. The Term B
     Administrative Agent shall apply any cash deposited in the Sinking Fund
     Account that is withdrawn by the U.S. Collateral Agent pursuant to the
     preceding sentence to prepay the Term B Loans. For purposes of this
     Agreement, the term "SINKING FUND ACCOUNT" shall mean an account (which may
     include the Sinking Fund Account established under the U.S. Security
     Agreement) established by the Parent Borrower over which the U.S.
     Collateral Agent shall have a fully perfected first priority security
     interest, including the exclusive right of withdrawal to fulfill the Parent
     Borrower's obligations pursuant to subsection (x) above where the Parent
     Borrower has not otherwise fulfilled its obligations existing in accordance
     with the terms of SUBSECTION (x) above. The U.S. Collateral Agent will, on
     the instructions of the Parent Borrower, invest amounts on deposit in the
     Sinking Fund Account in (x) Cash Equivalents and (y) other Investments
     otherwise permitted by this Agreement, in each case of the foregoing
     clauses (x) and (y) that mature or that can be liquidated for their cash
     value on or prior to the Catch-up Date, PROVIDED, HOWEVER, that (i) no
     Investment will be made on behalf of the Borrower that, in the sole
     judgment of the U.S. Collateral Agent, would result in any, violation of
     any Law, (ii) Investments permitted under this subsection (xiii) shall be
     subjected to a first priority perfected security interest in favor of the
     U.S. Collateral Agent and (iii) if any Event of Default shall have occurred
     and be continuing, the selection of such Investments permitted under this
     subsection (xiii) shall be in the sole discretion of the U.S. Collateral
     Agent. The Parent Borrower may, upon giving prior written notice to the
     U.S. Collateral Agent, withdraw interest and profits (including capital
     gains) on the Investments from the cash on deposit in such account. The
     Parent Borrower shall have the obligation to ensure that the aggregate
     value of the Sinking Fund Account is not less than the Sinking Fund
     Deposits and shall contribute to the Sinking Fund Account an amount to
     cover any deficiency as and when required by the U.S. Collateral Agent.
     Other than any interest and profits (including capital gains) earned on
     such Investments, the Sinking Fund Account shall not bear interest. If the
     maturity of the Loans has been accelerated pursuant to SECTION 8.02, the
     Term B Administrative Agent may, in its sole discretion, cause the U.S.
     Collateral Agent to withdraw amounts on deposit in the Sinking Fund Account
     and apply such funds to satisfy any of the Senior Obligations.

                 (xiv)  PAYMENTS CUMULATIVE. Except as otherwise expressly
     provided in this SECTION 2.10, payments required under any subsection or
     clause of this SECTION 2.10 are in addition to payments made or required
     under any other subsection or clause of this SECTION 2.10.

                 (xv)   NOTICE. The Parent Borrower shall give to the
     Administrative Agents and the Lenders at least five Business Days' prior
     written or telecopy notice of each and every event or occurrence requiring
     a prepayment under SECTION 2.10(b)(iv), (v), (vi), (vii), (viii), (ix) or
     (x), including the amount of Net Cash Proceeds expected to be received
     therefrom and the expected schedule for receiving such proceeds; PROVIDED,
     HOWEVER, that in the case of any prepayment event consisting of a Casualty
     or Condemnation, the Parent Borrower shall give such notice within five
     Business Days after the occurrence of such event.

          (c) DISPOSITION EVENTS, CASUALTY EVENTS AND CONDEMNATION EVENTS.

                 (i)    DISPOSITION EVENTS. Within two (2) Business Days after
     any Asset Disposition (other than an Excluded Asset Disposition) the
     Borrowers shall give written notice to the Administrative Agents thereof
     (an "ASSET DISPOSITION EVENT OFFER"), which shall contain and constitute an
     offer by and on behalf of the Borrowers to prepay the Term Loans as
     specified in SECTIONS 2.10(b)(v) and (ix) in an aggregate principal amount
     equal to the entire amount of such

                                      -90-


     Asset Disposition Proceeds on a date specified in the Asset Disposition
     Event Offer that is not less than two Business Days and not more than five
     Business Days after the date of the Asset Disposition Event Offer. For
     purposes of this SECTION 2.10(c)(i):

                        (A)    Asset Disposition Proceeds shall not include Net
          Cash Proceeds from an Asset Disposition Event to the extent that (1)
          no Default or Event of Default then exists or would arise therefrom,
          and (2) the Borrowers have delivered a certificate of a senior
          financial officer of the Borrowers to the Administrative Agents on or
          prior to such date stating that such Net Cash Proceeds shall be
          reinvested in assets used or usable in the business of the Parent
          Borrower and its Subsidiaries (but if such Subsidiary is not a
          Subsidiary Guarantor, such reinvestment must be permitted by
          SECTION 7.06 hereof) within one year following the date of such Asset
          Disposition Event (which certificate shall set forth the estimates of
          the proceeds so expended);

                        (B)    if all or any portion of Net Cash Proceeds
          permitted to be applied to reinvestment pursuant to clause (A) above
          are not so used within the period beginning on the date such Net Cash
          Proceeds are received and ending on the first anniversary of such date
          (or if during such period of time the Borrowers shall not have entered
          into a definitive written agreement to reinvest such Net Cash Proceeds
          pursuant to clause (A) above and such reinvestment pursuant to such
          agreement is not consummated within the reasonable period of time not
          exceeding 60 days after the date of such agreement), then such
          remaining portion shall be deemed Asset Disposition Proceeds received
          on the last day of such period (or such earlier date as the relevant
          Subsidiary determines not to reinvest any portion thereof) or upon the
          acceleration of the maturity of the Loans, as applicable, as specified
          in SECTIONS 2.10(b)(v) and (ix) (it being understood that the
          foregoing shall in no way affect the obligation of any Subsidiary to
          obtain the consent of the Required Lenders to effect any Asset
          Disposition not permitted by this Agreement);

                        (C)    pending reinvestment in accordance with clause
          (A) above or the making of an Asset Disposition Event Offer, the
          relevant Borrower shall either (1) temporarily prepay U.S. Revolving
          Loans and/or the Canadian Revolving Loans, as applicable, in
          accordance with SECTION 2.10(a) in an amount equal to such Net Cash
          Proceeds or (2) deposit such Net Cash Proceeds in the relevant
          Reinvestment Funds Account of such Borrower established under the U.S.
          Security Agreement or PPSA Security Agreement (as applicable), to be
          released therefrom in connection with such reinvestment (unless the
          maturity of the Loans shall have accelerated) or otherwise applied in
          accordance with the terms of the PPSA Security Agreement or U.S.
          Security Agreement, as applicable; and

                        (D)    Asset Disposition Proceeds from a Permitted
          Securitization Transaction permitted by SECTION 7.05(xiii) or a
          Sale/Leaseback Transaction permitted by SECTION 7.13 shall be limited
          to 75% of Net Cash Proceeds from such Permitted Securitization
          Transaction or such Sale/Leaseback Transaction; PROVIDED that such
          Asset Disposition Proceeds may not be reinvested and clauses (A)
          through (C) above shall not apply to such Asset Disposition Proceeds.

     Each Lender shall have the right to accept or decline the Asset Disposition
     Event Offer by providing written notice to the Parent Borrower (on behalf
     of itself and the other Borrowers) within ten (10) Business Days of receipt
     of the Asset Disposition Event Offer. The failure of any Lender to notify
     the Parent Borrower of its acceptance within such ten (10) Business Days
     shall be deemed to be a rejection of the Asset Disposition Event Offer. To
     the extent any portion of

                                      -91-


     Asset Disposition Proceeds subject to the Asset Disposition Event Offer are
     declined by the relevant Lenders, the relevant Borrower may use such
     portion of the Asset Disposition Proceeds for any purpose not otherwise
     prohibited by this Agreement.

                 (ii)   CASUALTY EVENTS AND CONDEMNATION EVENTS. Within two (2)
     Business Days after any Casualty or Condemnation, the Borrowers shall give
     written notice to the Administrative Agents thereof (a
     "CASUALTY/CONDEMNATION EVENT OFFER"), which shall contain and constitute an
     offer by and on behalf of the Borrowers to prepay the Term Loans as
     specified in SECTIONS 2.10(b)(v) and (ix) in an aggregate principal amount
     equal to the entire amount of such Casualty Proceeds or Condemnation Award
     on a date specified in the Casualty/Condemnation Event Offer that is not
     less than two Business Days and not more than five Business Days after the
     date of the Casualty/Condemnation Event Offer. For purposes of this SECTION
     2.10(c)(ii):

                        (A)    Casualty Proceeds and Condemnation Proceeds shall
          not include Net Cash Proceeds from a Casualty Event or Condemnation
          Event to the extent that (1) no Default or Event of Default then
          exists or would arise therefrom, (2) the Borrowers have delivered a
          certificate of a senior financial officer of the Borrowers to the
          Administrative Agents on or prior to such date stating that such Net
          Cash Proceeds shall be reinvested in assets used or usable in the
          business of the Parent Borrower or any of its Subsidiaries or the
          repair, replacement or restoration of the property in respect of which
          such Casualty Event or Condemnation Event has occurred, in each case
          within one year following the date of the receipt of such Net Cash
          Proceeds (which certificate shall set forth the estimates of the
          proceeds to be so expended);

                        (B)    the relevant Group Company shall diligently
          proceed in a commercially reasonable manner to complete the repair,
          restoration or replacement of the properties that were the subject of
          such Casualty or Condemnation, as described in the certificate
          referenced in SUBSECTION (A)(2) above, and if all or any portion of
          Net Cash Proceeds permitted to be applied to reinvestment pursuant to
          clause (A) above are not so used within the period beginning on the
          date such Net Cash Proceeds are received and ending on the first
          anniversary of such date (or if during such period of time the
          Borrowers shall not have entered into a definitive written agreement
          to reinvest such Net Cash Proceeds pursuant to clause (A) above and
          such reinvestment pursuant to such agreement is not consummated within
          the reasonable period of time not exceeding 60 days after the date of
          such agreement), then such remaining portion shall be deemed Casualty
          Proceeds or Condemnation Proceeds (as the case may be) received on the
          last day of such period (or such earlier date as the relevant Group
          Company determines not to reinvest any portion thereof) or upon the
          acceleration of the maturity of the Loans, as applicable, as specified
          in SECTIONS 2.10(b)(v) and (ix); and

                        (C)    pending reinvestment in accordance with
          clause (A) above or the making of a Casualty/Condemnation Event Offer,
          the relevant Borrower shall either (1) temporarily prepay U.S.
          Revolving Loans and/or the Canadian Revolving Loans, as applicable, in
          accordance with SECTION 2.10(a) in an amount equal to such Net Cash
          Proceeds or (2) deposit such Net Cash Proceeds in the relevant
          Reinvestment Funds Account of such Borrower established under the U.S.
          Security Agreement or PPSA Security Agreement (as applicable), to be
          released therefrom in connection with such reinvestment (unless the
          maturity of the Loans shall have been accelerated) or otherwise

                                      -92-


          applied in accordance with the terms of the PPSA Security Agreement or
          the U.S. Security Agreement, as applicable.

     Each Lender shall have the right to accept or decline the
     Casualty/Condemnation Event Offer by providing written notice to the Parent
     Borrower (on behalf of itself and the other Borrowers) within ten (10)
     Business Days of the receipt of the Casualty/Condemnation Event Offer. The
     failure of any Lender to notify the Parent Borrower of its acceptance
     within such ten (10) Business Days shall be deemed to be a rejection of the
     Casualty/Condemnation Event Offer. To the extent any portion of Casualty
     Proceeds or Condemnation Proceeds subject to the Casualty/Condemnation
     Event Offer are declined by the relevant Lenders, the relevant Borrower may
     use such portion of the Casualty Proceeds or Condemnation Proceeds for any
     purpose not otherwise prohibited by this Agreement.

          SECTION 2.11 ADJUSTMENT OF COMMITMENTS; RIGHT TO REPLACE LENDERS.

          (a) OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS (PRO-RATA). The
U.S. Borrower may from time to time permanently reduce or terminate the U.S.
Revolving Committed Amount, and the Parent Borrower may from time to time
permanently reduce or terminate the Canadian Revolving Committed Amount, in each
case, in whole or in part, in minimum aggregate amounts of US$5,000,000 or in
integral multiples of US$1,000,000 in excess thereof (or, if less, the full
remaining amount of the then applicable U.S. Revolving Committed Amount, and/or
the Canadian Revolving Committed Amount), upon five Business Days' prior written
or telecopy notice to the Canadian Administrative Agent; PROVIDED, HOWEVER, that
no such termination or reduction shall be made which would cause (i) the U.S.
Revolving Outstandings to exceed the U.S. Revolving Committed Amount as so
reduced, or (ii) the Canadian Revolving Outstandings to exceed the Canadian
Revolving Committed Amount as so reduced unless, concurrently with such
termination or reduction, the Loans of the applicable Class are repaid or, if no
Loans of the applicable Class are outstanding, BA Reimbursement Obligations
and/or LC Obligations are Cash Collateralized to the extent necessary to
eliminate such excess. The Canadian Administrative Agent shall promptly notify
each affected Lender of the receipt by the Canadian Administrative Agent of any
notice from the Parent Borrower pursuant to this SECTION 2.1l(a). Any partial
reduction of the U.S. Revolving Committed Amount, and/or the Canadian Revolving
Committed Amount pursuant to this SECTION 2.11(a) shall be applied to the
Revolving Commitments of the Lenders of the applicable Class pro-rata based upon
their respective U.S. Revolving Commitment Percentages, or Canadian Revolving
Commitment Percentages, as applicable. The Parent Borrower shall pay to the
Canadian Administrative Agent for the account of the Lenders in accordance with
the terms of SECTION 2.12, on the date of each termination or reduction of the
U.S. Revolving Committed Amount and/or the Canadian Revolving Committed Amount,
any fees accrued through the date of such termination or reduction on the amount
of the U.S. Revolving Committed Amount and/or the Canadian Revolving Committed
Amount so terminated or reduced.

          (b) TERMINATION. The Revolving Commitments of the Lenders and the LC
Commitments of the Issuing Lenders shall terminate automatically on the
Revolving Termination Date. The Swingline Commitments of the Swingline Lenders
shall terminate automatically on the Swingline Termination Date. The Term A
Commitments and Term B Commitments of the Lenders shall terminate automatically
immediately after the making of the Term Loans on the Closing Date.

          (c) OPTIONAL TERMINATION OF COMMITMENTS (NON-PRO-RATA); REPLACEMENT OF
LENDERS. If (i) any Lender has demanded compensation or indemnification pursuant
to SECTION 3.01 or SECTION 3.05 or suspension of its obligations hereunder
pursuant to SECTION 3.02, (ii) any Lender is a Defaulting Lender or (iii) any
Lender has failed to consent to a proposed amendment, waiver, discharge or
termination, which pursuant to the terms of SECTION 10.03 or any other provision
of any Senior Finance Document requires

                                      -93-


the consent of all of the Lenders and with respect to which the Required Lenders
shall have granted their consent, the U.S. Borrower (in the case of a U.S.
Revolving Lender) or the Parent Borrower (in all other cases) shall have the
right, if no Default or Event of Default then exists, to (i) remove such Lender
by terminating such Lender's Commitment in full or (ii) replace such Lender by
causing such Lender to assign its Commitment (without payment of any assignment
fee) to one or more existing Lenders or Eligible Assignees pursuant to SECTION
10.06 who are prepared, in the case of the replacement of a Lender for the
reason set forth in clause (iii) above, to consent to such proposed amendment,
waiver, discharge or termination. The replacement of a Lender pursuant to this
SECTION 2.11(c) shall be effective no later than the tenth Business Day (the
"REPLACEMENT DATE") following the date of notice of such replacement to the
Lenders through the Administrative Agents, subject to the satisfaction of the
following conditions:

                 (i)    each replacement Lender and/or Eligible Assignee, and
     the relevant Administrative Agent acting on behalf of each Lender subject
     to replacement, shall have satisfied the conditions to an Assignment and
     Acceptance set forth in SECTION 10.06(b) and, in connection therewith, the
     replacement Lender(s) and/or Eligible Assignee(s) shall pay:

                        (A)    to each Lender subject to replacement an amount
          equal in the aggregate to the sum of (w) the U.S. Dollar Amount of,
          and the U.S. Dollar Amount of all accrued but unpaid interest on, its
          outstanding Loans, (x) the U.S. Dollar Amount of all LC Disbursements
          that have been funded by (and not reimbursed to) it under SECTION
          2.05, together with all accrued but unpaid interest with respect
          thereto, (y) the U.S. Dollar Amount of all Bankers' Acceptances that
          have been accepted by (and not reimbursed to) it under SECTION 2.06
          and (2) all accrued but unpaid fees owing to it pursuant to SECTION 2.
          12;

                        (B)    to the Issuing Lenders an amount equal to the
          aggregate U.S. Dollar Amount owing by the replaced Lenders to the
          Issuing Lenders as reimbursement pursuant to SECTION 2.05, to the
          extent such amount was not theretofore funded by such replaced
          Lenders; and

                        (C)    to the Swingline Lenders an amount equal to the
          aggregate U.S. Dollar Amount owing by the replaced Lenders to the
          Swingline Lenders pursuant to SECTIONS 2.01(d)(v) and (vii) to the
          extent such amount was not theretofore funded by such replaced
          Lenders; and

                 (ii)   the Borrowers shall have paid to the relevant
     Administrative Agent for the account of each replaced Lender an amount
     equal to all obligations owing to such replaced Lenders by the Borrowers
     pursuant to this Agreement and the other Senior Finance Documents (other
     than those obligations of the Borrowers referred to in CLAUSE (i)(A)
     above).

                 (iii)  In the case of the removal of a Lender pursuant to this
     SECTION 2.11(c), upon (i) payment by the Borrowers to the relevant
     Administrative Agent for the account of the Lender subject to such removal
     of an amount equal to the U.S. Dollar Amount of the sum of (A) the
     aggregate principal amount of all Loans and LC Obligations held by such
     Lender, (B) the aggregate face amount of all outstanding Bankers'
     Acceptances accepted by such Lender and (C) all accrued interest, fees and
     other amounts owing to such Lender hereunder, including, without
     limitation, all amounts payable by the Borrowers to such Lender under
     ARTICLE III or SECTIONS 10.04 and 10.05, and (ii) provision by the relevant
     Borrower to each Swingline Lender and each Issuing Lender of appropriate
     assurances and indemnities (which may include letters of credit) as each
     may reasonably require with respect to any continuing obligation of such
     removed Lender to purchase Participation Interests in any LC Obligations or
     Swingline Loans then outstanding, such

                                      -94-


     Lender shall without any further consent or other action by it, cease to
     constitute a Lender hereunder; PROVIDED that the provisions of this
     Agreement (including, without limitation, the provisions of ARTICLE III and
     SECTIONS 10.04 and 10.05) shall continue to govern the rights and
     obligations of a removed Lender with respect to any Loans made, any Letters
     of Credit issued, any Bankers' Acceptances accepted or any other actions
     taken by such removed Lender while it was a Lender.

          (d) ADJUSTMENT OF THE COMMITMENTS. At any time prior to the Revolving
Termination Date, upon giving not less than thirty (30) days prior written
notice to the Canadian Administrative Agent, the Borrowers may request an
increase to the U.S. Revolving Commitment and a corresponding reduction to the
Canadian Revolving Commitment or an increase to the Canadian Revolving
Commitment and a corresponding reduction to the U.S. Revolving Commitment. Any
such notice may also include the request to increase the U.S. LC Commitment with
a corresponding reduction of the Canadian LC Commitment or to increase the
Canadian LC Commitment with a corresponding reduction of the U.S. LC Commitment.
Any such notice may request increases or decreases of the Revolving Commitments
only in the minimum amounts of US$5,000,000 (or the Canadian Dollar Equivalent
thereof) and integral multiples of US$1,000,000 (or the Canadian Dollar
Equivalent thereof) (unless the requested adjustment applies to the entire
amount of the relevant Revolving Commitment). Upon receipt of any such notice,
the Canadian Administrative Agent shall promptly communicate such request to the
Revolving Lenders. If within twenty (20) days following the giving of such
notice by the Canadian Administrative Agent, any Revolving Lender who is a
member of the Class of Revolving Lenders that is being requested to increase
their Revolving Commitments does not approve such increase in writing, THEN the
Borrowers shall have the right, if no Default or Event of Default then exists,
to replace such Lender (together with its Affiliated Revolving Lender) by
causing such Lender and its Affiliated Revolving Lender to assign their
Revolving Commitments, as adjusted pursuant to this SECTION 2.11(d) to one or
more existing Lenders or Eligible Assignees pursuant to SECTION 10.06; PROVIDED
that such replacement shall comply with the provisions of SECTION 2.1L(c)(i),
(ii) and (iii). Subject to the satisfaction of the conditions set forth in the
next sentence, any adjustment provided for in this SECTION 2.11(d) will be
effective on the first Business Day of the fiscal quarter of the Parent Borrower
(any such date, an "ADJUSTMENT DATE") following the expiry of said thirty-day
notice period and will remain in effect until the next Adjustment Date, if any.
Notwithstanding anything herein to the contrary, no adjustment of the
Commitments may be effective unless on the Adjustment Date, (i) immediately
after giving effect to such adjustment, (A) the Aggregate Revolving Committed
Amount does not exceed US$350,000,000 and (B) if the adjustment of LC
Commitments is requested (or required to comply with clause (ii) below), the sum
of the U.S. LC Committed Amount and the Canadian LC Committed Amount does not
exceed US$150,000,000, in each case of the foregoing clauses (A) and (B), as
such amounts may be reduced after giving effect to any permanent reduction of
the Revolving Commitments pursuant to SECTION 2.11(a), (ii) immediately after
giving effect to such adjustment the Canadian Revolving Commitment Percentage of
each Canadian Revolving Lender is equal to the U.S. Revolving Commitment
Percentage of such Canadian Revolving Lender or the Affiliated Revolving Lender
of such Canadian Revolving Lender and (iii) immediately prior to and after
giving effect to such adjustment, the conditions set forth in SECTION 4.02(b),
(c) and (d) are satisfied (as if such adjustment were a Credit Extension).

          (e) GENERAL. The Borrowers shall pay to the Canadian Administrative
Agent for the account of the Lenders in accordance with the terms of SECTION
2.12, on the date of each termination or reduction of the U.S. Revolving
Committed Amount or the Canadian Revolving Committed Amount, as applicable, the
Commitment Fee accrued through the date of such termination or reduction on the
amount of the U.S. Revolving Committed Amount or the Canadian Revolving
Committed Amount, as the case may be, so terminated or reduced.

          SECTION 2.12 FEES.

                                      -95-


          (a) COMMITMENT FEE. The Parent Borrower shall pay to the Canadian
Administrative Agent for the account of each Canadian Revolving Lender a fee on
such Lender's Canadian Revolving Commitment Percentage of the daily Unused
Canadian Revolving Commitment Amount, and the U.S. Borrower shall pay to the
Canadian Administrative Agent for the account of each U.S. Revolving Lender a
fee on such Lender's U.S. Revolving Commitment Percentage of the daily Unused
U.S. Revolving Commitment Amount, computed in each case at a per annum rate for
each day equal to 0.50% (each such fee, the "COMMITMENT FEE"). The Commitment
Fee shall commence to accrue on the date of this Agreement and shall be due and
payable in arrears on the first Business Day of each fiscal quarter of the
Parent Borrower (and any date that the U.S. Revolving Committed Amount or the
Canadian Revolving Committed Amount, as the case may be, is reduced as provided
in SECTION 2.11(a) and the Revolving Termination Date for the applicable Class)
for the immediately preceding quarter (or portion thereof), beginning with the
first of such dates to occur after the Closing Date.

          (b) LETTER OF CREDIT FEES.

                 (i)    STANDBY LETTER OF CREDIT ISSUANCE FEE. (A) The Parent
     Borrower shall in the case of a Canadian Letter of Credit pay to the
     Canadian Administrative Agent for the account of each Canadian Revolving
     Lender and (B) the U.S. Borrower shall in the case of a U.S. Letter of
     Credit cause the U.S. Borrower to pay to the Canadian Administrative Agent
     for the account of each U.S. Revolving Lender, a fee (the "STANDBY LETTER
     OF CREDIT FEE") on such Lender's respective Revolving Commitment Percentage
     of the daily maximum amount available to be drawn under each such Standby
     Letter of Credit computed at a per annum rate for each day from the date of
     issuance through the date of expiration equal to the Applicable Margin for
     Standby Letter of Credit Fees in effect from time to time. The Standby
     Letter of Credit Fee will be payable quarterly in arrears on the second
     Business Day of each fiscal quarter of the Parent Borrower for the
     immediately preceding quarter (or portion thereof), beginning with the
     first of such dates to occur after the date of issuance of such Letter of
     Credit, and on the Revolving Termination Date for the applicable Revolving
     Commitment.

                 (ii)   TRADE LETTER OF CREDIT FEE. (A) The Parent Borrower
     shall in the case of a Canadian Letter of Credit pay to the Canadian
     Administrative Agent for the account of each Canadian Revolving Lender and
     (B) the U.S. Borrower shall in the case of a U.S. Letter of Credit cause
     the U.S. Borrower to pay to the Canadian Administrative Agent for the
     account of each U.S. Revolving Lender, a fee (the "TRADE LETTER OF CREDIT
     FEE") on such Lender's respective Revolving Commitment Percentage of the
     daily maximum amount available to be drawn under each such Trade Letter of
     Credit computed at a per annum rate for each day from the date of issuance
     through the date of expiration equal to the Applicable Margin for Trade
     Letter of Credit Fees in effect from time to time. The Trade Letter of
     Credit Fee will be payable quarterly in arrears on the second Business Day
     of each fiscal quarter of the Parent Borrower for the immediately preceding
     quarter (or portion thereof), beginning with the first of such dates to
     occur after the date of issuance of such Letter of Credit, and on the
     Revolving Termination Date for the applicable Revolving Commitment.

                 (iii)  FRONTING FEES. The Parent Borrower, in the case of an
     Additional Canadian Letter of Credit, or the U.S. Borrower, in the case of
     an Additional U.S. Letter of Credit, shall pay directly to the relevant
     Issuing Lender for its own account a fronting fee in the amount the greater
     of (A) (1) with respect to each Trade Letter of Credit, equal to 1/4 of 1%
     of the amount of such Trade Letter of Credit due and payable upon the
     issuance thereof and (2) with respect to each Standby Letter of Credit,
     equal to 1/4 of 1% per annum on the daily maximum amount available to be
     drawn thereunder, and (B) US$500, in each case, due and payable quarterly
     in arrears on the second Business Day of each fiscal quarter of the Parent
     Borrower for

                                      -96-


     the immediately preceding quarter (or portion thereof), commencing with the
     first such date after the issuance of such Letter of Credit, and on the
     Revolving Termination Date for the applicable Revolving Commitment.

                 (iv)   ISSUING LENDER FEES. In addition to the Standby Letter
     of Credit Fee payable pursuant to CLAUSE (i) above and the Trade Letter of
     Credit Fee payable pursuant to CLAUSE (ii) above and any fronting fees
     payable pursuant to CLAUSE (iii) above, the applicable Borrower shall pay
     to the applicable Issuing Lender for its own account without sharing by the
     other Lenders the letter of credit fronting and negotiation fees agreed to
     by such Borrower and such Issuing Lender from time to time and the
     customary charges from time to time of such Issuing Lender with respect to
     the amendment, transfer, administration, cancellation and conversion of,
     and drawings under, each Letter of Credit issued for the account of such
     Borrower (collectively, the "ISSUING LENDER FEES").

                 (v)    COMPUTATION OF CERTAIN FEES AFTER DEFAULT. Upon the
     occurrence and during the continuance of an Event of Default, the Standby
     Letter of Credit Fee and the Trade Letter of Credit Fee payable under
     SUBSECTIONS (i) and (ii) above shall be computed at a rate per annum equal
     to the relevant "Applicable Margin for Standby Letter of Credit Fee" and
     the "Applicable Margin for Trade Letter of Credit Fee" as set forth in the
     applicable table in the definition of "Applicable Margin" in SECTION 1.01
     hereof (based on Pricing Level I) plus 2.00%.

                 (vi)   COMPUTATION OF FEES WITH RESPECT TO FOREIGN CURRENCY
     LETTERS OF CREDIT. For the purposes of calculating the average daily
     maximum amount available to be drawn under any Foreign Currency Letter of
     Credit for any period under SECTION 2.12(b)(i) or (ii) above, such average
     daily maximum amount shall be calculated by multiplying (A) the average
     daily balance of such Foreign Currency Letter of Credit (expressed in the
     currency in which such Foreign Currency Letter of Credit is denominated) by
     (B) the Exchange Rate for each relevant Agreed Foreign Currency in effect
     on the last Business Day of such period or by such other reasonable method
     that the Canadian Administrative Agent deems appropriate.

          (c) BA ACCEPTANCE FEE. The Parent Borrower shall pay to each Canadian
Revolving Lender for its own account a fee (the "BA ACCEPTANCE FEE") on the face
amount of each Bankers' Acceptance issued by the Parent Borrower and to be
accepted by such Canadian Revolving Lender computed at a per annum rate for each
day during the BA Contract Period of such Bankers' Acceptance equal to the
Applicable Margin for BA Acceptance Fees in effect on the date of issuance of
such Bankers' Acceptance. Each BA Acceptance Fee shall be due and payable in
advance on the date of issuance of the applicable Bankers' Acceptance in the
manner specified in SECTION 2.06(f) hereof.

          (d) OTHER FEES. The Parent Borrower shall pay to the Agents such other
fees pursuant to SECTION 9.12 below.

          SECTION 2.13 PRO-RATA TREATMENT. Except to the extent otherwise
provided herein:

          (a) LOANS. Each Borrowing, each payment or prepayment of principal of
or interest on any Loan, each payment of fees (other than the fronting fees and
Issuing Lender Fees retained by an Issuing Lender for its own account and the
administrative fees retained by the Administrative Agents for their own
account), each reduction of the U.S. Revolving Committed Amount or the Canadian
Revolving Committed Amount and each conversion or continuation of any Loan,
shall be allocated pro-rata among the relevant Lenders in accordance with the
respective U.S. Revolving Commitment Percentages, Canadian Revolving Commitment
Percentages, Term A Commitment Percentages and Term B Commitment Percentages, as
applicable, of such Lenders (or, if the Commitments of such Lenders have

                                      -97-


expired or been terminated, in accordance with the respective principal amounts
of the outstanding Loans of the applicable Class and Participation Interests of
such Lenders); PROVIDED that, in the event any amount paid to any Lender
pursuant to this SUBSECTION (a) is rescinded or must otherwise be returned by
the relevant Administrative Agent, each Lender shall, upon the request of the
relevant Administrative Agent repay to such Administrative Agent the amount so
paid to such Lender, with interest for the period commencing on the date such
payment is returned by such Administrative Agent until the date such
Administrative Agent receives such repayment at a rate per annum equal to,
during the period to but excluding the date two Business Days after such
request, the Federal Funds Rate (in the case of amounts denominated in U.S.
Dollars) or CDOR Rate (in the case of amounts denominated in Canadian Dollars)
as its cost of funds for the relevant currency borrowed in the relevant
interbank market, and thereafter, the Base Rate, C$ Prime Rate or Eurodollar
Rate for one-day deposits in the applicable currency, as applicable, plus 2.00%
per annum.

          (b) LETTERS OF CREDIT.

                 (i)    U.S. LETTERS OF CREDIT. Each payment of U.S. LC
     Obligations shall be allocated to each U.S. Revolving Lender pro-rata in
     accordance with its U.S. Revolving Commitment Percentage; PROVIDED that, if
     any U.S. Revolving Lender shall have failed to pay its applicable pro-rata
     share of any U.S. LC Disbursement, then any amount to which such U.S.
     Revolving Lender would otherwise be entitled pursuant to this SUBSECTION
     (b) shall instead be payable to the U.S. Issuing Lender; PROVIDED, FURTHER,
     that in the event any amount paid to any U.S. Revolving Lender pursuant to
     this SUBSECTION (b) is rescinded or must otherwise be returned by the U.S.
     Issuing Lender, each U.S. Revolving Lender shall, upon the request of the
     Issuing Lender, repay to the Canadian Administrative Agent for the account
     of the U.S. Issuing Lender the amount so paid to such U.S. Revolving
     Lender, with interest for the period commencing on the date such payment is
     returned by the U.S. Issuing Lender until the date the U.S. Issuing Lender
     receives such repayment at a rate per annum equal to, during the period to
     but excluding the date two Business Days after such request, the Federal
     Funds Rate, and thereafter, the Base Rate plus 2.00% per annum.

                 (ii)   CANADIAN LETTERS OF CREDIT. Each payment of Canadian LC
     Obligations shall be allocated to each Canadian Revolving Lender pro-rata
     in accordance with its Canadian Revolving Commitment Percentage; PROVIDED
     that, if any Canadian Revolving Lender shall have failed to pay its
     applicable pro-rata share of any Canadian LC Disbursement, then any amount
     to which such Canadian Revolving Lender would otherwise be entitled
     pursuant to this SUBSECTION (b) shall instead be payable to the Canadian
     Issuing Lender; PROVIDED, FURTHER, that in the event any amount paid to any
     Canadian Revolving Lender pursuant to this SUBSECTION (b) is rescinded or
     must otherwise be returned by the Canadian Issuing Lender, each Canadian
     Revolving Lender shall, upon the request of the Canadian Issuing Lender,
     repay to the Canadian Administrative Agent for the account of the Canadian
     Issuing Lender the amount so paid to such Canadian Revolving Lender, with
     interest for the period commencing on the date such payment is returned by
     the Canadian Issuing Lender until the date the Canadian Issuing Lender
     receives such repayment at a rate per annum equal to, during the period to
     but excluding the date two Business Days after such request, the Federal
     Funds Rate, and thereafter, the Base Rate plus 2.00% per annum (in the case
     of Canadian LC Obligations denominated in U.S. Dollars) or the CDOR Rate,
     and thereafter, the C$ Prime Rate plus 2.00% per annum (in the case of
     Canadian LC Obligations denominated in Canadian Dollars).

          (c) BANKERS' ACCEPTANCES. Each payment of BA Reimbursement Obligations
shall be allocated to each Canadian Revolving Lender pro-rata in accordance with
its Canadian Revolving Commitment Percentage; PROVIDED that, in the event any
amount paid to any Canadian Revolving Lender

                                      -98-


pursuant to this SUBSECTION (c) is rescinded or must otherwise be returned by
the Canadian Administrative Agent, each Canadian Revolving Lender shall, upon
the request of the Canadian Administrative Agent, repay to the Canadian
Administrative Agent for its account the amount so paid to such Canadian
Revolving Lender with interest for the period commencing on the date such
payment is returned by the Canadian Administrative Agent, until the date the
Canadian Administrative Agent receives such repayment at a rate per annum equal
to, during the period to but excluding the date two Business Days after such
request, the CDOR Rate and thereafter, the C$ Prime Rate plus 2.00% per annum.

          SECTION 2.14 SHARING OF PAYMENTS. The Lenders agree among themselves
that, except to the extent otherwise provided herein, if any Lender shall obtain
payment in respect of any Loan, unreimbursed LC Disbursements, unreimbursed
Bankers' Acceptances or any other obligation owing to such Lender under this
Agreement through the exercise of a right of set-off, banker's lien or
counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy
Code or other security or interest arising from, or in lieu of, such secured
claim, received by such Lender under any applicable bankruptcy, insolvency or
other similar Law or otherwise, or by any other means, in excess of its pro-rata
share of such payment as provided for in this Agreement, such Lender shall
promptly pay in cash or purchase from the other Lenders a participation in such
Loans, unreimbursed LC Disbursements, unreimbursed Bankers' Acceptances and
other obligations in such amounts, and make such other adjustments from time to
time, as shall be equitable to the end that all Lenders share such payment in
accordance with their respective ratable shares as provided for in this
Agreement. The Lenders further agree among themselves that if payment to a
Lender obtained by such Lender through the exercise of a right of set-off,
banker's lien, counterclaim or other event as aforesaid shall be rescinded or
must otherwise be restored, each Lender which shall have shared the benefit of
such payment shall, by payment in cash or a repurchase of a participation
theretofore sold, return its share of that benefit (together with its share of
any accrued interest payable with respect thereto) to each Lender whose payment
shall have been rescinded or otherwise restored. The Borrowers agree that any
Lender so purchasing such a participation may, to the fullest extent permitted
by Law, exercise all rights of payment, including set-off, banker's lien or
counterclaim, with respect to such participation as fully as if such Lender were
a holder of such Loan, LC Obligation, Bankers' Acceptance or other obligation in
the amount of such participation. Except as otherwise expressly provided in this
Agreement, if any Lender or Agent shall fail to remit to any other Agent or
Lender an amount payable by such Lender or Agent to such other Agent or Lender
pursuant to this Agreement on the date when such amount is due, such payments
shall be made together with interest thereon if paid within two Business Days of
the date when such amount is due at a per annum rate equal to the Federal Funds
Rate (in the case of amounts denominated in U.S. Dollars) or CDOR Rate (in the
case of amounts denominated in Canadian Dollars), and thereafter, at a per annum
rate equal to the Base Rate, C$ Prime Rate or Eurodollar Rate for one-day
deposits in the applicable currency, as applicable, until the date such amount
is paid to such other Agent or Lender. If under any applicable bankruptcy,
insolvency or other similar Law, any Lender receives a secured claim in lieu of
a set-off to which this SECTION 2.14 applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders under this SECTION 2.14 to share in
the benefits of any recovery on such secured claim.

          SECTION 2.15 PAYMENTS: COMPUTATIONS.

          (a) PAYMENTS BY THE BORROWERS. Each payment of principal of and
interest on Loans, LC Obligations, BA Reimbursement Obligations and fees
hereunder (other than fees payable directly to the Issuing Lenders) shall be
paid not later than 2:00 P.M. (local time in the relevant Administrative Office)
on the date when due, in the applicable currency and in funds immediately
available to the relevant Administrative Agent (or, in the case of payments in
respect of the U.S. Swingline Loans, to the U.S. Swingline Lender) at the
applicable Borrower's Account. Each such payment shall be made irrespective of
any set-off, counterclaim or defense to payment which might in the absence of
this provision be

                                      -99-


asserted by any Borrower or any Affiliate against any Administrative Agent or
any Lender. Payments received after 2:00 P.M. (local time in the relevant
Administrative Office) shall be deemed to have been received on the next
Business Day. Each Borrower shall, at the time it makes any payments under this
Agreement, specify to the relevant Administrative Agent the Loan, Letters of
Credit, Bankers' Acceptances, fees or other amounts payable by such Borrower
hereunder to which such payment is to be applied (and if it fails to specify or
if such application would be inconsistent with the terms hereof, the relevant
Administrative Agent shall, subject to SECTION 2.13, distribute such payment to
the Lenders in such manner as the relevant Administrative Agent may deem
reasonably appropriate). The relevant Administrative Agent may in its sole
discretion distribute such payments to the applicable Lenders on the date of
receipt thereof, if such payment is received prior to 2:00 P.M. (local time in
the relevant Administrative Office); otherwise the relevant Administrative Agent
may in its sole discretion, distribute such payment to the applicable Lenders on
the date of receipt thereof or on the immediately succeeding Business Day.
Whenever any payment hereunder shall be due on a day which is not a Business
Day, the date for payment thereof shall be extended to the next succeeding
Business Day unless (in the case of Eurodollar Loans) such Business Day falls in
another calendar month, in which case the date for payment thereof shall be the
next preceding Business Day. If the date for any payment of principal is
extended by operation of Law or otherwise, interest thereon shall be payable for
such extended time. Each Borrower hereby authorizes and directs each
Administrative Agent to debit any account maintained by such Borrower with such
Administrative Agent to pay when due any amounts required to be paid from time
to time under this Agreement. All payments in respect of the principal or
interest on U.S. Dollar-Denominated Loans shall be made by the relevant
Borrower in U.S. Dollars which may be by telephone if promptly confirmed in
writing and all payments in respect of the principal of or interest on Loans
denominated in Canadian Dollars shall be made by the relevant Borrower in
Canadian Dollars which may be by telephone if promptly confirmed in writing.
Unless converted to U.S. Dollars or Canadian Dollars, as applicable, pursuant to
the express terms of this Agreement, all reimbursement of amounts drawn under
Letters of Credit denominated in an Agreed Foreign Currency, shall be made by
the relevant Borrower in such relevant currency.

          (b) DISTRIBUTIONS BY THE ADMINISTRATIVE AGENTS. Unless the relevant
Administrative Agent shall have received notice which may be made by telephone
if promptly confirmed in writing from the relevant Borrower prior to the date on
which any payment is due to the Lenders hereunder that such Borrower will not
make such payment in full, the relevant Administrative Agent may assume that
such Borrower has made such payment in full to the relevant Administrative Agent
on such date, and the relevant Administrative Agent may, in reliance upon such
assumption, cause to be distributed to each Lender on such due date an amount
equal to the amount then due such Lender. If and to the extent that the relevant
Borrower shall not have so made such payment, each Lender shall repay to the
relevant Administrative Agent forthwith on demand such amount distributed to
such Lender together with interest thereon, for each day from the date such
amount is distributed to such Lender until the date such Lender repays such
amount to the relevant Administrative Agent, at (i) the Federal Funds Rate (if
such amount was distributed in U.S. Dollars) or (ii) the CDOR Rate (if such
amount was distributed in Canadian Dollars.

          (c) COMPUTATIONS. Except for (x) interest on Base Rate Loans, C$ Prime
Loans, Trade Letter of Credit Fees and Standby Letter of Credit Fees for
Canadian Letters of Credit, and any Commitment Fees paid to the Canadian
Administrative Agent for the account of Canadian Revolving Lenders pursuant to
SECTION 2.12(a), each of which shall be computed on the basis of a 365 or 366
day year as the case may be (unless the Base Rate is determined by reference to
the Federal Funds Rate) and (y) BA Acceptance Fees which shall be computed on
the basis of a 365 day year, all computations of interest and fees hereunder
shall be made on the basis of the actual number of days elapsed over a year of
360 days. Interest shall accrue from and including the date of borrowing (or
continuation or conversion) but excluding the date of payment. For the purposes
of the Interest Act (Canada), in any case in which an

                                      -100-


interest rate is stated in this Agreement to be calculated on the basis of a
year of 360 days or 365 (or 366) days, as the case may be, the yearly rate of
interest to which such interest rate is equivalent is equal to such interest
rate multiplied by the number of days in the year in which the relevant interest
payment accrues and divided by 360 or 365 (or 366), respectively. In addition,
the principle of deemed investment of interest does not apply to any interest
calculations under this Agreement and the rates of interest stipulated in this
Agreement are intended to be nominal rates and not effective rates or yields.

          SECTION 2.16 ADDITIONAL BORROWERS. With the consent of the
Administrative Agents (not to be unreasonably withheld, delayed or conditioned),
the Parent Borrower may from time to time designate (i) one or more U.S.
Subsidiaries of the Parent Borrower as a U.S. Subsidiary Borrower of a U.S.
Revolving Loan, or (ii) one or more Canadian Subsidiaries of the Parent Borrower
as a Canadian Subsidiary Borrower of a Canadian Revolving Loan; in each case by
delivering to the relevant Administrative Agent a Borrowing Subsidiary Agreement
executed by such Subsidiary, the Parent Borrower, the relevant Administrative
Agent, and, in addition in the case of a U.S. Revolving Borrowing, the U.S.
Borrower, together with an opinion from counsel to such Subsidiary Borrower
covering the matters set forth in EXHIBIT D-4 hereto, and such other documents
and instruments as the relevant Administrative Agent may reasonably request.
Upon such delivery, such Subsidiary shall for all purposes of this Agreement be
a Subsidiary Borrower and a party to this Agreement until the Parent Borrower
shall have executed and delivered to the relevant Administrative Agent a
Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such
Subsidiary shall cease to be a Subsidiary Borrower and a party to this
Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary
Termination will become effective as to any Subsidiary Borrower at a time when
any principal of or interest on any Loan to such Subsidiary Borrower, or any
Letter of Credit issued for the account of such Subsidiary Borrower, or any
Bankers' Acceptance issued by such Canadian Subsidiary Borrower, shall be
outstanding hereunder; provided that such Borrowing Subsidiary Termination shall
be effective to terminate such Subsidiary Borrower's right to make further
borrowings or request other Credit Extensions under this Agreement.

          SECTION 2.17 AUTHORITY TO DEBIT AND CREDIT. Subject to the provisions
of this Agreement, each Borrower does hereby expressly and irrevocably authorize
the Canadian Administrative Agent to effect all the necessary debits, deposits
and credits (with respect to the Borrower's Accounts) in order to accommodate
the Lenders in making Credit Extensions and in order to accommodate the
Borrowers in making payments to the Lenders.

                                   ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

          SECTION 3.01 TAXES.

          (a) PAYMENTS NET OF CERTAIN TAXES. Any and all payments by any
Borrower to or for the account of any Lender or any Agent hereunder or under any
other Senior Finance Document shall be made free and clear of and without
deduction for any and all present or future taxes, duties, levies, imposts,
assessments, deductions, charges or withholdings of any nature whatsoever now or
hereafter imposed by any Governmental Authority, and all liabilities (including,
without limitation, interest, penalties and additions to tax) with respect
thereto, excluding any and all Excluded Taxes (all such non-Excluded Taxes
being hereinafter referred to as "TAXES"). If any Borrower shall be required by
Law to deduct or withhold any Taxes from or in respect of any sum payable under
this Agreement or any other Senior Finance Document to any Lender or any Agent,
(i) the sum payable shall be increased as necessary so that after making all
required deductions and withholdings (including deductions and withholdings
applicable to additional sums payable under this SECTION 3.01) such Lender or
such Agent receives an amount equal to the sum it would have received had no
such deductions or withholdings been made, (ii)

                                      -101-


such Borrower shall make such deductions and withholdings, (iii) such Borrower
shall pay the full amount deducted or withheld to the relevant taxation
authority or other authority in accordance with applicable Law and (iv) such
Borrower shall furnish to the relevant Administrative Agent, at its
Administrative Office, the original or a certified copy of a receipt evidencing
payment thereof.

          (b) OTHER TAXES. In addition, each Borrower agrees to pay any and all
present or future stamp, documentary, excise or property taxes, charges or
similar levies (including, without limitation, mortgage recording taxes and
similar fees) which arise from any payment made by it under this Agreement or
any other Senior Finance Document or from the execution, delivery, registration
or enforcement of, or otherwise with respect to, this Agreement or any other
Senior Finance Document (hereinafter referred to as "OTHER TAXES").

          (c) ADDITIONAL TAXES. Each Borrower agrees to indemnify each Lender
and each Agent, within 10 days after written demand therefor, for the full
amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or
asserted by any jurisdiction on amounts payable under this SECTION 3.01),as
applicable, paid by such Lender or such Agent (as the case may be) and all
liabilities (including, without limitation, penalties, interest and expenses)
arising therefrom or with respect thereto. A certificate as to the amount of
such payment or liability delivered to the relevant Borrower by a Lender, or by
an Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
manifest error.

          (d) U.S. TAX FORMS AND CERTIFICATES. Each U.S. Revolving Lender that
is not a "United States person" within the meaning of Section 7701(a)(30) of the
Code (a "NON-U.S. LENDER"), on or prior to the date of its execution and
delivery of this Agreement in the case of each such U.S. Revolving Lender listed
on the signature pages hereof and on or prior to the date on which it becomes a
U.S. Revolving Lender in the case of each such other U.S. Revolving Lender, and
thereafter as reasonably requested from time to time by the U.S. Borrower or the
relevant Administrative Agent, shall provide the U.S. Borrower and the relevant
Administrative Agent with duly completed copies of whichever of the following
forms and certificates (as applicable) that such U.S. Revolving Lender is
legally able to deliver: (i) Internal Revenue Service Form W-8BEN, certifying
that such Non-U.S. Lender is entitled to benefits under an income tax treaty to
which the United States is a party that reduces to zero the rate of withholding
of U.S. federal income tax on payments of interest; (ii) Internal Revenue
Service Form W-8ECI; (iii) in the case of a Non-U.S. Lender claiming the
benefits of the exemption for portfolio interest under Section 881(c) of the
Code, (x) Internal Revenue Service Form W-8BEN and (y) a certificate to the
effect that such Non- U.S. Lender is not (A) a "bank" within the meaning of
Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the U.S.
Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a
"controlled foreign corporation" described in Section 881(c)(3)(C) of the Code;
or (iv) any other form or certificate required under the Code or the Treasury
Regulations certifying that such Non-U.S. Lender or each of its beneficial
owners is entitled to a complete exemption from U.S. federal income tax on
payments of interest pursuant to this Agreement or any other Senior Finance
Document.

          (e) FAILURE TO PROVIDE TAX FORMS AND CERTIFICATES. For any period with
respect to which a U.S. Revolving Lender that is a Non-U.S. Lender has failed to
provide the U.S. Borrower and the relevant Administrative Agent with the
appropriate form and/or certificate pursuant to SECTION 3.01(d) (unless such
failure is due to a change in Law or an income tax treaty to which the United
States is a party that occurred subsequent to the date on which a form and/or
certificate originally was required to be provided by such U.S. Revolving
Lender), such U.S. Revolving Lender shall not be entitled to receive any
additional amounts or indemnification under SECTION 3.01(a) or 3.01(c) with
respect to withholding of United States federal income tax on interest payments
made with respect to such period on its U.S. Revolving Loans or U.S. Revolving
Note; PROVIDED, HOWEVER, that should a U.S. Revolving Lender, which is otherwise
exempt from or subject to a reduced rate of withholding of United States federal
income tax, become subject to such Taxes because of its failure to deliver a
form required to be delivered

                                      -102-


hereunder, the U.S. Borrower shall take such steps as such Non-U.S. Lender shall
reasonably request to assist such Non-U.S. Lender to recover such Taxes;
PROVIDED that any such steps shall not subject the U.S. Borrower to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Borrower in any material respect.

          (f) OBLIGATIONS IN RESPECT OF NON-U.S. LENDERS. The U.S. Borrower
shall not be required to indemnify or pay any additional amounts pursuant to
SECTION 3.01(a) or 3.01(c) to any U.S. Revolving Lender that is a Non-U.S.
Lender in respect of withholding of United States federal income tax on interest
payments on its U.S. Revolving Loans or U.S. Revolving Note to the extent that
the obligation to withhold United States federal income tax on interest payments
on its U.S. Revolving Loans or U.S. Revolving Note existed on the date such U.S.
Revolving Lender became a party to this Agreement or, with respect to payments
to a new Applicable Lending Office, the date such U.S. Revolving Lender
designated such new Applicable Lending Office with respect to its U.S. Revolving
Loans; PROVIDED, HOWEVER, that this SUBSECTION (f) shall not apply (i) to any
new Applicable Lending Office that becomes a new Applicable Lending Office as a
result of an assignment, transfer or designation made at the request of the
Parent Borrower or the U.S. Borrower, (ii) to any Eligible Assignee pursuant to
a request by Parent Borrower under SECTION 2.11(c), and (iii) to the extent the
indemnity payment or additional amounts any Lender (or its assignor, if any)
would be entitled to receive at the time of designation of a new Applicable
Lending Office (or assignment), without regard to this SUBSECTION (f), do not
exceed the indemnity payment or additional amounts that such Lender would have
been entitled to receive in the absence of such designation (or assignment).

          (g) MITIGATION. If any Credit Party is required to pay additional
amounts to or for the account of any Lender pursuant to this SECTION 3.01, then
such Lender shall use reasonable efforts to change the jurisdiction of its
Applicable Lending Office so as to eliminate or reduce any such additional
payment which may thereafter accrue if such change, in the judgment of such
Lender, would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender.

          (h) OBLIGATIONS IN RESPECT OF CANADIAN WITHHOLDING TAXES.

                 (i)    In the event that any Credit Party is, has become or
     would become obligated to pay additional amounts or indemnification under
     SECTION 3.01(a) or 3.01(c) with respect to Canadian withholding tax on
     interest payments to a Term B Lender with respect to its Term B Loan as a
     result of any change in applicable Law which is announced or becomes
     effective on or after the date of this Agreement, and the Parent Borrower
     makes a written request to such Term B Lender to provide information,
     documents or other evidence concerning such Term B Lender's nationality,
     residence, entitlement to treaty benefits or connection with Canada or any
     political subdivision or authority thereof and provides reasonable
     assistance to such Term B Lender in the completion and provision or filing
     of any relevant form or other documentation, then such Term B Lender shall
     comply with such request no later than 90 days after receipt of such
     request but only provided that (i) such Term B Lender's compliance with
     such request could not expose such Term B Lender to any material liability,
     delay or obligation (including unreimbursed costs or out-of-pocket
     expenses) as determined solely in the discretion of such Term B Lender,
     (ii) such Term B Lender is legally able to comply with such request, (iii)
     under applicable Law such Term B Lender's compliance with such request is a
     precondition to reduction or exemption of Canadian withholding tax on
     interest payments on its Term B Loan, and (iv) such Term B Lender's
     compliance with such request does not require disclosure of any information
     that is confidential or proprietary and is not otherwise disadvantageous to
     such Term B Lender in any material respect, in each case, as determined in
     solely in the discretion of such Term B Lender. For any period with respect
     to which any Term B Lender fails to comply with

                                      -103-


     the immediately preceding sentence of this SECTION 3.01(h), such Term B
     Lender shall not be entitled to receive any additional amounts or
     indemnification under SECTION 3.01(a) or 3.01(c) with respect to any
     Canadian withholding tax on interest payments made with respect to such
     period on its Term B Loan.

                 (ii)   For any period with respect to which any Term A Lender,
     Canadian Revolving Lender, Canadian Swingline Lender or Canadian Issuing
     Lender has ceased to qualify as a Canadian Resident (unless such Term A
     Lender, Canadian Revolving Lender, Canadian Swingline Lender or Canadian
     Issuing Lender, as the case may be, has ceased to qualify as a Canadian
     Resident as a result of a change in Law), such Term A Lender, Canadian
     Revolving Lender, Canadian Swingline Lender or Canadian Issuing Lender, as
     the case may be, shall not be entitled to receive any additional amounts or
     indemnification under SECTION 3.01(a) or 3.01(c) with respect to any
     Canadian withholding tax on interest payments made with respect to such
     period on its Term A Loan, Canadian Revolving Loans, Canadian Swingline
     Loans, Canadian Letters of Credit or Bankers' Acceptances, as applicable.

          (i) REFUNDS. If any Lender or any Agent determines in its sole
discretion that it has received a refund of any Taxes as to which it has
received from any Borrower additional amounts or indemnification under
SECTION 3.01(a) or 3.01(c), as long as no Default or Event of Default then
exists it shall pay over such refund to such Borrower (to the extent of
indemnity payments made, or additional amounts paid, by such Credit Party under
SECTION 3.01(a) or 3.01(c) with respect to Taxes giving rise to such refund),
net of all out-of-pocket expenses (including, without limitation, any Taxes or
Excluded Taxes attributable to such refund) of such Lender or Agent and without
interest (other than any interest paid by the relevant taxing authority with
respect to such refund (net of any Taxes or Excluded Taxes attributable to such
interest)); PROVIDED that each Borrower, upon request of such Lender or Agent,
agrees to repay to such Lender or Agent within 10 days after receiving such
request, the amount paid over to such Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) in the event such
Lender or Agent is required to repay such refund to the relevant Governmental
Authority. This SECTION 3.01(i) shall not be construed to require any Agent or
any Lender to make available its tax returns (or any other information relating
to its taxes which it deems confidential) to any Borrower or any other person.

          SECTION 3.02 CHANGE IN LAW, ETC. If, on or after the date of this
Agreement, (i) the adoption of any applicable Law, or any change in any
applicable Law, or any change in the interpretation or administration thereof by
any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
Applicable Lending Office) with any request or directive (whether or not having
the force of Law) of any such authority, central bank or comparable agency shall
make it unlawful or impossible (A) for any Lender (or its Applicable Lending
Office) to make, maintain or fund any of its Eurodollar Loans, (B) for any
Issuing Lender to issue Letters of Credit denominated in Canadian Dollars or any
Agreed Foreign Currency or (C) for any Canadian Revolving Lender to accept
Bankers' Acceptances or (ii) there shall have occurred any change in national or
international financial, political or economic conditions (including the
imposition of or any change in exchange controls) or currency exchange rates
that would make it impracticable (A) for any Lender (or its Applicable Lending
Office) to make, maintain or fund any of its Eurodollar Loans, (B) for any
Issuing Lender to issue Letters of Credit denominated in Canadian Dollars or any
Agreed Foreign Currency or (C) for any Canadian Revolving Lender to accept
Bankers' Acceptances, and, in each such case, the affected Lender shall so
notify the Administrative Agents, the Administrative Agents shall forthwith give
notice thereof to the other Lenders and the Borrowers, whereupon, until each
affected Lender notifies the Parent Borrower and the Administrative Agents that
the circumstances giving rise to such suspension no longer exist, (i) the
obligation of each affected Lender to make Eurodollar Loans, or to convert
outstanding Loans into Eurodollar Loans, shall be suspended,

                                      -104-


(ii) the obligation of the affected Issuing Lender to issue Letters of Credit in
Canadian Dollars or such Agreed Foreign Currency shall be suspended and (iii)
the commitment of the affected Canadian Revolving Lender to accept Bankers'
Acceptances (including Refunding Bankers' Acceptances) shall be suspended and
such Lender's outstanding Bankers' Acceptances, if any, shall (on the respective
last days of the then current BA Contract Periods or within such earlier period
as required by Law) be converted automatically to C$ Prime Loans. Before giving
any notice to the Administrative Agents pursuant to this SECTION 3.02, such
Lender shall designate a different Applicable Lending Office if such designation
will avoid the need for giving such notice and will not, in the good faith
judgment of such Lender, be otherwise disadvantageous to such Lender. If such
notice is given, the Borrower shall be given the option to prepay each
Eurodollar Loan of such Lender then outstanding or convert such Eurodollar Loan
to a Base Rate Loan, in each case, either (i) on the last day of the then
current Interest Period applicable to such Eurodollar Loan, if such Lender may
lawfully continue to maintain and fund such Loan to such day or (ii)
immediately, if such Lender shall determine that it may not lawfully continue to
maintain and fund such Loan to such day.

          SECTION 3.03 BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR.
If on or prior to the first day of any Interest Period for any Eurodollar
Borrowing:

                 (i)    the relevant Administrative Agent, acting in good faith,
     determines (which determination shall be conclusive) that by reason of
     circumstances affecting the relevant market, adequate and reasonable means
     do not exist for ascertaining the applicable Eurodollar Rate for such
     Interest Period; or

                 (ii)   Lenders having 50% or more of the aggregate amount of
     the Commitments of the relevant Class advise the relevant Administrative
     Agent that the London Interbank Offered Rate as determined by the relevant
     Administrative Agent will not adequately and fairly reflect the cost to
     such Lenders of funding their Eurodollar Loans included in such Borrowing
     for such Interest Period; or

                 (iii)  the relevant Administrative Agent, acting in good faith,
     determines (which determination shall be conclusive) that deposits in the
     principal amounts of the Loans comprising such Borrowing and in U.S.
     Dollars are not generally available in the relevant market;

such Administrative Agent shall forthwith give notice thereof to the Parent
Borrower and the relevant Lenders, whereupon, until the relevant Administrative
Agent notifies the Parent Borrower that the circumstances giving rise to such
suspension no longer exist, (i) the obligations of the Lenders to make
Eurodollar Loans of such Class, or to continue or convert outstanding Loans as
or into Eurodollar Loans of such Class, shall be suspended and (ii) each
outstanding Eurodollar Loan shall be converted into a Base Rate Loan on the last
day of the then current Interest Period applicable thereto. Unless the Parent
Borrower notifies the relevant Administrative Agent at least two Business Days
before the date of any Eurodollar Borrowing for which a Notice of Borrowing has
previously been given that it elects not to borrow on such date, such Borrowing
shall instead be made as a Base Rate Borrowing or a C$ Prime Borrowing, as
applicable, in the same aggregate U.S. Dollar Amount as the requested Borrowing
and shall bear interest for each day from and including the first day to but
excluding the last day of the Interest Period applicable thereto at the rate
applicable to the Revolving Base Rate Loans or C$ Prime Loans, as applicable,
for such day.

          SECTION 3.04 CIRCUMSTANCES MAKING BANKERS' ACCEPTANCES UNAVAILABLE.

          (a) If the Canadian Administrative Agent determines in good faith
(which determination shall be final, conclusive and binding upon the Parent
Borrower) and notifies the Parent Borrower that, by

                                      -105-


reason of circumstances affecting the Canadian money market, there is no market
for Bankers' Acceptances, then:

                 (i)    the right of the Parent Borrower to request a borrowing
     by way of Bankers' Acceptances shall be suspended until the Canadian
     Administrative Agent determines that the circumstances causing such
     suspension no longer exist and the Canadian Administrative Agent so
     notifies the Parent Borrower; and

                 (ii)   any notice relating to a borrowing by way of Bankers'
     Acceptances which is outstanding at such time shall be deemed to be a
     notice requesting C$ Prime Loans (all as if it were a notice given pursuant
     to SECTION 2.02(c)).

          (b) The Canadian Administrative Agent shall promptly notify the Parent
Borrower and the Canadian Revolving Lenders of the suspension of the Parent
Borrower's right to request a borrowing by way of Bankers' Acceptances and of
the termination of such suspension.

          SECTION 3.05 INCREASED COSTS AND REDUCED RETURN.

          (a) If on or after the date hereof, the adoption of or any change in
any applicable Law or in the interpretation or application thereof applicable to
any Lender (or its Applicable Lending Office), or compliance by any Lender (or
its Applicable Lending Office) with any request or directive (whether or not
having the force of Law) from any central bank or other Governmental Authority,
in each case made subsequent to the Effective Date (or, if later, the date on
which such Lender becomes a Lender):

                 (i)    shall subject such Lender (or its Applicable Lending
     Office) to any tax of any kind whatsoever with respect to any Letter of
     Credit, any Bankers' Acceptance, any Eurodollar Loans made by it or any of
     its Notes or its obligation to make Eurodollar Loans, to participate in
     Letters of Credit or to accept Bankers' Acceptances, or change the basis of
     taxation of payments to such Lender (or its Applicable Lending Office) in
     respect thereof (except for (A) Taxes and Other Taxes covered by SECTION
     3.01 (including Taxes imposed solely by reason of any failure of such
     Lender to comply with its obligations under SECTION 3.01(e)) and (B)
     Excluded Taxes);

                 (ii)   shall impose, modify or hold applicable any reserve,
     special deposit, compulsory loan or similar requirement against assets held
     by, deposits or other liabilities in or for the account of, advances, loans
     or other extensions of credit by, or any other acquisition of funds by, any
     office of such Lender (or its Applicable Lending Office) which is not
     otherwise included in the determination of the Eurodollar Rate hereunder;
     or

                 (iii)  shall impose on such Lender (or its Applicable Lending
     Office) any other condition (excluding any tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, converting into, continuing or
maintaining any Eurodollar Loans, issuing or participating in Letters of Credit
or accepting Bankers' Acceptances or to reduce any amount receivable hereunder
in respect thereof, then, in any such case, upon notice to each relevant
Borrower from such Lender, through the relevant Administrative Agent, in
accordance herewith, each relevant Borrower shall be obligated to promptly pay
such Lender, upon its demand, any additional amounts necessary to compensate
such Lender on an after-tax basis (after taking into account applicable
deductions and credits in respect of the amount indemnified) for such increased
cost or reduced amount receivable.

                                     -106-


          (b) If any Lender shall have determined that the adoption or the
effectiveness of, or any change in, or any change by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof in the interpretation or administration of, any
applicable Law regarding capital adequacy, or compliance by such Lender, or its
parent corporation, with any request or directive regarding capital adequacy
(whether or not having the force of Law) of any such Governmental Authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on such Lender's (or parent corporation's) capital or assets as a
consequence of its commitments or obligations hereunder to a level below that
which such Lender, or its parent corporation, could have achieved but for such
adoption, effectiveness, change or compliance (taking into consideration such
Lender's (or parent corporation's) policies with respect to capital adequacy),
then, upon notice from such Lender to the relevant Borrower, each relevant
Borrower shall be obligated to pay to such Lender such additional amount or
amounts as will compensate such Lender on an after-tax basis (after taking into
account applicable deductions and credits in respect of the amount indemnified)
for such reduction. Each determination by any such Lender of amounts owing under
this SECTION 3.05 shall, absent manifest error be conclusive and binding on the
parties hereto.

          (c) A certificate of each Lender setting forth in reasonable detail
such amount or amounts as shall be necessary to compensate such Lender or its
holding company as specified in SUBSECTION (a) or (b) above, as the case may be,
shall be delivered to the relevant Borrower and shall be conclusive absent
manifest error. The relevant Borrower shall pay each Lender or the Issuing
Lender the amount shown as due on any such certificate delivered by it within 10
Business Days after receipt of the same.

          (d) Promptly (but in no event more than 120 days) after any Lender
becomes aware of any circumstance that will, in its reasonable judgment, result
in a request for increased compensation pursuant to this SECTION 3.05, such
Lender shall notify the relevant Borrower thereof. Failure on the part of any
Lender so to notify any Borrower or to demand compensation for any increased
costs or reduction in amounts received or receivable or reduction in return on
capital with respect to any period shall not constitute a waiver of such
Lender's right to demand compensation with respect to any other period. The
protection of this SECTION 3.05 shall be available to each Lender regardless of
any possible contention of the invalidity or inapplicability of the Law, rule,
regulation, guideline or other change or condition which shall have occurred or
been imposed.

          SECTION 3.06 FUNDING LOSSES. The relevant Borrower shall indemnify
each Lender against any loss or expense (including any loss of anticipated
profits) which such Lender may sustain or incur as a consequence of (i) any
failure by such Borrower to fulfill on the date of any Borrowing hereunder the
applicable conditions set forth in ARTICLE IV,(ii) any failure by such Borrower
to borrow or to refinance, convert or continue any Loan hereunder after
irrevocable notice of such Borrowing, refinancing, conversion or continuation
has been given pursuant to SECTION 2.02 or 2.08, (iii) any payment, prepayment
or conversion of a Eurodollar Loan or Bankers' Acceptance, whether voluntary or
involuntary, pursuant to any other provision of this Agreement or otherwise made
on a date other than the last day of the Interest Period or BA Contract Period
applicable thereto, (iv) any default in payment or prepayment of the principal
amount of any Loan or any part thereof or interest accrued thereon, as and when
due and payable (at the due date thereof, by irrevocable notice of prepayment or
otherwise), (v) the occurrence of any Event of Default or (vi) the assignment of
any Eurodollar Loan or Bankers' Acceptance other than on the last day of the
Interest Period or BA Contract Period applicable thereto as a result of a
request by the Parent Borrower pursuant to SECTION 2.11(c), including, in each
such case, any loss or reasonable expense sustained or incurred or to be
sustained or incurred in liquidating or employing deposits from third parties
acquired to effect or maintain such Loan or any part thereof as a Eurodollar
Loan. Such loss or reasonable expense shall be the amount as reasonably
determined by such Lender as the excess, if any, of (i) the amount of interest
which would have accrued to such Lender on the amount

                                      -107-


so paid, prepaid, converted, not borrowed, redenominated or assigned at a rate
of interest equal to the Adjusted Eurodollar Rate for such Loan, for the period
from the date of such payment, prepayment, conversion, failure to borrow,
redenomination or assignment to the last day (x) in the case of a payment,
prepayment, conversion, redenomination or assignment other than on the last day
of the Interest Period for such Loan, of the then current Interest Period for
such Loan, or (y) in the case of such failure to borrow, of the Interest Period
for such Loan which would have commenced on the date of such failure to borrow,
over (ii) the amount of interest which would have accrued to such Lender on such
amount by placing such amount on deposit in the applicable currency for a
comparable period with leading banks in the relevant interbank market. A
certificate of any Lender setting forth any amount or amounts which such Lender
is entitled to receive pursuant to this SECTION 3.06 shall be delivered to the
relevant Borrower and shall be conclusive absent manifest error.

          SECTION 3.07 BASE RATE LOANS SUBSTITUTED FOR AFFECTED EURODOLLAR
LOANS. If (i) the obligation of any Lender to make, or to continue or convert
outstanding Loans as or to, Eurodollar Loans has been suspended pursuant to
SECTION 3.02 or (ii) any Lender has demanded compensation under SECTION 3.01 or
3.05 with respect to its Eurodollar Loans, and in any such case the relevant
Borrower shall, by at least five Business Days' prior notice to such Lender
through the relevant Administrative Agent, have elected that the provisions of
this SECTION 3.07 shall apply to such Lender, then, unless and until such Lender
notifies the relevant Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer exist, all Loans which would
otherwise be made by such Lender as (or continued as or converted to) Eurodollar
Loans in the affected currency or currencies shall instead be U.S.
Dollar-Denominated Loans bearing interest at the Base Rate then in effect for
relevant Revolving Loans (on which interest and principal shall be payable
contemporaneously with the related Eurodollar Loans of the other Lenders). If
such Lender notifies the relevant Borrower that the circumstances giving rise to
such suspension or demand for compensation no longer exist, the principal amount
of each such Loan shall be converted into a Eurodollar Loan of the relevant
Class on the first day of the next succeeding Interest Period applicable to the
related Eurodollar Loans of the other Lenders.

                                   ARTICLE IV
                                   CONDITIONS

          SECTION 4.01 CONDITIONS TO CLOSING. The obligation of each Lender to
make a Loan, issue a Letter of Credit or accept a Bankers' Acceptance on the
Closing Date is subject to the satisfaction of the following conditions:

          (a) EXECUTED FINANCE DOCUMENTS. Receipt by each of the Lead Arrangers
and the Administrative Agents of duly executed copies of: (i) this Agreement;
(ii) the Notes; (iii) the Guaranties; (iv) the Collateral Documents and (v) all
other Senior Finance Documents, each in form and substance satisfactory to the
Lead Arrangers in their sole discretion.

          (b) LEGAL MATTERS. All legal matters incident to this Agreement and
the borrowings hereunder shall be satisfactory to the Lead Arrangers and to
Fried, Frank, Harris, Shriver & Jacobson LLP, the U.S. counsel for the
Administrative Agents and McCarthy Tetrault LLP, the Canadian counsel for the
Administrative Agents.

          (c) ORGANIZATIONAL DOCUMENTS. After giving effect to the transactions
contemplated by the Transaction Documents, the ownership, capital, corporate,
organizational and legal structure of each Credit Party shall be reasonably
satisfactory to the Lead Arrangers, and the Lead Arrangers and the
Administrative Agents shall have received: (i) a copy of the certificate or
articles of incorporation or other organizational documents, as applicable,
including all amendments thereto, of each Credit Party, certified as of a recent
date by the Secretary of State or other applicable authority of its respective

                                      -108-


jurisdiction of organization; (ii) a certificate as to the good standing of each
Credit Party, as of a recent date, from the Secretary of State or other
applicable Governmental Authority of its respective jurisdiction of
organization, together in the case of each Material Credit Party, to the extent
generally available, with a certificate or other evidence of good standing as to
payment of any applicable franchise or similar taxes from the appropriate taxing
authority of each such jurisdiction; (iii) a certificate of the Secretary or
Assistant Secretary of each Credit Party dated the Closing Date and certifying
(A) that the certificate or articles of incorporation or other organizational
documents, as applicable, of such Credit Party have not been amended since the
date of the last amendment thereto shown on the certificate of good standing
from its jurisdiction of organization furnished pursuant to CLAUSE (ii) above;
(B) that attached thereto is a true and complete copy of the agreement of
limited partnership, operating agreement or by-laws of such Credit Party, as
applicable, as in effect on the Closing Date and at all times since a date prior
to the date of the resolutions described in CLAUSE (C) below, (C) that attached
thereto is a true and complete copy of resolutions duly adopted by the board of
directors or other governing body of such Credit Party authorizing the
execution, delivery and performance of the Transaction Documents to which it is
to be a party and, in the case of a Borrower, the borrowings by it hereunder,
and that such resolutions have not been modified, rescinded or amended and are
in full force and effect; and (D) as to the incumbency and specimen signature of
each officer executing any Senior Finance Document or any other document
delivered in connection herewith on behalf of such Credit Party; (iv) a
certificate of another officer as to the incumbency and specimen signature of
the Secretary or Assistant Secretary executing the certificate pursuant to
CLAUSE (iii) above; and (v) such corporate or other constitutive or
organizational other documents as the Lead Arrangers or Fried, Frank, Harris,
Shriver & Jacobson LLP, the U.S. counsel for the Administrative Agents or
McCarthy Tetrault LLP, the Canadian counsel for the Administrative Agents, may
reasonably request.

          (d) OFFICER'S CERTIFICATES. The Lead Arrangers and the Administrative
Agents shall have received (i) a certificate, dated the Closing Date and signed
by a Responsible Officer of each of the Borrowers, confirming compliance with
the conditions precedent set forth in PARAGRAPHS (b) and (c) of SECTION 4.02 and
(ii) a certificate, dated the Closing Date and signed by a Responsible Officer
of each other Credit Party, confirming compliance with the condition precedent
set forth in PARAGRAPH (b) of SECTION 4.02.

          (e) OPINIONS OF COUNSEL. On the Closing Date, the Administrative
Agents shall have received:

               (i)    favorable written opinions of (A) McDermott, Will & Emery
     LLP, special U.S. counsel to the Credit Parties, addressed to the
     Administrative Agents, the Lead Arrangers, the Collateral Agents and each
     Lender, dated the Closing Date, substantially in the form of EXHIBIT D-l(a)
     hereto and (B) Fasken Martineau DuMoulin LLP, special Canadian counsel to
     the Credit Parties, addressed to the Administrative Agents, the Lead
     Arrangers, the Collateral Agents and each Lender, dated the Closing Date,
     substantially in the form of EXHIBIT D-1(b) hereto;

               (ii)   from special local counsel to the Parent Borrower and the
     other Credit Parties (which counsel shall be reasonably satisfactory to the
     Lead Arrangers) for each State or Province in which any Material Credit
     Party either is located (within the meaning of Section 9-301 of the
     Uniform Commercial Code as in effect in the State of New York) or has its
     registered or chief executive office, an opinion addressed to the
     Administrative Agents, the Lead Arrangers, the Collateral Agents and each
     Lender, dated the Closing Date, substantially in the form of EXHIBIT D-2
     hereto;

                                      -109-


               (iii)  from special local counsel to the Parent Borrower and the
     other Credit Parties (which counsel shall be reasonably satisfactory to the
     Lead Arrangers) for each jurisdiction in which a Material Mortgaged
     Property is located, an opinion addressed to the Administrative Agents, the
     Lead Arrangers, the Collateral Agents and each Lender, dated the Closing
     Date, substantially in the form of EXHIBIT D-3 hereto;

               (iv)   from counsel to the Seller in respect of the Acquisition,
     copies of the opinions delivered by them as required under the Acquisition
     Agreement; and

               (v)    from counsel to the Parent Borrower, copies of the
     opinions delivered by them under the underwriting or purchase agreements
     for the Senior Notes and the Subordinated Notes.

          (f) ISSUANCE OF THE JUNIOR DEBT. On or prior to the Closing Date,

               (i)    (A) the Parent Borrower shall have entered into the
     Subordinated Note Indenture on terms that are satisfactory to the Lead
     Arrangers, (B) the Parent Borrower shall have executed and delivered the
     Subordinated Notes, (C) the Lead Arrangers and the Administrative Agents
     shall have received true and correct copies of the Subordinated Note
     Indenture and each of the Subordinated Notes as originally executed and
     delivered, each of which shall be in full force and effect, (D) the Parent
     Borrower shall have received gross cash proceeds of at least US$850,000,000
     from the issuance of the Subordinated Notes (it being understood that such
     cash proceeds shall include all amounts directly applied to pay
     underwriting and placement commissions and discounts and related fees) and
     (E) the Parent Borrower shall have utilized the full amount of such cash
     proceeds to make payments owing in connection with the Transaction prior to
     or concurrently with the utilization of any proceeds of the Loans and
     Bankers' Acceptances for such purpose.

               (ii)   (A) the Parent Borrower shall have entered into the Senior
     Note Indenture on terms that are satisfactory to the Lead Arrangers, (B)
     the Parent Borrower shall have executed and delivered the Senior Notes, (C)
     the Lead Arrangers and the Administrative Agents shall have received true
     and correct copies of the Senior Note Indenture and each of the Senior
     Notes as originally executed and delivered, each of which shall be in full
     force and effect, (D) the Parent Borrower shall have received gross cash
     proceeds of at least US$350,000,000 from the issuance of the Senior Notes
     (it being understood that such cash proceeds shall include all amounts
     directly applied to pay underwriting and placement commissions and
     discounts and related fees) and (E) the Parent Borrower shall have utilized
     the full amount of such cash proceeds to make payments owing in connection
     with the Transaction prior to or concurrently with the utilization of any
     proceeds of the Loans and Bankers' Acceptances for such purpose.

          (g) CONSUMMATION OF THE ACQUISITION.On or prior to the Closing Date,
there shall have been delivered to the Lead Arrangers and the Administrative
Agents true and correct copies of all Acquisition Documents and all terms and
conditions of the Acquisition Documents shall be in form and substance
reasonably satisfactory to the Lead Arrangers. The Lenders shall be satisfied
with the amount and type of assets and liabilities being acquired and/or assumed
in the Acquisition. The Acquisition, including all of the terms and conditions
thereof, shall have been duly approved by the board of directors and (if
required by applicable Law) the shareholders of the Group Companies party
thereto, and all Acquisition Documents shall have been duly executed and
delivered by the parties thereto and shall be in full force and effect. The
representations and warranties set forth in the Acquisition Documents shall be
true and correct in all material respects as if made on and as of the Closing
Date (except to the extent such representations and warranties expressly refer
to a prior date, in which case such representations and

                                      -110-


warranties shall have been true and consent as of such prior date), and each of
the parties to the Acquisition Documents shall have complied in all material
respects with all covenants set forth in the Acquisition Documents to be
complied with by it on or prior to the Closing Date (without giving effect to
any modification, amendment, supplement or waiver of any of the material terms
thereof unless consented to by the Lead Arrangers, which consent shall not be
unreasonably withheld or delayed). Each of the conditions precedent to the Group
Companies' obligations to consummate the Acquisition as set forth in the
Acquisition Documents shall have been satisfied to the reasonable satisfaction
of the Lead Arrangers or waived with the consent of the Lead Arrangers, and the
Acquisition shall have been consummated for aggregate consideration not in
excess of US$2,375,000,000 (prior to any working capital adjustment and
excluding related transaction fees and expenses not exceeding US$130,000,000) in
accordance with all applicable laws and the Acquisition Documents (without
giving effect to any amendment or modification thereof or waiver with respect
thereto unless consented to by the Lead Arrangers).

          (h) REFINANCING OF CERTAIN EXISTING DEBT; OTHER DEBT. On the Closing
Date, the commitments under all Refinanced Agreements shall have been
terminated, all loans outstanding thereunder shall have been repaid in full
(other than contingent indemnification obligations not yet due and payable),
together with accrued interest thereon (including, without limitation, any
prepayment premium), all letters of credit issued thereunder shall have been
terminated, backstopped through the issuance of Letters of Credit hereunder or
shall have become Letters of Credit hereunder and all other amounts owing
pursuant to each Refinanced Agreement shall have been repaid in full, and the
Lead Arrangers shall have received evidence in form, scope and substance
reasonably satisfactory to it that the matters set forth in this SUBSECTION (h)
have been satisfied at such time. In addition, on the Closing Date, the
creditors under each Refinanced Agreement shall have terminated and released all
applicable Liens on the capital stock of and assets owned by the Parent Borrower
and its Subsidiaries (including, without limitation, the assets acquired in the
Acquisition), and the Lead Arrangers shall have received all such releases as
may have been requested by the Lead Arrangers, which releases shall be in form
and substance reasonably satisfactory to the Lead Arrangers. After the
consummation of the transactions contemplated by the Acquisition Agreement on
the Closing Date, the Group Companies shall have no material liabilities (actual
or contingent) or Preferred Stock, except (i) as disclosed in the most recent
interim balance sheet included in the financial statements delivered pursuant to
SUBSECTION (p) below or in the footnotes thereto, (ii) for accounts payable
incurred in the ordinary course of business consistent with past practice since
the date of the most recent interim balance sheet included in the financial
statements delivered pursuant to SUBSECTION (p) below and not in violation of
the Acquisition Agreement, (iii) Debt under the Finance Documents, the Senior
Notes, the Subordinated Notes and (iv) the Existing Debt.

          (i) PERFECTION OF PERSONAL PROPERTY SECURITY INTERESTS AND PLEDGES;
SEARCH REPORTS. On or prior to the Closing Date, each Collateral Agent shall
have received:

               (i)    a Perfection Certificate from each Credit Party;

               (ii)   appropriate financing statements (Form UCC-1, registration
     notices under the laws of the Province of Quebec, or such other financing
     statements or similar notices as shall be required by local Law)
     authenticated and authorized for filing under the Uniform Commercial Code,
     the Civil Code of Quebec or other applicable local Law of each jurisdiction
     in which the filing of a financing statement or giving of notice may be
     required, or reasonably requested by the relevant Collateral Agent, to
     perfect the security interests intended to be created by the Collateral
     Documents;

               (iii)  copies of reports from CLAS Information Services or
     another independent search service or special local counsel reasonably
     satisfactory to the relevant Collateral Agent listing all effective
     financing statements, notices of tax, PBGC or judgment

                                      -111-


     Liens or similar notices that name the Parent Borrower, any other Credit
     Party (or, in the case of tax, PBGC or judgment Liens, Material Credit
     Party) or the Seller, as such (under its present name and any previous name
     and, if requested by the relevant Collateral Agent, under any trade names),
     as debtor or seller that are filed in the jurisdictions referred to in
     CLAUSE (ii) above or in any other jurisdiction having files which must be
     searched in order to determine fully the existence of security interests,
     notices of the filing of federal tax liens (filed pursuant to Schedule 6323
     of the Code), liens of the PBGC (filed pursuant to Section 4068 of ERISA)
     or judgment liens on the Collateral, together with copies of such financing
     statements, land registry office registrations, notices of tax, PBGC or
     judgment Liens or similar notices (none of which shall cover the Collateral
     except to the extent evidencing Permitted Liens or for which the relevant
     Collateral Agent shall have received termination statements (Form UCC-3 or
     such other termination statements as shall be required by Law)
     authenticated and authorized for filing);

               (iv)   searches of ownership of intellectual property in the
     appropriate governmental offices and such patent, trademark and/or
     copyright filings as may be reasonably requested by the relevant Collateral
     Agent to the extent necessary or reasonably advisable to perfect each
     Collateral Agent's security interest in intellectual property Collateral;

               (v)    all of the Pledged Collateral, which Pledged Collateral
     shall be in suitable form for transfer by delivery, or shall be accompanied
     by duly executed instruments of transfer or assignment in blank, with
     signatures appropriately guaranteed, accompanied in each case by any
     required transfer tax stamps, all in form and substance reasonably
     satisfactory to the U.S. Collateral Agent; and

               (vi)   evidence of the completion of all other filings and
     recordings of or with respect to the Collateral Documents and of all other
     actions as may be necessary or, in the opinion of the Collateral Agents,
     reasonably desirable to perfect the security interests intended to be
     created by the Collateral Documents.

          (i) REAL PROPERTY COLLATERAL. The Collateral Agents shall have
received (in form and substance satisfactory to the Collateral Agents):

               (i)    fully executed and notarized Mortgages encumbering the
interest of the Credit Parties in each real property asset owned by a Credit
Party set forth on (A) SCHEDULE 4.01(j)(i) (each a "CANADIAN OWNED MORTGAGED
PROPERTY" and collectively the "CANADIAN OWNED MORTGAGED PROPERTIES") and (B)
SCHEDULE 4.01(j)(ii) (each a "U.S. OWNED MORTGAGED PROPERTY", collectively the
"U.S. OWNED MORTGAGED PROPERTIES", and together with the Canadian Owned
Mortgaged Property, the "OWNED MORTGAGED PROPERTIES"), and the leasehold
interest of the Credit Parties in each real property asset leased by a Credit
Party set forth on (C) SCHEDULE 4.01(j)(iii) (each a "CANADIAN LEASED MORTGAGED
PROPERTY" and collectively the "CANADIAN LEASED MORTGAGED PROPERTIES") and (D)
SCHEDULE 4.01(j)(iv) (each a "U.S. LEASED MORTGAGED PROPERTY", collectively the
"U.S. LEASED MORTGAGED PROPERTIES" and together with the Canadian Leased
Mortgaged Properties, the "LEASED MORTGAGED PROPERTIES" and, together with the
Owned Mortgaged Properties, each a "MORTGAGED PROPERTY" and collectively, the
"MORTGAGED PROPERTIES"), together with (x) such UCC-1 financing statements or
similar notices as the relevant Collateral Agent shall reasonably deem
appropriate with respect to each such Mortgaged Property and (y) a certification
with respect to Schedule 4.01(j) as to the relevant materiality standards of the
properties listed therein to the reasonable satisfaction of the Lead Arrangers;

                                      -112-


               (ii)   a fully executed Landlord Estoppel and Consent with
     respect to each Leased Mortgaged Property, together with evidence that such
     Leased Mortgaged Property is a Recorded Leasehold Interest;

               (iii)  ALTA or other appropriate form mortgagee title insurance
     policies (the "MORTGAGE POLICIES") issued jointly by Chicago Title
     Insurance Company and Lawyers Title Insurance Company or any other title
     insurance company satisfactory to the relevant Collateral Agent (the "TITLE
     INSURANCE COMPANY"), in an amount satisfactory to the relevant Collateral
     Agent with respect to each Material Mortgaged Property, assuring the
     relevant Collateral Agent that the applicable Mortgages create valid and
     enforceable first priority mortgage liens on the respective Material
     Mortgaged Property, free and clear of all defects and encumbrances except
     Permitted Encumbrances, which Mortgage Policies shall contain such
     endorsements as shall be reasonably satisfactory to the relevant Collateral
     Agent and for any other matters that the relevant Collateral Agent may
     request, and providing affirmative insurance and such reinsurance as the
     relevant Collateral Agent may request, all of the foregoing in form and
     substance reasonably satisfactory to the relevant Collateral Agent;

               (iv)   maps or plats of an as-built survey of the sites of the
     Material Mortgaged Properties situated in the State of Florida (other than
     condominiums) certified to the relevant Collateral Agent and the Title
     Insurance Company in a manner reasonably satisfactory to them, dated a date
     satisfactory to the relevant Collateral Agent and the Title Insurance
     Company by an independent professional licensed land surveyor reasonably
     satisfactory to the relevant Collateral Agent and the Title Insurance
     Company, which maps or plats and the surveys on which they are based shall
     be sufficient to delete any standard printed survey exception contained in
     the applicable Mortgage Policy and be made in accordance with the Minimum
     Standard Detail Requirements for Land Title Surveys jointly established and
     adopted by the American Land Title Association and the American Congress on
     Surveying and Mapping in 1992, and, without limiting the generality of the
     foregoing, there shall be surveyed and shown on such maps, plats or surveys
     the following: (A) the locations on such sites of all the buildings,
     structures and other improvements and the established building setback
     lines; (B) the lines of streets abutting the sites and width thereof; (C)
     all access and other easements appurtenant to the sites necessary to use
     the sites; (D) all roadways, paths, driveways, easements, encroachments and
     overhanging projections and similar encumbrances affecting the site,
     whether recorded, apparent from a physical inspection of the sites or
     otherwise known to the surveyor; (E) any encroachments on any adjoining
     property by the building structures and improvements on the sites; and (F)
     if the site is described as being on a filed map, a legend relating the
     survey to said map;

               (v)    copies of all recorded documents listed as exceptions to
     title or otherwise referred to in the Material Mortgaged Properties;

               (vi)   if requested by the relevant Collateral Agent,
     certification from a registered engineer or land surveyor in a form
     reasonably satisfactory to the relevant Collateral Agent or other evidence
     acceptable to the relevant Collateral Agent that none of the improvements
     on the Material Mortgaged Properties are located within any area designated
     by the Director of the Federal Emergency Management Agency as a "special
     flood hazard" area or if any improvements on the Mortgaged Properties are
     located within a "special flood hazard" area, evidence of a flood insurance
     policy (if such insurance is required by applicable law) from a company and
     in an amount satisfactory to the relevant Collateral Agent for the
     applicable portion of the premises, naming the relevant Collateral Agent,
     for the benefit of the Lenders, as mortgagee; and

                                      -113-


               (vii)  evidence reasonably satisfactory to the Collateral Agents
     that each of the Mortgaged Properties, and the uses of the Mortgaged
     Properties, are in compliance in all material respects with all applicable
     Laws.

          (k) EVIDENCE OF INSURANCE. Receipt by the Collateral Agents of copies
of insurance policies or certificates of insurance of the Credit Parties and
their Subsidiaries evidencing liability and casualty insurance meeting the
requirements set forth in the Finance Documents, including, but not limited to,
naming each of the Collateral Agents as additional insured and loss payee on
behalf of the Lenders.

          (1) CONSENTS AND APPROVALS. On the Closing Date, all necessary
governmental (domestic or foreign), regulatory and third party approvals
(including, without limitation, with respect to real property leases and license
agreements relating to intellectual property) in connection with the
transactions contemplated by the Acquisition Agreement and the other Transaction
Documents and otherwise referred to herein or therein shall have been obtained
and remain in full force and effect, and all applicable waiting and appeal
periods (including any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976) shall have expired, in each case without any
action being taken or threatened by any competent authority which have or could
have a reasonable likelihood of restraining, preventing or imposing materially
burdensome conditions on such transactions or impose, in the reasonable judgment
of the Lead Arrangers, materially burdensome conditions upon the consummation of
such transactions.

          (m) LITIGATION; JUDGMENTS. On the Closing Date, there shall be no
actions, suits, proceedings, counterclaims or investigations pending or, to the
knowledge of the Credit Parties, threatened by or before any court or
governmental, administrative or regulatory agency or authority, domestic or
foreign (i) challenging the consummation of any portion of the Transaction or
which in the reasonable judgment of the Required Lenders or the Lead Arrangers
could restrain, prevent or impose adverse or burdensome conditions on the
Transaction, individually or in the aggregate, or any other transaction
contemplated hereunder, (ii) seeking to prohibit the ownership or operation by
the Parent Borrower, the Target or any of their respective Subsidiaries of all
or any material portion of any of their respective businesses or assets or (iii)
seeking to obtain, or which could result or has resulted in the entry of, any
judgment, order or injunction that (A) would restrain, prohibit or impose
adverse or burdensome conditions on the ability of the Lenders to make the Loans
or accept Bankers' Acceptances, (B) in the reasonable judgment of the Required
Lenders or the Lead Arrangers could reasonably be expected to result in a
Material Adverse Effect with respect to the Target and its Subsidiaries taken as
a whole (after giving effect to the Transaction), (C) could purport to affect
the legality, validity or enforceability of any Senior Finance Document or could
have a material adverse effect on the ability of any Credit Party to fully and
timely perform their payment and security obligations under the Senior Finance
Documents or the rights and remedies of the Lenders or (D) could be materially
adversely inconsistent with the stated assumptions underlying the projections
provided to the Administrative Agents and the Lenders. Additionally, there shall
not exist any judgment, order, injunction or other restraint issued or filed or
a hearing seeking injunctive relief or other restraint pending or notified
prohibiting or imposing materially adverse conditions upon the consummation of
the transactions contemplated by the Transaction Documents and otherwise
referred to herein or therein.

          (n) SOLVENCY CERTIFICATE. On or prior to the Closing Date, the Parent
Borrower shall have delivered or caused to be delivered to the Lead Arrangers
and the Administrative Agents a solvency certificate from the chief financial or
chief accounting officer of the Parent Borrower, substantially in the form of
EXHIBIT K hereto, in form and substance reasonably satisfactory to the Lead
Arrangers, setting forth the conclusions that, after giving effect to the
Acquisition and the consummation of all financings

                                      -114-


contemplated herein, the Parent Borrower and its Subsidiaries (on a consolidated
basis) and the U.S. Borrower and its Subsidiaries (on a consolidated basis) are
Solvent.

          (o) ENVIRONMENTAL REPORTS. On or prior to the Closing Date, the Parent
Borrower shall have delivered or caused to be delivered to the Administrative
Agents the environmental and Hazardous Materials analyses and reports set forth
on SCHEDULE 4.01(o), in scope, form and substance satisfactory to the Required
Lenders, together with a reliance letter with respect thereto.

          (p) FINANCIAL INFORMATION. The Lead Arrangers shall each be reasonably
satisfied that the financial statements referred to in SECTION 5.05 are not
materially inconsistent with the information or projections or the financial
model delivered to the Lead Arrangers prior to the Closing Date. In addition,
(i) the Lead Arrangers and the Administrative Agents shall have received the
most recently available pro-forma consolidated balance sheet of Parent
Borrower, prepared giving effect to the transactions contemplated by the
Transaction Documents as if they had occurred on such date, together with a
certificate of a Responsible Officer of the Parent Borrower to the effect that
such pro-forma balance sheet fairly presents in all material respects the
pro-forma financial position of the Parent Borrower and its Subsidiaries in
accordance with GAAP and (ii) the Lead Arrangers shall be reasonably satisfied
that such pro-forma balance sheet is not materially inconsistent with the
sources and uses of funds, projections and financial model delivered to the Lead
Arrangers and the Administrative Agents prior to the Closing Date.

          (q) MATERIAL ADVERSE EFFECT. Since January 31, 2004, there shall not
have occurred or become known any condition, fact, event or development that has
resulted or could reasonably be expected to result in a Material Adverse Effect.

          (r) MINIMUM EBITDA: MAXIMUM PRO-FORMA LEVERAGE RATIO. The Lead
Arrangers and the Administrative Agents shall have received evidence reasonably
satisfactory to them that (i) the Consolidated EBITDA of the Parent Borrower and
Target and their Consolidated Subsidiaries calculated on a Pro-Forma Basis,
after giving effect to the Transactions for the 52-week period ended on May 1,
2004 for the Target and their Consolidated Subsidiaries and February 29, 2004
for the Parent Borrower and its Consolidated Subsidiaries, in each case adjusted
for those items described on SCHEDULE 4.01(r) was not less than US$525,000,000
in the aggregate and (ii) the ratio (calculated on a Pro-Forma Basis, after
giving effect to the Transactions) of Consolidated Debt as of February 29, 2004
to Consolidated EBITDA calculated as set forth in clause (i) above was not
greater than 5.25:1.00.

          (s) APPOINTMENT OF AGENT FOR SERVICE OF PROCESS. The Administrative
Agents shall have received a letter from CT Corporation, presently located at
111 Eighth Avenue, New York, New York 10011, indicating its consent to its
appointment by each Credit Party as its agent to receive service of process as
specified in SECTION 10.16 hereof.

          (t) PAYMENT OF FEES. All costs, fees and expenses due to the Global
Transaction Coordinator, the Term B Administrative Agent, the Canadian
Administrative Agent, the Collateral Agents, the Lenders and the Lead Arrangers
on or before the Closing Date shall have been paid.

          (u) COUNSEL FEES. The Administrative Agents shall have received full
payment from the Parent Borrower of the fees and expenses of Fried, Frank,
Harris, Shriver & Jacobson LLP and McCarthy Tetrault LLP described in SECTION
10.04 which are billed through the Closing Date.

          (v) REVOLVING AVAILABILITY. After giving effect to all Credit
Extensions occurring on the Closing Date, the Aggregate Revolving Outstandings
(exclusive of any outstanding LC Obligations) shall not exceed US$50,000,000 and
the outstanding LC Obligations shall not exceed US$85,000,000.

                                      -115-


          (w) OFAC/ANTI-TERRORISM COMPLIANCE CERTIFICATE. The Administrative
Agents shall have received a certificate substantially in the form of EXHIBIT J
hereto, dated the Closing Date and signed by a Responsible Officer of the Parent
Borrower, certifying as to the matters set forth in EXHIBIT J.

          All corporate and legal proceedings and instruments and agreements
relating to the transactions contemplated by this Agreement and the other
Transaction Documents or in any other document delivered in connection herewith
or therewith shall be reasonably satisfactory in form and substance to the Lead
Arrangers and their counsel, and the Lead Arrangers and the Administrative
Agents shall have received all information and copies of all documents and
papers, including records of corporate proceedings, governmental approvals, good
standing certificates and bring-down facsimiles, if any, which the Lead
Arrangers reasonably may have requested in connection therewith, such documents
and papers where appropriate to be certified by proper corporate or Governmental
Authorities. The documents referred to in this SECTION 4.01 shall be delivered
to the Lead Arrangers and the Administrative Agents no later than the Closing
Date. The certificates and opinions referred to in this SECTION 4.01 shall be
dated the Closing Date.

          The requirement that any document, agreement, certificate or other
writing be reasonably satisfactory to the Required Lenders shall be deemed to be
satisfied if (i) such document, agreement, certificate or other writing was
delivered to the Lenders not less than two Business Days prior to the Closing
Date, (ii) such document, agreement, certificate or other writing is
satisfactory to the Administrative Agents and (iii) Lenders holding at least 50%
of the Commitments have not objected in writing to such document, agreement,
certificate or other writing to the Lead Arrangers prior to the Closing Date.

          Promptly after the Closing Date occurs, the Administrative Agents
shall notify the Borrowers and the Lenders of the Closing Date, and such notice
shall be conclusive and binding on all parties hereto. If the Closing Date does
not occur before 5:00 P.M. on August 31, 2004 the Commitments shall terminate at
the close of business on such date and all unpaid fees accrued to such date
shall be due and payable on such date. The satisfaction by the Credit Parties of
the conditions to Closing set forth in this SECTION 4.01 is subject to the
escrow arrangements set forth in SECTION 10.24.

          SECTION 4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of
any Lender to make a Loan on the occasion of any Borrowing, the obligation of
any Issuing Lender to issue (or renew or extend the term of) any Letter of
Credit and the obligation of any Canadian Revolving Lender to accept any
Bankers' Acceptance (including any Refunding Bankers' Acceptance) is subject to
the occurrence of the Closing Date and satisfaction of the following conditions:

          (a) NOTICE. The relevant Borrower shall have delivered (i) in the case
of any Revolving Loan, to the Canadian Administrative Agent, an appropriate
Notice of Borrowing, duly executed and completed, by the time specified in, and
otherwise as permitted by, SECTION 2.02, (ii) in the case of any Letter of
Credit, to the appropriate Issuing Lender, an appropriate Letter of Credit
Request duly executed and completed in accordance with the provisions of SECTION
2.05, (iii) in the case of any Swingline Loan, to the appropriate Swingline
Lender, a Swingline Loan Request, as specified in SECTION 2.02, and (iv) in the
case of any Bankers' Acceptance, to the Canadian Administrative Agent, an
appropriate Bankers' Acceptance Request duly executed and completed in
accordance with the provisions of SECTION 2.06.

          (b) REPRESENTATIONS AND WARRANTIES. The representations and warranties
made by the Credit Parties in each Finance Document shall be true and correct in
all material respects (or in all respects in the case of such representations or
warranties containing materiality qualifiers) at and as if made as of such date
except to the extent they expressly relate to an earlier date, in which case
such representations and warranties shall be true and correct as of such earlier
date and except that for purposes

                                      -116-


 of this SECTION 4.02, the references in Article V to Schedules shall be deemed
 to refer to the most updated supplements to the Schedules furnished pursuant to
 SECTION 6.01(c) (or interim supplements deemed furnished pursuant to SECTION
 6.01(h) and (j) hereof); PROVIDED, HOWEVER, that any supplement made to
 SCHEDULE 5.08, 5.10 or 5.11 shall, for purposes of this SECTION 4.02 only, be
 subject to the consent of the Required Lenders.

          (c) NO DEFAULT. No Default or Event of Default shall exist or be
continuing either prior to or after giving effect thereto.

          (d) AVAILABILITY. Immediately after giving effect to the making of a
Loan (and the application of the proceeds thereof) or to the issuance of a
Letter of Credit or acceptance of a Bankers' Acceptance, as the case may be, (i)
the sum of the U.S. Revolving Loans outstanding plus the amount of all U.S. LC
Obligations outstanding plus all U.S. Swingline Loans outstanding shall not
exceed the U.S. Revolving Committed Amount, (ii) (x) the amount of all U.S. LC
Obligations outstanding shall not exceed the U.S. LC Committed Amount and (y)
the U.S. Foreign Currency LC Exposure shall not exceed the U.S. Foreign Currency
LC Committed Amount, (iii) the sum of all U.S. Swingline Loans outstanding shall
not exceed the U.S. Swingline Committed Amount, (iv) the sum of the U.S. Dollar
Amount of all Canadian Revolving Loans outstanding plus the U.S. Dollar Amount
of all Canadian LC Obligations outstanding plus the U.S. Dollar Amount of all
Canadian Swingline Loans outstanding plus the undiscounted U.S. Dollar Amount of
all Bankers' Acceptances outstanding shall not exceed the Canadian Revolving
Committed Amount, (v) (x) the U.S. Dollar Amount of all Canadian LC Obligations
outstanding shall not exceed the Canadian LC Committed Amount and (y) the
Canadian Foreign Currency LC Exposure shall not exceed the Canadian Foreign
Currency LC Committed Amount and (vi) the sum of the U.S. Dollar Amount of all
Canadian Swingline Loans outstanding shall not exceed the Canadian Swingline
Committed Amount.

          (e) TERM BORROWINGS. In the case of the initial Revolving Borrowings,
prior to, or concurrently with, such Revolving Borrowings, the Parent Borrower
has made a Term A Borrowing in the full amount of the Term A Commitments and a
Term B Borrowing in the full amount of the Term B Commitments.

          The delivery of each Notice of Borrowing, Swingline Loan Request,
Bankers' Acceptance Request and each request for a Letter of Credit shall
constitute a representation and warranty by the Credit Parties of the
correctness of the matters specified in SUBSECTIONS (b), (c) and (d) above.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

          Each of the Borrowers, jointly and severally, represents and warrants
that:

          SECTION 5.01 ORGANIZATION AND GOOD STANDING. Each of the Group
Companies (i) is a corporation, partnership or limited liability company duly
organized or formed, validly existing and in good standing under the laws of the
jurisdiction of its formation, (ii) has all corporate, partnership or limited
liability company powers and all material governmental licenses, franchises,
permits, certificates, authorizations, qualifications, accreditations,
ceasements, rights of way and other rights, consents and approvals required to
own its property and carry on its business as now conducted and (iii) is duly
qualified as a foreign corporation, licensed and in good standing in each
jurisdiction where qualification or licensing is required by the nature of its
business or the character and location of its property, business or customers,
except, in the case of clauses (ii) and (iii) to the extent the failure to do
so, individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

                                      -117-


          SECTION 5.02 POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. Each of
the Credit Parties has the corporate, partnership, limited liability company or
other necessary power and authority, and the legal right, to execute, deliver
and perform the Transaction Documents to which it is a party and, in the case of
each Borrower, to obtain extensions of credit hereunder, and has taken all
necessary corporate, partnership or limited liability company action to
authorize the borrowings and other extensions of credit on the terms and
conditions of this Agreement and to authorize the execution, delivery and
performance of the Transaction Documents to which it is a party. No consent or
authorization of, filing with, notice to or other similar act by or in respect
of, any Governmental Authority or any other Person is required to be obtained or
made by or on behalf of any Credit Party in connection with the borrowings or
other extensions of credit hereunder or with the execution, delivery,
performance, validity or enforceability of the Transaction Documents, except for
(i) consents, authorizations, notices and filings disclosed in SCHEDULE 5.02,
all of which have been obtained or made (except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect), and (ii) filings to perfect the Liens created by the
Collateral Documents. This Agreement has been, and each other Transaction
Document to which the Parent Borrower or any of its Subsidiaries is a party will
be, duly executed and delivered on behalf of such Person. This Agreement
constitutes, and each other Transaction Document to which any Credit Party is a
party when executed and delivered will constitute, a legal, valid and binding
obligation of each Credit Party party thereto, enforceable against each such
Credit Party in accordance with its terms, except (i) as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and (ii)
that rights of acceleration and the availability of equitable remedies may be
limited by equitable principles of general applicability (regardless of whether
enforcement is sought by proceedings in equity or at law).

          SECTION 5.03 NO CONFLICTS. Neither the execution and delivery by any
Credit Party of the Transaction Documents to which it is a party, nor the
consummation of the transactions contemplated therein, nor performance of and
compliance with the terms and provisions thereof by such Person, nor the
exercise of remedies by the Agents and the Lenders under the Senior Finance
Documents, will (i) violate or conflict with any provision of the articles or
certificate of incorporation, bylaws, partnership agreement, operating agreement
or other organizational or governing documents of such Person, (ii) violate,
contravene or conflict with any Law applicable to it or its properties, (iii)
violate, contravene or conflict with contractual provisions of, cause an event
of default under, or give rise to material increased, additional, accelerated or
guaranteed, rights of any Person under, (A) any indenture, loan agreement,
mortgage or deed of trust, or (B) other material agreement or instrument to
which it is a party or by which it may be bound or (iv) result in or require the
creation of any Lien (other than the Lien of the Collateral Documents) upon or
with respect to its properties, except in the case of CLAUSE (iii) for such
violations as could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.

          SECTION 5.04 NO DEFAULT. None of the Group Companies is in default in
any respect under (i) any loan agreement, indenture, mortgage, security
agreement or other agreement relating to Debt or any other contract, lease,
agreement or obligation to which it is a party or by which any of its properties
is bound which default, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, (ii) the Senior Note Indenture or
(ii) the Subordinated Note Indenture. No Default or Event of Default has
occurred or exists.

          SECTION 5.05 FINANCIAL CONDITION.

          (a) AUDITED FINANCIAL STATEMENTS. The draft consolidated balance
sheets for three years ended January 31, 2004 of the Target and its Consolidated
Subsidiaries and the related draft consolidated and consolidating statements of
income and cash flows for the fiscal years then ended (and the related
footnotes) to be reported on by KPMG LLP, and the consolidated balance sheets of
the Parent Borrower

                                      -118-


 and its Consolidated Subsidiaries as of three years ended May 31, 2003 and the
 related consolidated and consolidating statements of income and cash flows for
 the fiscal years then ended, reported on by Samson Belair / Deloitte & Touche
 s.e.n.c.r.l., copies of which have been delivered to each of the Lenders,
 fairly present, in all material respects and in conformity with GAAP, the
 consolidated financial position of the Parent Borrower, Target and their
 Consolidated Subsidiaries as of such date and their consolidated results of
 operations and cash flows for such fiscal year.

          (b) INTERIM FINANCIAL STATEMENTS. The unaudited consolidated balance
sheet of the Target and its Consolidated Subsidiaries as of May 1, 2004 and the
related consolidated and consolidating statements of income and cash for the
thirteen weeks then ended and the unaudited consolidated balance sheet of the
Parent Borrower and its Consolidated Subsidiaries as of February 29, 2004 and
the related unaudited consolidated and consolidating statements of income and
cash flows for the nine months then ended, in each case reviewed in accordance
with SAS 100 by KPMG LLP in the case of the Target and Samson BClair / Deloitte
& Touche s.e.n.c.r.l. in the case of the Parent Borrower, copies of which have
been delivered to each of the Lenders, fairly present, in conformity with GAAP
applied on a basis consistent with the financial statements referred to in
SUBSECTION (a) of this SECTION 5.05 (except for the absence of footnotes and
normal year-end audit adjustments), the consolidated financial position of the
Parent Borrower and Target and their respective Consolidated Subsidiaries as of
such date and their consolidated results of operations and cash flows for such
periods (subject to normal year end audit adjustments). During the period from
May 1, 2004 (in the case of the Target and its Consolidated Subsidiaries) or
February 29, 2004 (in the case of the Parent Borrower and its Consolidated
Subsidiaries) to and including the Closing Date, there has been no sale,
transfer or other disposition by the Parent Borrower and Target or any of their
respective Consolidated Subsidiaries of any material part of the business or
property of the Parent Borrower and Target and their respective Consolidated
Subsidiaries, taken as a whole, and no purchase or other acquisition by them of
any business or property (including any Equity Interests of any other Person)
material in relation to the consolidated financial condition of the Parent
Borrower and Target and their respective Consolidated Subsidiaries, taken as a
whole, which is not reflected in the foregoing financial statements or in the
notes thereto. The balance sheets and the notes thereto included in the
financial statements referred to in this SUBSECTION (b) and in SUBSECTION (a)
above disclose all material liabilities, actual or contingent, of the Parent
Borrower, Target and their respective Consolidated Subsidiaries as of the date
thereof.

          (c) PRO-FORMA FINANCIAL STATEMENTS. The consolidated balance sheet of
the Parent Borrower, Target and their respective Consolidated Subsidiaries as of
the end of the most recent fiscal month prior to the Closing Date for which
financial information is available, prepared on a pro-forma basis in accordance
with Regulation S-X giving effect to the consummation of the Transactions, has
heretofore been furnished to each Lender as part of the Pre-Commitment
Information. Such pro-forma balance sheet has been prepared in good faith by the
Parent Borrower, based on the assumptions used to prepare the pro-forma
financial information contained in the Pre-Commitment Information (which
assumptions are believed by the Parent Borrower on the date hereof and on the
Closing Date to be reasonable and fair in light of current conditions and facts
known to the Parent Borrower), is based on the best information available to the
Parent Borrower as of the date of delivery thereof, accurately reflects all
material adjustments required to be made to give effect to the Transactions,
including estimated purchase price accounting adjustments, and presents fairly
on a pro-forma basis the estimated consolidated financial position of the Parent
Borrower and its Consolidated Subsidiaries as of February 29, 2004, assuming
that the Transactions had actually occurred on that date. No Responsible Officer
of the Parent Borrower or any of its Subsidiaries (including Target and its
Subsidiaries) has any reason to believe that such pro-forma balance sheet is
misleading in any material respect in light of the circumstances existing at the
time of the preparation thereof.

                                      -119-


          (d) PROJECTIONS. The projections prepared as part of, and included in,
the Pre-Commitment Information (which include projected balance sheets, income
and cash flow statements on a quarterly basis for the fiscal years ended May
31, 2005 and May 31, 2006 and on an annual basis for each of the following 6
fiscal years) have been prepared on a basis consistent with the financial
statements referred to in SUBSECTION (a) above and are based on good faith
estimates and assumptions made by management of the Parent Borrower. On the
Closing Date, such management believes that such projections are reasonable and
attainable, it being recognized by the Lenders, however, that projections as to
future events are not to be viewed as facts and that actual results during the
period or periods covered by such projections may differ from the projected
results and that such differences may be material. There is no fact known to any
Responsible Officer of the Parent Borrower or any of its Subsidiaries (including
Target and its Subsidiaries) which could reasonably be expected to have a
Material Adverse Effect which has not been disclosed herein or in the
Pre-Commitment Information.

          (e) POST-CLOSING FINANCIAL STATEMENTS. The financial statements

delivered to the Lenders pursuant to SECTION 6.01(a) and (b), if any, (i) have
been prepared in accordance with GAAP (except as may otherwise be permitted
under SECTION 6.01(a) and (b)) and (ii) present fairly (on the basis disclosed
in the footnotes to such financial statements, if any) in all material respects
the consolidated and consolidating financial condition, results of operations
and cash flows of the Parent Borrower, the U.S. Borrower and each of their
respective Consolidated Subsidiaries as of the respective dates thereof and for
the respective periods covered thereby.

          (f) NO UNDISCLOSED LIABILITIES. Except as fully reflected in the
financial statements described in SUBSECTION (a) and (b) above and the Debt
incurred under this Agreement, the Senior Note Indenture and the Subordinated
Note Indenture, (i) there were as of the Closing Date (and after giving effect
to any Loans made and Letters of Credit and Bankers' Acceptances issued on such
date), no liabilities or obligations (excluding current obligations incurred in
the ordinary course of business) with respect to any Group Company of any nature
whatsoever (whether absolute, accrued, contingent or otherwise and whether or
not due and including obligations or liabilities for taxes, long-term leases and
unusual forward or other long-term commitments), and (ii) neither the Parent
Borrower nor the U.S. Borrower knows of any basis for the assertion against any
Group Company of any such liability or obligation which, either individually or
in the aggregate, are or could reasonably be expected to have, a Material
Adverse Effect.

          (g) SARBANES-OXLEY ACT COMPLIANCE. Each required form, report and
document containing financial statements that has been filed with or submitted
to the United States Securities and Exchange Commission since July 31, 2002, was
accompanied by the certifications required to be filed or submitted by the chief
executive officer and chief financial officer of any Group Company pursuant to
the Sarbanes-Oxley Act of 2002 (the "SARBANES-OXLEY ACT"), and at the time of
filing or submission of each such certification, such certification was true and
accurate and complied with the Sarbanes-Oxley Act and the rules and regulations
promulgated thereunder. Since January 31, 2004, no Group Company nor, to the
knowledge of any of the Responsible Officers of any Borrower, any director,
officer, employee, auditor, accountant or representative of any Group Company
has received or otherwise had or obtained knowledge of any complaint,
allegation, assertion or claim, whether written or oral, regarding the
accounting or auditing practices, procedures, methodologies or methods of any
Group Company or their respective internal accounting controls, including any
complaint, allegation, assertion or claim that any Group Company has engaged in
questionable accounting or auditing practices. No attorney representing any
Group Company, whether or not employed by any Group Company, has reported
(pursuant to the Sarbanes-Oxley Act) evidence of a material violation of
securities laws, breach of fiduciary duty or similar violation by any Group
Company or any of its officers, directors, employees or agents to the board of
directors of any Group Company or any committee thereof or to any director or
officer of any Group Company.

                                      -120-


          SECTION 5.06 NO MATERIAL CHANGE. Since January 31, 2004, there has
been no Material Adverse Effect, and no event or development has occurred
which, either individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect.

          SECTION 5.07 TITLE TO PROPERTIES; POSSESSION UNDER LEASES. Each Group
Company has good, insurable and marketable title to, or valid leasehold
interests in, all its material properties and assets, except for minor defects
in title that do not interfere with its ability to conduct its business as
currently conducted. All such material properties and assets are free and clear
of Liens other than Permitted Liens. Each Group Company has complied with all
obligations under all leases to which it is a party, other than leases that,
individually or in the aggregate, are not material to the Group Companies, taken
as a whole, and the violation of which will not result in a Material Adverse
Effect, and all such leases are in full force and effect, other than leases
that, individually or in the aggregate, are not material to the Group Companies,
taken as a whole, and in respect of which the failure to be in full force and
effect will not result in a Material Adverse Effect. Each Group Company enjoys
peaceful and undisturbed possession under all such leases with respect to which
it is the lessee, other than Permitted Encumbrances and leases that,
individually or in the aggregate, are not material to the Group Companies, taken
as a whole, and in respect of which the failure to enjoy peaceful and
undisturbed possession will not result in a Material Adverse Effect.

          SECTION 5.08 LITIGATION. Except as disclosed in SCHEDULE 5.08, there
are no actions, suits, investigations or legal, equitable, arbitration or
administrative proceedings pending or, to the knowledge of any Credit Party,
threatened against or affecting any Group Company in which there is a reasonable
possibility of an adverse decision that (i) involve any Senior Finance Document
or any of the Transactions or (ii) if adversely determined, could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse
Effect.

          SECTION 5.09 TAXES. Each Group Company has filed, or caused to be
filed, all federal tax returns and all material state, provincial, local and
foreign tax returns required to be filed and paid (i) all amounts of taxes shown
thereon to be due (including interest and penalties) and (ii) all other taxes,
fees, assessments and other governmental charges (including mortgage recording
taxes, documentary stamp taxes and intangible taxes) owing by it, except for
such taxes (A) which are not yet delinquent or (B) that are being contested in
good faith and by proper proceedings diligently pursued, and as to which
adequate reserves are being maintained in accordance with GAAP. No Responsible
Officer of a Credit Party knows of any pending investigation of such party by
any taxing authority or proposed tax assessments against any Group Company.

          SECTION 5.10 COMPLIANCE WITH LAW. Each Group Company is in compliance
with all requirements of Law (including Environmental Laws) applicable to it or
to its properties, except for any such failure to comply which, individually or
in the aggregate, could not reasonably be expected to cause a Material Adverse
Effect. To the knowledge of the Credit Parties, none of the Group Companies or
any of their respective material properties or assets is subject to or in
default with respect to any judgment, writ, injunction, decree or order of any
court or other Governmental Authority which, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect. Except as
disclosed in SCHEDULE 5.10, none of the Group Companies has received any written
communication from any Governmental Authority that alleges that any of the Group
Companies is not in compliance in any material respect with any Law, except for
allegations that either (i) have been satisfactorily resolved and are no longer
outstanding or (ii) individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

                                      -121-


          SECTION 5.11 EMPLOYEE BENEFIT ARRANGEMENTS. Except as disclosed in
SCHEDULE 5.11:

          (a) ERISA.

               (i)    There are no Unfunded Liabilities (A) with respect to any
     member of the Group Companies and (B) with respect to any ERISA Affiliate;
     PROVIDED that for purposes of this SECTION 5.11(a)(i)(B) only. Unfunded
     Liabilities shall mean the amount (if any) by which the projected benefit
     obligation materially exceeds the value of the plan's assets as of its last
     valuation date.

               (ii)   Each Plan, other than a Multiemployer Plan, complies in
     all material respects with the applicable requirements of ERISA and the
     Code, and each Group Company complies in all respects with the applicable
     requirements of ERISA and the Code with respect to all Multiemployer Plans
     to which it contributes.

               (iii)  No ERISA Event has occurred or, subject to the passage of
     time, is reasonably expected to occur with respect to any Plan maintained
     by any member of the Group Companies or any ERISA Affiliate which could
     reasonably be expected to result in an aggregate liability of at least
     US$5,000,000.

               (iv)   No Group Company: (A) is or has been within the last six
     years a party to any Multiemployer Plan; or (B) has completely or partially
     withdrawn from any Multiemployer Plan.

               (v)    If any Group Company or any ERISA Affiliate were to incur
     a complete withdrawal (as described in Section 4203 of ERISA) from each
     Multiemployer Plan as of the Closing Date, the aggregate withdrawal
     liability, as determined under Section 4201 of ERISA, with respect to all
     such Multiemployer Plans would not exceed US$5,000,000.

               (vi)   The execution and delivery of this Agreement and the
     consummation of the transactions contemplated hereunder will not involve
     any transaction that is subject to the prohibitions of Section 406 of ERISA
     or in connection with which taxes could be imposed pursuant to Section
     4975(c)(1)(A)-(D) of the Code, for which an exemption under ERISA does not
     apply.

               (vii)  No Group Company has any contingent liability with respect
     to any post-retirement benefit under a Welfare Plan, other than liability
     for continuation coverage described in Part 6 of Title I of ERISA, which is
     not reflected on the consolidated balance sheet.

               (viii) There is no material liability under any Employee Benefit
     Arrangement maintained outside the United States or Canada that is not
     reflected on the consolidated balance sheet.

     (b)  CANADIAN PENSION PLANS. During the twelve-consecutive-month period
prior to the Effective Date and prior to the date of any Credit Extension
hereunder, no steps have been taken to terminate any Canadian Pension Plan, and
no contribution failure has occurred with respect to any Canadian Pension Plan
that could reasonably be expected to have a Material Adverse Effect. No
condition exists or event or transaction has occurred with respect to any
Canadian Pension Plan which might result in the incurrence by the Parent
Borrower or any of its Subsidiaries of any material liability, fine or penalty.
Except as disclosed in SCHEDULE 5.11, neither the Parent Borrower nor any of its

                                      -122-


Subsidiaries has any contingent liability with respect to any benefit under a
Canadian Pension Plan which could reasonably be expected to have a Material
Adverse Effect.

          (c) EMPLOYEE BENEFIT ARRANGEMENTS.

                  (i)    All liabilities under the Employee Benefit Arrangements
     are (A) funded to at least the minimum level required by Law or, if higher,
     to the level required by the terms governing the Employee Benefit
     Arrangements, (B) insured with a reputable insurance company, (C) provided
     for or recognized in the financial statements most recently delivered to
     the Administrative Agents pursuant to SECTION 6.01(b) here of or (D)
     estimated in the formal notes to the financial statements most recently
     delivered to the Administrative Agents pursuant to SECTION 6.01(a) hereof,
     where such failure to fund, insure, provide for, recognize or estimate the
     liabilities arising under such arrangements could reasonably be expected to
     result in a material liability for any Group Company or ERISA Affiliate.

                  (ii)   There are no circumstances which may give rise to a
     liability in relation to the Employee Benefit Arrangements which are not
     funded, insured, provided for, recognized or estimated in the manner
     described in CLAUSE (i) above.

                  (iii)  Each Group Company is in material compliance with all
     applicable Laws, trust documentation and contracts relating to the Employee
     Benefit Arrangements.

          SECTION 5.12 SUBSIDIARIES. SCHEDULE 5.12 sets forth a complete and
accurate list as of the Closing Date of all Subsidiaries of the Parent Borrower.
SCHEDULE 5.12 sets forth as of the Closing Date the jurisdiction of formation of
each such Subsidiary, whether each such Subsidiary is a Subsidiary Guarantor
(and, if less than all the Senior Obligations of the Borrowers are Guaranteed by
such Subsidiary, a description of the Senior Obligations Guaranteed by such
Subsidiary), the number of authorized shares of each class of Equity Interests
of each such Subsidiary, the number of outstanding shares of each class of
Equity Interests, the number and percentage of outstanding shares of each class
of Equity Interests of each such Subsidiary owned (directly or indirectly) by
any Person and the number and effect, if exercised, of all Equity Equivalents
with respect to capital stock of each such Subsidiary. All the outstanding
Equity Interests of each Subsidiary of the Parent Borrower are validly issued,
fully paid and non-assessable and were not issued in violation of the preemptive
rights of any shareholder and, as of the Closing Date, are owned by the Parent
Borrower, directly or indirectly, free and clear of all Liens (other than those
arising under the Collateral Documents, Liens securing the Replacement Revolver
and as set forth on SCHEDULE 7.12). Other than as set forth on SCHEDULE 5.12, as
of the Closing Date, no such Subsidiary has outstanding any Equity Equivalents
nor does any such Person have outstanding any rights to subscribe for or to
purchase or any options for the purchase of, or any agreements providing for the
issuance (contingent or otherwise) of, or any calls, commitments or claims of
any character relating to, its Equity Interests.

          SECTION 5.13 GOVERNMENTAL REGULATIONS, ETC.

          (a) None of the Parent Borrower and its Subsidiaries (including Target
and its Subsidiaries) is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying "margin stock" within the meaning of Regulation U. No part of the
Letters of Credit or proceeds of the Loans or Bankers' Acceptances will be used,
directly or indirectly, for the purpose of purchasing or carrying any "margin
stock" within the meaning of Regulation U. If requested by any Lender or any
Administrative Agent, each Borrower will furnish to such Administrative Agent
and each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in Regulation U. No indebtedness being
reduced or retired out

                                      -123-


of the proceeds of the Loans or Bankers' Acceptances was or will be incurred for
the purpose of purchasing or carrying any margin stock within the meaning of
Regulation U or any "margin security" within the meaning of Regulation T.
"Margin stock" within the meaning of Regulation U does not constitute more than
25% of the value of the consolidated assets of the Parent Borrower and its
Consolidated Subsidiaries. None of the transactions contemplated by this
Agreement (including the direct or indirect use of the proceeds of the Loans or
Bankers' Acceptances) will violate or result in a violation of the Securities
Act, the Exchange Act, or Regulation T, U or X.

          (b) None of the Group Companies is subject to regulation under the
Public Utility Holding Company Act of 1935, the Federal Power Act or the
Investment Company Act of 1940, each as amended. In addition, none of the Group
Companies is (i) an "investment company" registered or required to be registered
under the Investment Company Act of 1940, as amended, (ii) controlled by such a
company, or (iii) a "holding company", a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary" of a
"holding company", within the meaning of the Public Utility Holding Company Act
of 1935, as amended.

          SECTION 5.14 PURPOSE OF LOANS AND LETTERS OF CREDIT. The proceeds of
the Term A Loans, the Term B Loans and any Revolving Loans made on the Closing
Date will be used solely to fund a portion of the consideration paid pursuant to
the Acquisition Agreement, to refinance existing Debt of the Parent Borrower,
the Target and their respective Subsidiaries and to pay fees and expenses
incurred in connection with the transactions contemplated by the Acquisition
Agreement. The proceeds of the Revolving Loans and Swingline Loans made and
Bankers' Acceptances issued after the Closing Date will be used solely to
provide for the working capital requirements of the Parent Borrower, the U.S.
Borrower and their respective Subsidiaries and for the general corporate
purposes of the Parent Borrower, the U.S. Borrower and their respective
Subsidiaries. The Letters of Credit shall be used only for or in connection with
appeal bonds, reimbursement obligations arising in connection with surety and
reclamation bonds, reinsurance, domestic or international trade transactions and
other obligations acceptable to the Administrative Agents relating to
transactions entered into by the Parent Borrower, the U.S. Borrower and their
respective Subsidiaries in the ordinary course of business.

          SECTION 5.15 LABOR MATTERS. There are no strikes against the Parent
Borrower, the U.S. Borrower or any of their respective Subsidiaries, other than
any strikes that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. The consummation of the
Transactions will not give rise to a right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement
to which the Parent Borrower or any of its Subsidiaries is a party or by which
the Parent Borrower or any of its Subsidiaries (or any predecessor) is bound,
other than collective bargaining agreements which, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

          SECTION 5.16 ENVIRONMENTAL MATTERS. No Group Company has failed to
comply with any Environmental Law or to obtain, maintain, or comply with any
permit, license, certificate, authorization or other approval required under any
Environmental Law or is subject to any Environmental Liability or has received
notice of any claim with respect to any Environmental Liability, and no Group
Company knows of any basis for any Environmental Liability against any Group
Company, except to the extent such failure, non-compliance, notification or
liability, which, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

          SECTION 5.17 INTELLECTUAL PROPERTY. (a) The Parent Borrower and its
Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other rights that are reasonably necessary for the operation of their respective
businesses, without conflict with the rights of any other Person and (b) no
slogan or other

                                      -124-


advertising device, product, process, method, substance, part or other material
now employed, or now contemplated to be employed, by the Parent Borrower or any
Subsidiary infringes upon any rights held by any other Person, except to the
extent that the failure of the statements made in clauses (a) or (b) above,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

          SECTION 5.18 SOLVENCY AND SURPLUS. Each Credit Party is and, after
consummation of the Transactions, will be Solvent. The total amount of any
distributions paid by the Parent Borrower in connection with the transactions
contemplated by the Transaction Documents will not exceed the aggregate amount
of funds of the Parent Borrower legally available therefor at the time of
consummation of the Acquisition.

          SECTION 5.19 DISCLOSURE. No information or data (excluding financial
projections, budgets, estimates and general market data) made by any Credit
Party in any Senior Finance Document or furnished in writing to the
Administrative Agents or any Lender by or on behalf of any Credit Party in
connection with any Senior Finance Document, when taken as a whole as of the
date furnished contains any untrue statement of a material fact or omits any
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not materially misleading in light of
the circumstances under which such statements were made; PROVIDED that (i) to
the extent any such statement, information or report therein was based upon or
constitutes a forecast or projection, the Parent Borrower represents only that
it acted in good faith and utilized assumptions believed by it to be reasonable
at the time made (it being understood and agreed that projections as to future
events are not to be viewed as facts or guaranties of future performance, that
actual results during the period or periods covered by such projections may
differ from the projects results and that such differences may be material and
that the Credit Parties make no representation that such representations will in
fact be realized) and (ii) as to statements, information and reports specified
as having been supplied by third parties, other than Affiliates of the Parent
Borrower or any of its Subsidiaries, the Parent Borrower represents only that
none of its Responsible Officers is aware of any material misstatement or
omission therein.

          SECTION 5.20 COLLATERAL DOCUMENTS.

          (a) SECURITY INTERESTS. Each of the Collateral Documents is effective
to create in favor of the applicable Collateral Agent, for the ratable benefit
of the Finance Parties, a legal, valid and enforceable security interest in the
Collateral (other than the Mortgage Properties) described therein and, when
financing or other similar statements in appropriate form are filed in the
offices specified on SCHEDULE 5.20(a) hereto and the Pledged Collateral is
delivered to the relevant Collateral Agent, each of the Collateral Documents
shall constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the grantors thereunder in such of the Collateral in which
a security interest can be perfected under Article 9 of the Uniform Commercial
Code, the Civil Code of Quebec and the Personal Property Security Acts of
New-Brunswick and Ontario in each case prior and superior in right to any other
Person, other than with respect to Permitted Liens.

          (b) INTELLECTUAL PROPERTY. When financing statements in appropriate
form are filed in the offices specified on SCHEDULE 5.20(b) hereto, the
Assignment of Patents and Trademarks, substantially in the form of EXHIBIT A to
the U.S. Security Agreement, is filed in the United States Patent and Trademark
Office, the Assignment of Copyrights, substantially in the form of EXHIBIT B to
the U.S. Security Agreement, is filed in the United States Copyright Office and
a copy of the Quebec Hypothec is filed in the Canadian Intellectual Property
Office, the U.S. Security Agreement and the Quebec Hypothec shall constitute a
fully perfected Lien on, and security interest in, all right, title and interest
of the grantors thereunder in the United States and Canadian trademarks,
copyrights, patents, licenses and other intellectual property rights covered in
such documents, in each case prior and superior in right to any other Person (it
being understood that subsequent recordings in such offices may be necessary to
perfect a

                                      -125-


lien on registered trademarks, trademark applications and copyrights acquired by
the Credit Parties after the Closing Date) other than with respect to Permitted
Liens.

          (c) REAL PROPERTY MORTGAGES. The Mortgages are effective to create in
favor of the Collateral Agents, for the ratable benefit of the Finance Parties,
a legal, valid and enforceable Lien on all of the right, title and interest of
the Credit Parties in and to the Mortgaged Properties thereunder and the
proceeds thereof, and when the Mortgages are filed in the offices specified on
SCHEDULE 5.20(c), the Mortgages shall constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the Credit Parties in
such Mortgaged Properties and the proceeds thereof, in each case prior in right
to any other Person, other than with respect to Permitted Liens.

          (d) STATUS OF LIENS. The Collateral Agents, for the ratable benefit of
the Finance Parties, will at all times have the Liens provided for in the
Collateral Documents and, subject to the filing by the Collateral Agents of
continuation statements to the extent required by the Uniform Commercial Code,
the Civil Code of Quebec or the Personal Property Security Acts, the Collateral
Documents will at all times constitute valid and continuing liens of record and
first priority perfected security interests in all the Collateral referred to
therein, except as priority may be affected by Permitted Liens. As of the
Closing Date, no filings or recordings are required in order to perfect the
security interests created under the Collateral Documents, except for filings or
recordings listed on SCHEDULE 5.20(a) and all such listed filings and recordings
have been made.

          SECTION 5.21 CERTAIN TRANSACTIONS.

          (a) ACQUISITION AGREEMENT. On the Closing Date, (i) the Acquisition
Agreement has not been amended or modified in any material respect, nor has any
material condition thereof been waived by the Parent Borrower, (ii) all
conditions to the obligations of the Parent Borrower to consummate the
transactions contemplated by the Acquisition Agreement have been satisfied or
waived with the consent of the Lead Arrangers, (iii) all funds advanced on the
Closing Date by the Lenders have been used in accordance with SECTION 5.14 and
(iv) the transactions contemplated by the Acquisition Agreement have been
consummated in accordance with the Acquisition Agreement and all applicable
requirements of Law.

          (b) SENIOR NOTES. On the Closing Date, (i) the Senior Note Indenture
has not been amended or modified, nor has any condition thereof been waived by
the Parent Borrower in a manner adverse in any material respect to the rights or
interests of the Lenders and (ii) all funds advanced by the Senior Noteholders
have been used to consummate the transactions contemplated by the Acquisition
Agreement.

          (c) SUBORDINATED NOTES. On the Closing Date, (i) the Subordinated Note
Indenture has not been amended or modified, nor has any condition thereof been
waived by the Parent Borrower in a manner adverse in any material respect to the
rights or interests of the Lenders and (ii) all funds advanced by the
Subordinated Noteholders have been used to consummate the transactions
contemplated by the Acquisition Agreement.

          (d) NO BROKER'S FEES. Except as disclosed on SCHEDULE 5.21, no
broker's or finder's fee or commission will be payable with respect to this
Agreement or any of the transactions contemplated hereby as a result of any
action by or on behalf of the Borrowers or their Affiliates, and each of the
Borrowers hereby indemnifies each Agent and each Lender against, and agrees that
it will hold each Agent and each Lender harmless from, any claim, demand or
liability for any such broker's or finder's fees alleged to have been incurred
in connection herewith or therewith and any expenses (including

                                      -126-


reasonable fees, expenses and disbursements of counsel) arising in connection
with any such claim, demand or liability.

                                   ARTICLE VI
                             AFFIRMATIVE COVENANTS

          Each of the Borrowers, jointly and severally, agrees that so long as
any Lender has any Commitment hereunder, any Senior Obligation or other amount
payable hereunder or under any Note or other Senior Finance Document or any LC
Obligation or BA Reimbursement Obligation (in each case other than contingent
indemnification obligations) remains unpaid or any Letter of Credit or Bankers'
Acceptance remains in effect:

          SECTION 6.01 INFORMATION. The Parent Borrower will furnish, or cause
to be furnished, to the Administrative Agents for delivery to each of the
Lenders (two copies to each Administrative Agent and such number of additional
copies as shall be sufficient for all Lenders):

          (a) ANNUAL FINANCIAL STATEMENTS. As soon as available, and in any
event within 90 days after the end of each fiscal year of the Parent Borrower, a
consolidated balance sheet and income statement of the Parent Borrower and its
Consolidated Subsidiaries, as of the end of such fiscal year, and the related
consolidated statement of operations and retained earnings and consolidated
statement of cash flows for such fiscal year, setting forth in comparative form
consolidated figures for the preceding fiscal year, all such financial
statements to be in reasonable form and detail and audited by independent
certified public accountants of recognized national standing reasonably
acceptable to the Administrative Agents and accompanied by an opinion of such
accountants (which shall not be qualified or limited in any material respect) to
the effect that such consolidated financial statements have been prepared in
accordance with GAAP and present fairly in all material respects the
consolidated financial position and consolidated results of operations and cash
flows of the Parent Borrower and its Consolidated Subsidiaries in accordance
with GAAP consistently applied (except for changes with which such accountants
concur) and accompanied by a written statement by the accountants reporting on
compliance with this Agreement to the effect that in the course of the audit
upon which their opinion on such financial statements was based (but without any
special or additional audit procedures for the purpose), they obtained knowledge
of no condition or event relating to financial matters which constitutes a
Default or an Event of Default or, if such accountants shall have obtained in
the course of such audit knowledge of any such Default or Event of Default,
disclosing in such written statement the nature and period of existence thereof,
it being understood that such accountants shall be under no liability, directly
or indirectly, to the Lenders for failure to obtain knowledge of any such
condition or event.

          (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available, and in any
event within 45 days after the end of each of the first three fiscal quarters in
each fiscal year of the Parent Borrower, a consolidated balance sheet of the
Parent Borrower and its Consolidated Subsidiaries as of the end of such fiscal
quarter, together with related consolidated statement of operations and retained
earnings and consolidated statement of cash flows for such fiscal quarter and
the then elapsed portion of such fiscal year, setting forth in comparative form
consolidated figures for the corresponding periods of the preceding fiscal year,
all such financial statements to be in form and detail and reasonably acceptable
to the Administrative Agents, and accompanied by a certificate of the chief
financial officer of the Parent Borrower to the effect that such quarterly
financial statements have been prepared in accordance with GAAP and present
fairly in all material respects the consolidated financial position and
consolidated results of operations and cash flows of the Parent Borrower and its
Consolidated Subsidiaries in accordance with GAAP consistently applied, subject
to changes resulting from normal year-end audit adjustments and the absence of
footnotes required by GAAP.

                                      -127-


          (c) OFFICER'S CERTIFICATE. At the time of delivery of the financial
statements provided for in SECTIONS 6.01(a) and 6.01(b) above, a certificate of
the chief financial officer of the Parent Borrower (i) demonstrating compliance
with the financial covenants contained in SECTION 7.19 by calculation thereof as
of the end of the fiscal period covered by such financial statements, (ii)
stating that no Default or Event of Default exists, or if any Default or Event
of Default does exist, specifying the nature and extent thereof and what action
the Parent Borrower and the other Credit Parties propose to take with respect
thereto, (iii) stating whether, since the date of the most recent financial
statements delivered hereunder, there has been any material change in the GAAP
applied in the preparation of the financial statements of the Parent Borrower
and its Consolidated Subsidiaries, and, if so, describing such change, (iv)
identifying all Asset Dispositions, Casualties, Condemnations, Debt Issuances
and Equity Issuances that were made since the end of the previous fiscal quarter
and setting forth a reasonably detailed calculation of the Net Cash Proceeds
received from all Asset Dispositions (other than Excluded Asset Dispositions),
Casualties, Condemnations, Debt Issuances (other than Debt Issuances permitted
under SECTIONS 7.01(i) through (xiv) and Equity Issuances (other than Excluded
Equity Issuances) that were made since the end of the previous fiscal quarter
and (v) providing modifications and supplements to SCHEDULES 5.08, 5.10, 5.11,
5.20(a), 5.20(b) or 5.20(c). The certificate that is required to be delivered by
the Parent Borrower shall include a statement indicating any change in the
Leverage Ratio that would change the then existing Applicable Margin.

          (d) ANNUAL BUSINESS PLAN AND BUDGETS. At least 60 days after the end
of each fiscal year of the Parent Borrower, beginning with the fiscal year
ending May 31, 2005, an annual business plan and budget of the Parent Borrower
and its Consolidated Subsidiaries in reasonable detail and containing, among
other things, projected financial statements for the next fiscal year.

          (e) EXCESS CASH FLOW. Within 90 days after the end of each fiscal year
of the Parent Borrower, commencing with the fiscal year ending May 31, 2005, a
certificate of the chief financial officer of the Parent Borrower containing the
calculations in reasonable detail to arrive at Excess Cash Flow for such fiscal
year.

          (f) AUDITOR'S REPORTS. Promptly (and in no event more than three days)
upon receipt thereof, a copy of any other fiscal report or "management letter"
submitted by independent accountants to the Parent Borrower or any of its
Subsidiaries in connection with any annual, interim or special audit of the
books of the Parent Borrower or any of its Subsidiaries.

          (g) REPORTS. Promptly (and in no event more than three days) upon
transmission or receipt thereof, copies of all filings and registrations with,
and reports to or from, the Securities and Exchange Commission, or any successor
agency, the Autorite des Marches Financiers, the Ontario Securities Commission
or the Toronto Stock Exchange (or any successor entity of any of the foregoing)
and copies of all financial statements, proxy statements, notices and reports
any Group Company shall send to its shareholders or to a holder of any Debt owed
by any Group Company in its capacity as such a holder.

          (h) NOTICES. Prompt (and in no event more than three days after any
Responsible Officer of any Borrower becomes aware of the same) notice of: (i)
the occurrence of any Default or Event of Default; (ii) any matter that has
resulted or may result in a Material Adverse Effect, including (but not limited
to) (A) breach or non-performance of, or any default under, any material
agreement of the Parent Borrower or any Material Credit Parties; (B) any
dispute, litigation, investigation, proceeding or suspension between the Parent
Borrower or any of its Subsidiaries and any Governmental Authority; (C) the
commencement of, or any material adverse development in, any material litigation
or proceeding affecting the Parent Borrower or any of its Subsidiaries,
including pursuant to any applicable Environmental Law; (D) any litigation,
investigation or proceeding affecting any Credit Party in which

                                      -128-


the amount involved exceeds US$1,000,000, or in which injunctive relief or
similar relief is sought, which relief, if granted, could be reasonably expected
to have a Material Adverse Effect; and (E) any change in accounting policies or
financial reporting practice by the Parent Borrower and its Subsidiaries that is
material to the Parent Borrower and its Subsidiaries, taken as a whole. Each
notice pursuant to this SECTION 6.01(h) shall (i) be accompanied by a statement
of a Responsible Officer of the Parent Borrower setting forth details of the
occurrence referred to therein and stating what action the Parent Borrower or
one or more other Credit Parties has taken and proposes to take with respect
thereto and (ii) describe with particularity any and all provisions of this
Agreement or the other Senior Finance Documents that have been breached. Notices
delivered pursuant to this clause (h) shall be deemed to modify any applicable
Schedules under ARTICLE V until such time as the officer's certificate pursuant
to SECTION 6.01(c) has been delivered (except with respect to SECTION 4.02).

          (i) EMPLOYEE BENEFITS ARRANGEMENTS.

               (i)    The Parent Borrower will give written notice to the
     Administrative Agents promptly (and in any event within five Business Days
     after any officer of any Group Company obtains knowledge thereof) of: (A)
     any event or condition that constitutes, or is reasonably likely to lead
     to, an ERISA Event; or (B) any change in the funding status of any Plan or
     Canadian Pension Plan that could have a Material Adverse Effect, together
     with a description of any such event or condition or a copy of any such
     notice and a statement by the chief financial officer of the Parent
     Borrower briefly setting forth the details regarding such event, condition
     or notice and the action, if any, which has been or is being taken or is
     proposed to be taken by the Parent Borrower and the other Credit Parties
     with respect thereto; or (C) any event or condition that constitutes, or is
     reasonably likely to lead to, an event described in SECTION
     8.01(h)(iii)-(viii). Promptly upon request, the Parent Borrower shall
     furnish the Administrative Agents and the Lenders with such additional
     information concerning any Plan, Canadian Pension Plan or Employee Benefit
     Arrangement as may be reasonably requested, including, but not limited to,
     with respect to any Plans, copies of each annual report/return (Form 5500
     series), as well as all schedules and attachments thereto required to be
     filed with the Department of Labor and/or the Internal Revenue Service
     pursuant to ERISA and the Code, respectively, for each "plan year" (within
     the meaning of Section 3(39) of ERISA) of each Plan; and

               (ii)   The Parent Borrower will (A) promptly deliver to the
     Administrative Agents the most recently prepared actuarial reports in
     relation to all Plans, Canadian Pension Plans and Employee Benefit
     Arrangements for the time being operated by Group Companies which are
     prepared in order to comply with the then current statutory or auditing
     requirements within the relevant jurisdiction; and (B) if requested by any
     Administrative Agent, promptly instruct an actuary to prepare such
     actuarial reports and deliver those to the relevant Administrative Agent,
     if any Administrative Agent has reasonable grounds for believing that any
     relevant statutory or auditing requirement within the relevant jurisdiction
     is not being complied with.

          (j) ENVIRONMENTAL.

               (i)    If either Administrative Agent has reasonable grounds for
     believing that a Group Company could reasonably be expected to incur any
     Environmental Liability, upon its written request, the Parent Borrower will
     furnish or cause to be furnished to the Administrative Agents, at the
     expense of the Parent Borrower, a report of an environmental assessment of
     reasonable scope, form and depth (including, where appropriate, invasive
     soil or groundwater sampling) by a consultant acceptable to the requesting
     Administrative Agent as to the nature and extent of the presence of any
     Hazardous Substances on any properties of any Group Company

                                      -129-


     and as to the compliance by any Group Company with Environmental Laws
     at such properties. If any Group Company fails to deliver such an
     environmental report within 60 days after receipt of such written request,
     then the requesting Administrative Agent may arrange for the same, the
     Parent Borrower hereby grant, and agrees to cause the other Group Companies
     to grant, to the Administrative Agents and their representatives access to
     such properties to reasonably undertake such an assessment (including,
     where appropriate, invasive soil or groundwater sampling). The reasonable
     cost of any assessment arranged by the Administrative Agents pursuant to
     this provision shall be payable by the Parent Borrower on demand and shall
     be added to the obligations secured by the Collateral Documents.

               (ii)   The Parent Borrower will, or will cause each Group Company
     to, conduct and complete all investigations, studies, sampling and testing
     and all remedial, removal and other actions necessary to address all
     Hazardous Substances on, from or affecting any properties of any Group
     Company to the extent necessary to be in compliance with all Environmental
     Laws and with the orders and directives of all Governmental Authorities
     with jurisdiction over such properties to the extent any failure to take
     the foregoing actions could reasonably be expected to have a Material
     Adverse Effect. The Parent Borrower acknowledges and agrees that if any of
     it or any other Group Company fails to perform any of the actions required
     under this SECTION 6.01(j)(ii), the Administrative Agents shall have the
     right (but not the obligation) to do so for such Person consistent with
     SECTION 6.09 hereof. The Parent Borrower further acknowledges and agrees
     that if any Group Company fails to cooperate (e.g., by allowing access to
     any premises or permitting the drilling of core samples, etc.) the
     Administrative Agents and the Lenders will not have an adequate remedy at
     Law.

          (k) ADDITIONAL PATENTS, TRADEMARKS AND COPYRIGHTS. At the time of
delivery of the financial statements and reports provided for in SECTION 6.01(a)
or (b), a report signed by the chief financial officer of the Parent Borrower
setting forth (i) a list of registration numbers for all patents, trademarks,
service marks, tradenames and copyrights awarded to any Group Company since the
last day of the immediately preceding fiscal year or quarter of the Parent
Borrower and (ii) a list of all patent applications, trademark applications,
service mark applications, trade name applications and copyright applications
submitted by any Group Company since the last day of the immediately preceding
fiscal year or quarter and the status of each such application, all in such form
as shall be reasonably satisfactory to the Administrative Agents.

          (l) DOMESTICATION IN OTHER JURISDICTION. Not less than 30 days prior
to any change in the jurisdiction of organization of any Credit Party, a copy of
all documents and certificates intended to be filed or otherwise executed to
effect such change.

          (m) OTHER INFORMATION. With reasonable promptness upon request
therefor, such other information regarding the business, properties or financial
condition of any Group Company as either of the Administrative Agents or any
other Finance Party (through the Administrative Agents) may reasonably request,
which may include such information as any Finance Party may reasonably determine
is necessary or advisable to enable it either (i) to comply with the policies
and procedures adopted by it and its Affiliates to comply with the Bank Secrecy
Act, the U.S. Patriot Act and all applicable regulations thereunder or (ii) to
respond to requests for information concerning the Parent Borrower and its
Subsidiaries from any governmental, self-regulatory organization or financial
institution in connection with its anti-money laundering and anti-terrorism
regulatory requirements or its compliance procedures under the U.S. Patriot Act,
including in each case information concerning the Parent Borrower's direct and
indirect shareholders and its use of the proceeds of the Credit Extensions
hereunder.

                                      -130-


          SECTION 6.02 PRESERVATION OF EXISTENCE AND FRANCHISES. Except as a
result of or in connection with a dissolution, merger or disposition of a
Subsidiary of the Parent Borrower permitted under SECTION 7.04 or SECTION 7.05,
each Group Company will do all things necessary to preserve and keep in full
force and effect its legal existence and do or cause to be done all things
necessary to obtain, preserve, renew, extend and keep in full force and effect
the rights, licenses, permits, franchises, authorizations, patents, copyrights,
trademarks and trade names material to the conduct of its business and to
maintain and operate such business in substantially the manner in which it is
presently conducted (after taking into account the consummation of the
Acquisition); PROVIDED, HOWEVER, that neither the Parent Borrower nor any of its
Subsidiaries shall be required to preserve any such rights, licenses, permits,
franchises, authorizations or intellectual property if the preservation thereof
is no longer desirable in the conduct of the business of the Parent Borrower and
its Subsidiaries or the loss thereof, either individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 6.03 BOOKS AND RECORDS; LENDER MEETING. Each of the Group
Companies will keep complete and accurate books and records of its transactions
in accordance with good accounting practices on the basis of GAAP (including the
establishment and maintenance of appropriate reserves). Unless the
Administrative Agents shall notify the Parent Borrower that no meeting is
required, within 120 days after the end of each fiscal year of the Parent
Borrower, the Parent Borrower will conduct a meeting of the Lenders to discuss
such fiscal year's results and the financial condition of the Parent Borrower
and its Consolidated Subsidiaries. The chief executive officer and the chief
financial officer of each of the Borrowers and such other officers of the
Borrowers as the Parent Borrower's chief executive officers shall designate
shall be present at each such meeting. Such meetings shall be held at times and
places convenient to the Lenders and to the Parent Borrower.

          SECTION 6.04 COMPLIANCE WITH LAW. Each of the Group Companies will
comply with all requirements of Law applicable to it and its properties to the
extent that noncompliance with any such requirement of Law, either individually
or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.

          SECTION 6.05 PAYMENT OF TAXES AND OTHER DEBT. Each of the Group
Companies will pay and discharge (i) all taxes, assessments and other
governmental charges or levies imposed upon it, or upon its income or profits,
or upon any of its properties, before they shall become delinquent, (ii) all
lawful claims (including claims for labor, materials and supplies) which, if
unpaid, might give rise to a Lien (other than a Permitted Lien) upon any of its
properties, and (iii) except as prohibited hereunder or under the terms of the
Senior Notes or the Subordinated Notes, all of its other Debt as it shall become
due; PROVIDED, HOWEVER, that no Group Company shall be required to pay any such
tax, assessment, charge, levy, claim or Debt which is being contested in good
faith by appropriate proceedings diligently pursued and as to which adequate
reserves have been established in accordance with GAAP, unless the failure to
make any such payment, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

          SECTION 6.06 INSURANCE: CERTAIN PROCEEDS.

          (a) INSURANCE POLICIES. Each of the Group Companies will at all times
maintain in full force and effect insurance (including worker's compensation
insurance, liability insurance, casualty insurance and business interruption
insurance) in such amounts, covering such risk and liabilities and with such
deductibles or self-insurance retentions as are in accordance with normal
industry practice (or as are otherwise required by the Collateral Documents).
Each of the Collateral Agents shall be named as loss payee or mortgagee, as
their respective interests may appear, with respect to all such property and
casualty policies and additional insured with respect to all such other policies
(other than workers' compensation and employee health and directors' and
officers' policies), and each provider of any such


                                      -131-


insurance shall agree, by endorsement upon the policy or policies issued by it
or by independent instruments furnished to the Collateral Agents, that if the
insurance carrier shall have received written notice from either of the
Collateral Agents of the occurrence and continuance of an Event of Default, the
insurance carrier shall pay all proceeds otherwise payable to the Parent
Borrower or one or more of its Subsidiaries under such policies directly to the
Collateral Agents (which agreement shall be evidenced by a "standard" or "New
York" lender's loss payable endorsement in the names of the Collateral Agents on
Accord Form 27 or comparative Canadian form) and that it will give the
Collateral Agents 30 days' prior written notice before any such policy or
policies shall be altered or canceled, and that no act or default of any Group
Company or any other Person shall affect the rights of the Collateral Agents or
the Lenders under such policy or policies.

          (b) LOSS EVENTS. In case of any Casualty or Condemnation with respect
to any property of any Group Company or any part thereof, the Parent Borrower
shall promptly give written notice thereof to the Administrative Agents
generally describing the nature and extent of such damage, destruction or
taking. In such case, the Parent Borrower shall, or shall cause such Group
Company to, promptly repair, restore or replace the property of such Person (or
part thereof) which was subject to such Casualty or Condemnation, at such
Person's cost and expense, whether or not the Insurance Proceeds or Condemnation
Award, if any, received on account of such event shall be sufficient for that
purpose; PROVIDED, HOWEVER, that such property need not be repaired, restored or
replaced to the extent the failure to make such repair, restoration or
replacement (i)(A) is desirable to the proper conduct of the business of such
Person in the ordinary course and otherwise in the best interest of such Person
and (B) would not materially impair the rights and benefits of the Collateral
Agents or the Finance Parties under the Collateral Documents or any other Senior
Finance Document or (ii) the failure to repair, restore or replace the property
is attributable to the application of the Insurance Proceeds from such Casualty
or the Condemnation Award from such Condemnation to payment of the Senior
Obligations in accordance with the following provisions of this SECTION 6.06(b).
If the Parent Borrower or any of its Subsidiaries shall receive any Insurance
Proceeds from a Casualty or Condemnation Award from a Condemnation, such Person
will immediately pay over or make an offer to pay over, as the case may be, such
proceeds to the relevant Administrative Agent, for payment of the Senior
Obligations in accordance with SECTIONS 2.10(b) and (c) or, if such funds
constitute Reinvestment Funds, to be held by the relevant Collateral Agent in
the Reinvestment Funds Account established under the U.S. Security Agreement or
the PPSA Security Agreement (as applicable). The relevant Administrative Agent
agrees to cause the relevant Collateral Agent to release such Insurance Proceeds
or Condemnation Awards held by such Collateral Agent to the Parent Borrower upon
its request and as needed from time to time to pay for the repair, restoration
or replacement of the portion of the property subject to such Casualty or
Condemnation if, but only if, the conditions set forth in the definition of
"Reinvestment Funds" are satisfied at the time of such request.

          (c) CERTAIN RIGHTS OF THE LENDERS. IN connection with the covenants
set forth in this SECTION 6.06, it is understood and agreed that:

               (i)    none of the Agents, the Lenders or their respective
     agents or employees shall be liable for any loss or damage insured by the
     insurance policies required to be maintained under this SECTION 6.06, it
     being understood that (A) the Group Companies shall look solely to their
     insurance companies or any other parties other than the aforesaid parties
     for the recovery of such loss or damage and (B) such insurance companies
     shall have no rights of subrogation against the Agents, the Lenders or
     their agents or employees; PROVIDED, HOWEVER, that if the insurance
     policies do not provide waiver of subrogation rights against such parties,
     as required above, then each of the Credit Parties hereby agrees to, and to
     cause each of the Group Companies to, waive its right of recovery, if any,
     against the Agents, the Lenders and their agents and employees, to the
     extent permitted by Law;

                                      -132-


               (ii)    the Group Companies will permit an insurance consultant
     retained by the Administrative Agents, at the expense of the Parent
     Borrower, to review from time to time the insurance policies maintained by
     the Group Companies annually or upon the occurrence of an Event of Default;
     and

               (iii)   the Required Lenders shall have the right from time to
     time to require the Group Companies to keep other insurance in such form
     and amount as the Administrative Agents or the Required Lenders may
     reasonably request; PROVIDED that such insurance shall be obtainable on
     commercially reasonable terms; and PROVIDED, FURTHER, that the designation
     of any form, type or amount of insurance coverage by the Administrative
     Agents or the Required Lenders under this SECTION 6.06 shall in no event be
     deemed a representation, warranty or advice by any Agent or the Lenders
     that such insurance is adequate for the purposes of the business of the
     Group Companies or the protection of their respective properties.

          SECTION 6.07 MAINTENANCE OF PROPERTY. Each of the Group Companies will
maintain and preserve its properties and equipment material to the conduct of
its business in good repair, working order and condition in all material
respects, normal wear and tear and Casualty and Condemnation excepted, and will
make, or cause to be made, as to such properties and equipment from time to time
all repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto as may be needed or proper, to the extent and in the manner
customary for companies in similar businesses.

          SECTION 6.08 USE OF PROCEEDS. The Borrowers will use the proceeds of
the Loans and Bankers' Acceptances and will use the Letters of Credit solely for
the purposes set forth in SECTION 5.14.

          SECTION 6.09 AUDITS/INSPECTIONS. Upon reasonable notice and during
normal business hours, each of the Group Companies will permit representatives
appointed by the Agents or the Required Lenders, including independent
accountants, agents, employees, attorneys and appraisers, to visit and inspect
its property, including its books and records, its accounts receivable and
inventory, its facilities and its other business assets, and to make photocopies
or photographs thereof and to write down and record any information such
representatives obtain and shall permit the Agents or such representatives to
investigate and verify the accuracy of information provided to the Lenders and
to discuss all such matters with the officers, employees, independent
accountants, attorneys and representatives of the Group Companies; PROVIDED,
HOWEVER, that (i) nothing herein shall obligate any Group Company to provide any
document or take any other action that would constitute a violation of
applicable laws regarding confidentiality of patient health information and
other confidentiality restrictions of Governmental Authorities by which any
Credit Party is bound, and (ii) such visits or inspections shall not occur more
than once in any period of 12 consecutive months, unless a Default or Event of
Default has occurred and is continuing. Each Credit Party will, from time to
time upon the reasonable request of either Collateral Agent, permit such
Collateral Agent or professionals (including investment bankers, consultants,
accountants, lawyers and appraisers) retained by such Collateral Agent to
conduct evaluations and appraisals of the assets included in the Collateral, and
the Parent Borrower will pay the reasonable fees and expenses of such
professionals in accordance with SECTION 10.04; PROVIDED, HOWEVER, that (i)
nothing herein shall obligate any Credit Party to provide any document or take
any other action that would constitute a violation of applicable laws regarding
confidentiality of patient health information and other confidentiality
restrictions of Governmental Authorities by which any Credit Party is bound, and
(ii) such evaluations or appraisals shall not occur more than once in any period
of 12 consecutive months, unless a Default or Event of Default has occurred and
is continuing. The Parent Borrower hereby irrevocably authorizes and directs all
accountants and auditors employed by it or any other Borrower at any time during
the term of this Agreement to exhibit and deliver to the Administrative Agents
and the Lenders copies of any of the financial statements, trial balances or
other accounting records of any sort of any Group Company in the accountant's or
auditor's possession, and to disclose to the Administrative Agents

                                      -133-


and the Lenders any information they may have concerning the financial status
and business operations of any Group Company. Each of the Parent Borrower and
each other Borrower hereby irrevocably authorizes all federal, state and
municipal authorities to furnish to the Lenders copies of reports or
examinations relating to any Group Company, whether made by the Group Companies
or otherwise.

          SECTION 6.10 ADDITIONAL CREDIT PARTIES: ADDITIONAL SECURITY.

          (a) ADDITIONAL SUBSIDIARY GUARANTORS. The Parent Borrower wiIl take,
and will cause each of its Subsidiaries (other than Foreign Subsidiaries, except
to the extent provided in SUBSECTION (d) below) to take, such actions from time
to time as shall be necessary to ensure that all Subsidiaries of the Parent
Borrower (other than Foreign Subsidiaries, except to the extent provided in
SUBSECTION (d) below) are Subsidiary Guarantors. Without limiting the generality
of the foregoing, if any Group Company shall form or acquire any new Subsidiary,
the Parent Borrower, as soon as practicable and in any event within 10 days
after such formation or acquisition, will provide the Collateral Agents with
notice of such formation or acquisition setting forth in reasonable detail a
description of all of the assets of such new Subsidiary and will cause such new
Subsidiary (other than a Foreign Subsidiary, except to the extent provided in
SUBSECTION (d) below) to:

               (i)    within 10 days after such formation or acquisition,
     execute an Accession Agreement or any other document or instrument pursuant
     to which such new Subsidiary shall agree to become a "Guarantor" under the
     Guaranty delivered by the Subsidiary Guarantors, a "Credit Party" under the
     U.S. Security Agreement, the PPSA Security Agreement, the Quebec Hypothec,
     the Pledge Agreement, and/or an obligor under such other Collateral
     Documents as may be applicable to such new Subsidiary; and

               (ii)   deliver such proof of organizational authority, incumbency
     of officers, opinions of counsel and other documents as is consistent with
     those delivered by each Credit Party pursuant to SECTION 4.01 on the
     Closing Date or as the Administrative Agents, the Collateral Agents or the
     Required Lenders shall have requested.

          (b) ADDITIONAL SECURITY. In the case of any property acquired after
the Closing Date, the Parent Borrower will cause, and will cause each of its
Subsidiaries (other than a Foreign Subsidiary, except to the extent provided in
SUBSECTION (d) below) to cause, (i) all of its owned personal property, (ii) all
of its owned Real Properties, (iii) all of its leased Material Real Properties
and (iv) all other assets and properties of the Parent Borrower and its
Subsidiaries as are not covered by the original Collateral Documents and as may
be requested by either Collateral Agent, the Global Transaction Coordinator or
the Required Lenders in each of their sole reasonable discretion to be subject
at all times to first priority (subject only to Permitted Liens), perfected and,
in the case of Material Real Property (whether leased or owned), title insured
Liens in favor of the relevant Collateral Agent pursuant to the Collateral
Documents or such other security agreements, pledge agreements, mortgages or
similar collateral documents as the relevant Collateral Agent or the Global
Transaction Coordinator shall request in each of their sole and reasonable
discretion (collectively, the "ADDITIONAL COLLATERAL DOCUMENTS"). With respect
to any owned Real Property or any leased Material Real Property acquired or
leased by any Credit Party subsequent to the Closing Date, such Person will
cause to be delivered to the relevant Collateral Agent with respect to such Real
Property fully executed and notarized Mortgages encumbering the interest of such
Person in such Real Property (except for leased properties with respect to which
landlord consent for such Mortgage cannot be obtained after commercially
reasonable efforts by the Parent Borrower to do so or as are otherwise approved
by the Administrative Agents) and, in the case of any Material Real Property,
such other documents, instruments and other items of the types required to be
delivered pursuant to SECTION 4.01(i), all in form, content and scope reasonably
satisfactory to such Collateral Agent. In furtherance of the foregoing terms of
this SECTION 6.10, the Parent Borrower agrees to promptly provide

                                      -134-


the Administrative Agents with written notice of the acquisition by it or any of
its Subsidiaries of any Material Real Property or the entering into a lease by
the Parent Borrower or any of its Subsidiaries of any Material Real Property,
setting forth in each case in reasonable detail the location and a description
of the asset(s) so acquired or leased. Without limiting the generality of the
foregoing, the Parent Borrower will cause, and will cause each of its
Subsidiaries to cause, 100% of the Equity Interests of each of its direct and
indirect Subsidiaries (or 65% of such Equity Interests, if such Subsidiary is a
direct Foreign Subsidiary, except as provided in SUBSECTION (d) below) to be
subject at all times to a first priority, perfected Lien in favor of the
relevant Collateral Agent pursuant to the terms and conditions of the Collateral
Documents, subject only to Permitted Liens described in SECTION 7.02(iii) or
(iv) and Liens securing the Replacement Revolver.

          If, subsequent to the Closing Date, a Credit Party shall acquire any
intellectual property, securities, instruments, chattel paper or other personal
property required to be delivered to the relevant Collateral Agent as Collateral
hereunder or under any of the Collateral Documents, the Parent Borrower shall
promptly (and in any event within five Business Days after any Responsible
Officer of any Credit Party acquires knowledge of the same) notify such
Collateral Agent of the same; PROVIDED that no such notice shall be required
with respect to personal property the security interest in which has been
perfected by filing as of the Closing Date of the financing statements or other
registration notices referred to in SECTION 4.01(i)(ii). Each of the Credit
Parties shall adhere to the covenants regarding the location of personal
property as set forth in the Collateral Documents.

          All such security interests and mortgages shall be granted pursuant to
documentation consistent with the Collateral Documents executed at the Closing
and otherwise reasonably satisfactory in form and substance to the relevant
Collateral Agent and shall constitute valid and enforceable perfected security
interests and mortgages superior to and prior to the rights of all third Persons
and subject to no other Liens except for Permitted Liens. The Additional
Collateral Documents or instruments related thereto shall have been duly
recorded or filed in such manner and in such places as are required by Law to
establish, perfect, preserve and protect the Liens in favor of the Collateral
Agents required to be granted pursuant to the Additional Collateral Documents,
and all taxes, fees and other charges payable in connection therewith shall have
been paid in full. The Parent Borrower shall cause to be delivered to the
relevant Collateral Agent such opinions of counsel, title insurance and other
related documents as may be reasonably requested by such Collateral Agent to
assure itself that this SECTION 6.10(b) has been complied with; PROVIDED that
the Borrowers shall not be required to provide opinions or title insurance with
respect to Real Property that is not a Material Real Property.

          (c) REAL PROPERTY APPRAISALS. If either Collateral Agent or the
Required Lenders determine that they are required by Law or regulation to have
appraisals prepared in respect of the Real Property of any Group Company
constituting Collateral, the Parent Borrower shall (at the expense of the Parent
Borrower) provide to the Collateral Agents appraisals which satisfy the
applicable requirements set forth in 12 C.F.R., Part 34 - Subpart C or any
successor or similar statute, rule, regulation, guideline or order, and which
shall be in scope, form and substance, and from appraisers, reasonably
satisfactory to the Administrative Agents and shall be accompanied by a
certification of the appraisal firm providing such appraisals that the
appraisals comply with such requirements.

          (d) FOREIGN SUBSIDIARIES SECURITY. If, following a change that is
reasonably determined to be relevant by the Administrative Agents in the
relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for the
U.S. Borrower reasonably acceptable to the U.S. Collateral Agent and the
Required Lenders does not within 30 days after a request from the U.S.
Collateral Agent or the Required Lenders deliver evidence, in form and substance
mutually satisfactory to the U.S. Collateral Agent and the U.S. Borrower, with
respect to any Foreign Subsidiary of the U.S. Borrower which has not already had
all of the Equity Interests issued by it

                                      -135-


pledged pursuant to the Pledge Agreement that (i) a pledge of 65.0% or more of
the total combined voting power of all classes of capital stock of such Foreign
Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary
of a guaranty in form and substance substantially identical to the Guaranty
delivered by the U.S. Subsidiary Guarantors, (iii) the entering into by such
Foreign Subsidiary of a security agreement in form and substance substantially
identical to the U.S. Security Agreement, and (iv) the entering into by such
Foreign Subsidiary of a pledge agreement substantially identical to the Pledge
Agreement, in any such case would cause the undistributed earnings of such
Foreign Subsidiary as determined for United States federal income tax purposes
to be treated as a deemed dividend to such Foreign Subsidiary's United States
parent or other domestic Affiliate for United States federal income tax
purposes, then, (A) in the case of a failure to deliver the evidence described
in CLAUSE (i) above, that portion of such Foreign Subsidiary's outstanding
capital stock so issued by such Foreign Subsidiary, in each case not theretofore
pledged pursuant to the Pledge Agreement, shall be pledged to the U.S.
Collateral Agent for the benefit of the Finance Parties pursuant to the Pledge
Agreement (or another pledge agreement in substantially identical form, if
needed); (B) in the case of a failure to deliver the evidence described in
CLAUSE (ii) above, such Foreign Subsidiary shall execute and deliver the
Guaranty delivered by the U.S. Subsidiary Guarantors (or another guaranty in
substantially identical form, if needed), guaranteeing the Finance Obligations
of the U.S. Borrower and each of its Subsidiaries; (C) in the case of a failure
to deliver the evidence described in CLAUSE (iii) above, such Foreign Subsidiary
shall execute and deliver the U.S. Security Agreement (or another security
agreement in substantially identical form, if needed), granting to the U.S.
Collateral Agent, for the benefit of the Finance Parties, a security interest in
all of such Foreign Subsidiary's assets and securing the Finance Obligations of
the Parent Borrower and each of its Subsidiaries; and (D) in the case of a
failure to deliver the evidence described in CLAUSE (iv) above, such Foreign
Subsidiary shall execute and deliver the Pledge Agreement (or another pledge
agreement in substantially identical form, if needed), pledging to the U.S.
Collateral Agent, for the benefit of the Finance Parties, all of the capital
stock owned by such Foreign Subsidiary, in each case to the extent that entering
into the Guaranty, U.S. Security Agreement or Pledge Agreement is permitted by
the Laws of the respective foreign jurisdiction and with all documents delivered
pursuant to this SECTION 6.10(d) to be in form, scope and substance reasonably
satisfactory to the U.S. Collateral Agent and the Required Lenders. In addition
to the foregoing, unless counsel for the U.S. Borrower acceptable to the U.S.
Collateral Agent and the Required Lenders delivers evidence within 30 days after
a request from the U.S. Collateral Agent or the Required Lenders, in form and
substance mutually satisfactory to the U.S. Collateral Agent and the U.S.
Borrower, with respect to any Foreign Subsidiary of the Parent Borrower that (i)
a pledge of all or any portion of the total combined voting power of all classes
of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering
into by such Foreign Subsidiary of a Guaranty in form and substance satisfactory
to the Administrative Agents and the Required Lenders guaranteeing all or any
portion of the Finance Obligations of any Borrower or other Credit Party or
identifiable subset thereof, (iii) the entering into by such Foreign Subsidiary
of a security agreement in form and substance, and covering such property and
assets of such Foreign Subsidiary as is, satisfactory to the U.S. Collateral
Agent and the Required Lenders securing all or any portion of the Finance
Obligations of any Borrower or other Credit Party or identifiable subset
thereof, and (iv) the entering into by such Foreign Subsidiary of a pledge
agreement in form and substance, and covering such property and assets of such
Foreign Subsidiary as is, satisfactory to the U.S. Collateral Agent and the
Required Lenders securing all or any portion of the Finance Obligations of any
Borrower or other Credit Party or identifiable subset thereof, in any such case
would result in materially adverse tax consequences to the U.S. Borrower and its
Consolidated Subsidiaries, taken as a whole, or would be prohibited by the local
Laws of any jurisdiction applicable to such Foreign Subsidiary or its properties
and assets, then, (A) in the case of a failure to deliver the evidence described
in CLAUSE (i) above, that portion of such Foreign Subsidiary's outstanding
capital stock so issued by such Foreign Subsidiary shall be pledged to the U.S.
Collateral Agent for the benefit of the Finance Parties to the maximum extent
possible as security for the Finance Obligations; (B) in the case of a failure
to deliver the evidence described in CLAUSE (ii) above, such Foreign Subsidiary
shall execute and deliver a Guaranty guaranteeing the Finance Obligations to the
maximum extent possible; (C)

                                      -136-


in the case of a failure to deliver the evidence described in CLAUSES (iii) and
(iv) above, such Foreign Subsidiary shall execute and deliver such security
agreements, pledge agreements, mortgages, assignments and other Additional
Collateral Documents as may be necessary or desirable to grant to the U.S.
Collateral Agent, for the benefit of the Finance Parties, a security interest in
such Foreign Subsidiary's assets to the maximum extent possible as security for
the Finance Obligations, in each case pursuant to documentation in form, scope
and substance reasonably satisfactory to the U.S. Collateral Agent and the
Required Lenders.

          (e) LANDLORD CONSENTS; LEASEHOLD MORTGAGES. To the extent not
delivered on the Closing Date and except as otherwise reasonably agreed by the
relevant Collateral Agent, the Parent Borrower will use commercially reasonable
efforts for a period of 90 days after the Closing Date to obtain a fully
executed Landlord Estoppel and Consent with respect to each Leased Mortgaged
Property, together with evidence that such Leased Mortgaged Property is a
Recorded Leasehold Interest, it being agreed that the relevant Collateral Agent
shall promptly thereafter return to the Parent Borrower the Mortgage with
respect to any Leased Real Property with respect to which the Parent Borrower
has failed to receive a Landlord Estoppel and Consent as contemplated by this
SECTION 6.10(e). The Parent Borrower hereby irrevocably authorizes each
Collateral Agent, upon receipt of each Leasehold Consent and Estoppel referred
to in this SECTION 6.10(e), to cause the Mortgage with respect to the relevant
Leased Mortgage Property to be recorded in all applicable filing offices.
Concurrently with such recordation, the Parent Borrower shall deliver or cause
to be delivered to the relevant Collateral Agent a Mortgage Policy with respect
to each such Leased Mortgage Property comparable to those delivered on the
Closing Date pursuant to SECTION 4.01(j)(iii) and otherwise in form, substance
and amount reasonably satisfactory to such Collateral Agent.

          (f) The Parent Borrower agrees to complete each action set forth on
SCHEDULE 6.10 within the time periods indicated next to such action on such
Schedule.

          (g) The Parent Borrower agrees that, except as otherwise provided in
this SECTION 6.10, each action required by this SECTION 6.10 shall be completed
as soon as possible, but in no event later than 60 days after such action is
either requested to be taken by either Collateral Agent or the Required Lenders
or required to be taken by the Parent Borrower or any of its Subsidiaries
pursuant to the terms of this SECTION 6.10.

          (h) At any time or from time to time upon the request of either
Administrative Agent, each Credit Party will, at its expense, promptly execute,
acknowledge and deliver such further documents and do such other acts and things
as such Administrative Agent or either Collateral Agent may reasonably request
in order to effect fully the purposes of the Senior Finance Documents.

          SECTION 6.11 INTEREST RATE PROTECTION AGREEMENTS. Within 60 days after
the Closing Date, the Parent Borrower will enter into and thereafter maintain in
full force and effect interest rate swaps, rate caps, collars or other similar
agreements or arrangements designed to hedge the position of the Borrowers with
respect to interest rates at rates and on terms reasonably satisfactory to the
Lead Arrangers, taking into account current market conditions, the effect of
which shall be to fix or limit the interest that would be payable in connection
with Loans (whether or not such Loans are then outstanding) and after giving
effect to such agreements or arrangements, the Loans bearing a floating rate of
interest shall not constitute more than 50% of the Consolidated Debt of the
Parent Borrower for a period expiring no earlier than 3 years after the Closing
Date. The Parent Borrower will promptly deliver evidence of the execution and
delivery of such agreements to the Administrative Agents.

                                      -137-


                                   ARTICLE VII
                               NEGATIVE COVENANTS

          Each of the Borrowers, jointly and severally, covenants and agrees
that so long as any Lender has any Commitment hereunder, any Senior Obligations
or other amount payable hereunder or under any Note or other Senior Finance
Document or any LC Obligation or BA Reimbursement Obligation (in each case other
than contingent indemnification obligations) remains unpaid or any Letter of
Credit or Bankers' Acceptance remains unexpired:

          SECTION 7.01 LIMITATION ON DEBT. None of the Group Companies will
incur, create, assume or permit to exist any Debt except:

               (i)    Debt of the Parent Borrower and its Subsidiaries
     outstanding on the Closing Date and disclosed on SCHEDULE 7.01 not in
     excess of US$10,000,000 in aggregate principal amount, without giving
     effect to any subsequent extension, renewal or refinancing thereof
     (collectively, the "EXISTING DEBT");

               (ii)   Debt of the Credit Parties under this Agreement and the
     other Senior Finance Documents;

               (iii)  Debt of the Parent Borrower arising under (A) the Senior
     Indenture and the Senior Notes issued on the Closing Date (but not
     including any renewal, refinancing or extension thereof) and (B) the
     Subordinated Indenture and the Subordinated Notes issued on the Closing
     Date (but not including any renewal, refinancing or extension thereof);

               (iv)   Capital Lease Obligations and Purchase Money Debt of the
     Parent Borrower and its Subsidiaries outstanding on the Closing Date or
     incurred after the Closing Date to finance Capital Expenditures permitted
     by SECTION 7.14; PROVIDED that (A) the aggregate amount of all such Debt
     (together with refinancings thereof permitted by CLAUSE (vi) below) does
     not exceed 3.0% of Consolidated Net Tangible Assets at any time
     outstanding, (B) the Debt when incurred shall not be less than 90% or more
     than 100% of the lesser of the cost or fair market value as of the time of
     acquisition of the asset financed, (C) such Debt is issued and any Liens
     securing such Debt are created concurrently with, or within 60 days after,
     the acquisition of the asset financed and (D) no Lien securing such Debt
     shall extend to or cover any property or asset of any Group Company other
     than the asset so financed;

               (v)    Debt of the Parent Borrower or its Subsidiaries secured by
     Liens permitted by CLAUSES (xii), (xiii) and (xlv) of SECTION 7.02 in an
     aggregate outstanding principal amount (together with refinancings thereof
     permitted by CLAUSE (vi) below) not exceeding US$50,000,000; PROVIDED that
     (A) such Debt was not incurred in connection with, or in anticipation of,
     the events described in such clauses or the relevant Permitted Business
     Acquisition, (B) such Debt does not constitute debt for borrowed money (it
     being understood that Capital Lease Obligations and Purchase Money Debt
     shall not constitute debt for borrowed money solely for purposes of this
     CLAUSE (v)) and (C) at the time of the events described in such Sections,
     such Debt does not exceed 25% of the total value of the assets of the
     Subsidiary so acquired, or of the assets so acquired, as the case may be;

               (vi)   (A) Debt of the Parent Borrower or its Subsidiaries
     representing any refinancing, replacement or refunding of Debt permitted by
     CLAUSES (i), (iv) or (v) above; PROVIDED that (1) such Debt (the
     "REFINANCING DEBT") has an original aggregate principal amount not greater
     than the aggregate principal amount of, and unpaid interest on, the Debt
     being refinanced,

                                      -138-


     replaced or refunded plus the amount of any premiums required to be paid
     thereon and fees and expense associated therewith, (2) such Refinancing
     Debt has a later or equal final maturity and a larger or equal weighted
     average life than the Debt being refinanced, replaced or refunded, (3) if
     the Debt being refinanced, replaced or refunded is subordinated to the
     Senior Obligations, such Refinancing Debt is subordinated to the Senior
     Obligations on terms no less favorable to the Lenders than the terms of the
     Debt being refinanced, replaced or refunded, (4) the covenants, events of
     default and any Guaranty Obligations in respect thereof shall, on the
     whole, be no less favorable to the Lenders than those contained in the Debt
     being refinanced, replaced or refunded, (5) such Refinancing Debt is
     incurred by the Group Company which is the obligor on the Debt being
     refinanced, replaced or refunded, and (6) at the time of, and after giving
     effect to, such refinancing, replacement or refunding, no Default or Event
     of Default shall have occurred and be continuing, and (B) Debt incurred by
     the Borrowers under the Replacement Revolver;

               (vii)  Derivatives Obligations of the Parent Borrower or any
     Subsidiary under Derivatives Agreements to the extent entered into after
     the Closing Date in compliance with SECTION 6.11 or to manage interest rate
     or foreign currency exchange rate risks and not for speculative purposes;

               (viii) Debt owed to any Person providing property, casualty or
     liability insurance to the Parent Borrower or any Subsidiary of the Parent
     Borrower (including any State insurance guarantee funds relating to any
     such insurance policy), so long as such Debt shall not be in excess of the
     amount of the unpaid cost of, and shall be incurred only to defer the cost
     of, such insurance for the year in which such Debt is incurred and such
     Debt shall be outstanding only during such year;

               (ix)   Debt arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument drawn against
     insufficient funds in the ordinary course of business; PROVIDED that (A)
     such Debt (other than credit or purchase cards) is extinguished within
     three Business Days of its incurrence and (B) such Debt in respect of
     credit or purchase cards in extinguished within 60 days from its
     incurrence;

               (x)    Debt consisting of Guaranty Obligations (A) by the Parent
     Borrower in respect of Debt and leases permitted to be incurred under
     CLAUSES (i) through (ix) above by Wholly-Owned U.S. Subsidiaries and
     Wholly-Owned Canadian Subsidiaries of the Parent Borrower, (B) by the
     Parent Borrower in respect of Franchisee Buy-Back Arrangements in the
     aggregate amount not exceeding the applicable Franchisee Buy-Back Limit,
     (C) by the Parent Borrower in respect of Franchisee Guaranty Obligations in
     the aggregate amount not exceeding the applicable Franchisee Guaranty
     Limit, (D) by U.S. Subsidiary Guarantors of Debt and leases permitted to be
     incurred under CLAUSES (i) through (ix) above by the Parent Borrower or
     Wholly-Owned U.S. Subsidiaries or Wholly-Owned Canadian Subsidiaries of
     the Parent Borrower, and (E) by Subsidiary Guarantors (other than the U.S.
     Subsidiary Guarantors) of Debt and leases permitted to be incurred under
     CLAUSES (i) through (ix) above by Wholly-Owned U.S. Subsidiaries or
     Wholly-Owned Canadian Subsidiaries of the Parent Borrower or the Parent
     Borrower; PROVIDED that the Guaranty Obligations of any Subordinated Debt
     shall be subordinated to the Guaranty and other Senior Obligations on terms
     that on the whole are no less favorable to the Lenders than the terms on
     which such Subordinated Debt is subordinated to the Senior Obligations;

               (xi)   Debt owing to the Parent Borrower or a Subsidiary of the
     Parent Borrower to the extent permitted by SECTION 7.06(a)(x) or (xi);

                                      -139-


               (xii)  Debt of the Parent Borrower representing the obligation of
     the Parent Borrower to make payments with respect to the cancellation or
     repurchase of certain Equity Interests of officers, employees or directors
     (or their estates) of the Parent Borrower and its Subsidiaries, to the
     extent permitted by SECTION 7.07(iii);

               (xiii) contingent liabilities in respect of any indemnification,
     adjustment of purchase price, earn-out, non-compete, consulting, deferred
     compensation and similar obligations of the Parent Borrower and its
     Subsidiaries incurred in connection with the Acquisition and Permitted
     Business Acquisitions;

               (xiv)  Subordinated Debt of the Parent Borrower to fund Permitted
     Business Acquisitions in transactions permitted by this Agreement;

               (xv)   Permitted Securitization Transactions permitted by SECTION
     7.05(xiii)

               (xvi)  unsecured Debt of the Parent Borrower not otherwise
     permitted by this SECTION 7.01 incurred after the Closing Date in an
     aggregate principal amount not to exceed US$125,000,000 at any time
     outstanding; PROVIDED that (A) the credit documentation with respect to
     such Debt shall not contain covenants or default provisions relating to the
     Parent Borrower or any Subsidiary of the Parent Borrower that are more
     restrictive than the covenants and default provisions contained in the
     Senior Finance Documents, (B) no Default or Event of Default shall have
     occurred and be continuing immediately before and immediately after giving
     effect to such incurrence and (C) the Parent Borrower shall have delivered
     to the Administrative Agents a certificate demonstrating that, upon giving
     effect on a Pro-Forma Basis to the incurrence of such Debt and to the
     concurrent retirement of any other Debt of any Group Company, the Credit
     Parties shall be in compliance with the financial covenants set forth in
     SECTION 7.19; and

               (xvii) Subordinated Debt of the Parent Borrower not otherwise
     permitted by this SECTION 7.01 incurred after the Closing Date in an
     aggregate principal amount not to exceed US$250,000,000 at any time
     outstanding; PROVIDED that (A) no Default or Event of Default shall have
     occurred and be continuing immediately before and immediately after giving
     effect to such incurrence, (B) the Parent Borrower shall have delivered to
     the Administrative Agents a certificate demonstrating that, upon giving
     effect on a Pro-Forma Basis to the incurrence of such Debt and to the
     concurrent retirement of any other Debt of any Group Company, the Credit
     Parties shall be in compliance with the financial covenants set forth in
     SECTION 7.19 and (C) the proceeds of such Subordinated Debt are applied as
     required by SECTION 2.10(b)(vi).

          SECTION 7.02 RESTRICTION ON LIENS. None of the Group Companies will
create, incur, assume or permit to exist any Lien on any property or assets
(including Equity Interests or other securities of any Person, including any
Subsidiary of the Parent Borrower) now owned or hereafter acquired by it or on
any income or rights in respect of any thereof, except Liens described in any of
the following clauses (collectively, "PERMITTED LIENS"):

               (i)    Liens existing on the Closing Date and listed on SCHEDULE
     7.02 hereto, PROVIDED that such Liens shall secure only those obligations,
     which they secure on the date hereof (and permitted extensions, renewals
     and refinancings of such obligations), and shall not subsequently apply to
     any other property or assets of the Parent Borrower and its Subsidiaries
     (other than accessions to and the proceeds of the property or assets
     subject to such Liens to the extent provided by the terms thereof on the
     date hereof);

               (ii)   Liens created by the Collateral Documents;

                                      -140-


               (iii)  Liens (other than any Liens imposed by ERISA or pursuant
     to any Environmental Law) for taxes, assessments or governmental charges or
     levies not yet due or being contested in good faith and by appropriate
     proceedings diligently pursued for which adequate reserves (in the good
     faith judgment of the management of the Parent Borrower) have been
     established in accordance with GAAP (and as to which the property or assets
     subject to any such Lien is not yet subject to foreclosure, sale or loss on
     account thereof);

               (iv)   Liens imposed by Law securing the charges, claims, demands
     or levies of landlords, carriers, warehousemen, mechanics, carriers and
     other like persons which were incurred in the ordinary course of business
     and which (A) do not, individually or in the aggregate, materially detract
     from the value of the property or assets, which are the subject of such
     Lien or materially impair the use thereof in the operation of the business
     of the Parent Borrower or any of its Subsidiaries, or (B) which are being
     contested in good faith by appropriate proceedings diligently pursued,
     which proceedings have the effect of preventing the forfeiture or sale of
     the property or assets subject to such Lien;

               (v)    Liens arising from judgments, decrees or attachments (or
     securing of appeal bonds with respect thereto) in circumstances not
     constituting an Event of Default under SECTION 8.01; PROVIDED that no cash
     or other property (other than proceeds of insurance payable by reason of
     such judgments, decrees or attachments) the fair value of which exceeds
     US$5,000,000 is deposited or delivered to secure any such judgment, decree
     or award, or any appeal bond in respect thereof;

               (vi)   Liens (other than any Liens imposed by ERISA or pursuant
     to any Environmental Law) not securing Debt or Derivatives Obligations
     incurred or deposits made in the ordinary course of business in connection
     with workers' compensation, unemployment insurance and other types of
     social security and other similar obligations incurred in the ordinary
     course of business;

               (vii)  Liens securing obligations in respect of surety bonds
     (other than appeal bonds), bids, leases, government contracts, performance
     and return-of-money bonds and other similar obligations incurred in the
     ordinary course of business; PROVIDED that in the case of Liens on cash and
     Cash Equivalents, the U.S. Dollar Amount of all cash and Cash Equivalents
     subject to such Liens may at no time exceed US$1,000,000 in the aggregate;

               (viii) pledges or deposits of cash and Cash Equivalents securing
     deductibles, self-insurance, co-payment, co-insurance, retentions and
     similar obligations to providers of insurance in the ordinary course of
     business;

               (ix)   zoning restrictions, building codes, easements, rights of
     way, licenses, reservations, covenants, conditions, waivers, restrictions
     on the use of property or other minor encumbrances or irregularities of
     title not securing Debt or Derivatives Obligations which do not,
     individually or in the aggregate, materially impair the use of any property
     in the operation or business of the Parent Borrower or any of its
     Subsidiaries or the value of such property for the purpose of such
     business;

               (x)    Permitted Encumbrances;

               (xi)   Liens securing Capital Lease Obligations and Purchase
     Money Debt permitted to be incurred under SECTION 7.01(iv);

                                      -141-


               (xii)   any Lien existing on any asset of any Person at the time
     such Person becomes a Subsidiary of the Parent Borrower and not created in
     contemplation of such event;

               (xiii)  any Lien on any asset of any Person existing at the time
     such Person is merged or consolidated with or into the Parent Borrower or a
     Subsidiary of the Parent Borrower and not created in contemplation of such
     event;

               (xiv)   any Lien existing on any asset prior to the acquisition
     thereof by the Parent Borrower or a Subsidiary of the Parent Borrower and
     not created in contemplation of such acquisition;

               (xv)    any Lien securing Refinancing Debt in respect of any Debt
     of the Parent Borrower or any Subsidiary of the Parent Borrower secured by
     any Lien permitted by CLAUSES (i), (xi), (xii), (xiii) or (xiv) of this
     SECTION 7.02; PROVIDED that such Debt is not secured by any additional
     assets;

               (xvi)   Liens arising solely by virtue of any statutory or common
     or civil Law provision relating to banker's liens, rights of set-off or
     similar rights, in each case incurred in the ordinary course of business;

               (xvii)  licenses, leases or subleases granted to third Persons in
     the ordinary course of business not interfering in any material respect
     with the business of any Group Company other than a PropCo;

               (xviii) Liens on (A) incurred premiums, dividends and rebates
     which may become payable under insurance policies and loss payments which
     reduce the incurred premiums on such insurance policies and (B) rights
     which may arise under State insurance guarantee funds relating to any such
     insurance policy, in each case securing Debt permitted to be incurred
     pursuant to SECTION 7.01(viii);

               (xix)   Liens solely on any cash earnest money deposits made by
     the Parent Borrower or any of its Subsidiaries in connection with any
     letter of intent or purchase agreement with respect to a Permitted Business
     Acquisition;

               (xx)    Liens upon specific items or inventory or other goods and
     proceeds of the Parent Borrower or any of its Subsidiaries securing such
     Person's obligations in respect of bankers' acceptances or documentary
     letters of credit issued or created for the account of such Person to
     facilitate the shipment or storage of such inventory or other goods;

               (xxi)   Undetermined or inchoate Liens (including priority
     claims) which have not at such time been filed or registered in accordance
     with applicable Law;

               (xxii)  Liens resulting from the right reserved to or vested in
     any Governmental Authority by any statutory provision, or by the terms of
     any lease, license, franchise, grant or permit of any Group Company, to
     terminate any such lease, license, franchise, grant or permit, or to
     require annual or other payments as a condition to the continuance thereof;

               (xxiii) Liens securing the Replacement Revolver; and

                                      -142-


               (xxiv) Liens on assets transferred to a Securitization Entity or
     an asset of a Securitization Entity, in either case, incurred as part of a
     Permitted Securitization Transaction permitted by SECTION 7.05(xiii).

          SECTION 7.03 NATURE OF BUSINESS. None of the Group Companies will
materially alter the character or conduct of the business conducted by such
Person as of the Closing Date and activities incidental thereto and similar or
related businesses.

          SECTION 7.04 CONSOLIDATION, MERGER AND DISSOLUTION. Except in
connection with an Asset Disposition permitted by the terms of SECTION 7.05,
none of the Group Companies will enter into any transaction of merger or
consolidation or liquidate, wind up or dissolve itself or its affairs (or suffer
any liquidations or dissolutions); PROVIDED that:

               (i)    the Acquisition shall be permitted to be consummated as
     provided in SECTION 4.01(g);

               (ii)   any (x) U.S. Subsidiary (other than the U.S. Borrower) or
     Canadian Subsidiary of the Parent Borrower may merge with and into, or be
     voluntarily dissolved or liquidated into, the Parent Borrower, and (y) any
     U.S. Subsidiary of the U.S. Borrower may merge with and into or be
     voluntarily dissolved or liquidated into the U.S. Borrower, so long as (A)
     the Parent Borrower in the case of (x) above or the U.S. Borrower in the
     case of (y) above, is the surviving corporation of such merger, dissolution
     or liquidation, (B) the security interests granted to the relevant
     Collateral Agent for the benefit of the Finance Parties pursuant to the
     Collateral Documents in the assets of the Parent Borrower or the U.S.
     Borrower and such U.S. Subsidiary or Canadian Subsidiary so merged,
     dissolved or liquidated shall remain in full force and effect and perfected
     (to at least the same extent as in effect immediately prior to such merger,
     dissolution or liquidation), (C) no Default or Event of Default shall have
     occurred and be continuing immediately before or immediately after giving
     effect to such transaction and (D) no Person other than the Parent
     Borrower, the U.S. Borrower or a Subsidiary Guarantor receives any
     consideration in respect or as a result of such transaction;

               (iii)  any Wholly-Owned U.S. Subsidiary (other than the U.S.
     Borrower) of the Parent Borrower may merge with and into, or be voluntarily
     dissolved or liquidated into, any other Wholly-Owned U.S. Subsidiary of the
     Parent Borrower and any Wholly-Owned Canadian Subsidiary of the Parent
     Borrower may merge with and into, or be voluntarily dissolved or liquidated
     into, any Wholly-Owned U.S. Subsidiary or any other Wholly-Owned Canadian
     Subsidiary of the Parent Borrower, so long as (A) in the case of any such
     merger, dissolution or liquidation involving one or more Subsidiary
     Guarantors, (x) a Subsidiary Guarantor (or if any such merger, dissolution
     or liquidation involves the U.S. Borrower, the U.S. Borrower) is the
     surviving corporation of such merger, dissolution or liquidation, (y) no
     Person other than the Parent Borrower or a Subsidiary Guarantor receives
     any consideration in respect of or as a result of such transaction, (B) the
     security interests granted to the relevant Collateral Agent for the benefit
     of the Finance Parties pursuant to the Collateral Documents in the assets
     of U.S. Subsidiary so merged, dissolved or liquidated and in the Equity
     Interests of the surviving entity of such merger, dissolution or
     liquidation shall remain in full force and effect and perfected (to at
     least the same extent as in effect immediately prior to such merger,
     dissolution or liquidation) and (C) no Default or Event of Default shall
     have occurred and be continuing immediately before or immediately after
     giving effect to such transaction;

               (iv)   any Foreign Subsidiary of the U.S. Borrower may be merged
     with and into, or be voluntarily dissolved or liquidated into, the Parent
     Borrower or any Wholly-Owned

                                      -143-


     Subsidiary of the Parent Borrower, so long as (A) in the case of any such
     merger, dissolution or liquidation involving the Parent Borrower or one or
     more Subsidiary Guarantors, (x) the Parent Borrower or such Subsidiary
     Guarantor, as the case may be, is the surviving corporation of any such
     merger, dissolution or liquidation and (y) no Person other than the Parent
     Borrower or the U.S. Borrower or a Subsidiary Guarantor receives any
     consideration in respect of or as a result of such transaction, (B) the
     security interests granted to the relevant Collateral Agent for the benefit
     of the Finance Parties pursuant to the Collateral Documents in the assets
     of such Foreign Subsidiary, if any, and the Parent Borrower or such other
     Wholly-Owned Subsidiary, as the case may be, shall remain in full force and
     effect and perfected (to at least the same extent as in effect immediately
     prior to such merger, dissolution or liquidation) and (C) no Default or
     Event of Default shall have occurred and be continuing immediately before
     or immediately after giving effect to such transaction; and

               (v)    the Parent Borrower or any Subsidiary of the Parent
     Borrower may merge with any Person in connection with a Permitted Business
     Acquisition if (A) in the case of any such merger involving the Parent
     Borrower or the U.S. Borrower, the Parent Borrower or the U.S. Borrower, as
     the case may be, shall be the continuing or surviving corporation in such
     merger, (B) in the case of any such merger involving a Subsidiary
     Guarantor, such Subsidiary Guarantor shall be the continuing or surviving
     corporation in such merger or the continuing or surviving corporation in
     such merger shall, simultaneously with the consummation of such merger,
     become a Subsidiary Guarantor having all the responsibilities and
     obligations of the Subsidiary Guarantor so merged, (C) the Credit Parties
     shall cause to be executed and delivered such documents, instruments and
     certificates as the Administrative Agents may reasonably request so as to
     cause the Credit Parties to be in compliance with the terms of SECTION 6.10
     after giving effect to such transactions, (D) no Default or Event of
     Default shall have occurred and be continuing immediately before or
     immediately after giving effect to such transaction and (E) the Parent
     Borrower shall have delivered to the Administrative Agents a Pro-Forma
     Compliance Certificate demonstrating that, upon giving effect on a
     Pro-Forma Basis to such transaction, the Credit Parties will be in
     compliance with all of the financial covenants set forth in SECTION 7.19 as
     of the last day of the most recent period of four consecutive fiscal
     quarters of the Parent Borrower which precedes or ends on the date of such
     transaction and with respect to which the Administrative Agents have
     received the consolidated financial information required under SECTION
     6.01(a) or (b) and the officer's certificate required by SECTION 6.01 (c).

In the case of any merger or consolidation permitted by this SECTION 7.04 of any
Subsidiary of the Parent Borrower which is not a Credit Party into a Credit
Party, the Credit Parties shall cause to be executed and delivered such
documents, instruments and certificates as the Administrative Agents may
reasonably request so as to cause the Credit Parties to be in compliance with
the terms of SECTION 6.10 after giving effect to such transaction.
Notwithstanding anything to the contrary contained above in this SECTION 7.04,
no action shall be permitted which results in a Change of Control.

          SECTION 7.05 ASSET DISPOSITIONS. None of the Group Companies will make
any Asset Disposition; PROVIDED that:

               (i)    any Group Company may sell inventory in the ordinary
     course of business for fair value and on an arm's-length basis;

               (ii)   the Parent Borrower may make any Asset Disposition to any
     of the Subsidiary Guarantors if (A) the Credit Parties shall cause to be
     executed and delivered such documents, instruments and certificates as
     either of the Administrative Agents or the Collateral Agents may reasonably
     request so as to cause the Credit Parties to be in compliance with the

                                      -144-


     terms of SECTION 6.10 after giving effect to such Asset Disposition and (B)
     after giving effect to such Asset Disposition, no Default or Event of
     Default exists;

               (iii)  the Parent Borrower and its Subsidiaries may liquidate or
     sell Cash Equivalents in the ordinary course of business;

               (iv)   the Parent Borrower or any of its Subsidiaries may sell,
     lease, transfer, assign or otherwise dispose of assets (other than in
     connection with any Casualty or Condemnation) to any other Person; PROVIDED
     that the aggregate fair market value of all property disposed of pursuant
     to this CLAUSE (iv) does not exceed (x) US$15,000,000 in the aggregate in
     any fiscal year of the Parent Borrower plus the unused amounts under this
     CLAUSE (iv) from the prior fiscal years or (y) US$75,000,000 in the
     aggregate from and after the Closing Date;

               (v)    the Parent Borrower or any of its Subsidiaries may dispose
     of machinery or equipment which will be replaced or upgraded with machinery
     or equipment put to a similar use and owned by such Person; PROVIDED that
     (A) such replacement or upgraded machinery and equipment is acquired within
     90 days after such disposition, (B) the fair market value of all property
     disposed of pursuant to this CLAUSE (v) does not exceed US$500,000 in the
     aggregate in any fiscal year of the Parent Borrower and (C) upon their
     acquisition, such replacement assets become subject to the Lien of the
     Collateral Agents under the Collateral Documents;

               (vi)   the Parent Borrower or any of its Subsidiaries may dispose
     of obsolete, worn-out or surplus tangible assets in the ordinary course of
     business and in a commercially reasonable manner, so long as the fair
     market value of all property disposed of pursuant to this CLAUSE (vi) does
     not exceed US$500,000 in the aggregate in any fiscal year of the Parent
     Borrower.

               (vii)  any Group Company may enter into any Sale/Leaseback
     Transaction not prohibited by SECTION 7.13;

               (viii) any Canadian Subsidiary of the Parent Borrower may sell,
     lease or otherwise transfer all or substantially all or any part of its
     assets (including any such transaction effected by the way of merger or
     consolidation) to the Parent Borrower or any Wholly-Owned Subsidiary of the
     Parent Borrower and any U.S. Subsidiary of the U.S. Borrower may sell,
     lease or otherwise transfer all or substantially all or any part of its
     assets (including any such transaction effected by way of merger or
     consolidation) to the U.S. Borrower or any of its Wholly-Owned U.S.
     Subsidiaries, in each case, so long as (A) the security interests granted
     to the relevant Collateral Agent for the benefit of the Finance Parties
     pursuant to the Collateral Documents in such assets shall remain in full
     force and effect and perfected (to at least the same extent as in effect
     immediately prior to such sale, lease or other transfer) and (B) after
     giving effect to such Asset Disposition, no Default or Event of Default
     exists;

               (ix)   any non-Wholly-Owned U.S. Subsidiary, Canadian Subsidiary
     or Foreign Subsidiary of the Parent Borrower may sell, lease or otherwise
     transfer all or any part of its assets (including any such transaction
     effected by way of merger or consolidation) to any other non-Wholly-Owned
     U.S. Subsidiary or Canadian Subsidiary of the Parent Borrower and any
     Foreign Subsidiary of the U.S. Borrower may sell, lease or otherwise
     transfer all or any part of its assets (including by way of merger or
     consolidation) to any other Foreign Subsidiary of the U.S. Borrower, in
     each case, so long as the security interests granted to the relevant
     Collateral Agent for the benefit of the Finance Parties pursuant to the
     Collateral Documents in such assets shall

                                      -145-


     remain in full force and effect and perfected (to at least the same extent
     as in effect immediately prior to such sale, lease or other transfer);

               (x)    any Group Company may lease, as lessor or sublessor, or
     license, as licensor or sublicensor, real or personal property in the
     ordinary course of business and consistent with past practices;

               (xi)   any Group Company may dispose of defaulted receivables and
     similar obligations in the ordinary course of business and not as part of
     an accounts receivable financing transaction;

               (xii)  any Group Company may make an Asset Disposition not
     otherwise permitted by CLAUSES (i) through (xi) above; PROVIDED that (A)
     the property disposed of pursuant to this CLAUSE (xii) is disposed of for
     cash or Cash Equivalents and for at least the fair market value thereof,
     (B) the fair market value of all property disposed of pursuant to this
     CLAUSE (xii) does not exceed US$50,000,000 in the aggregate in any fiscal
     year of the Parent Borrower plus the unused amounts under this CLAUSE (xii)
     from the prior fiscal years and (C) the Net Cash Proceeds of such Asset
     Dispositions are applied in accordance with SECTION 2.10(b) and (c);

               (xiii) sales of accounts receivable, chattel paper and related
     assets of the type described in the definition of "PERMITTED SECURITIZATION
     TRANSACTION" to a Securitization Entity for the fair market value thereof
     and transfers of accounts receivable, chattel paper and related assets of
     the type described in the definition of "PERMITTED SECURITIZATION
     TRANSACTIONS" (or a fractional undivided interest therein) by a
     Securitization Entity in a Permitted Securitization Transaction; PROVIDED
     that (A) the fair market value of all property disposed of pursuant to this
     CLAUSE (xiii) (without duplication) does not exceed 40% of the aggregate
     amount of receivables of the Parent Borrower and its Consolidated
     Subsidiaries and (B) 75% of the Net Cash Proceeds of such Asset
     Dispositions are applied in accordance with SECTIONS 2.10(b) and (c);

               (xiv)  any Group Company may make an Asset Disposition of store
     assets listed on SCHEDULE 7.05(xiv); PROVIDED that (A) the property
     disposed of pursuant to this CLAUSE (xiv) is disposed of for cash or Cash
     Equivalents and for at least the fair market value thereof and (B) the Net
     Cash Proceeds of such Asset Dispositions are applied substantially
     concurrently with the receipt thereof, in accordance with SECTION 2.10(b)
     and (c), but, if the Leverage Ratio as of the last day of the fiscal
     quarter of the Parent Borrower ending on or most recently preceding the
     making of any such Asset Disposition equals or exceeds 3.25 to 1.00,
     excluding the reinvestment option provided for in SECTION 2.10(c)(i)(A),(B)
     and (c);

               (xv)   any Group Company may make an Asset Disposition of
     non-core assets listed on SCHEDULE 7.05(xv); PROVIDED that (A) the property
     disposed of pursuant to this CLAUSE (xv) is disposed of for cash or Cash
     Equivalents and for at least the fair market value thereof and (B) the Net
     Cash Proceeds of such Asset Dispositions are applied in accordance with
     SECTION 2.10(b) and (c); and

               (xvi)  any Group Company may make an Asset Disposition not
     otherwise permitted by CLAUSES (i) through (xv) above; PROVIDED that (A)
     the property disposed of pursuant to this CLAUSE (xvi) is disposed of for
     cash or Cash Equivalents and for at least the fair market value thereof,
     (B) the fair market value of all property disposed of pursuant to this
     CLAUSE (xvi) on or after the Closing Date does not exceed US$50,000,000 in
     the aggregate and (C) the Net Cash Proceeds of such Asset Dispositions are
     applied substantially concurrently with the receipt thereof in accordance
     with SECTION 2.10(b) and (c) but, if the Leverage Ratio as of the last day
     of

                                      -146-


     the fiscal quarter of the Parent Borrower ending on or most recently
     preceding the making of any Asset Disposition equals or exceeds 3.25 to
     1.00, excluding the reinvestment option provided for in SECTION
     2.10(c)(i)(A), (B) and (C).

Upon consummation of an Asset Disposition permitted under this SECTION 7.05, the
Lien created thereon under the Collateral Documents (but not the Lien on any
proceeds thereof) shall be automatically released (subject to the concurrent
grant of a security interest in such assets pursuant to SECTION 6.10 if such
Asset Disposition is made to another Credit Party), and the relevant
Administrative Agent shall (or shall cause the relevant Collateral Agent to) (to
the extent applicable) deliver to the Parent Borrower, upon the Parent
Borrower's request and at the Parent Borrower's expense, such documentation as
is reasonably necessary to evidence the release of the relevant Collateral
Agent's security interests, if any, in the assets being disposed of, including
amendments or terminations of Uniform Commercial Code or Personal Property
Security Acts Financing Statements or registration statements registered at the
Register of Personal and Movable Real Rights, if any, the return of stock
certificates, if any, and the release of any Subsidiary being disposed of in its
entirety from all of its obligations, if any, under the Senior Finance
Documents.

          SECTION 7.06 INVESTMENTS.

          (a) INVESTMENTS. None of the Group Companies will hold, make or
acquire, any Investment in any Person, except the following:

               (i)    Investments existing on the date hereof in Persons which
     are Subsidiaries on the date hereof;

               (ii)   the Parent Borrower and any Subsidiary of the Parent
     Borrower may invest in cash and Cash Equivalents;

               (iii)  the Parent Borrower and any Subsidiary of the Parent
     Borrower may acquire and hold receivables owing to them, if created or
     acquired in the ordinary course of business and payable or dischargeable in
     accordance with customary trade terms;

               (iv)   the Parent Borrower and any Subsidiary of the Parent
     Borrower may acquire and own Investments (including Debt obligations)
     received in connection with the bankruptcy or reorganization of suppliers
     and customers and in settlement of delinquent obligations of, and other
     disputes with, customers and suppliers arising in the ordinary course of
     business;

               (v)    to the extent it would be permitted by the Sarbanes-Oxley
     Act, loans and advances by the Parent Borrower and its Subsidiaries to
     employees of the Parent Borrower and its Subsidiaries for moving and travel
     and other similar expenses, in each case in the ordinary course of
     business, in an aggregate principal amount not to exceed US$10,000,000 at
     any time outstanding (determined without regard to any write-downs or
     write-offs of such loans and advances);

               (vi)   deposits by the Parent Borrower or any Subsidiary of the
     Parent Borrower made in the ordinary course of business consistent with
     past practices to secure the performance of leases shall be permitted;

               (vii)  the Parent Borrower may make contributions to an employee
     stock ownership plan sponsored by it; PROVIDED that such contributions are
     in Qualified Capital Stock, and the Parent Borrower may lend or contribute
     money to an employee stock ownership plan

                                      -147-


     sponsored by it to permit such plan to immediately purchase Qualified
     Capital Stock from the Parent Borrower with the proceeds of such loan or
     contribution;

               (viii) to the extent it would be permitted by the Sarbanes-Oxley
     Act, the Parent Borrower may acquire and hold obligations of one or more
     officers or other employees of the Parent Borrower or any of its
     Subsidiaries in connection with such officers' or employees' acquisition of
     shares of common stock of the Parent Borrower, so long as no cash is paid
     by the Parent Borrower or any of its Subsidiaries to such officers or
     employees in connection with the acquisition of any such obligations;

               (ix)   the Parent Borrower may repurchase stock to the extent
     permitted by SECTION 7.07(iii) and (iv);

               (x)    the Parent Borrower may make Investments in any of its
     Wholly-Owned U.S. Subsidiaries or Wholly-Owned Canadian Subsidiaries and
     any Subsidiary of the Parent Borrower may make Investments in the Parent
     Borrower or any Wholly-Owned Subsidiary of the Parent Borrower; PROVIDED
     that (A) each item of intercompany Debt shall be evidenced by a promissory
     note in the form of EXHIBIT G hereto, (B) each promissory note evidencing
     intercompany loans and advances made by a Foreign Subsidiary or a
     non-Wholly-Owned Subsidiary to the Parent Borrower or a Wholly-Owned
     Subsidiary of the Parent Borrower shall contain the subordination
     provisions set forth in EXHIBIT H hereto and (C) each promissory note
     evidencing intercompany loans and advances shall be pledged to the relevant
     Collateral Agent pursuant to the Collateral Documents;

               (xi)   the Parent Borrower and its Subsidiaries may make
     Investments in any Foreign Subsidiary or any non-Wholly-Owned Subsidiary of
     the Parent Borrower (A) in the case of Investments by the Parent Borrower
     or any Wholly-Owned Subsidiary of the Parent Borrower, in an aggregate
     amount (determined without regard to any write-downs or write-offs of any
     such Investments constituting Debt) at any one time outstanding not
     exceeding 1.0% of Consolidated Net Tangible Assets or (B) to the extent
     such Investments arise from the sale of inventory in the ordinary course
     of business by the Parent Borrower or such Subsidiary to such Foreign
     Subsidiary or non-Wholly-Owned Subsidiary for resale by such Foreign
     Subsidiary or non-Wholly-Owned Subsidiary (including any such Investments
     resulting from the extension of the payment terms with respect to such
     sales); PROVIDED that (A) each item of intercompany Debt shall be evidenced
     by a promissory note substantially in the form of EXHIBIT G hereto and (B)
     each promissory note evidencing intercompany loans and advances shall be
     pledged to the relevant Collateral Agent pursuant to the Collateral
     Documents;

               (xii)  Investments arising out of the receipt by the Parent
     Borrower and any of its Subsidiaries of non-cash consideration for the sale
     of assets permitted under SECTION 7.05;

               (xiii) the Parent Borrower and its Subsidiaries may purchase
     inventory, machinery and equipment in the ordinary course of business and,
     in the case of the Parent Borrower, pursuant to the Franchisee Buy-Back
     Arrangements to the extent permitted by SECTION 7.01(x)(B)and Franchisee
     Guaranty Obligations to the extent permitted by SECTION 7.Ol(x)(C);

               (xiv)  the Parent Borrower and its Subsidiaries may make
     Investments in respect of (A) Permitted Business Acquisitions, (B) Capital
     Expenditures permitted hereunder and (C) joint venture arrangements
     permitted by clause (c) below;

                                      -148-


               (xv)   the Parent Borrower and its Subsidiaries may make
     Investment in a Securitization Entity or a Securitization Entity may make
     Investment in any other Person, in each case in connection with a Permitted
     Securitization Transaction permitted by SECTION 7.05(xiii); PROVIDED,
     HOWEVER, that the foregoing Investment is in the form of a Purchase Money
     Note or an Equity Interest; and

               (xvi)  the Parent Borrower may make loans to its Canadian
     Drugstore franchisees in the ordinary course of its business in the amount
     not to exceed US$40,000,000 outstanding at any time;

PROVIDED that no Group Company may make or own any Investment in Margin Stock.

          (b) ASSET ACQUISITIONS. No Group Company will make any Business
Acquisition or any other acquisition of assets outside the ordinary course of
business; PROVIDED that (i) the Parent Borrower may effect the Acquisition
(subject to compliance with the applicable conditions precedent set forth in
ARTICLE IV) and (ii) subject to SECTION 7.06(a)(xiv), the Parent Borrower and
its Subsidiaries may make Permitted Business Acquisitions.

          (c) JOINT VENTURES AND SIMILAR ARRANGEMENTS. No Group Company will
enter into any joint venture or partnership agreement or arrangement or any
other agreement or arrangement with any Person (other than another Group
Company) involving the sharing of profits or joint or coordinated purchasing or
distribution, except that a Group Company may enter into joint venture
arrangements so long as (i) such joint ventures are engaged in a business
similar, related or incidental to that engaged by the Parent Borrower and its
Subsidiaries, (ii) the aggregate amount of all such Investments from the Closing
Date does not exceed US$100,000,000, (iii) any such Investment satisfies
conditions (ii), (iii), (v) and (vi) to the definition of "PERMITTED BUSINESS
ACQUISITION", and (iv) except for joint ventures engaged solely in the business
of prescription benefit management, any such Investment shall constitute at
least 50% of Equity Interests of such joint venture.

          (d) LIMITATION ON THE CREATION OF SUBSIDIARIES. No Group Company will
establish, create or acquire after the Closing Date any Subsidiary; PROVIDED
that the Parent Borrower and its Wholly-Owned Subsidiaries shall be permitted
to establish, create or acquire Wholly-Owned Subsidiaries so long as (i) at
least 30 days' prior written notice thereof is given to the Administrative
Agents, (ii) the capital stock or other equity interests of such new Subsidiary
(other than a Foreign Subsidiary, except to the extent otherwise required
pursuant to SECTION 6.10(d)) is pledged pursuant to, and to the extent required
by, the Collateral Documents and the certificates representing such interests,
together with transfer powers duly executed in blank, are delivered to the
relevant Collateral Agent, (iii) such new Subsidiary (other than a Foreign
Subsidiary, except to the extent otherwise required pursuant to SECTION 6.10(d))
executes a counterpart of the Accession Agreement, the Guaranty delivered by the
Subsidiary Guarantors, each Collateral Document as provided in SECTION 6.10(b),
and (iv) such new Subsidiary, to the extent requested by the Administrative
Agents, takes all other actions required pursuant to SECTION 6.10.

          SECTION 7.07 RESTRICTED PAYMENTS, ETC. None of the Group Companies
will declare or pay any Restricted Payments (other than Restricted Payments
payable solely in Equity Interests (exclusive of Debt Equivalents) of such
Person), except that:

               (i)    any Wholly-Owned Subsidiary of the Parent Borrower may
     make Restricted Payments to the Parent Borrower or to any Wholly-Owned
     Subsidiary of the Parent Borrower;

                                      -149-


               (ii)   any non-Wholly-Owned Subsidiary of the Parent Borrower may
     make Restricted Payments to the Parent Borrower or to any Wholly-Owned
     Subsidiary of the Parent Borrower or ratably to all holders of its
     outstanding Equity Interests;

               (iii)  the Parent Borrower may redeem or repurchase Equity
     Interests (or Equity Equivalents) from (A) officers, employees and
     directors of any Group Company (or their estates, spouses or former
     spouses) upon the death, permanent disability, retirement or termination of
     employment of any such Person or otherwise in accordance with any stock
     option plan or any employee stock ownership plan maintained by the Parent
     Borrower or any of its Subsidiaries, or (B) other holders of Equity
     Interests or Equity Equivalents in the Parent Borrower, so long as the
     purpose of such purchase is to acquire common stock for reissuance to new
     officers, employees and directors (or their estates) of any Group Company,
     to the extent so reissued within 12 months of any such purchase; PROVIDED
     that in all such cases (A) no Default or Event of Default is then in
     existence or would otherwise arise therefrom, (B) the aggregate amount of
     all cash paid in respect of all such shares so redeemed or repurchased does
     not exceed US$1,000,000 in any fiscal year of the Parent Borrower or
     US$7,000,000 in the aggregate from and after the Closing Date, and PROVIDED
     FURTHER that the Parent Borrower may purchase, redeem or otherwise acquire
     Equity Interests and Equity Equivalents of the Parent Borrower pursuant to
     this CLAUSE (iii) without regard to the restrictions set forth in the first
     proviso above for consideration consisting of the proceeds of key man life
     insurance obtained for the purposes described in this CLAUSE (iii); and

               (iv)   so long as no Default or Event of Default is then in
     existence or would arise therefrom, the Parent Borrower may make regular
     quarterly dividend payments on and open market repurchases of Equity
     Interests of the Parent Borrower in each case in the ordinary course of
     business and consistent with past practices on the Parent Borrower's
     outstanding Capital Stock; PROVIDED that the aggregate amount of all such
     payments and repurchases does not exceed US$35,000,000 in the aggregate in
     any fiscal year; and, PROVIDED, FURTHER, that for any of the fiscal
     quarters of the Parent Borrower ending on August 31, 2004 and November 30,
     2004, the per share amount of all such payments and repurchases shall not
     exceed C$0.03; and

               (v)    so long as no Default or Event of Default is then in
     existence or would arise therefrom, the Group Companies may make Restricted
     Payments not otherwise permitted by CLAUSES (i) through (iv) of this
     SECTION 7.07; PROVIDED that the aggregate amount of all Restricted Payments
     made on or after the Closing Date pursuant to this CLAUSE (v) does not
     exceed in the aggregate (A) if the Leverage Ratio as of the last day of the
     fiscal quarter of the Parent Borrower ending on or most recently preceding
     the making of any such Restricted Payment is less than 3.25 to 1.0,
     US$40,000,000 and (B) otherwise, US$20,000,000 (it being understood and
     agreed that any Restricted Payment made in compliance with clause (A) of
     this proviso shall not cause a Default or Event of Default solely by reason
     of a change in the Leverage Ratio subsequent to the making of such
     Restricted Payment, which change results in the application of clause (B)
     of this proviso).

          SECTION 7.08 PREPAYMENTS OF DEBT, ETC.

          (a) AMENDMENTS OF DEBT AGREEMENTS. None of the Group Companies
will, or will permit any of their respective Subsidiaries to, after the
issuance thereof, amend, waive or modify (or permit the amendment, waiver or
modification of) any of the terms, agreements, covenants or conditions of or
applicable to any Debt (other than the Senior Obligations or Debt listed on
SCHEDULE 7.12 and permitted by SECTION 7.01(xii) issued by such Group Company
if such amendment, waiver or modification would add or change any terms,
agreements, covenants or conditions in any manner materially adverse to any

                                      -150-


Group Company, or shorten the final maturity or average life to maturity or
require any payment to be made sooner than originally scheduled or increase the
interest rate applicable thereto or change any subordination provision thereof.

          (b) PROHIBITION AGAINST CERTAIN PAVEMENTS OF PRINCIPAL AND INTEREST OF
OTHER DEBT. Except as provided in SUBSECTION (c) below, none of the Group
Companies will (i) directly or indirectly, redeem, purchase, prepay, retire,
defease or otherwise acquire for value, prior to scheduled maturity, scheduled
repayment or scheduled sinking fund payment, any Debt (other than the Senior
Obligations or Debt listed on SCHEDULE 7.12 and permitted by SECTION 7.01(xi)),
or set aside any funds for such purpose, whether such redemption, purchase,
prepayment, retirement or acquisition is made at the option of the maker or at
the option of the holder thereof, and whether or not any such redemption,
purchase, prepayment, retirement or acquisition is required under the terms and
conditions applicable to such Debt, (ii) make any interest payment in respect of
the Subordinated Notes, or (iii) release, cancel, compromise or forgive in whole
or in part any Debt evidenced by any Intercompany Note (other than Debt listed
on SCHEDULE 7.12 and permitted by SECTION 7.0l(xi)).

          (c) CERTAIN ALLOWED PAYMENTS IN RESPECT OF SUBORDINATED DEBT. The
Parent Borrower may make regularly scheduled interest payments (together with
any Additional Amounts (as defined in the Subordinated Note Indenture) required
to be paid) as and when due in respect of the Subordinated Notes other than any
such payments prohibited by the subordination provisions thereof.

          SECTION 7.09 TRANSACTIONS WITH AFFILIATES. None of the Group Companies
will enter into any transaction or series of related transactions (including,
without limitation, the sale, purchase, exchange or lease of assets, property or
services) with or for the benefit of any Affiliate of the Parent Borrower (other
than any Credit Party) unless such transaction or series of related transactions
is entered into in good faith and in writing and:

               (i)    such transaction or series of related transactions is on
     terms that are no less favorable to the Parent Borrower or such other Group
     Company, as the case may be, than those that would be available in a
     comparable transaction in arm's-length dealings with an unrelated third
     party;

               (ii)   with respect to any transaction or series of related
     transactions having a U.S. Dollar Amount or involving aggregate value in
     excess of US$10,000,000, (A) the Parent Borrower delivers an officers'
     certificate to the Administrative Agents certifying that such transaction
     or series of related transactions complies with SUBSECTION (i) above and
     (B) such transaction or series of related transactions has been approved by
     a majority of the Disinterested Directors of the board of directors of the
     Parent Borrower, or in the event there is only one Disinterested Director,
     by such Disinterested Director, or

               (iii)  with respect to any transaction or series of related
     transactions having a U.S. Dollar Amount involving aggregate value in
     excess of US$50,000,000, the Parent Borrower delivers to the Administrative
     Agents a written opinion of an investment banking firm of national standing
     in the United States or Canada or other recognized independent expert with
     experience appraising the terms and conditions of the type of transaction
     or series of related transactions for which an opinion is required stating
     that the transaction or series of related transactions is fair to the
     Parent Borrower or another relevant Credit Party from a financial point of
     view;

PROVIDED, HOWEVER, that this SECTION 7.09 shall not apply to: (1) employee
benefit arrangements with any officer or director of the Parent Borrower,
including under any stock option or stock incentive plans, and customary
indemnification arrangements with officers or directors of the Parent Borrower,
in each case

                                      -151-


entered into in the ordinary course of business, (2) any Investments permitted
by SECTION 7.06 and any Restricted Payments permitted by SECTION 7.07, (3)
transactions effected as part of a Permitted Securitization Transaction
permitted pursuant to SECTION 7.05(xiii), (4) any fees paid to directors in the
ordinary course in their capacity as such, (5) any sale or issuance of Qualified
Capital Stock to Affiliates of the Parent Borrower, and (6) transactions entered
into in the ordinary course of business with Affiliates of the Parent Borrower
who are Canadian drugstore franchisees, whether currently owned or after-
acquired, in their capacities as such, for purposes of (x) the purchase and sale
of inventory for the related franchises or (y) Franchisee Buy-Back Arrangements
to the extent permitted by SECTION 7.01(x)(B) and Franchisee Guaranty
Obligations to the extent permitted by SECTION 7.01(x)(C).

          SECTION 7.10 FISCAL YEAR; ORGANIZATIONAL AND OTHER DOCUMENTS. None of
the Group Companies will (i) change its fiscal year (except that the Borrowers
may cause Eckerd Corporation, Eckerd Fleet, Inc., EDC Licensing, Inc., genovese
Drug Stores, Inc., Max Drug South, L.P., Thrift Drug, Inc. and Thrift Drug
Services, Inc. to take such actions necessary to change their fiscal years to
conform to the fiscal year of the Borrowers) or consent to any amendment,
modification or supplement of any of the provisions of the Transaction Documents
(other than the Senior Notes and the Subordinated Notes, the amendments to which
shall be governed by SECTION 7.08 hereof) or (ii) enter into any
amendment, modification or waiver that is adverse in any material respect to the
Lenders to its articles or certificate of incorporation, bylaws (or analogous
organizational documents) or any agreement entered into by it with respect to
its Equity Interests, in each case as in effect on the Closing Date. The Parent
Borrower will cause the Group Companies to promptly provide the Lenders with
copies of all amendments to the foregoing documents and instruments entered into
after the Closing Date.

          SECTION 7.11 RESTRICTIONS WITH RESPECT TO INTERCORPORATE TRANSFERS.
None of the Group Companies will create or otherwise cause or permit to exist
any encumbrance or restriction which prohibits or otherwise restricts (i) the
ability of any such Subsidiary to (A) make Restricted Payments or pay any Debt
owed to the Parent Borrower or any Subsidiary of the Parent Borrower, (B) pay
Debt or other obligations owed to any Credit Party, (C) make loans or advances
to the Parent Borrower or any Subsidiary of the Parent Borrower, (D) transfer
any of its properties or assets to the Parent Borrower or any Subsidiary of the
Parent Borrower or (E) act as a Subsidiary Guarantor and pledge its assets
pursuant to the Finance Documents or any renewals, refinancings, exchanges,
refundings or extensions thereof or (ii) the ability of the Parent Borrower or
any Subsidiary of the Parent Borrower to create, incur, assume or permit to
exist any Lien upon its property or assets whether now owned or hereafter
acquired to secure the Senior Obligations, except in each case for prohibitions
or restrictions existing under or by reason of:

               (i)    this Agreement, the other Senior Finance Documents and the
     other Transaction Documents;

               (ii)   applicable Law;

               (iii)  restrictions in effect on the date of this Agreement
     contained in the agreements governing Existing Debt, the Senior Note
     Indenture, the Senior Notes, the Subordinated Note Indenture and the
     Subordinated Notes all as in effect on the date of this Agreement, and, if
     such Debt is renewed, extended or refinanced, restrictions in the
     agreements governing the renewed, extended or refinancing Debt (and
     successive renewals, extensions and refinancings thereof) if such
     restrictions are no more restrictive than those contained in the agreements
     governing the Debt being renewed, extended or refinanced;

               (iv)   customary non-assignment provisions with respect to (A)
     leases or licensing agreements entered into by the Parent Borrower or any
     of its Subsidiaries, in each case entered into in the ordinary course of
     business and consistent with past practices or (B) the

                                      -152-


     continuation or extension of any such leases or licensing agreements that
     may be in existence as of the Closing Date or were in existence at any time
     during the five year period prior to the Closing Date;

               (v)    any restriction or encumbrance with respect to any asset
     of the Parent Borrower or any of its Subsidiaries or a Subsidiary of the
     Parent Borrower imposed pursuant to an agreement which has been entered
     into for the sale or disposition of such assets or all or substantially all
     of the capital stock or assets of such Subsidiary, so long as such sale or
     disposition is permitted under this Agreement; and

               (vi)   Liens permitted under SECTION 7.02 and any documents or
     instruments governing the terms of any Debt or other obligations secured by
     any such Liens; PROVIDED that such prohibitions or restrictions apply only
     to the assets subject to such Liens.

          SECTION 7.12 OWNERSHIP OF SUBSIDIARIES; LIMITATIONS ON THE PARENT
BORROWER; SPVs, PropCos.

          (a) Except in connection with the transactions permitted by SECTION
7.06(a)(xi) or 7.06(c), the Parent Borrower will not (i) permit any Person
(other than the Parent Borrower or any Wholly-Owned Subsidiary of the Parent
Borrower or as permitted by CLAUSE (ii)(B) below) to own any Equity Interest of
any Subsidiary of the Parent Borrower, (ii) permit any Subsidiary of the Parent
Borrower to issue Equity Interests to any Person, except (A) the Parent Borrower
or any Wholly-Owned Subsidiary of the Parent Borrower or (B) to qualify
directors where required by applicable Law or to satisfy other requirements of
applicable Law with respect to the ownership of Equity Interests of Foreign
Subsidiaries, or (iii) except as set forth on SCHEDULE 7.12, permit the Parent
Borrower or any Subsidiary of the Parent Borrower to issue any shares of
Preferred Stock.

          (b) Except (i) as set forth on SCHEDULE 7.12, (ii) acting as a
guarantor under the Senior Notes, the Subordinated Notes and the Guaranty and
(iii) acting as a guarantor and pledging its assets to the relevant Collateral
Agent under the Collateral Documents, no SPV shall hold, acquire or sell any
assets, make any Investments, have any liabilities or engage in any business.

          (c) Except for acting as a guarantor under the Senior Notes, the
Subordinated Notes and the Guaranty and pledging its assets to the relevant
Collateral Agent under the Collateral Documents, no PropCo shall (i) hold,
acquire or sell any assets other than Real Property that is titled to such
PropCo, (ii) make any Investments or (iii) have any liabilities other than Debt
permitted by SECTIONS 7.01(i) and (iv) and refinancings thereof permitted by
SECTION 7.01(vi).

          (d) Jean Coutu, L.L.C., a Delaware limited liability company, (i)
shall not own any assets (other the de minimus amount of cash), have any
liabilities or make any Investments and (ii) shall be dissolved no later than
January 31, 2005.

          SECTION 7.13 SALE AND LEASEBACK TRANSACTIONS. None of the Group
Companies will directly or indirectly become or remain liable as lessee or as
guarantor or other surety with respect to any lease (whether an Operating Lease
or a Capital Lease) of any property (whether real, personal or mixed), whether
now owned or hereafter acquired, (i) which such Group Company has sold or
transferred or is to sell or transfer to any other Person which is not a Group
Company or (ii) which such Group Company intends to use for substantially the
same purpose as any other property which has been sold or is to be sold or
transferred by such Group Company to another Person which is not a Group Company
in connection with such lease; PROVIDED, HOWEVER, that the Group Companies may
enter into such transactions with respect to personal property or real property,
in an aggregate amount of up to

                                      -153-


US$50,000,000 in sales proceeds during the term of this Agreement, if (i) after
giving effect on a Pro-Forma Basis to any such transaction the Parent Borrower
shall be in compliance with all other provisions of this Agreement, including
SECTION 7.01 and SECTION 7.02, (ii) the gross cash proceeds of any such
transaction are at least equal to the fair market value of such property (as
determined by the Board of Directors, whose determination shall be prima facie
evidence thereof if made in good faith) and (iii) 75% of the Net Cash Proceeds
are forwarded to the Administrative Agents and applied in accordance with
SECTIONS 2.10(b) and (c) as required therein; PROVIDED that the Net Cash
Proceeds resulting from a sale and leaseback transaction that is consummated
within four months following the acquisition of the property that is the subject
of such transaction may be used to fund the purchase price of the such property
so acquired (in which case no repayments of the Loans would be required).

          SECTION 7.14 CAPITAL EXPENDITURES.

          (a) If on any date on which any Group Company proposes to make any
Consolidated Capital Expenditure the Leverage Ratio as of the last day of the
fiscal quarter of the Parent Borrower ending on or most recently preceding such
date is equal to or greater than 3.25 to 1.00, none of the Group Companies will
make any such Consolidated Capital Expenditures, except that during any of the
fiscal years set forth below, the Parent Borrower and its Subsidiaries may make
Consolidated Capital Expenditures so long as the aggregate amount of such
Consolidated Capital Expenditures does not exceed the amount indicated opposite
such period; PROVIDED that the reference below to the 2005 fiscal year shall be
to the year from the Closing Date to the last day of such fiscal year:



                     PERIOD                              AMOUNT
                     ------                              ------
                                               
                      2005                         US$290,600,000
                      2006                         US$230,800,000
                      2007                         US$230,900,000
                      2008                         US$235,100,000
                      2009                         US$235,900,000
                      2010                         US$235,900,000
                      2011                         US$235,900,000


          (b) Notwithstanding the foregoing, the Parent Borrower and its
Subsidiaries may make Consolidated Capital Expenditures (which Consolidated
Capital Expenditures will not be included in any determination under SUBSECTION
(a) above) financed with the Net Cash Proceeds of Equity Issuances and/or Asset
Dispositions, to the extent such Net Cash Proceeds are not required to be
applied to repay Loans pursuant to SECTION 2.10(b) or (c).

          SECTION 7.15 ADDITIONAL NEGATIVE PLEDGES. None of the Group Companies
will enter into, assume or become subject to any agreement prohibiting or
otherwise restricting the creation or assumption of any Lien upon its properties
or assets, whether now owned or hereafter acquired, or requiring the grant of
any security for an obligation if security is given for some other obligation,
except (i) pursuant to this Agreement, the other Senior Finance Documents, the
Senior Note Indenture and the Subordinated Note Indenture, and (ii) pursuant to
any document or instrument governing Capital Lease Obligations or Purchase Money
Debt incurred pursuant to SECTION 7.01 if any such restriction contained therein
relates only to the asset or assets acquired in connection therewith.

          SECTION 7.16 NO OTHER "DESIGNATED SENIOR INDEBTEDNESS". The Parent
Borrower shall not designate, or permit the designation of, any Debt (other than
under this Agreement and the other Finance Documents) as "Designated Senior
Indebtedness" or any other similar term for the purpose of the definition of the
same or the subordination provisions contained in the Subordinated Note
Indenture or any indenture governing any Subordinated Debt permitted under
SECTION 7.01.

                                      -154-


          SECTION 7.17 IMPAIRMENT OF SECURITY INTERESTS. None of the Group
Companies will (i) take or omit to take any action which action or omission
might or would materially impair the security interests in favor of the
Collateral Agents with respect to the Collateral or (ii) grant to any Person
(other than the Collateral Agents pursuant to the Collateral Documents) any
interest whatsoever in the Collateral, except for Permitted Liens.

          SECTION 7.18 SALES OF RECEIVABLES. None of the Group Companies will
sell with recourse, discount (other than in the ordinary course of business) or
otherwise sell or dispose of its accounts or notes receivables, except pursuant
to a Permitted Securitization Transaction permitted by SECTION 7.05(xiii).

          SECTION 7.19 FINANCIAL COVENANTS.

          (a) LEVERAGE RATIO. As of the close of business on any day on and
after the Closing Date, the Leverage Ratio at such date will not be greater than
the ratio set forth below opposite the period during which such date occurs:



                    PERIOD                                        RATIO
                    ------                                        -----
                                                            
     Closing Date through August 31, 2005                      5.25 to 1.0
     September 1, 2005 through November 30, 2005               5.00 to 1.0
     December 1, 2005 through February 28, 2006                4.75 to 1.0
     March 1, 2006 through February 28, 2007                   4.50 to 1.0
     March 1, 2007 through February 29, 2008                   3.75 to 1.0
     March 1, 2008 through February 28, 2009                   3.00 to 1.0
     March 1, 2009 and thereafter                              2.50 to 1.0
     

          (b) FIXED CHARGE COVERAGE RATIO. The Fixed Charge Coverage Ratio for
any period of four consecutive fiscal quarters of the Parent Borrower (or, in
the case of the fiscal quarter ended on February 28, 2005, six consecutive
months, or, in the case of the fiscal quarter ended on May 31, 2005, nine
consecutive months), in each case taken as a single accounting period, ending on
a date set forth below will not be less than the ratio set forth opposite such
date:



              FISCAL QUARTER ENDED                                RATIO
              --------------------                                -----
                                                            
              February 28, 2005                                1.00 to 1.0
              May 31, 2005                                     1.00 to 1.0
              August 31, 2005                                  1.00 to 1.0
              November 30, 2005                                1.00 to 1.0
              February 28, 2006                                1.00 to 1.0
              May 31, 2006                                     1.10 to 1.0
              August 31, 2006                                  1.10 to 1.0
              November 30, 2006                                1.10 to 1.0
              February 28, 2007                                1.10 to 1.0
              May 31, 2007                                     1.20 to 1.0
              August 31, 2007                                  1.20 to 1.0
              November 30, 2007                                1.20 to 1.0
              February 29, 2008                                1.20 to 1.0
              May 31, 2008                                     1.30 to 1.0
              August 31, 2008                                  1.30 to 1.0
              November 30, 2008                                1.30 to 1.0
              February 28, 2009                                1.30 to 1.0


                                      -155-


                                              
              May 31, 2009                                     1.30 to 1.0
              August 31, 2009                                  1.30 to 1.0
              November 30, 2009                                1.30 to 1.0
              February 28, 2010                                1.30 to 1.0
              May 31, 2010                                     1.40 to 1.0
              August 31, 2010                                  1.40 to 1.0
              November 30, 2010                                1.40 to 1.0
              February 28, 2011                                1.40 to 1.0
              May 31, 2011                                     1.40 to 1.0

              

          SECTION 7.20 INDEPENDENCE OF COVENANTS. All covenants contained herein
shall be given independent effect so that if a particular action or condition is
not permitted by any of such covenants, the fact that such action or condition
would be permitted by an exception to, or otherwise be within the limitations
of, another covenant shall not avoid the occurrence of a Default or an Event of
Default if such action is taken or condition exists.

                                  ARTICLE VIII
                                    DEFAULTS

          SECTION 8.01 EVENTS OF DEFAULT. An Event of Default shall exist upon
the occurrence of any of the following specified events or conditions (each an
"EVENT OF DEFAULT"):

          (a) PAYMENT. Any Credit Party shall:

                 (i)    default in the payment when due (whether by scheduled
     maturity, acceleration or otherwise) of any principal of any of the Loans
     or of any LC Disbursement or BA Reimbursement Obligation; or

                 (ii)   default, and such default shall continue for three or
     more Business Days, in the payment when due of any interest on the Loans,
     or of any fees or other amounts owing hereunder, under any of the other
     Senior Finance Documents or in connection herewith or therewith.

          (b) REPRESENTATIONS. Any representation, warranty or statement made or
deemed to be made by any Credit Party herein, in any of the other Senior Finance
Documents, or in any statement or certificate delivered or required to be
delivered pursuant hereto or thereto shall prove untrue in any material respect
(or in all respects in the case of such representations or warranties containing
materiality qualifiers) on the date as of which it was made or deemed to have
been made.

          (c) COVENANTS. Any Credit Party shall:

                 (i)    default in the due performance or observance of any
     term, covenant or agreement contained in SECTIONS 6.01, 6.02, 6.08,
     6.10(f), 6.11 or ARTICLE VII;

                 (ii)   default in the due performance or observance by it of
     any term, covenant or agreement contained in ARTICLE VI (other than those
     referred to in SUBSECTIONS (a), (b) or (c)(i) of this SECTION 8.01) and
     such default shall continue unremedied for a period of five Business Days
     after the earlier of a Responsible Officer of a Credit Party becoming aware
     of such default or notice thereof given by either of the Administrative
     Agents; or

                                      -156-


                 (iii)  default in the due performance or observance by it of
     any term, covenant or agreement (other than those referred to in
     SUBSECTIONS (a), (b) or (c)(i) or (ii) of this SECTION 8.01) contained in
     this Agreement and such default shall continue unremedied for a period of
     30 days after the earlier of a Responsible Officer of a Credit Party
     becoming aware of such default or notice thereof given by either of the
     Administrative Agents.

          (d) OTHER SENIOR FINANCE DOCUMENTS. (i) Any Credit Party shall default
in the due performance or observance of any term, covenant or agreement in any
of the other Senior Finance Documents (other than Below-Threshold Mortgages) and
such default shall continue unremedied for a period of 30 days after the earlier
of an executive officer of a Credit Party becoming aware of such default or
notice thereof given by either of the Administrative Agents, (ii) except
pursuant to the terms thereof, any Senior Finance Document (other than
Below-Threshold Mortgages) shall fail to be in full force and effect or any
Credit Party shall so assert or (iii) except pursuant to the terms thereof, any
Senior Finance Document (other than Below-Threshold Mortgages) shall fail to
give either Administrative Agent, either Collateral Agent and/or the Lenders the
security interests, liens, rights, powers and privileges purported to be created
thereby.

          (e) CROSS-DEFAULT.

                 (i)    Any Group Company (A) fails to make payment when due
     (whether by scheduled maturity, required prepayment, acceleration, demand
     or otherwise), regardless of amount, in respect of any Debt or Guaranty
     Obligation (other than in respect of (x) Debt outstanding under the Senior
     Finance Documents and (y) Derivatives Agreements) having an aggregate
     principal amount (including undrawn committed or available amounts and
     including amounts owing to all creditors under any combined or syndicated
     credit arrangement) of more than US$25,000,000, (B) fails to perform or
     observe any other condition or covenant, or any other event shall occur or
     condition shall exist, under any agreement or instrument relating to any
     such Debt or Guaranty Obligation, if the effect of such failure, event or
     condition is to cause, or to permit the holder or holders or beneficiary or
     beneficiaries of such Debt or Guaranty Obligation (or a trustee or agent on
     behalf of such holder or holders or beneficiary or beneficiaries) to cause,
     such Debt to be declared to be due and payable prior to its stated
     maturity, or such Guaranty Obligation to become payable, or cash collateral
     in respect thereof to be demanded or (C) shall be required by the terms of
     such Debt or Guaranty Obligation to offer to prepay or repurchase such Debt
     or the primary Debt underlying such Guaranty Obligation (or any portion
     thereof) prior to the stated maturity thereof; or

                 (ii)   there occurs under any Derivatives Agreement or
     Derivatives Obligation an Early Termination Date (as defined in such
     Derivatives Agreement) resulting from (A) any event of default under such
     Derivatives Agreement as to which any Group Company is the Defaulting Party
     (as defined in such Derivatives Agreement) or (B) any Termination Event (as
     so defined) as to which any Group Company is an Affected Party (as so
     defined), and, in either event, the Derivatives Termination Value owed by a
     Group Company as a result thereof is greater than US$25,000,000.

          (f) INSOLVENCY EVENTS. (i) Any Borrower, any other Material Credit
Party or any other Group Companies (which Group Companies, if taken together,
would either (a) have assets representing 5% or more of the Consolidated Total
Assets or (b) generate 5% or more of the Consolidated EBITDA of the Parent
Borrower and its Consolidated Subsidiaries) shall in each case commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to itself or its debts under any bankruptcy, insolvency or
other similar Law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property,

                                      -157-


or shall consent to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of
creditors, or shall fail generally to pay its debts as they become due, or shall
take any corporate action to authorize any of the foregoing or (ii) an
involuntary case or other proceeding shall be commenced against any Borrower,
any other Material Credit Party or any other Group Company referred to in clause
(i) above seeking liquidation, reorganization or other relief with respect to it
or its debts under any bankruptcy, insolvency or other similar Law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of 60 days, or any order for relief shall
be entered against any such Borrower, such other Material Credit Party or such
other Group Company under the federal bankruptcy laws as now or hereafter in
effect.

          (g) JUDGMENTS. (i) One or more judgments, orders, decrees or
arbitration awards is entered against any Group Company involving in the
aggregate a liability (to the extent not covered by independent third-party
insurance or an indemnity from a credit-worthy party as to which the insurer or
indemnitor, as applicable, does not dispute coverage), as to any single or
related series of transactions, incidents or conditions, of US$25,000,000 or
more, and the same shall not have been discharged, vacated or stayed pending
appeal within 30 days after the entry thereof, or any Group Company shall enter
into any agreement to settle or compromise any pending or threatened litigation,
as to any single or related series of claims, involving payment by any Group
Company of US$25,000,000 or more, or (ii) any non-monetary judgment, order or
decree is entered against any Group Company which has or would reasonably be
expected to have a Material Adverse Effect, and there shall be any period of 10
consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect.

          (h) EMPLOYEE BENEFIT PLANS. (i) An ERISA Event occurs which has
resulted or could reasonably be expected to result in liability of any Group
Company or any ERISA Affiliate in an aggregate amount in excess of
US$25,000,000, (ii) there shall exist an amount of Unfunded Liabilities,
individually or in the aggregate, for all Plans and Canadian Pension Plans
(excluding for purposes of such computation any Plans and Canadian Pension Plans
with respect to which assets exceed benefit liabilities), in an aggregate amount
in excess of US$25,000,000, (iii) any Canadian Pension Plan is not in
substantial compliance with all applicable pension benefits and tax laws or has
Unfunded Liabilities (either on a "going concern" or on a "winding up" basis
determined in accordance with all applicable laws and using assumptions and
methods that are appropriate in the circumstances and in accordance with
generally accepted actuarial principles and practices in each relevant
jurisdiction), (iv) any contribution required to be made in accordance with any
applicable law or the terms of any Canadian Pension Plan has not been made; (v)
any event has occurred or condition exists with respect to any Canadian Pension
Plan that has resulted or could result in such Canadian Pension Plan being
ordered or required to be wound up in whole or in part pursuant to any
applicable laws or having any applicable registration revoked or refused for the
purposes of any applicable pension benefits or tax laws or being placed under
the administration of the relevant pension benefits regulatory authority or
being required to pay any taxes or penalties under applicable pension benefits
and tax laws; (vi) an order has been made or notice has been given pursuant to
any applicable pension benefits and tax laws in respect of any Canadian Pension
Plan requiring any person to take or refrain from taking any action in respect
thereof or that there has been a contravention of any such applicable laws;
(vii) an event has occurred or a condition exists that has resulted or could
result in any Group Company being required to pay, repay or refund any amount
other than contributions required to be made or expenses required to be paid in
the ordinary course) to or on account of any Canadian Pension Plan or a current
or former member thereof; or (viii) an event has occurred or a condition exists
that has resulted or could result in a payment being made out of a guarantee
fund established under the applicable pension benefits laws in respect of a
Canadian Pension Plan; and which, with respect to all the events and obligations
described in the preceding CLAUSES (iii) through (viii)

                                      -158-


of this SECTION 8.01(h), in the opinion of the Required Lenders could reasonably
be expected to have a Material Adverse Effect.

          (i) GUARANTIES. Any Guaranty given by any Credit Parties or any
provision thereof shall, except pursuant to the terms thereof, cease to be in
full force and effect, or any Guarantor thereunder or any Person acting by or on
behalf of such guarantor shall deny or disaffirm such Guarantor's obligations
under such Guaranty.

          (j) IMPAIRMENT OF COLLATERAL. Any security interest purported to be
created by any Collateral Document shall cease to be, or shall be asserted by
any Group Company not to be, a valid, perfected, first-priority (except as
otherwise expressly provided in such Collateral Document) security interest in
the securities, assets or properties covered thereby, other than in respect of
an immaterial portion of the assets and properties.

          (k) OWNERSHIP. A Change of Control shall occur.

          (l) SUBORDINATED DEBT. (i) Any Governmental Authority with applicable
jurisdiction determines that the Lenders are not holders of "Designated Senior
Indebtedness" (as defined in the Subordinated Note Indenture) or (ii) the
subordination provisions creating the Subordinated Debt shall, in whole or in
part, terminate, cease to be effective or cease to be legally valid, binding and
enforceable as to any holder of the Subordinated Debt.

          (m) ASSET DISPOSITION EVENT/CASUALTY/CONDEMNATION EVENT. The Parent
Borrower shall fail to make an Asset Disposition Event Offer or
Casualty/Condemnation Event Offer as required pursuant to SECTION 2.10(c), or if
such offer is accepted the Parent Borrower shall have failed to fulfill its
obligations pursuant thereto.

          SECTION 8.02 ACCELERATION: REMEDIES. Upon the occurrence of an Event
of Default, and at any time thereafter unless and until such Event of Default
has been waived in writing by the Required Lenders (or the Lenders as may be
required pursuant to SECTION 10.03), either of the Administrative Agents (or the
Collateral Agents, as applicable) shall, upon the request and direction of the
Required Lenders, by written notice to the relevant Borrowers, take any of the
following actions without prejudice to the rights of the Agents or any Lender to
enforce its claims against the Credit Parties except as otherwise specifically
provided for herein:

          (a) TERMINATION OF COMMITMENTS. Declare the Commitments terminated
whereupon the Commitments shall be immediately terminated.

          (b) ACCELERATION OF LOANS. Declare the unpaid principal of and any
accrued interest in respect of all Loans, all BA Reimbursement Obligations, any
reimbursement obligations arising from drawings under Letters of Credit and any
and all other indebtedness or obligations of any and every kind owing by a
Credit Party to any of the Lenders hereunder to be due whereupon the same shall
be immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Credit Parties.

          (c) CASH COLLATERAL. Direct the Borrowers to pay (and each Borrower
agrees that upon receipt of such notice, or upon the occurrence and during the
continuance of an Event of Default under SECTION 8.01(f), it will immediately
pay) to the relevant Collateral Agent additional cash, to be held by such
Collateral Agent, for the benefit of the Lenders, in a cash collateral account
as additional security for the LC Obligations in respect of subsequent drawings
under all then outstanding Letters of Credit and/or BA Reimbursement Obligations
in an amount equal to 105% of the maximum aggregate amount which

                                      -159-


may be drawn under all Letters of Credits then outstanding and/or 105% of the
undiscounted face amount of all Bankers' Acceptances then outstanding, as
applicable.

          (d) ENFORCEMENT OF RIGHTS. Enforce any and all rights and interests
created and existing under the Senior Finance Documents, including, without
limitation, all rights and remedies existing under the Collateral Documents, all
rights and remedies against a Guarantor and all rights of set-off.

          Notwithstanding the foregoing, if an Event of Default specified in
SECTION 8.01(f) shall occur with respect to any Borrower, then the Commitments
shall automatically terminate and all Loans, all reimbursement obligations under
Letters of Credit, all BA Reimbursement Obligations, all accrued interest in
respect thereof and all accrued and unpaid fees and other indebtedness or
obligations owing to the Lenders hereunder and under the other Senior Finance
Documents shall immediately become due and payable without the giving of any
notice or other action by any Administrative Agent or the Lenders, which notice
or other action is expressly waived by the Credit Parties.

          Notwithstanding the fact that enforcement powers reside primarily with
either of the Administrative Agents, each Lender has, to the extent permitted by
Law, a separate right of payment and shall be considered a separate "creditor"
holding a separate "claim" within the meaning of Section 101(5) of the
Bankruptcy Code or any other insolvency statute.

          In case any one or more of the covenants and/or agreements set forth
in this Agreement or any other Senior Finance Document shall have been breached
by any Credit Party, then either of the Administrative Agents or either
Collateral Agent may proceed to protect and enforce the Lenders' rights either
by suit in equity and/or by action at Law, including an action for damages as a
result of any such breach and/or an action for specific performance of any such
covenant or agreement contained in this Agreement or such other Senior Finance
Document. Without limitation of the foregoing, each Borrower agrees that failure
to comply with any of the covenants contained herein will cause irreparable harm
and that specific performance shall be available in the event of any breach
thereof. The Administrative Agents acting pursuant to this PARAGRAPH (d) shall
each be indemnified by each Borrower against all liability, loss or damage,
together with all reasonable costs and expenses related thereto (including
reasonable legal and accounting fees and expenses) in accordance with SECTION
10.05.

          SECTION 8.03 ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT.

          (a) PRIORITY OF DISTRIBUTIONS. Each Borrower hereby irrevocably waives
the right to direct the application of any and all payments in respect of its
Finance Obligations and any proceeds of Collateral after the occurrence and
during the continuance of an Event of Default and agrees that, notwithstanding
the provisions of SECTIONS 2.10(b) and 2.15, after the occurrence and during the
continuance of an Event of Default, all amounts collected or received by any
Administrative Agent, any Collateral Agent or any Finance Party on account of
amounts then due and outstanding under any of the Senior Finance Documents or
any Derivative Agreement or in respect of the Collateral shall be paid over or
delivered in respect of its Finance Obligations as follows:

                 FIRST, the payment of interest on and then principal of any
     portion of the Revolving Loans that either Administrative Agent may have
     advanced on behalf of any Lender for which such Administrative Agent has
     not then been reimbursed by such Lender or such Borrower;

                 SECOND, the payment of interest on and then principal of any
     Swingline Loan;

                                      -160-


                 THIRD, to the payment of all reasonable out-of-pocket costs and
     expenses (including reasonable attorneys' fees) of each of the Global
     Transaction Coordinator, each Administrative Agent and each Collateral
     Agent, in their capacities as such, in connection with enforcing the rights
     of the Finance Parties under the Finance Documents, including all expenses
     of sale or other realization of or in respect of the Collateral, including
     reasonable compensation to the agents and counsel for each Collateral
     Agent, and all expenses, liabilities and advances incurred or made by each
     Collateral Agent in connection therewith, and any other obligations owing
     to each Collateral Agent in respect of sums advanced by each Collateral
     Agent to preserve the Collateral or to preserve its security interest in
     the Collateral;

                 FOURTH, to the payment of all reasonable out-of-pocket costs
     and expenses (including reasonable attorneys' fees) of (i) each of the
     Lenders (including any Issuing Lender in its capacity as such) in
     connection with enforcing its rights under the Senior Finance Documents or
     otherwise with respect to the Senior Obligations owing to such Lender and
     (ii) each Derivatives Creditor in connection with enforcing any of its
     rights under the Derivatives Agreements or otherwise with respect to the
     Derivatives Obligations owing to such Derivatives Creditor;

                 FIFTH, to the payment of all of the Senior Obligations
     consisting of accrued fees and interest;

                 SIXTH, except as set forth in CLAUSES "FIRST" through "FIFTH"
     above, to the payment of the outstanding Senior Obligations and Derivatives
     Obligations owing to any Finance Party, Pro-Rata, as set forth below, with
     (i) an amount equal to the Senior Obligations being paid to the Collateral
     Agents (in the case of Senior Obligations owing to the Collateral Agents)
     or to the Administrative Agents (in the case of all other Senior
     Obligations) for the account of the Lenders or any Agent, with the
     Collateral Agents, each Lender and the Agents receiving an amount equal to
     its outstanding Senior Obligations, or, if the proceeds are insufficient to
     pay in full all Senior Obligations, its Pro-Rata Share of the amount
     remaining to be distributed, and (ii) an amount equal to the Derivatives
     Obligations being paid to the trustee, paying agent or other similar
     representative (each a "REPRESENTATIVE") for the Derivatives Creditors,
     with each Derivatives Creditor receiving an amount equal to the outstanding
     Derivatives Obligations owed to it by the Credit Parties or, if the
     proceeds are insufficient to pay in full all such Derivatives Obligations,
     its Pro-Rata Share of the amount remaining to be distributed; and

                 SEVENTH, to the payment of the surplus, if any, to whomever may
     be lawfully entitled to receive such surplus.

          In carrying out the foregoing, (i) amounts received shall be applied
in the numerical order provided until exhausted prior to application to the next
succeeding category; (ii) each of the Finance Parties shall receive an amount
equal to its Pro-Rata Share of amounts available to be applied pursuant to
CLAUSES "FOURTH", "FIFTH", and "SIXTH" above; and (iii) to the extent that any
amounts available for distribution pursuant to CLAUSE "SIXTH" above are
attributable to the issued but undrawn amount of outstanding Letters of Credit
or to outstanding Bankers' Acceptances which are not yet required to be
reimbursed hereunder, such amounts shall be held by the relevant Collateral
Agent in a cash collateral account and applied (x) first, to reimburse any
Issuing Lender from time to time for any drawings under such Letters of Credit
or to reimburse any applicable Canadian Revolving Lender upon the maturity of
such Bankers' Acceptances and (y) then, following the expiration of all Letters
of Credit, to all other obligations of the types described in CLAUSE "SIXTH"
above in the manner provided in this SECTION 8.03.

                                      -161-


          (b) PRO-RATA TREATMENT. For purposes of this Section, "PRO-RATA SHARE"
means, when calculating a Finance Party's portion of any distribution or amount,
that amount (expressed as a percentage) equal to a fraction the numerator of
which is the then unpaid U.S. Dollar Amount of such Finance Party's Senior
Obligations or Derivatives Obligations, as the case may be, and the denominator
of which is the then outstanding U.S. Dollar Amount of all Senior Obligations or
Derivatives Obligations, as the case may be. When payments to the Finance
Parties are based upon their respective Pro-Rata Shares, the amounts received by
such Finance Parties hereunder shall be applied (for purposes of making
determinations under this SECTION 8.03 only) (i) first, to their Senior
Obligations, and (ii) second, to their Derivatives Obligations. If any payment
to any Finance Party of its Pro-Rata Share of any distribution would result in
overpayment to such Finance Party, such excess amount shall instead be
distributed in respect of the unpaid Senior Obligations or Derivatives
Obligations, as the case may be, of the other Finance Parties, with each Finance
Party whose Senior Obligations or Derivatives Obligations, as the case may be,
have not been paid in full to receive an amount equal to such excess amount
multiplied by a fraction the numerator of which is the unpaid Senior Obligations
or Derivatives Obligations, as the case may be, of such Finance Party and the
denominator of which is the unpaid Senior Obligations or Derivatives
Obligations, as the case may be, of all Finance Parties entitled to such
distribution.

          (c) DISTRIBUTIONS WITH RESPECT TO LETTERS OF CREDIT. Each of the
Finance Parties agrees and acknowledges that if (after all outstanding Loans and
Reimbursement Obligations with respect to Letters of Credit have been paid in
full) the Lenders are to receive a distribution on account of undrawn amounts
with respect to Letters of Credit issued (or deemed issued) under the Credit
Agreement, such amounts shall be deposited in the LC Cash Collateral Accounts as
cash security for the repayment of Senior Obligations owing to the Lenders as
such. Upon termination of all outstanding Letters of Credit, all of such cash
security shall be applied to the remaining Senior Obligations of the Lenders. If
there remains any excess cash security, such excess cash shall be withdrawn by
the relevant Collateral Agent from the relevant LC Cash Collateral Account and
distributed in accordance with SECTION 8.03(a) hereof.

          (d) DISTRIBUTIONS WITH RESPECT TO BANKERS' ACCEPTANCES. Each of the
Finance Parties agrees and acknowledges that if (after all outstanding Loans, BA
Reimbursement Obligations and Reimbursement Obligations with respect to Letters
of Credit have been paid in full) the Lenders are to receive a distribution on
account of unmatured Bankers' Acceptances issued and purchased under the Credit
Agreement, such amounts shall be deposited in a collateral account as cash
security for the repayment of Senior Obligations owing to the Lenders as such.
Upon maturity of all outstanding Bankers' Acceptances, all of such cash security
shall be applied first to the BA Reimbursement Obligations in respect of such
Bankers' Acceptances and thereafter to the remaining Senior Obligations of the
Lenders. If there remains any excess cash security, such excess cash shall be
withdrawn by the relevant Collateral Agent from the applicable collateral
account and distributed in accordance with SECTION 8.03(a) hereof.

          (e) DISTRIBUTIONS OF FUNDS ON DEPOSIT IN A SINKING FUND ACCOUNT.
Notwithstanding the foregoing provisions of this SECTION 8.03, amounts on
deposit in a Sinking Fund Account for any Class of Loans shall be applied upon
the occurrence of any Event of Default, first, to pay Loans of such Class and,
second, after all the Loans of such Class have been paid in full, to the other
Senior Obligations in the manner provided in this SECTION 8.03.

          (f) RELIANCE BY COLLATERAL AGENTS. For purposes of applying payments
received in accordance with this SECTION 8.03, each Collateral Agent shall be
entitled to rely upon (i) the Administrative Agents under the Credit Agreement
and (ii) the Representative, if any, for the Derivatives Creditors for a
determination (which the Administrative Agents, each Representative for any
Derivatives Creditor and the Finance Parties agree (or shall agree) to provide
upon request of each Collateral Agent) of the outstanding Senior Obligations and
Derivatives Obligations owed to the Agents, the Lenders or the

                                     -162-


Derivatives Creditors, as the case may be. Unless it has actual knowledge
(including by way of written notice from a Derivatives Creditor or any
Representatives thereof) to the contrary, each Collateral Agent, in acting
hereunder, shall be entitled to assume that no Derivatives Agreements are in
existence.

                                   ARTICLE IX
                                AGENCY PROVISIONS

          SECTION 9.01 APPOINTMENT; AUTHORIZATION.

          (a) APPOINTMENT. Each Lender hereby designates and appoints Deutsche
Bank Trust Company Americas as the Term B Administrative Agent, National Bank of
Canada as the Canadian Administrative Agent, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Deutsche Bank Securities Inc. as Co-Syndication Agents in
respect of the Term A Loan and Canadian Revolving Loans, Merrill Lynch, Pierce,
Fenner & Smith Incorporated and National Bank of Canada as Co-Syndication Agents
in respect of the Term B Loan and U.S. Revolving Loans, Deutsche Bank Trust
Company Americas as U.S. Collateral Agent and National Bank of Canada as
Canadian Collateral Agent for such Lender to act as specified herein and in the
other Senior Finance Documents, and each such Lender hereby authorizes the
Agents, as the agents for such Lender, to take such action on its behalf under
the provisions of this Agreement and the other Senior Finance Documents and to
exercise such powers and perform such duties as are expressly delegated by the
terms hereof and of the other Senior Finance Documents, together with such other
powers as are reasonably incidental thereto. For purposes of Article 2692 of the
Civil Code of Quebec and without limiting the generality of the foregoing, each
Lender hereby irrevocably designates and appoints each of the Canadian
Administrative Agent and the Canadian Collateral Agent in its capacity as agent
and holder of a power of attorney of such Lenders under this Agreement and the
other Finance Documents. Notwithstanding any provision to the contrary elsewhere
herein and in the other Senior Finance Documents, the Agents shall not have any
duties or responsibilities, except those expressly set forth herein and therein,
or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any of the other Senior Finance Documents, or shall
otherwise exist against the Agents. In performing its functions and duties under
this Agreement and the other Senior Finance Documents, each Agent shall act
solely as an agent of the Lenders and does not assume and shall not be deemed to
have assumed any obligation or relationship of agency or trust with or for any
Credit Party. Without limiting the generality of the foregoing two sentences,
the use of the term "agent" herein and in the other Senior Finance Documents
with reference to any Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any applicable
Law. Instead, such term is used merely as a matter of market custom, and is
intended to create or reflect only an administrative relationship between
independent contracting parties. The provisions of this ARTICLE IX (other than
Section 9.10) are solely for the benefit of the Agents and the Lenders, and none
of the Credit Parties shall have any rights as a third party beneficiary of the
provisions hereof (other than SECTION 9.10).

          (b) RELEASE OF COLLATERAL. The Lenders irrevocably authorize the
Collateral Agents, at each Collateral Agent's option and in its discretion, to
release any security interest in or Lien on any Collateral granted to or held by
such Collateral Agent (i) upon termination of this Agreement and the other
Senior Finance Documents, termination of the Commitments and all Letters of
Credit, maturity of all Bankers' Acceptances and payment in full of all Senior
Obligations, including all fees and indemnified costs and expenses that are
payable pursuant to the terms of the Senior Finance Documents, (ii) if such
Collateral constitutes property sold or to be sold or disposed of as part of or
in connection with any disposition permitted pursuant to the terms of this
Agreement or (iii) if approved by the Required Lenders or all of the Lenders, as
applicable, pursuant to the terms of SECTION 10.03. Upon the request of either

                                      -163-


Collateral Agent, the Lenders will confirm in writing such Collateral Agent's
authority to release particular types or items of Collateral pursuant to this
SECTION 9.01(b).

          (c) RELEASE OF GUARANTORS. The Lenders irrevocably authorize the
Administrative Agents, at each of such Administrative Agent's option
respectively and in their discretion, to release any Guarantor from its
obligations hereunder if (i) such Guarantor is no longer required to be a
Guarantor pursuant to the terms of this Agreement or (ii) if approved by the
Required Lenders or all of the Lenders, as applicable, pursuant to the terms of
SECTION 10.03. Upon the request of each of the Administrative Agents, the
Lenders will confirm in writing the relevant Administrative Agent's authority to
release a particular Guarantor pursuant to this SECTION 9.01(c).

          SECTION 9.02 DELEGATION OF DUTIES. An Agent may execute any of its
duties hereunder or under the other Senior Finance Documents by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties. An Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it in the absence of gross
negligence or willful misconduct.

          SECTION 9.03 EXCULPATORY PROVISIONS. No Agent or Affiliate or any of
their respective directors, officers, employees or agents shall be (i) liable
for any action lawfully taken or omitted to be taken by any of them under or in
connection herewith or in connection with any of the other Senior Finance
Documents or the transactions contemplated hereby or thereby (except for its own
gross negligence or willful misconduct in connection with its duties expressly
set forth herein (as determined by a court of competent jurisdiction in a final
and non-appealable judgment)) or (ii) responsible in any manner to any of the
Lenders or participants for any recitals, statements, representations or
warranties made by any of the Credit Parties contained herein or in any of the
other Senior Finance Documents or in any certificate, report, document,
financial statement or other written or oral statement referred to or provided
for in, or received by an Agent under or in connection herewith or in connection
with the other Senior Finance Documents, or enforceability or sufficiency
therefor of any of the other Senior Finance Documents, or the validity,
perfection or priority of any of the security interests created by any of the
Security Documents, or for any failure of any Credit Party to perform its
obligations hereunder or thereunder or be required to ascertain or inquire as to
the performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained herein or therein or as to the use of the
proceeds of the Loans or Bankers' Acceptances or the use of the Letters of
Credit or of the existence or possible existence of any Default or Event of
Default or to inspect the properties, books or records of the Credit Parties.

          SECTION 9.04 RELIANCE ON COMMUNICATIONS. The Agents shall be entitled
to rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex, teletype or e-mail message, statement, order or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to any of
the Credit Parties, independent accountants and other experts selected by the
Agents). The Agents may deem and treat each Lender as the owner of its interests
hereunder for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agents in
accordance with SECTION 10.06(b). The Agents shall be fully justified in failing
or refusing to take any action under this Agreement or under any of the other
Senior Finance Documents unless it shall first receive such advice or
concurrence of the Required Lenders (or to the extent specifically provided in
SECTION 10.03, all or the required percentage, as applicable, of the relevant
Lenders) as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Agents shall in all cases be fully protected in acting, or in refraining from
acting,

                                      -164-


hereunder or under any of the other Senior Finance Documents in accordance with
a request of the Required Lenders (or to the extent specifically provided in
SECTION 10.03, all or the required percentage, as applicable, of the relevant
Lenders) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders (including their successors and
assigns). Where this Agreement expressly permits or prohibits an action unless
the Required Lenders (or to the extent specifically provided in SECTION 10.03,
all or the required percentage, as applicable, of the relevant Lenders)
otherwise determine, any Agent shall, and in all other instances an Agent may,
but shall not be required to, initiate any solicitation for the consent or vote
of the Lenders.

          SECTION 9.05 NOTICE OF DEFAULT. An Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless such Agent has received notice from a Lender or a Borrower
referring to the Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". If an Agent receives such a
notice, such Agent shall give prompt notice thereof to each other Agent and the
Lenders. The relevant Administrative Agent, and the relevant Collateral Agent
shall take such actions with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders; PROVIDED, HOWEVER, that
unless and until the relevant Administrative Agent, as applicable, has received
any such direction, such Administrative Agent, as applicable, may (but shall not
be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default or it shall deem advisable or in the
best interest of the Lenders.

          SECTION 9.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY TERM B
ADMINISTRATIVE AGENT OR CANADIAN ADMINISTRATIVE AGENT. Each Lender expressly
acknowledges that no Agent has made any representations or warranties to it and
that no act by any Agent hereinafter taken, including any consent to and
acceptance of any assignment or review of the affairs of any Credit Party or any
Affiliate thereof, shall be deemed to constitute any representation or warranty
by any Agent to any Lender as to any matter, including whether any Agent has
disclosed material information in its possession. Each Lender represents to the
Agents that it has, independently and without reliance upon any Agent or any
other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
assets, operations, property, financial and other condition, prospects and
creditworthiness of the Credit Parties, and all requirements of Law pertaining
to the Transaction, and made its own decision to make its Credit Extensions
hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon any Agent or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Senior Finance
Documents, and to make such investigation as it deems necessary to inform itself
as to the business, assets, operations, property, financial and other
conditions, prospects and creditworthiness of the Borrowers and the other Credit
Parties. Except for notices, reports and other documents expressly required to
be furnished to the Lenders by the Term B Administrative Agent or the Canadian
Administrative Agent, as applicable hereunder, the Agents shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, assets, property, financial or
other conditions, prospects or creditworthiness of any Credit Party or their
respective Affiliates which may come into the possession of any Agent.

          SECTION 9.07 NO RELIANCE ON LEAD ARRANGER'S OR AGENT'S CUSTOMER
IDENTIFICATION PROGRAM. Each Lender acknowledges and agrees that neither such
Lender nor any of its Affiliates, participants or assignees may rely on the Lead
Arrangers or any Agent to carry out such Lender's, Affiliate's, participant's or
assignee's customer identification program, or other obligations required or
imposed under or pursuant to the U.S. Patriot Act or the regulations thereunder,
including the regulations contained in 31 C.F.R. 103.121 (as hereafter amended
or replaced, the "CIP REGULATIONS"), or any other Anti-Terrorism Law, including
any programs involving any of the following items relating to or in

                                      -165-


connection with any of the Credit Parties, their Affiliates or agents, the
Senior Finance Documents or the transactions hereunder or contemplated hereby:
(i) any identification procedures; (ii) and recordkeeping; (iii) comparisons
with government lists, (iv) customer notices; or (v) other procedures required
under the CIP regulations or such other Laws.

          SECTION 9.08 INDEMNIFICATION. Whether or not the transactions
contemplated hereby are consummated, the Lenders agree to indemnify each
Administrative Agent and each Collateral Agent (to the extent not reimbursed by
the Parent Borrower or any other Credit Party and without limiting the
obligation of the Parent Borrower or any other Credit Party to do so), ratably
according to their respective Commitments (or if the Commitments have expired or
been terminated, in accordance with the respective principal amounts of
outstanding Loans, Bankers' Acceptances and Participation Interests of the
Lenders), from and against any and all Indemnified Liabilities which may at any
time (including, without limitation, at any time following payment in full of
the Senior Obligations) be imposed on, incurred by or asserted against any such
Administrative Agent or Collateral Agent in its capacity as such in any way
relating to or arising out of this Agreement or the other Senior Finance
Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by an Administrative Agent or a Collateral Agent under or in connection with any
of the foregoing; PROVIDED that no Lender shall be liable for the payment to any
Administrative Agent or Collateral Agent of any portion of such Indemnified
Liabilities resulting from such Person's gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final and non-
appealable judgment); PROVIDED, HOWEVER, that no action taken in accordance with
the directions of the Required Lenders (or to the extent specifically provided
in SECTION 10.03, all or the required percentage, as applicable, of the relevant
Lenders) shall be deemed to constitute gross negligence or willful misconduct
for purposes of this SECTION 9.08. If any indemnity furnished to an
Administrative Agent or a Collateral Agent for any purpose shall, in the opinion
of such Administrative Agent or Collateral Agent, be insufficient or become
impaired, such Administrative Agent or Collateral Agent may call for additional
indemnity and cease, or not commence, to do the acts indemnified against until
such additional indemnity is furnished. Without limitation of the foregoing,
each Lender shall reimburse each Administrative Agent upon demand for their
ratable share of any costs or out-of-pocket expenses (including reasonable fees
and disbursements of counsel) incurred by such Administrative Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Senior Finance Document, or
any document contemplated by or referred to herein, to the extent that either
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Parent Borrower or any other Credit Party. The agreements in this SECTION 9.08
shall survive the payment of the Senior Obligations and all other obligations
and amounts payable hereunder and under the other Senior Finance Documents.

          SECTION 9.09 AGENTS IN THEIR INDIVIDUAL CAPACITY. Each Agent and its
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire Equity Interests in, and generally engage in any kind of
banking, trust, financial advisory, underwriting and other business with the
Parent Borrower or any other Credit Party or Affiliate thereof as though such
Agent were not an Agent hereunder or under another Senior Finance Document. The
Lenders acknowledge that, pursuant to any such activities, an Agent or its
Affiliates may receive information regarding any Credit Party or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of such Credit Party or such Affiliate) and acknowledge that no Agent
shall be under any obligation to provide such information to them. With respect
to the Loans made by, Letters of Credit issued by, Bankers' Acceptances
accepted by and all obligations owing to it, an Agent shall have the same rights
and powers under this Agreement as any Lender and may exercise the same as
though it was not an Agent, and the terms "Lender" and "Lenders" shall include
each Agent in its individual capacity.

                                      -166-


          SECTION 9.10 SUCCESSOR AGENTS. Any Agent may, at any time, resign upon
30 days' written notice to the Lenders and the Parent Borrower. If an Agent
resigns under a Senior Finance Document, the Required Lenders shall appoint from
among the Lenders a successor Agent, which successor Agent shall be consented to
by the Parent Borrower at all times other than during the existence of an Event
of Default (which consent of the Parent Borrower shall not be unreasonably
withheld or delayed). If no successor Agent shall have been so appointed by the
Required Lenders and shall have accepted such appointment prior to the effective
date of the resignation of the resigning Agent, then the resigning Agent shall
have the right, after consulting with the Lenders and the Parent Borrower, to
appoint a successor Agent; PROVIDED such successor is a Lender hereunder or an
Eligible Assignee. If no successor Agent is appointed prior to the effective
date of the resignation of the resigning Agent, the Administrative Agents may
appoint, after consulting with the Lenders and the Parent Borrower, a successor
Agent from among the Lenders. Upon the acceptance of any appointment as an Agent
hereunder by a successor, such successor Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations as an Agent, as appropriate, under this Agreement and the other
Senior Finance Documents and the provisions of this SECTION 9.10 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was an
Agent under this Agreement. If no successor Term B Administrative Agent has
accepted appointment as Term B Administrative Agent within 60 days after the
retiring Term B Administrative Agent's giving notice of resignation, the
retiring Term B Administrative Agent's resignation shall nevertheless become
effective and the Canadian Administrative Agent shall perform all duties of the
Term B Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor Term B Administrative Agent as provided for above.
If no successor Canadian Administrative Agent has accepted appointment as
Canadian Administrative Agent within 60 days after the retiring Canadian
Administrative Agent's giving notice of resignation, the retiring Canadian
Administrative Agent's resignation shall nevertheless become effective and the
Term B Administrative Agent shall perform all duties of the Canadian
Administrative Agent, hereunder until such time, if any, as the Required Lenders
appoint a successor Canadian Administrative Agent as provided for above.
Likewise, if no successor Collateral Agent has accepted appointment as a
Collateral Agent within 60 days after the retiring Collateral Agent's giving
notice of resignation, the retiring Collateral Agent's resignation shall
nevertheless become effective and the Lenders shall perform all duties of the
relevant Collateral Agent under the Collateral Documents until such time, if
any, as the Required Lenders appoint a successor Collateral Agent (either U.S.
Collateral Agent or Canadian Collateral Agent, as the case may be) as provided
for above.

          SECTION 9.11 CERTAIN OTHER AGENTS. None of the Lenders identified on
the facing page or signature pages of this Agreement as a "co-syndication
agent", "documentation agent", "co-agent", "joint bookrunner", "lead manager"
or "joint lead arranger" shall have any right, power, obligation, liability,
responsibility or duty under the Agreement in their capacity as such. Without
limiting the foregoing, none of the Lenders or any such Person so identified
shall have or be deemed to have any fiduciary relationship to any Lender or
Credit Party. Each Lender acknowledges that it has not relied, and will not
rely, on any of the Lenders or other Persons so identified in deciding to enter
into this Agreement or in taking or not taking action hereunder.

          SECTION 9.12 AGENTS' FEES; LEAD ARRANGERS' FEES. The Parent Borrower
shall pay to the Term B Administrative Agent for its own account, to the
Canadian Administrative Agent for its own account, to the Collateral Agents for
their own account and to the Lead Arrangers, in their capacities as Lead
Arrangers, for their own account, fees in the amounts and at the times
previously agreed upon between the Parent Borrower and the Term B Administrative
Agent, the Canadian Administrative Agent, the Collateral Agents and the Lead
Arrangers, respectively, in each case with respect to this Agreement, the other
Senior Finance Documents and the transactions contemplated hereby and thereby.

                                      -167-


                                    ARTICLE X
                                  MISCELLANEOUS

          SECTION 10.01 NOTICES AND OTHER COMMUNICATIONS.

          (a) GENERAL. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including
by facsimile transmission) and mailed, faxed or delivered, to the address,
facsimile number or (subject to SUBSECTION (c) below) electronic mail address
specified for notices: (i) in the case of the Parent Borrower, the U.S.
Borrower, the Term B Administrative Agent, the Canadian Administrative Agent or
the Swingline Lenders, as set forth on the signature pages hereof; (ii) in the
case of any Issuing Lender, as set forth on the signature pages hereof or in any
applicable agreement pursuant to which such Issuing Lender was designated as an
Issuing Lender hereunder; (iii) in the case of any Lender, as set forth in
SCHEDULE 1.01E hereto or in any applicable Assignment and Acceptance pursuant to
which such Lender became a Lender hereunder; and (iv) in the case of any party,
at such other address as shall be designated by such party in a notice to the
Parent Borrower, the Term B Administrative Agent, the Canadian Administrative
Agent, any Issuing Lender and any Swingline Lender. All such notices and other
communications shall be deemed to be given or made upon the earlier to occur of
(i) actual receipt by the intended recipient and (ii) (A) if delivered by hand
or by courier, when signed for by the intended recipient; (B) if delivered by
mail, four Business Days after deposit in the mails, postage prepaid; (C) if
delivered by facsimile, when sent and receipt has been confirmed by telephone or
electronic confirmation; and (D) if delivered by electronic mail (which form of
delivery is subject to the provisions of SUBSECTION (c) below), when delivered;
PROVIDED, HOWEVER, that notices and other communications to any Administrative
Agent, any Issuing Lender and any Swingline Lender pursuant to ARTICLE II shall
not be effective until actually received by such Person. Any notice or other
communication permitted to be given, made or confirmed by telephone hereunder
shall be given, made or confirmed by means of a telephone call to the intended
recipient at the number specified pursuant to this SECTION 10.01, it being
understood and agreed that a voicemail message shall in no event be effective as
a notice, communication or confirmation hereunder.

          (b) EFFECTIVENESS OF FACSIMILE DOCUMENTS AND SIGNATURES. Senior
Finance Documents may be transmitted and/or signed by facsimile or signed and
delivered by electronic mail in an Adobe PDF document. The effectiveness of any
such documents and signatures shall, subject to requirements of Law, have the
same force and effect as manually signed originals and shall be binding on all
Credit Parties, the Agents and the Lenders. The Term B Administrative Agent or
Canadian Administrative Agent, as applicable, may also require that any such
documents and signatures be confirmed by a manually signed original thereof;
PROVIDED, HOWEVER, that the failure to request or deliver the same shall not
limit the effectiveness of any facsimile document or signature.

          (c) LIMITED USE OF ELECTRONIC MAIL. Except as expressly provided
herein or as may be agreed by the Term B Administrative Agent or Canadian
Administrative Agent, as applicable, in their sole discretion, electronic mail
and internet and intranet websites may be used only to distribute routine
communications, such as financial statements and other information, and to
distribute Senior Finance Documents for execution by the parties thereto and to
distribute executed Senior Finance Documents in Adobe PDF format, and may not be
used for any other purpose.

          (d) RELIANCE BY AGENTS AND LENDERS. The Agents and the Lenders shall
be entitled to rely and act upon any notices purportedly given by or on behalf
of any Borrower or any other Credit Party even if (i) such notices were not made
in a manner specified herein, were incomplete or were not preceded or followed
by any other form of notice specified herein or (ii) the terms thereof, as
understood by the recipient, varied from any confirmation thereof. The
Borrowers, jointly and severally, shall indemnify each Agent and each Lender
from all losses, costs, expenses and liabilities resulting from the

                                      -168-


reliance by such Person on each notice purportedly given by or on behalf of any
Borrower. All telephonic notices to and other communications with the Term B
Administrative Agent or Canadian Administrative Agent, as applicable, in
connection with the Finance Documents may be recorded by the Term B
Administrative Agent, or Canadian Administrative Agent, as applicable, and each
of the parties hereto hereby consents to such recording.

          SECTION 10.02 NO WAIVER; CUMULATIVE REMEDIES. No failure or delay on
the part of an Agent or any Lender in exercising any right, power or privilege
hereunder or under any other Senior Finance Document and no course of dealing
between the Agents or any Lender and any of the Credit Parties shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, power
or privilege hereunder or under any other Senior Finance Document preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege hereunder or thereunder. The rights and remedies provided herein are
cumulative and not exclusive of any rights or remedies which the Agents or any
Lender would otherwise have. No notice to or demand on any Credit Party in any
case shall entitle the Credit Parties to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the
Agents or the Lenders to any other or further action in any circumstances
without notice or demand.

          SECTION 10.03 AMENDMENTS, WAIVERS AND CONSENTS. Neither this Agreement
nor any other Senior Finance Document nor any of the terms hereof or thereof may
be amended, changed, waived, discharged or terminated except, in the case of
this Agreement, pursuant to an agreement or agreements in writing entered into
by the Parent Borrower, the U.S. Borrower and the Required Lenders or, in the
case of any other Senior Finance Document, pursuant to an agreement or
agreements in writing entered into by the Parent Borrower and/or any other
Credit Parties party thereto and each of the Administrative Agents and/or the
Collateral Agents, as applicable; PROVIDED that the foregoing shall not restrict
the ability of the Required Lenders to waive any Event of Default prior to the
time either Administrative Agent shall have declared, or the Required Lenders
shall have requested either Administrative Agent to declare, the Loans,
unreimbursed LC Obligations and BA Reimbursement Obligations immediately due and
payable pursuant to ARTICLE VIII; PROVIDED, HOWEVER, that:

                 (i)    no such amendment, change, waiver, discharge or
     termination shall, without the consent of each Lender directly affected
     thereby or with respect to clauses (I), (J), (K), (L) and (M), the
     requisite percentage of Lenders referred to therein:

                        (A) extend the final maturity of any Loan or the time of
          payment of any reimbursement obligation, or any portion thereof,
          arising from drawings under Letters of Credit or from the maturity of
          any Bankers' Acceptance, or extend or waive any Principal Amortization
          Payment or any portion thereof; PROVIDED that this CLAUSE (A) shall
          not restrict the ability of the Required Lenders to waive any Event of
          Default (other than an Event of Default the waiver of which would
          effectively result in any such extension or waiver), prior to the time
          either Administrative Agent shall have declared, or the Required
          Lenders shall have requested either Administrative Agent to declare,
          the Loans, unreimbursed LC Obligations and BA Reimbursement
          Obligations immediately due and payable pursuant to ARTICLE VIII;

                        (B) reduce the rate, or extend the time of payment, of
          interest on any Loan (other than as a result of waiving the
          applicability of any post-default increase in interest rates) thereon
          or fees hereunder; PROVIDED, HOWEVER, that only the consent of the
          Required Lenders shall be necessary to amend the provisions related to
          the default rate of interest or to waive an obligation of a Borrower
          to pay such default interest;

                                      -169-


                        (C) reduce or waive the principal amount of any Loan,
          any LC Disbursement or any BA Reimbursement Obligation;

                        (D) increase the Commitment of a Lender over the amount
          thereof in effect (it being understood and agreed that a waiver of any
          Default or Event of Default or a mandatory reduction in the
          Commitments shall not constitute a change in the terms of any
          Commitment of any Lender);

                        (E) release all or substantially all of the Collateral
          securing the Senior Obligations hereunder (PROVIDED that either
          Collateral Agent may, without consent from any other Lender, release
          any Collateral that is sold or transferred by a Credit Party in
          compliance with SECTION 7.05 or released in compliance with SECTION
          9.01(b));

                        (F) release any Borrower or substantially all of the
          other Credit Parties from its or their obligations under the Senior
          Finance Documents (PROVIDED that either Administrative Agent may,
          without the consent of any other Lender, release any Guarantor that is
          sold or transferred in compliance with SECTION 7.05 or released in
          compliance with SECTION 9.01(c));

                        (G) amend, modify or waive any provision of SECTIONS
          8.03(a), 2.13, or 2.14 or this SECTION 10.03 or reduce any percentage
          specified in, or otherwise modify, the definition of Required Lenders;

                        (H) consent to the assignment or transfer by any
          Borrower or all or substantially all of the other Credit Parties of
          any of its or their rights and obligations under (or in respect of)
          the Senior Finance Documents, except as permitted thereby;

                        (I) extend the time for, reduce the amount of or modify
          the manner of application of proceeds of any mandatory prepayment
          required by SECTION 2.10(b)(iv), (v), (vi), (vii),(viii), (ix) or (x),
          SECTION 2.10(c) without the prior written consent of Lenders holding
          in the aggregate at least a majority of the outstanding principal
          amount of the Term A Loans and Lenders holding in the aggregate at
          least a majority of the outstanding principal amount of the Term B
          Loans;

                        (J) effect any waiver, amendment or modification that by
          its terms adversely affects the rights, in respect of payments, the
          Collateral or the Guaranties by the Guarantors, of the Lenders holding
          Term A Loans or Revolving Loans differently from those of the Lenders
          holding Term B Loans, without the prior written consent of Lenders
          holding in the aggregate at least a majority of the outstanding
          principal amount of the Term A Loans, Required Canadian Revolving
          Lenders, Required U.S. Revolving Lenders and Lenders holding in the
          aggregate at least a majority of the outstanding principal amount of
          the Term B Loans;

                        (K) effect any waiver of the conditions to funding any
          U.S. Revolving Loan or U.S. Swingline Loan or to issuing any U.S.
          Letter of Credit in each case after the Closing Date, without the
          prior written consent of the Required U.S. Revolving Lenders;

                        (L) effect any waiver of the conditions to funding any
          Canadian Revolving Loan or Canadian Swingline Loan or to issuing any
          Bankers' Acceptance or

                                      -170-


          any Canadian Letter of Credit in each case after the Closing Date,
          without the prior written consent of the Required Canadian Revolving
          Lenders;

                        (M) release any Material Credit Party from its
          obligations under the Senior Finance Documents (PROVIDED that either
          Administrative Agent may, without the consent of any other Lender,
          release any Guarantor that is sold or transferred in compliance with
          SECTION 7.05 or released in compliance with SECTION 9.01(c)) or any
          material portion of the Collateral securing the Senior Obligations
          hereunder (PROVIDED that either Collateral Agent may, without consent
          from any other Lender, release any Collateral that is sold or
          transferred by a Credit Party in compliance with SECTION 7.05 or
          released in compliance with Section 9.01(b)), in each case, without
          the prior written consent of Lenders whose aggregate Credit Exposure
          constitutes more than 75% of the Credit Exposure of all Lenders at
          such time; and

                 (ii)   no provision of ARTICLE IX may be amended without the
     consent of each Administrative Agent and each Collateral Agent, no
     provision of SECTION 2.05 may be amended without the consent of each
     Issuing Lender and no provision of SECTION 2.01(d) may be amended without
     the consent of any Swingline Lender affected thereby.

          Notwithstanding the above, the right to deliver a Payment Blockage
Notice (as defined in the Subordinated Note Indenture), shall reside solely with
either of the Administrative Agents, and either Administrative Agent shall
deliver such Payment Blockage Notice, only upon the direction of the Required
Lenders.

          Notwithstanding the fact that the consent of all the Lenders is
required in certain circumstances as set forth above, (i) each Lender is
entitled to vote as such Lender sees fit on any bankruptcy reorganization plan
that affects the Loans, the Letters of Credit or the Bankers' Acceptances, and
each Lender acknowledges that the provisions of Section 1126(c) of the
Bankruptcy Code supersede the unanimous consent provisions set forth herein and
(ii) the Required Lenders may consent to allow a Credit Party to use cash
collateral in the context of a bankruptcy or insolvency proceeding.

          Furthermore, no election by any Lender holding a Term B Loan to
decline a mandatory prepayment as provided in SECTION 2.10(b)(xi) shall require
the consent of any other Person. The various requirements of this SECTION 10.03
are cumulative. Each Lender and each holder of a Note shall be bound by any
waiver, amendment or modification authorized by this SECTION 10.03 regardless of
whether its Note shall have been marked to make reference therein, and any
consent by any Lender or holder of a Note pursuant to this SECTION 10.03 shall
bind any Person subsequently acquiring a Note from it, whether or not such Note
shall have been so marked.

          SECTION 10.04 EXPENSES. The Borrowers, jointly and severally, agree
(i) to pay or reimburse each Agent for all reasonable costs and expenses
incurred in connection with the preparation, negotiation and execution of this
Agreement and the other Senior Finance Documents and any amendment, waiver,
consent or other modification of the provisions hereof and thereof (whether or
not the transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and
thereby, including all reasonable fees, disbursements and other charges of
Fried, Frank, Harris, Shriver & Jacobson LLP, U.S. counsel for the
Administrative Agents and McCarthy Tetrault LLP, the Canadian counsel for the
Administrative Agents, and (ii) to pay or reimburse each Agent and each Lender
for all reasonable costs and expenses incurred in connection with the
enforcement, attempted enforcement or preservation of any rights or remedies
under this Agreement or the other Senior Finance Documents (including all such
costs and expenses incurred during any "workout" or restructuring in respect of
the Senior Obligations and during any legal

                                      -171-


proceeding, including any proceeding under any bankruptcy or insolvency
proceeding), including all reasonable fees and disbursements of counsel
(including the allocated charges of internal counsel) and other consultants. The
foregoing costs and expenses shall include all search, filing, recording, title
insurance and appraisal charges and fees and taxes related thereto, and other
reasonable out-of-pocket expenses incurred by any Agent and the cost of
independent public accountants and other outside experts retained by or on
behalf of any Agent or any Lender. The agreements in this SECTION 10.04 shall
survive the termination of the Commitments and repayment of all Senior
Obligations.

          SECTION 10.05 INDEMNIFICATION; WAIVER OF CONSEQUENTIAL DAMAGES, ETC.

          (a) INDEMNIFICATION. Whether or not the transactions contemplated
hereby are consummated, the Borrowers, jointly and severally, agree to
indemnify, save and hold harmless each Agent, each Lender and their respective
Affiliates, directors, officers, trustees, employees, counsel, agents, advisors,
representatives and attorneys-in-fact and their respective successors and
assigns (collectively, the "INDEMNITEES") from and against: (i) any and all
claims, demands, actions or causes of action joint or several that are asserted
against any Indemnitee by any Person (other than the Administrative Agents or
any Lender) relating directly or indirectly to a claim, demand, action or cause
of action that such Person asserts or may assert against any Credit Party, any
Affiliate of any Credit Party or any of their respective officers or directors;
(ii) any and all claims, demands, actions or causes of action joint or several
that may at any time (including at any time following repayment of the Senior
Obligations and the resignation or removal of any Agent or the replacement of
any Lender) be asserted or imposed against any Indemnitee, arising out of or
relating to, the Transaction, the Senior Finance Documents, any predecessor
Senior Finance Documents, the Commitments, the use of or contemplated use of the
proceeds of any Credit Extension, or the relationship of any Credit Party, any
Agent and the Lenders under this Agreement or any other Senior Finance Document
or from any actual or alleged presence or release of Hazardous Materials on or
from any property owned or operated by any Group Company, or any Environmental
Liability related in any way to any Group Company; (iii) any administrative or
investigative proceeding by any Governmental Authority arising out of or related
to a claim, demand, action or cause of action described in CLAUSE (i) or (ii)
above; and (iv) any and all liabilities (including liabilities under
indemnities), losses, costs or expenses (including fees and disbursements of
counsel) that any Indemnitee suffers or incurs as a result of the assertion of
any foregoing claim, demand, action, cause of action or proceeding, or as a
result of the preparation of any defense in connection with any foregoing claim,
demand, action, cause of action or proceeding, in all cases, and whether or not
an Indemnitee is a party to such claim, demand, action, cause of action, or
proceeding (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES");
PROVIDED that no Indemnitee shall be entitled to indemnification for any claim
to the extent such claim is determined by a court of competent jurisdiction in a
final and non-appealable judgment to have been caused by its own gross
negligence or willful misconduct. In the case of an investigation, litigation or
other proceeding to which the indemnity in this SECTION 10.05 applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by any Credit Party, its directors, shareholders or
creditors or an Indemnitee or any other Person or any Indemnitee is otherwise a
party thereto and whether or not the transactions contemplated hereby are
consummated. Each of the Borrowers agrees not to assert or to permit any of
their respective Subsidiaries to assert any claim against any Agent, any Lender,
any of their Affiliates or any of their respective directors, officers,
employees, attorneys, agents, representatives and advisers on any theory of
liability, for special, indirect, consequential or punitive damages arising out
of or otherwise relating to the Finance Documents, any of the transactions
contemplated herein or therein or the actual or proposed use of the proceeds of
the Loans, the Letters of Credit or the Bankers' Acceptances. Without prejudice
to the survival of any other agreement of the Credit Parties hereunder and under
the other Senior Finance Documents, the agreements and obligations of the Credit
Parties contained in this SECTION 10.05 shall survive the repayment of the
Loans, LC Obligations, BA Reimbursement Obligations and other obligations under
the Senior Finance Documents and the termination of the Commitments hereunder.

                                     -172-


          (b) WAIVER OF CONSEQUENTIAL DAMAGES, ETC. To the fullest extent
permitted by applicable law, no Credit Party shall assert, and hereby waives,
any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement,
any other Senior Finance Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of
Credit or the use of the proceeds thereof. No Indernnitee referred to in this
Agreement shall be liable for any damages arising from the use by unintended
recipients of any information or other material distributed by it through
telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Loan documents or the transactions
contemplated hereby or thereby, except in the case of Indemnities, gross
negligence or willful misconduct.

          SECTION 10.06 SUCCESSORS AND ASSIGNS.

          (a) GENERALLY. This Agreement shall be biding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto; PROVIDED that none of the Credit Parties may assign or transfer
any of its interests and obligations without the prior written consent of either
the Required Lenders or the Lenders, as the terms set forth in SECTION 10.03 may
require;

          (b) ASSIGNMENTS. Any Lender may assign all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a
portion of its Loans, its Notes, its Commitments, Bankers' Acceptances accepted
and purchased by it and any Participation Interest in Letters of Credit and
Swingline Loans held by it); PROVIDED, HOWEVER, that

                 (i)    each such assignment shalI be to an Eligible Assignee;

                 (ii)   except in the case of an assignment to another Lender,
     an Affiliate of a Lender or any Approved Fund (A) the aggregate amount of
     the U.S. Revolving Commitment of the assigning Lender subject to such
     assignment (determined as of the date the Assignment and Acceptance with
     respect to such assignment is delivered to the Canadian Administrative
     Agent or, if a "Trade Date" is specified in the Assignment and Acceptance,
     as of the Trade Date) shall not, without the consent of the Canadian
     Administrative Agent and, if no Default or Event of Default has occurred
     and is continuing at the time of such assignment, the U.S. Borrower, be
     less than US$5,000,000 and an integral multiple of US$1,000,000 (or such
     lesser amount as shall equal the assigning Lender's entire U.S. Revolving
     Commitment), (B) the aggregate amount of the Canadian Revolving Commitment
     of the assigning Lender subject to such assignment (determined as of the
     date the Assignment and Acceptance with respect to such assignment is
     delivered to the Canadian Administrative Agent or, if a "Trade Date" is
     specified in the Assignment and Acceptance, as of the Trade Date) shall
     not, without the consent of the Canadian Administrative Agent and, if no
     Default or Event of Default has occurred and is continuing, the Parent
     Borrower, be less than US$5,000,000 (or the Canadian Dollar Equivalent
     thereof) and an integral multiple of US$1,000,000 (or the Canadian Dollar
     Equivalent thereof) (or such lesser amount as shall equal the assigning
     Lender's entire Canadian Revolving Commitment), and (C) the aggregate
     amount of any Term A Loans or Term B Loans of an assigning Lender subject
     to each such assignment (determined as of the date the Assignment and
     Acceptance with respect to such assignment is delivered to the relevant
     Administrative Agent or, if a "Trade Date" is specified in the Assignment
     and Acceptance, as of the Trade Date) shall not, without the consent of the
     Term B Administrative Agent (in the case of Term B Loans) and the Canadian
     Administrative Agent (in the case of Term A Loans) and, if no Default or
     Event of Default has occurred and is continuing at the time of such
     assignment, the Parent Borrower, be less (with respect to either Class of
     Term Loans) than US$1,000,000, and an integral multiple of

                                      -173-


     US$1,000,000 (or such lesser amount as shall equal the assigning Lender's
     entire Term Loans of the applicable Class owing to it);

                 (iii)  each such assignment by a Lender shall be of a constant,
     and not varying, percentage of all rights and obligations in respect of a
     particular Class of Commitments under this Agreement and the other Senior
     Finance Documents;

                 (iv)   the parties to such assignment shall, in the sole
     discretion of the relevant Administrative Agent, either (A) electronically
     execute and deliver to the Term B Administrative Agent (in the case of an
     assignment of the Term B Loans) or the Canadian Administrative Agent (in
     the case of an assignment of the U.S. Revolving Commitments, Canadian
     Revolving Commitments or Term A Loans) an Assignment and Acceptance via an
     electronic settlement system acceptable to the relevant Administrative
     Agent (which initially shall be Clearpar, LLC) or (B) execute and deliver
     to the relevant Administrative Agent and, only with respect to any
     assignment of all or a portion of the U.S. Revolving Committed Amount or
     Canadian Revolving Committed Amount, the relevant Issuing Lenders for their
     acceptance an Assignment and Acceptance, in each case together with any
     Note subject to such assignment and a processing fee of US$3,500, payable
     or agreed between the assigning Lender and the assignee (which shall not be
     required to be paid by the Borrowers); PROVIDED that no processing fee
     shall be payable with respect to assignments among Initial Lenders, their
     Affiliates or their Approved Funds; and

                 (v)    each such assignment by a Revolving Lender to an
     assignee of all or a portion of its Revolving Commitment Percentage shall
     be accompanied by a concurrent assignment by an Affiliated Revolving Lender
     of the assignor of the same Revolving Commitment Percentage to an
     Affiliated Revolving Lender of the assignee.

          (c) ASSIGNMENT AND ACCEPTANCE. By executing and delivering an
Assignment and Acceptance in accordance with this SECTION 10.06, the assigning
Lender thereunder and the assignee thereunder shall be deemed to confirm to and
agree with each other and the other parties hereto as follows: (i) such
assigning Lender warrants that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim and the
assignee warrants that it is an Eligible Assignee; (ii) except as set forth in
CLAUSE (i) above, such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement, any of the other
Senior Finance Documents or any other instrument or document furnished pursuant
hereto or thereto, or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement, any of the other Senior
Finance Documents or any other instrument or document furnished pursuant hereto
or thereto or the financial condition of the Credit Parties or the performance
or observance by any Credit Party of any of its obligations under this
Agreement, any of the other Senior Finance Documents or any other instrument or
document furnished pursuant hereto or thereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such assignment
agreement; (iv) such assignee confirms that it has received a copy of this
Agreement, the other Senior Finance Documents, together with copies of the most
recent financial statements delivered pursuant to SECTION 6.01 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (v) such
assignee will independently and without reliance upon either Administrative
Agent, any Issuing Lender, any Swingline Lender, such assigning Lender or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and the other Senior Finance Documents;
(vi) such assignee appoints and authorizes each of the Administrative Agents and
the Collateral Agents to take such action on its behalf and to exercise such
powers under this Agreement or any other Senior Finance Document as are
delegated to such Persons by the terms hereof or thereof, together with such

                                      -174-


powers as are reasonably incidental thereto; and (vii) such assignee agrees that
it will perform in accordance with their terms all the obligations which by the
terms of this Agreement and the other Senior Finance Documents are required to
be performed by it as a Lender. Upon execution, delivery, and acceptance of such
Assignment and Acceptance, the assignee thereunder shall be a party hereto and,
to the extent of such assignment, have the obligations, rights, and benefits of
a Lender hereunder and the assigning Lender shall, to the extent of such
assignment, relinquish its rights and be released from its obligations under
this Agreement. Upon the consummation of any assignment pursuant to this SECTION
10.06(c), the assignor, the relevant Administrative Agent and the Credit Parties
shall make appropriate arrangements so that, if required, new Notes are issued
to the assignor and the assignee. In the case of an assignment of U.S. Revolving
Commitments or Term B Loans, if the assignee is not a "United States person"
under Section 7701(a)(30) of the Code, it shall deliver to the U.S. Borrower and
the relevant Administrative Agent forms and certificates in accordance with
SECTION 3.01. In addition, if applicable, the assignee shall deliver to the
relevant Administrative Agent the information referred to in SECTION 10.22.

          (d) REGISTER. Each Borrower hereby designates the relevant
Administrative Agent to serve as such Borrower's agent, solely for purposes of
this SUBSECTION 10.06(d), to (i) maintain a register (the "REGISTER") on which
the relevant Administrative Agent will record the Commitments from time to time
of each Lender, the Loans and Bankers' Acceptances made by each Lender and each
repayment in respect of the principal amount of the Loans and Bankers'
Acceptances of each Lender and to (ii) retain a copy of each Assignment and
Acceptance delivered to such Administrative Agent pursuant to this SECTION
10.06. Failure to make any such recordation, or any error in such recordation,
shall not affect any Borrower's obligation in respect of such Loans or such
Bankers' Acceptances. The entries in the Register shall be conclusive, in the
absence of manifest error, and each Borrower, the relevant Administrative Agent,
the Issuing Lenders and the Lenders shall treat each Person in whose name a Loan
and the Note evidencing the same or Bankers' Acceptance is registered as the
owner thereof for all purposes of this Agreement, notwithstanding notice or any
provision herein to the contrary. With respect to any Lender, the assignment or
other transfer of the Commitments of such Lender and the rights to the principal
of, and interest on, any Loan made, Bankers' Acceptance issued and any Note
issued pursuant to this Agreement shall not be effective until such assignment
or other transfer is recorded on the Register and, except to the extent provided
in this SUBSECTION 10.06(d), otherwise complies with this Section 10.06, and
prior to such recordation all amounts owing to the transferring Lender with
respect to such Commitments, Loans, Bankers' Acceptances and Notes shall remain
owing to the transferring Lender. The registration of assignment or other
transfer of all or part of any Commitments, Loans, Bankers' Acceptances and
Notes for a Lender shall be recorded by the relevant Administrative Agent on the
Register only upon the acceptance by such Administrative Agent of a properly
executed and delivered Assignment and Acceptance and payment of the
administrative fee referred to in SECTION 10.06(b)(iv). The Register shall be
available at the offices where kept by such Administrative Agent for inspection
by any Borrower and any Lender at any reasonable time upon reasonable prior
notice to such Administrative Agent. The Parent Borrower may not replace any
Lender pursuant to SECTION 2.1 (c), unless, with respect to any Notes held by
such Lender, the requirements of SUBSECTION 10.06(b) and this SUBSECTION
10.06(d) have been satisfied.

          (e) PARTICIPATIONS. Each Lender may, without the consent of any
Borrower, the Issuing Lenders, the Swingline Lenders or any Administrative
Agent, sell participations to one or more Persons in all or a portion of its
rights, obligations or rights and obligations under this Agreement (including
all or a portion of its Loans, its Notes, its Commitments, Bankers' Acceptances
accepted and purchased by it and any Participation Interest in Letters of Credit
and Swingline Loans held by it); PROVIDED, HOWEVER, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, (iii) the participant shall be entitled to the benefit of the
right of set-off contained in SECTION 10.08 and the yield protection

                                      -175-


provisions contained in SECTIONS 3.01,3.05 and 3.06 to the same extent that the
Lender from which such participant acquired its participation would be entitled
to the benefits of such yield protection provisions (and such participant shall
be entitled to the gross-up payments under those Sections only to the extent
they do not exceed the gross-up payments to which the Lender from which such
participant acquired its participation would be entitled to), (iv) the Credit
Parties, the Administrative Agents, the Issuing Lenders, the Swingline Lenders
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement, and such Lender shall retain the sole right to enforce the
obligations of the Credit Parties relating to the Senior Obligations owing to
such Lender, (v) such Lender shall not be permitted to delegate any voting
rights to such participant or grant such participant veto rights with respect to
any voting rights of such Lender (other than with respect to CLAUSES (i)(A),
(i)(B) or (i)(C)of SECTION 10.03), and (vi) the participant shall be bound by
SECTION 3.01(d), (e), (f) and (g) and, with respect to Canadian Revolving Loans,
Term A Loans and Bankers' Acceptances, 10.06(j) as though it were a Lender.

          (f) CERTAIN RIGHTS OF ISSUING LENDERS. If S&P or Moody's shall, after
the date that any Revolving Lender becomes a Revolving Lender, downgrade the
long-term certificate of deposit ratings or long-term senior unsecured debt
ratings of such Revolving Lender (or the parent company thereof), and the
resulting ratings shall be BBB+ or Baal or lower, respectively, or the
equivalent, then any relevant Issuing Lender shall have the right, but not the
obligation, at its own expense, upon notice to such Revolving Lender and the
relevant Administrative Agent, to replace (or to request the Parent Borrower, at
the sole expense of such Issuing Lender, to use its reasonable efforts to
replace) such Revolving Lender with respect to such Revolving Lender's Revolving
Commitment with an assignee (in accordance with and subject to the restrictions
contained in SECTION 10.06(b)), and such Revolving Lender hereby agrees to
transfer and assign without recourse (in accordance with and subject to the
restrictions contained in SECTION 10.06(b)) all its interests, rights and
obligations in respect of its Revolving Commitment to such assignee; PROVIDED,
HOWEVER, that (i) no such assignment shall conflict with any Law, rule or
regulation or order of any Governmental Authority and (ii) such Issuing Lender
or such assignee, as the case may be, shall pay to such Revolving Lender in
immediately available funds on the date of such assignment the principal of and
interest accrued to the date of payment on the Revolving Loans made by such
Revolving Lender hereunder, the amount of Letter of Credit Disbursements, BA
Reimbursement Obligations and Refunded Swingline Loans funded by such Revolving
Lender together with interest accrued thereon to the date of payment and all
other amounts accrued for such Revolving Lender's account or owed to it
hereunder in respect of either thereof.

          (g) OTHER ASSIGNMENTS. Any Lender may at any time (i) assign all or
any portion of its rights under this Agreement and any Notes to a Federal
Reserve Bank, (ii) pledge or assign a security interest in all or any portion of
its interest and rights under this Agreement (including all or any portion of
its Notes, if any) to secure obligations of such Lender and (iii) grant to an
SPC referred to in SUBSECTION below identified as such in writing from time to
time by such Lender to the relevant Administrative Agent and the Parent Borrower
the option to provide to the Borrowers all or any part of any Loans that such
Lender would otherwise be obligated to make to any Borrower pursuant to this
Agreement; PROVIDED that (x) no such assignment, option, pledge or security
interest shall release a Lender from any of its obligations hereunder or
substitute any such Federal Reserve bank or other Person to which such option,
pledge or assignment has been made for such Lender as a party hereto and (y) the
recipient of such assignment, option, pledge or security interest shall not be
entitled to any gross-up payments under SECTIONS 3.01 or 3.05 that exceed the
gross-up payments to which the relevant Lender would have been entitled under
those Sections.

          (h) INFORMATION. Any Lender may furnish any information concerning any
Credit Party or any of their respective Subsidiaries in the possession of such
Lender from time to time to assignees and

                                      -176-


participants (including prospective assignees and participants), subject,
however, to the provisions of SECTION 10.07.

          (i) OTHER FUNDING VEHICLES. Notwithstanding anything to the
contrary contained herein, any Lender (a "GRANTING LENDER") may grant to a
special purpose funding vehicle (an "SPC") the option to fund all or any part
of any Loan or accept all or any portion of any Bankers' Acceptance that such
Granting Lender would otherwise be obligated to fund or accept pursuant to
this Agreement; PROVIDED that (i) nothing herein shall constitute a
commitment by any SPC to fund any Loan or accept any Bankers' Acceptance,
(ii) if an SPC elects not to exercise such option or otherwise fails to fund
all or any part of such Loan or accept all or any portion of any such
Bankers' Acceptance, the Granting Lender shall be obligated to fund such Loan
or accept such Bankers' Acceptance pursuant to the terms hereof, (iii) no SPC
shall have any voting rights pursuant to SECTION 10.03 and (iv) with respect
to notices, payments and other matters hereunder, the Borrowers, the
Administrative Agents and the Lenders shall not be obligated to deal with an
SPC, but may limit their communications and other dealings relevant to such
SPC to the applicable Granting Lender. The funding of a Loan or acceptance of
any Bankers' Acceptance by an SPC hereunder shall utilize the relevant
Revolving Commitment of the Granting Lender to the same extent that, and as
if, such Loan were funded or such Bankers' Acceptance were accepted by such
Granting Lender. Each party hereto hereby agrees that no SPC shall be liable
for any indemnity or payment under this Agreement for which a Lender would
otherwise be liable for so long as, and to the extent, the Granting Lender
provides such indemnity or makes such payment. Notwithstanding anything to
the contrary contained in this Agreement, any SPC may disclose on a
confidential basis any non-public information relating to its funding of
Loans and/or acceptance of Bankers' Acceptances to any rating agency,
commercial paper dealer or provider of any surety or guarantee to such SPC.
This SUBSECTION (i) may not be amended without the prior written consent of
each Granting Lender, all or any part of whose Loan is being funded or whose
Bankers' Acceptances have been accepted by an SPC at the time of such
amendment.

          (j) CANADIAN NON-RESIDENT. Each Person that is or becomes a Lender,
Administrative Agent or Issuing Lender in respect of the Term A Loans, the
Canadian Revolving Loans or Bankers' Acceptances shall (i) promptly confirm to
the Parent Borrower and the Administrative Agents that it is a Canadian Resident
and shall deliver to the Parent Borrower and the Administrative Agents such
certificates, forms, documents or other evidence as may be applicable and
determined by the Parent Borrower, acting reasonably, to be reasonably
satisfactory to establish that such Person is a Canadian Resident and (ii) if it
becomes a Person other than a Canadian Resident promptly notify the Parent
Borrower in writing that it is not a Canadian Resident.

          SECTION 10.07 CONFIDENTIALITY AND DISCLOSURE. (a) Each of the
Administrative Agents and the Lenders agrees to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed (i)
to its and its Affiliates' directors, officers, employees, trustees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential); (ii) to the extent requested by any regulatory (including
self-regulatory) authority (in which case such Administrative Agent or such
Lender, as applicable, shall use reasonable efforts to notify the Parent
Borrower prior to such disclosure); (iii) to the extent required by applicable
Laws or regulations or by any subpoena or similar legal process; (iv) to any
other party to this Agreement; (v) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder; (vi) subject to an agreement containing
provisions substantially the same as those of this SECTION 10.07, to (A) any
Eligible Assignee of or participant in, or any prospective Eligible Assignee of
or participant in, any of its rights or obligations under this Agreement or (B)
any direct or indirect contractual counterparty or prospective counterparty (or
such contractual counterparty's or prospective counterparty's professional
advisor) to

                                      -177-


any credit derivative transaction relating to obligations of any Borrower; (vii)
with the consent of the Parent Borrower; (viii) to the extent such information
(A) becomes publicly available other than as a result of a breach of this
Section or (B) becomes available to an Agent or any Lender on a nonconfidential
basis from a source other than the Parent Borrower; or (ix) to the National
Association of Insurance Commissioners or any other similar organization or any
nationally recognized rating agency that requires access to information about a
Lender's or its Affiliates' investment portfolio in connection with ratings
issued with respect to such Lender or its Affiliates. For the purposes of this
SECTION 10.07, "INFORMATION" means all information received from the Parent
Borrower relating to the Parent Borrower or its business, other than any such
information that is available to the Administrative Agents or any Lender on a
nonconfidential basis prior to disclosure by the Parent Borrower; PROVIDED that,
in the case of information received from the Parent Borrower after the date
hereof, such information is clearly identified in writing at the time of
delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this SECTION 10.07 shall be considered to have
complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. Notwithstanding the
foregoing, any Agent and any Lender may place advertisements in financial and
other newspapers and periodicals or on a home page or similar place for
dissemination of information on the Internet or worldwide web as it may choose,
and circulate similar promotional materials, after the closing of the
transactions contemplated by this Agreement in the form of a "tombstone" or
otherwise describing the names of the Credit Parties, or any of them, and the
amount, type and closing date of such transactions, all at their sole expense.

          (b) Notwithstanding the foregoing or any other contrary provision in
this Agreement or any other Senior Finance Documents, the parties hereto hereby
agree that, from the commencement of discussions with respect to the
Transactions and the Senior Finance Documents, each of the parties hereto and
each of their respective employees, representatives and other agents may
disclose to any and all Persons, without limitation of any kind, the tax
treatment and tax structure (as such terms are used in Sections 6011, 6111 and
6112 of the Code and the Treasury Regulations promulgated thereunder) of the
Senior Finance Documents and the Transaction and all materials of any kind
(including opinions or other tax analyses) that are provided to any of the
parties hereto relating to such tax treatment and tax structure, other than any
information for which nondisclosure is reasonably necessary in order to comply
with applicable securities laws.

          SECTION 10.08 SET-OFF. In addition to any rights now or hereafter
granted under applicable Law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each Lender (and each of its Affiliates) is authorized at any time and
from time to time, without presentment, demand, protest or other notice of any
kind (all of such rights being hereby expressly waived), to set-off and to
appropriate and apply any and all deposits (general or specific) and any other
indebtedness at any time held or owing by such Lender (including, without
limitation, branches, agencies or Affiliates of such Lender wherever located) to
or for the credit or the account of any Credit Party against obligations and
liabilities of such Credit Party then due to the Lenders hereunder, under the
Notes, under the other Senior Finance Documents or otherwise, irrespective of
whether the Administrative Agents or the Lenders shall have made any demand
hereunder and although such obligations, liabilities or claims, or any of them,
may be contingent or unmatured, and any such set-off shall be deemed to have
been made immediately upon the occurrence of an Event of Default even though
such charge is made or entered on the books of such Lender subsequent thereto.
The Credit Parties hereby agree that to the extent permitted by Law any Person
purchasing a participation in the Loans, Commitments and LC Obligations
hereunder pursuant to SECTION 2.01(d), 2.05(a) or (e), 2.14 or 10.06(e) may
exercise all rights of set-off with respect to its participation interest as
fully as if such Person were a Lender hereunder and any such set-off shall
reduce the amount owed by such Credit Party to the Lender.

                                      -178-


          SECTION 10.09 INTEREST RATE LIMITATION.

          (a) GENERAL INTEREST RATE PROVISIONS. Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts that are treated as interest
on such Loan under applicable Law (collectively, the "CHARGES"), shall exceed
the maximum lawful rate (the "MAXIMUM RATE") that may be charged or contracted
for, charged or otherwise received by the Lender holding such Loan in accordance
with applicable Law, the rate of interest payable in respect of such Loan
hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this SECTION 10.09, shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such Lender
shall have received such cumulated amount, together with interest thereon at the
Federal Funds Rate to the date of payment.

          (b) CANADIAN INTEREST PROVISIONS.

                 (i)    Notwithstanding the generality of CLAUSE (a) above, if
     any provision of this Agreement would obligate any party hereto to make any
     payment of interest or other amount payable to any Canadian Revolving
     Lender in an amount or calculated at a rate which would be prohibited by
     law or would result in a receipt by such Canadian Revolving Lender of
     interest at a criminal rate (as such terms are construed under the Criminal
     Code (Canada)), then notwithstanding such provision, such amount or rate
     shall be deemed to have been adjusted with retroactive effect to the
     maximum amount or rate of interest, as the case may be, as would not be so
     prohibited by law or so result in a receipt by such Canadian Revolving
     Lender of interest at a criminal rate, such adjustment to be effected, to
     the extent necessary, as follows:

                        (A) FIRST, by reducing the amount or rates of interest
          required to be paid under SECTION 2.07; and

                        (B) THEREAFTER, by reducing any fees, commissions,
          premiums and other amounts which would constitute interest for
          purposes of Section 347 of the Criminal Code (Canada).

                 (ii)   If, notwithstanding the provisions of CLAUSE (i) of this
     SECTION 10.09(b), and after giving effect to all adjustments contemplated
     thereby, any Canadian Revolving Lender shall have received an amount in
     excess of the maximum permitted by such clause, then the party having paid
     such amount shall be entitled, by notice in writing to such Canadian
     Revolving Lender, to obtain reimbursement from such Canadian Revolving
     Lender of an amount equal to such excess, and, pending such reimbursement,
     such amount shall be deemed to be an amount payable by such Canadian
     Revolving Lender to such party.

                 (iii)  Any amount or rate of interest referred to in this
     SECTION 10.09(b) shall be determined in accordance with generally accepted
     accounting practices and principles as an effective annual rate of interest
     over the term of any Canadian Revolving Loan on the assumption that any
     charges, fees or expenses that fall within the meaning of "interest" (as
     defined in the Criminal Code (Canada)) shall, if they relate to a specific
     period of time, be prorated over that period of time and otherwise be
     prorated over the period from the Closing Date to the Revolving Termination
     Date and, in the event of dispute, a certificate of a Fellow of the
     Canadian Institute of Chartered Accountants appointed by the Administrative
     Agents shall be conclusive for the purposes of such determination absent
     manifest error.

                                      -179-



          SECTION 10.10 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this Agreement to produce or account
for more than one such counterpart.

          SECTION 10.11 INTEGRATION. This Agreement, together with the other
Senior Finance Documents, comprises the complete and integrated agreement of the
parties on the subject matter hereof and thereof and supersedes all prior
agreements, written or oral, on such subject matter. In the event of any
conflict between the provisions of this Agreement and those of any other Senior
Finance Document, the provisions of this Agreement shall control; PROVIDED that
the inclusion of supplemental rights or remedies in favor of the Administrative
Agents or the Lenders in any other Senior Finance Document shall not be deemed a
conflict with this Agreement. Each Senior Finance Document was drafted with the
joint participation of the respective parties thereto and shall be construed
neither against nor in favor of any party, but rather in accordance with the
fair meaning thereof.

          SECTION 10.12 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder and in any other Senior Finance
Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by
the Agents and each Lender, regardless of any investigation made by any Agent or
any Lender or on their behalf and notwithstanding that any Agent or any Lender
may have had notice or knowledge of any Default or Event of Default at the time
of any Credit Extension, and shall continue in full force and effect as long as
any Loan or any other Senior Obligation shall remain unpaid or unsatisfied or
any Letter of Credit or Bankers' Acceptance shall remain outstanding.

          SECTION 10.13 SEVERABILITY. Any provision of this Agreement and the
other Senior Finance Documents to which any Credit Party is a party that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions thereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          SECTION 10.14 HEADINGS. The headings of the sections and subsections
hereof are provided for convenience only and shall not in any way affect the
meaning or construction of any provision of this Agreement.

          SECTION 10.15 DEFAULTING LENDERS. Each Lender understands and agrees
that if such Lender is a Defaulting Lender then, notwithstanding the provisions
of SECTION 10.03, it shall not be entitled to vote on any matter requiring the
consent of the Required Lenders or to object to any matter requiring the consent
of all the Lenders adversely affected thereby; PROVIDED, HOWEVER, that all other
benefits and obligations under the Senior Finance Documents shall apply to such
Defaulting Lender, except as provided in SECTION 2.03(e).

          SECTION 10.16 GOVERNING LAW; SUBMISSION TO JURISDICTION.

          (a) THIS AGREEMENT AND THE OTHER SENIOR FINANCE DOCUMENTS (OTHER THAN
LETTERS OF CREDIT AND BANKERS' ACCEPTANCES AND OTHER THAN AS EXPRESSLY SET
FORTH IN SUCH OTHER SENIOR FINANCE DOCUMENTS) AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WlTH THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING, WITHOUT LIMITATION,

                                      -180-


SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES. EACH LETIER OF CREDIT SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN
SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, (i) THE RULES
OF THE "INTERNATIONAL STANDBY PRACTICES 1998" PUBLISHED BY THE INSTITUTE OF
INTERNATIONAL BANKING LAW & PRACTICE (OR SUCH LATER VERSION AS MAY BE IN EFFECT
AT THE TIME OF ISSUANCE) AND (ii) THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE,
PUBLICATION NO. 500 AND, AS TO MATTERS NOT GOVERNED BY SUCH UNIFORM CUSTOMS, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES. EACH BANKERS' ACCEPTANCE SHALL BE GOVERNED BY
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
PROVINCE OF QUEBEC, CANADA, WITHOUT REGARD TO CONFLICTS OF LAWS. Any legal
action or proceeding with respect to this Agreement or any other Senior Finance
Document may be brought in the courts of the State of New York in New York
County, or of the United States for the Southern District of New York, and, by
execution and delivery of this Agreement, each Borrower hereby irrevocably
accepts for itself and in respect of its property, generally and unconditional,
the nonexclusive jurisdiction of such courts. Each Borrower irrevocably waives,
to the fullest extent permitted by Law, any objection which it may now or
hereafter have to the laying of the venue of any such proceeding brought in such
court and any claim that any such proceeding brought in any such court has been
brought in an inconvenient forum.

          (b) Each of the Borrowers hereby irrevocably appoints C.T. Corporation
System its authorized agent to accept and acknowledge service of any and all
process which may be served in any suit, action or proceeding of the nature
referred to in this SECTION 10.16 and consents to process being served in any
such suit, action or proceeding upon C.T. Corporation System in any manner or by
the mailing of a copy thereof by registered or certified mail, postage prepaid,
return receipt requested, to the Parent Borrower's (in the case of service of
process upon the Parent Borrower) or the U.S. Borrower's (in the case of service
of process on the U.S. Borrower) address referred to in SECTION 10.03, as the
case may be. Each of the Parent Borrower and each other Borrower agrees that
such service (i) shall be deemed in every respect effective service of process
upon it in any such suit, action or proceeding and (ii) shall, to the fullest
extent permitted by Law, be taken and held to be valid personal service upon and
personal delivery to it. Nothing in this SECTION 10.16 shall affect the right of
any Lender to serve process in any manner permitted by Law or limit the right of
any Lender to bring proceedings against the Parent Borrower or any other
Borrower in the courts of any jurisdiction or jurisdictions.

          SECTION 10.17 WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY SENIOR FINANCE DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO ANY SENIOR FINANCE DOCUMENT, OR THE TRANSACTIONS
RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.17 WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY. EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE,

                                      -181-


AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 10.17.

          SECTION 10.18 BINDING EFFECT. This Agreement shall become effective at
such time when it shall have been executed by the Parent Borrower, the U.S.
Borrower, each Administrative Agent shall have received copies hereof (telefaxed
or otherwise) which, when taken together, bear the signatures of each Lender,
and thereafter this Agreement shall be binding upon and inure to the benefit of
the Parent Borrower, the U.S. Borrower, each Agent and each Lender and their
respective successors and assigns; PROVIDED, HOWEVER, unless the conditions set
forth in SECTION 4.01 have been satisfied by the Credit Parties or waived by the
Lenders on or before August 31, 2004, none of the Borrowers, any Agent or the
Lenders shall have any obligations under this Agreement.

          SECTION 10.19 SOURCE OF FUNDS. Each of the Lenders hereby represents
and warrants to each Borrower that at least one of the following statements is
an accurate representation as to the source of funds to be used by such Lender
in connection with the financing hereunder (referred to in this SECTION 10.19 as
a "SOURCE"):

                 (i)    the Source does not include assets of any employee
     benefit plan, other than a plan exempt from the coverage of ERISA;

                 (ii)   the Source is either a "plan" as such term is defined in
     Section 3(3) of ERISA or Section 4975(e) of the Code (an "ERISA PLAN"),
     more than one ERISA Plan or a separate account or trust fund comprised of
     one or more ERISA Plans, each of which has been identified to the Group
     Companies in writing pursuant to this PARAGRAPH (ii);

                 (iii)  the Source is an "insurance company general account" as
     the term is defined in Prohibited Transaction Exemption ("PTE") 95-60
     (issued July 12, 1995 as amended by PTE 2002-13 ("PTE 95-60")) in respect
     of which the reserves and liabilities for the general account contract(s)
     held by or on behalf of any ERISA Plan (as defined by the annual statement
     for life insurance companies approved by the National Association of
     Insurance Commissioners (the "NAIC ANNUAL STATEMENT"), together with the
     amount of the reserves and liabilities for the general account contracts(s)
     held by or on behalf of any ERISA Plan maintained by the same employer (or
     affiliate thereof within the meaning of Section V(a) of PTE 95-60) or by
     the same employee organization in the general account to not exceed 10% of
     the total reserves and liabilities of the general account (exclusive of
     separate account liabilities) plus surplus as set forth in the NAIC Annual
     Statement filed with your state of domicile;

                 (iv)   the Source is a separate account of an insurance company
     that is maintained by the Lender solely in connection with such Lender's
     fixed contractual obligations under which the amounts payable, or credited,
     to an ERISA Plan (or its related trust) that has any interest in such
     separate account (or to any participant or beneficiary of such ERISA Plan
     (including any annuitant) are not affected in any manner by the investment
     performance of the separate account;

                 (v)    the Source is either (x) an insurance company pooled
     separate account, within the meaning of PTE 90-1 (issued January 29, 1990),
     or (y) a bank collective investment fund, within the meaning of the PTE
     91-38 (issued July 12, 1991) and, except as the Lender has

                                      -182-


     disclosed to the Group Companies in writing pursuant to this PARAGRAPH (v),
     no ERISA Plan or group of ERISA Plans maintained by the same employer or
     employee organization beneficially owns more than 10% of all assets
     allocated to such pooled separate account or collective investment fund;

                 (vi)   the Source constitutes assets of an "investment fund"
     (within the meaning of Part V of the QPAM Exemption) managed by a
     "qualified professional asset manager" or "QPAM" (within the meaning of
     Part V of the QPAM Exemption), no ERISA Plan's assets that are included in
     such investment fund, when combined with the assets of all other ERISA
     Plans established or maintained by the same employer or by an affiliate
     (within the meaning of Section V(c)(1) of the QPAM Exemption) of such
     employer or by the same employee organization and managed by such QPAM,
     exceed 20% of the total client assets managed by such QPAM, the conditions
     of Section I(c) and (g) of the QPAM Exemption are satisfied, neither the
     QPAM nor a person controlling or controlled by the QPAM (applying the
     definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or
     more interest in the Parent Borrower and (x) the identity of such QPAM and
     (y) the names of all ERISA Plans whose assets are included in such
     investment fund have been disclosed to the Group Companies in writing
     pursuant to this PARAGRAPH (vi);

                 (vii)  the Source constitutes assets of a "plan" or more than
     one "plan" within the meaning of Part IV of PTE 96-23 (the "INHAM
     EXEMPTION") managed by an "in-house asset manager" or "INHAM" within the
     meaning of Part IV of the INHAM Exemption, the conditions of Sections I(a),
     (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a
     person controlling or controlled by the INHAM (applying the definition of
     "control" in Section IV(d) of the INHAM Exemption) owns a 5% or more
     interest in the Parent Borrower and (i) the identity of such INHAM and (ii)
     the name(s) of the ERISA Plan(s) whose assets constitute the Source have
     been disclosed to the Group Companies in writing pursuant to this PARAGRAPH
     (vii); or

                 (viii) the Source is a governmental plan.

As used in this SECTION 10.19, the terms "governmental plan", "party in
interest" and "separate account" shall have the respective meanings assigned to
such terms in Section 3 of ERISA.

          SECTION 10.20 JUDGMENT CURRENCY.

          (a) The obligations of the Credit Parties hereunder and under the
other Senior Finance Documents to make payments in a specified currency (the
"OBLIGATION CURRENCY") shall not be discharged or satisfied by any tender or
recovery whether pursuant to any judgment or otherwise expressed in or converted
into any currency other than the Obligation Currency, except to the extent that
such tender or recovery results in the effective receipt by a Finance Party of
the full amount of the Obligation Currency expressed to be payable to it under
this Agreement or another Senior Finance Document. If, for the purpose of
obtaining or enforcing judgment against any Credit Party in any court or in any
jurisdiction, it becomes necessary to convert into or from any currency other
than the Obligation Currency (such other currency being hereinafter referred to
as the "JUDGMENT CURRENCY") an amount due in the Obligation Currency, the
conversion shall be made at the Exchange Rate determined as of the Business Day
immediately preceding the date on which the judgment is given (such Business Day
being hereinafter referred to as the "JUDGMENT CURRENCY CONVERSION DATE").

          (b) If there is a change in the Exchange Rate prevailing between the
Judgment Currency Conversion Date and the date of actual payment of the amount
due, the Parent Borrower and each other applicable Borrower covenants and agrees
to pay, or cause to be paid, or remit, or cause to be remitted,

                                      -183-


such additional amounts, if any (but in any event not a lesser amount), as may
be necessary to ensure that the amount paid in the Judgment Currency, when
converted at the Exchange Rate prevailing on the date of payment, will produce
the amount of the Obligation Currency which could have been purchased with the
amount of Judgment Currency stipulated in the judgment or judicial award at the
Exchange Rate prevailing on the Judgment Currency Conversion Date.

          (c) For purposes of determining any Exchange Rate or currency
equivalent for this Section, such amounts shall include any premium and costs
payable in connection with the purchase of the Obligation Currency.

          SECTION 10.21 LENDERS' U.S. PATRIOT ACT COMPLIANCE CERTIFICATION. Each
Lender or assignee or participant of a Lender that is a "foreign bank" (as
defined in the regulations promulgated under the U.S. Patriot Act) that is not
incorporated under the Laws of the United States or a State thereof (and is not
excepted from the certification requirement contained in Section 313 of the U.S.
Patriot Act and the applicable regulations because it is both (i) an Affiliate
of a depository institution or foreign bank that maintains a physical presence
in the United States or foreign country and (ii) subject to supervision by a
banking regulatory authority regulating such affiliated depository institution
or foreign bank) shall deliver to the relevant Administrative Agent the
certification or, if applicable, recertification, certifying that such Lender is
not a "shell" and certifying to other matters as required by Section 313 of the
U.S. Patriot Act and the applicable regulations thereunder: (i) within 10 days
after the Closing Date or, if later, the date such Lender, assignee or
participant of a Lender becomes a Lender, assignee or participant of a Lender
hereunder and (ii) at such other times as are required under the U.S. Patriot
Act.

          SECTION 10.22 U.S. PATRIOT ACT NOTICE. Each Finance Party (for itself
and not on behalf of any other Finance Party) hereby notifies each Borrower
that, pursuant to the requirements of the U.S. Patriot Act, such Finance Party
is required to obtain, verify and record information that identifies each of the
Parent Borrower and each other Credit Party, which information includes the name
and address of each such Credit Party and other information that will allow such
Finance Party to identify each such Credit Party in accordance with the U.S.
Patriot Act.

          SECTION 10.23 CONSENT TO TRANSACTIONS. Notwithstanding anything in the
Senior Finance Documents to the contrary, the Lenders and the Agents hereby
irrevocably consent to the consummation by the Parent Borrower and its
Subsidiaries of the transactions described on SCHEDULE 7.12 as of the Closing
Date and the payment and performance of all obligations under the documents in
respect of such transactions listed on such SCHEDULE 7.12.

          SECTION 10.24 FUNDING ARRANGEMENTS.

          (a) FUNDING INTO ACCOUNT. The parties hereto acknowledge and agree
that the Closing of the Transactions shall be consummated in accordance with the
Assignment, Assumption and Consent Agreement (the "FUNDING AGREEMENT"), dated as
of July 30, 2004, among the Parent Borrower, Bank of America, N.A. as escrow
agent (the "BANK"), the U.S. Collateral Agent, The Bank of New York, as trustee
under the Senior Note Indenture and Wells Fargo N.A., as trustee under the
Subordinated Note Indenture, the Seller and other parties thereto. As
contemplated by the Funding Agreement but subject to the delivery of all
documents, instruments and opinions of counsel required to be delivered on the
Closing Date pursuant to ARTICLE IV and satisfaction of all other closing
conditions set forth in ARTICLE IV, on July 30, 2004, each Lender, in
anticipation of its obligations to fund the initial Loans to be funded by it
hereunder on the Closing Date, will fund an amount equal to such initial Loans
into an account or accounts of the Credit Parties with the Canadian Collateral
Agent who shall be irrevocably instructed by the Parent Borrower immediately
prior to such funding to promptly transfer the proceeds for funding such initial
Loans into an account (the "ACCOUNT") with the Bank in the name and for the
benefit of the U.S.

                                      -184-


Collateral Agent. Subject to the provisions of the Funding Agreement, at 11:59
p.m. on July 31, 2004 (the "EFFECTIVE TIME"), the Bank will transfer title to
the Account to the Seller, without any further action on the part of any other
party to the Funding Agreement. The Closing Date shall be deemed to have
occurred and the Borrowings of Loans funded into the Account shall be deemed to
have been made by the Borrowers as of the Effective Time; PROVIDED that,
notwithstanding anything herein to the contrary, for purposes of calculating the
amount of interest under SECTION 2.07 due on the Loans funded into the Account
in anticipation of the Lenders' obligations hereunder, such Loans shall be
deemed to have been made on, and interest on such Loans shall accrue from,
July 30, 2004.

          (b) REFUND OF ACCOUNT IF ACQUISITION DOES NOT CLOSE. If at the
Effective Time (which time can, for purposes of this clause (b) only, be
extended to August 2, 2004 in the sole and absolute discretion of the Lead
Arrangers), the title to the Account is not transferred to the Seller, the U.S.
Collateral Agent shall, on the Business Day next occurring after the Effective
Time, cause such funds to be distributed to each Lender in the amount of the
initial Loan that was funded by each such Lender in anticipation of its
obligations hereunder. In connection with such distribution and
contemporaneously therewith, the Borrowers, jointly and severally, shall
indemnify, save, hold harmless and pay to each Lender the amount of interest and
fees accrued (assuming that the Loans had been made on July 30, 2004) on the
Loans from July 30, 2004 through and including the date on which such Lender has
received the refund of the Loans funded by it into the Account.

                            [Signature Pages Follow]

                                      -185-


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                   THE JEAN COUTU GROUP (PJC) INC.


                                   By: /s/ Francois Jean Coutu
                                       ----------------------------------------
                                       Name: FRANCOIS JEAN COUTU
                                       Title: President & CEO

                                   By: /s/ Michel Coutu
                                       ----------------------------------------
                                       Name:  MICHEL COUTU
                                       Title: Director

                                   530 Rue Beriault
                                   Longueuil, Quebec, Canada J4G IS8
                                   Attention: Francois Jean Coutu
                                   Facsimile: (450) 646-5649


                                   THE JEAN COUTU GROUP (PJC) USA, INC.


                                   By: /s/  Michel Coutu
                                       ----------------------------------------
                                       Name:  MICHEL COUTU
                                       Title: President & Secretary

                                   50 Service Avenue
                                   Warwick, Rhode Island 02886
                                   Attention: Michel Coutu
                                   Facsimile: (401) 825-3997




                                   DEUTSCHE BANK TRUST COMPANY
                                   AMERICAS,
                                   as Term B Administrative Agent

                                   By: /s/ Mary Kay Coyle
                                       ----------------------------------------
                                       Name:   Mary Kay Coyle
                                       Title:  Managing Director

                                   for credit notices:
                                   60 Wall Street
                                   New York, New York 10005
                                   Attention: Mary Kay Coyle
                                   Telecopier No.: (212) 797-5690

                                   for operational notices:
                                   90 Hudson Street, 5th Floor
                                   Jersey City, New Jersey 07302
                                   Attention: James T. Cullen
                                   Telecopier No.: (201) 593-2308


                                   BANK OF AMERICA, N.A.
                                   as U.S. Swingline Lender


                                   By:
                                       ----------------------------------------
                                       Name:
                                       Title:

                                   [NOTICE ADDRESS]


                                   NATIONAL BANK OF CANADA
                                   as Canadian Administrative Agent


                                   By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                   5650 d'Iberville Street, Suite 603, Montreal.
                                   Quebec, Canada, H2G 2B3
                                   Attention: Dominic Albanese
                                   Telecopier: (514) 390-7830

                                      S-2-


                                   DEUTSCHE BANK TRUST COMPANY
                                   AMERICAS,
                                   as Term B Administrative Agent

                                   By:
                                       ----------------------------------------
                                       Name:
                                       Title:

                                   for credit notices:
                                   60 Wall Street
                                   New York, New York 10005
                                   Attention: Mary Kay Coyle
                                   Telecopier No.: (212) 797-5690

                                   for operational notices:
                                   90 Hudson Street, 5th Floor
                                   Jersey City, New Jersey 07302
                                   Attention: James T. Cullen
                                   Telecopier No.: (201) 593-2308


                                   BANK OF AMERICA, N.A.
                                   as U.S. Swingline Lender


                                   By: /s/ Timothy H. Spanos
                                       ----------------------------------------
                                       Name:  Timothy H. Spanos
                                       Title: Managing Director

                                   Bank of America NA
                                   1850 Gateway Blvd, 5th Floor
                                   Concord, CA, USA 94520
                                   FACSIMILE # 925-675-8053
                                   TELEPHONE # 925-675-8029


[Signature Page to Credit Agreement]

                                       S-2



                                 NATIONAL BANK OF CANADA
                                 as Canadian Administrative Agent


                                 By: /s/ Dominic Albanese
                                     -------------------------------------------
                                     Name:  Dominic Albanese
                                     Title: Vice President

                                 By: /s/ Martin Amyot
                                     -------------------------------------------
                                     Name:  Martin Amyot
                                     Title: Vice president


                                 5650 d'Iberville Street, Suite 603,
                                 Montreal, Quebec, Canada, H2G 2B3
                                 Attention: Dominic Albanese
                                 Telecopier: (514) 390-7830


                                 NATIONAL BANK OF CANADA,
                                 as Canadian Swingline Lender,
                                 Canadian Issuing Lender and U.S. Issuing Lender


                                 By: /s/ Alain Aubin
                                     -------------------------------------------
                                     Name:  Alain Aubin
                                     Title: Director


                                 By: /s/ Dominique Parizeau
                                     -------------------------------------------
                                     Name:  Dominique Parizeau
                                     Title: Vice President

                                 5650 d'Iberville Street, Suite 603,
                                 Montreal, Quebec, Canada, H2G 2B3
                                 Attention: Nicole Jeannotte
                                 Telecopier: (514) 271-5294


                                 MERRILL LYNCH, PIERCE, FENNER &
                                 SMITH INCORPORATED
                                 as U.S. Co-Syndication Agent

                                 By: /s/ Shella McGillicuddy
                                     -------------------------------------------
                                     Name:  Shella McGillicuddy
                                     Title: Director


[Signature Page to Credit Agreement]

                                       S-3


                              NATIONAL BANK OF CANADA,
                              as U.S. Co-Syndication Agent


                              By: /s/ Dominic Albanese
                                  -------------------------------------------
                                  Name:  Dominic Albanese
                                  Title: Vice President


                              By: /s/ Martin Amyot
                                  -------------------------------------------
                                  Name:  Martin Amyot
                                  Title: Vice President


                              MERRILL LYNCH, PIERCE, FENNER &
                              SMITH INCORPORATED
                              as Canadian Co-Syndication Agent


                              By: /s/ Sheila McGillicuddy
                                  -------------------------------------------
                                  Name:  Sheila McGillicuddy
                                  Title: Director


                              DEUTSCHE BANK SECURITIES INC.
                              as Canadian Co-Syndication Agent

                              By:
                                  -------------------------------------------
                                  Name:
                                  Title:


                              MERRlLL LYNCH, PIERCE, FENNER &
                              SMITH INCORPORATED
                              as Global Transaction Coordinator, U.S. Joint Lead
                              Arranger, U.S. Joint Book Runner


                              By:
                                  -------------------------------------------
                                  Name:
                                  Title:


[Signature Page to Credit Agreement]

                                       S-4


                              DEUTSCHE BANK SECURITIES INC.
                              as Canadian CoSyndication Agent


                              By: /s/ [ILLEGIBLE]
                                  -------------------------------------------
                                  Name:  [ILLEGIBLE]
                                  Title: MD


                              MERRILL LYNCH, PIERCE, FENNER &
                              SMITH INCORPORATED
                              as Global Transaction Coordinator, U.S. Joint Lead
                              Arranger, U.S. Joint Book Runner


                              By:
                                  -------------------------------------------
                                  Name:
                                  Title:


                              DEUTSCHE BANK SECURITIES INC.
                              as U.S. Joint Lead Arranger and U.S. Joint
                              Bookrunner


                              By: /s/ [ILLEGIBLE]
                                  -------------------------------------------
                                  Name:  [ILLEGIBLE]
                                  Title: MD


                              NATIONAL BANK FINANCIAL INC.
                              as U.S. Joint Lead Arranger

                              By:
                                  -------------------------------------------
                                  Name:
                                  Title:


                              NATIONAL BANK FINANCIAL INC.
                              as Canadian Joint Lead Arranger and
                              Canadian Joint Bookrunner


                              By:
                                  -------------------------------------------
                                  Name:
                                  Title:

                                      S-4-



                              NATIONAL BANK OF CANADA,
                              as U.S. Co-Syndication Agent


                              By:
                                  -------------------------------------------
                                  Name:
                                  Title:


                              MERRILL LYNCH, PIERCE, FENNER &
                              SMITH INCORPORATED
                              as Canadian Co-Syndication Agent


                              By:
                                  -------------------------------------------
                                  Name:  Sheila McGillicuddy
                                  Title: Director


                              DEUTSCHE BANK SECURITIES INC.
                              as Canadian Co-Syndication Agent

                              By:
                                  -------------------------------------------
                                  Name:
                                  Title:


                              MERRILL LYNCH, PIERCE, FENNER &
                              SMITH INCORPORATED
                              as Global Transaction Coordinator, U.S. Joint Lead
                              Arranger, U.S. Joint Book Runner


                              By: /s/ Sheila McGillicuddy
                                  -------------------------------------------
                                  Name:  Sheila McGillicuddy
                                  Title: Director


[Signature Page to Credit Agreement]

                                       S-4


                              DEUTSCHE BANK SECURITIES INC.
                              as U.S. Joint Lead Arranger and U.S. Joint
                              Bookrunner


                              By:
                                  -------------------------------------------
                                  Name:
                                  Title:

                              NATIONAL BANK FINANCIAL INC.
                              as U.S. Joint Lead Arranger


                              By: /s/ Alain Aubin
                                  -------------------------------------------
                                  Name:  Alain Aubin
                                  Title: Director


                              By: /s/ Dominic Albanese
                                  -------------------------------------------
                                  Name:  Dominic Albanese
                                  Title: Vice President


                              NATIONAL BANK FINANCIAL INC.
                              as Canadian Joint Lead Arranger and
                              Canadian Joint Bookrunner


                              By: /s/ Alain Aubin
                                  -------------------------------------------
                                  Name:  Alain Aubin
                                  Title: Director


                              By: /s/ Dominic Albanese
                                  -------------------------------------------
                                  Name:  Dominic Albanese
                                  Title: Vice President


                              MERRTLL LYNCH, PIERCE, FENNER &
                              SMITH INCORPORATED
                              as Canadian Joint Lead Arranger and
                              Canadian Joint Book Runner


                              By: /s/ Sheila McGillicuddy
                                  -------------------------------------------
                                  Name:  Sheila McGillicuddy
                                  Title: Director


[Signature Page to Credit Agreement]

                                       S-5


                              MERRILL LYNCH, PIERCE, FENNER &
                              SMITH INCORPORATED
                              as Canadian Joint Lead Arranger and
                              Canadian Joint Book Runner


                              By:
                                  -------------------------------------------
                                  Name:
                                  Title:


                              DEUTSCHE BANK SECURITIES INC.
                              as Canadian Joint Lead Arranger and
                              Canadian Joint Bookrunner


                              By: /s/ [ILLEGIBLE]
                                  -------------------------------------------
                                  Name:  [ILLEGIBLE]
                                  Title: MD

                                      S-5-


                              BANK OF MONTREAL
                              as Co-Documentation Agent


                              By: /s/ Bruno Lemay
                                  -------------------------------------------
                                  Name:  Bruno Lemay
                                  Title: Director


                              BANK OF MONTREAL, Chicago Branch
                              as Co-Documentation Agent


                              By: /s/ Bruce Pietka
                                  -------------------------------------------
                                  Name: Bruce Pietka
                                  Title: Director


[Signature Page to Credit Agreement]



                               THE ROYAL BANK OF CANADA
                               CO-DOCUMENTATION AGENT
                              (___________)


                              By: /s/ Vincent Joli-Coeur
                                  -------------------------------------------
                                  Name: VINCENT JOLI-COEUR
                                  Title: AUTHORIZED SIGNATORY


[Signature Page to Credit Agreement]



                              NATIONAL BANK OF CANADA
                              as Lender


                              By: /s/ Alain Aubin
                                  -------------------------------------------
                                  Name:  Alain Aubin
                                  Title: Director


                              By: /s/ Dominique Parizeau
                                  -------------------------------------------
                                  Name:  Dominique Parizeau
                                  Title: Vice President


[Signature Page to Credit Agreement]



                              NATIONAL BANK OF CANADA
                                  NEW YORK BRANCH
                              as U.S. Revolving Lender


                              By: /s/ Vincent Lima
                                  -------------------------------------------
                                  Name: Vincent Lima
                                  Title: Vice President


                              By: /s/ Yvon La Plante
                                  -------------------------------------------
                                  Name: Yvon La Plante
                                  Title: VP & Manager


[Signature Page to Credit Agreement]



                              DEUTSCHE BANK AG, CANADA BRANCH
                              as Canadian Revolving Lender and Term A
                              Loan Lender


                              By: /s/ John Maynard
                                  -------------------------------------------
                                  Name: John Maynard
                                  Title: Managing Director & CFO


                              By: /s/ Marcellus Leung
                                  -------------------------------------------
                                  Name: Marcellus Leung
                                  Title: Assistant Vice President


[Signature Page to Credit Agreement]

                                       S-3



                              DEUTSCHE BANK TRUST COMPANY
                              AMERICAS,
                              as US Revolving Lender


                              By:    /s/ Mary Kay Coyle
                                  -------------------------------------------
                                  Name: Mary Kay Coyle
                                  Title: Managing Director


[Signature Page to Credit Agreement]

                                       S-2


                              DEUTSCHE BANK TRUST COMPANY
                              AMERICAS,
                              as Term B Lender


                              By:    /s/ Mary Kay Coyle
                                  -------------------------------------------
                                  Name: Mary Kay Coyle
                                  Title: Managing Director


[Signature Page to Credit Agreement]



                              MERRILL LYNCH CAPITAL CANADA INC.
                              as Canadian Revolving Lender and Term A
                              Loan Lender


                              By:    /s/ [ILLEGIBLE]
                                  -------------------------------------------
                                  Name:  [ILLEGIBLE]
                                  Title: VICE PRESIDENT


                              MERRILL LYNCH CAPITAL CORPORATION
                              as U.S. Revolving Lender


                              By: /s/ Chantal Simon
                                  -------------------------------------------
                                  Name: Chantal Simon
                                  Title: Authorized Signatory


[Signature Page to Credit Agreement]



                              MERRILL LYNCH CAPITAL CORP.
                              as Term B Loan Lender


                              By: /s/ Sheila McGillicuddy
                                  -------------------------------------------
                                  Name:  Sheila McGillicuddy
                                  Title: Director


[Signature Page to Credit Agreement]



                              THE TORONTO-DOMINION BANK
                              as Canadian Revolving Lender


                              By: /s/ [ILLEGIBLE]
                                  -------------------------------------------
                                  Name:  [ILLEGIBLE]
                                  Title: VP & D


                              By: /s/ [ILLEGIBLE]
                                  -------------------------------------------
                                  Name:  [ILLEGIBLE]
                                  Title: MD


                              TORONTO DOMINION (TEXAS), INC.
                              as U.S. Revolving Lender


                              By: /s/ Neva Nesbit
                                  -------------------------------------------
                                  Name:  Neva Nesbit
                                  Title: Vice President


[Signature Page to Credit Agreement]



                              THE BANK OF NOVA SCOTIA


                              By: /s/ [ILLEGIBLE]
                                  -------------------------------------------
                                  Name:  [ILLEGIBLE]
                                  Title: DIRECTOR


                              By: /s/ Byron Kwan
                                  -------------------------------------------
                                  Name: Byron Kwan
                                  Title: DIRECTOR

                                      S-6-


                              The Bank of Nova Scotia
                              as U.S. Revolving Lender


                              By: /s/ William E. Zarrett
                                  -------------------------------------------
                                  Name: William E. Zarrett
                                  Title: Managing Director


[Signature Page to Credit Agreement]



                              BANK OF MONTREAL


                              By: /s/ Bruno Lemay
                                  -------------------------------------------
                                  Name: Bruno Lemay
                                  Title: Director


                              BANK OF MONTREAL, Chicago Branch


                              By: /s/ Bruce Pietka
                                  -------------------------------------------
                                  Name:  Bruce Pietka
                                  Title: Director


[Signature Page to Credit Agreement]




                              CAISSE DE DEPOT ET PLACEMENT DU
                                  QUEBEC, as Lender


                              By: /s/ Diane C. Favreau
                                  -------------------------------------------
                                  Diane C. Favreau
                                  Vice President


                              By: /s/ Jean-Pierre Jette
                                  -------------------------------------------
                                  Jean-Pierre Jette
                                  Manager


[Signature Page to Credit Agreement]



                              BNP PARIBAS (CANADA)
                              as Canadian Revolving Lender and Term A
                              Loan Lender


                              By: /s/ Frank Shaw
                                  -------------------------------------------
                                  Name: Frank Shaw
                                  Title: Managing Director


                              By: /s/ Edouard Sinor
                                  -------------------------------------------
                                  Name:  Edouard Sinor
                                  Title: Vice-President


                              1981, McGill College Avenue
                              Montreal (Quebec) H3A 2W8, Canada
                              Attention : Chantal Debailleul
                              Telecopier : (514) 285-2906


                              BNP PARIBAS
                              as U.S. Revolving Lender


                              By: /s/ Christopher Perras
                                  -------------------------------------------
                                  Name:  CHRISTOPHER PERRAS
                                  Title:     ASSOCIATE


                              By: /s/ Manette Baudon
                                  -------------------------------------------
                                  Name:  MANETTE BAUDON
                                  Title: Vice-President

                              787 Seventh Avenue
                              New York, NY 10019, USA
                              Attention : Christopher Perras
                              Telecopier : (212) 841-3049


[Signature Page to Credit Agreement]




                              ROYAL BANK OF CANADA


                              By: /s/ Walter R. Borek
                                  -------------------------------------------
                                  Name: Walter R. Borek
                                  Title: Vice-President


[Signature Page to Credit Agreement]




                              CANADIAN IMPERIAL BANK OF
                                  COMMERCE
                              as Canadian Revolving Lender and Term A Loan
                                  Lender


                              By: /s/ Tim Thomas
                                  -------------------------------------------
                                  Name:  Tim Thomas
                                  Title: Executive Director


                              By: /s/ Peter A. Mastromarini
                                  -------------------------------------------
                                  Name:  PETER A. MASTROMARINI
                                  Title: EXECUTIVE DIRECTOR


[Signature Page to Credit Agreement]



                              CIBC Inc.


                              By: /s/ Geraldine Kerr
                                  -------------------------------------------
                                  Name:  Geraldine Kerr
                                  Title: Executive Director
                                         CIBC World Markets Corp. As Agent


[Signature Page to Credit Agreement]



                              CAISSE CENTRALE DESJARDINS


                              By: /s/ Robert Labelle
                                  -------------------------------------------
                                  Name:  Robert Labelle
                                  Title: Senior Manager


                              By: /s/ Sylvain Gascon
                                  -------------------------------------------
                                  Name:  Sylvain Gascon
                                  Title: Vice President


[Signature Page to Credit Agreement]



                              DESJARDINS COMMERCIAL LENDING USA CORP.


                              By: /s/ Christian Roy
                                  -------------------------------------------
                                  Name:  CHRISTIAN ROY
                                  Title: TREASURER


[Signature Page to Credit Agreement]

                                       S-2


                              BANK OF TOKYO-MITSUBISHI(CANADA)


                              By: /s/ Amos W. Simpson
                                  -------------------------------------------
                                  Name: Amos W. Simpson
                                  Title: Senior Vice President and
                                         General Manager


[Signature Page to Credit Agreement]



                              The Bank of Tokyo-Mitsubishi, Ltd., New York
                                  Branch

                              By: /s/ Cynthia Rietscha
                                  -------------------------------------------
                                  Name:    Cynthia Rietscha
                                  Title: Authorized Signatory


[Signature Page to Credit Agreement]



                              Export Development Canada


                              By: /s/ Joanne Tognarelli
                                  -------------------------------------------
                                  Name: Joanne Tognarelli
                                  Title: Financial Services Manager


                              By: /s/ Carl Burlock
                                  -------------------------------------------
                                  Name: Carl Burlock
                                  Title: Senior Financial Services Manager


[Signature Page to Credit Agreement]



                              BANK OF AMERICA, N.A.


                              By: /s/ Timothy H. Spanos
                                  -------------------------------------------
                                  Name:  Timothy H. Spanos
                                  Title: Managing Director


                              BANK OF AMERICA, N.A. (Canada Branch)


                              By: /s/ Medina Sales De Andrade
                                  -------------------------------------------
                                  Name:  Medina Sales De Andrade
                                  Title: Assistant Vice President


[Signature Page to Credit Agreement]



                              LAURENTIAN BANK OF CANADA
                              as Canadian Revolving Lender and Term A
                              Loan Lender

                              By: /s/ Alain Goyette
                                  -------------------------------------------
                                  Name: Alain Goyette
                                  Title: Assistant Vice President


                              By: /s/ Michel Gendron
                                  -------------------------------------------
                                  Name: Michel Gendron
                                  Title: Vice President

[Signature Page to Credit Agreement]

EX-10.2

                                                                    EXHIBIT 10.2

                               U.S. REVOLVING NOTE

Lender: Royal Bank of Canada                                       July 30, 2004
Principal Sum: $20,957,358

          For value received, The Jean Coutu Group (PJC) USA Inc., a Delaware
corporation (the "U.S BORROWER"), hereby promises to pay to the order of the
Lender set forth above (the "LENDER") for the account of its Applicable Lending
Office, at the office of National Bank of Canada, (the "CANADIAN ADMINISTRATIVE
AGENT") as set forth in the Credit Agreement dated as of July 30, 2004 (as
amended, modified or supplemented from time to time, the "CREDIT AGREEMENT")
among The Jean Coutu Group (PJC) Inc., the U.S. Borrower, the banks and other
financial institutions from time to time party thereto, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as Global Transaction Coordinator, National Bank of
Canada, as the Canadian Administrative Agent and Deutsche Bank Trust Company
Americas as the Term B Administrative Agent, the Principal Sum set forth above
(or such lesser amount as shall equal the aggregate unpaid principal amount of
all U.S. Revolving Loans made by the Lender to the U.S. Borrower under the
Credit Agreement), in lawful money of the United States of America and in
immediately available funds, on the dates and in the principal amounts provided
in the Credit Agreement, and to pay interest on the unpaid principal amount of
each such U.S. Revolving Loan, at such office, in like money and funds, for the
period commencing on the date of such U.S. Revolving Loan until such U.S.
Revolving Loan shall be paid in full, at the rates per annum and on the dates
provided in the Credit Agreement. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, payable on demand, from the
due date thereof until the date of actual payment (and before as well as after
judgment) computed at the rates per annum set forth in the Credit Agreement.

          This note is one of the U.S. Revolving Notes referred to in the Credit
Agreement and evidences U.S. Revolving Loans made by the Lender thereunder.
Capitalized terms used in this U.S. Revolving Note and not otherwise defined
shall have the respective meanings assigned to them in the Credit Agreement and
the terms and conditions of the Credit Agreement are expressly incorporated
herein and made a part hereof.

          The Credit Agreement provides for the acceleration of the maturity of
the U.S. Revolving Loans evidenced by this U.S. Revolving Note upon the
occurrence of certain events (and for payment of collection costs in connection
therewith) and for prepayments of U.S. Revolving Loans upon the terms and
conditions specified therein. In the event this U.S. Revolving Note is not paid
when due at any stated or accelerated maturity, the U.S. Borrower agrees to pay,
in addition to the principal and interest, all costs of collection, including
reasonable attorney fees.

          The date, amount, Type and duration of Interest Period (if applicable)
of each U.S. Revolving Loan made by the Lender to the U.S. Borrower, and each
payment made on account of the principal thereof, shall be recorded by the
Lender on its books and, if the Lender so elects in connection with any transfer
or enforcement hereof, appropriate notations to evidence the foregoing
information with respect to each U.S. Revolving Loan then outstanding shall be
endorsed by the Lender on the schedule attached to and made a part hereof;
PROVIDED that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the U.S. Borrower to make a
payment when due of any amount owing under the Credit Agreement or under this
U.S. Revolving Note in respect of the U.S. Revolving Loans to be evidenced by
this U.S. Revolving Note, and each such recordation or endorsement shall be
prima facie evidence of such information.



          The U.S. Borrower, for itself, its successors and assigns, hereby
waives diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this U.S. Revolving Note.

          This U.S. Revolving Note and the U.S. Revolving Loans evidenced hereby
may be transferred in whole or in part only [by registration of such transfer on
the Register maintained for such purpose by or on behalf of the U.S. Borrower]
as provided in SECTION 10.06 of the Credit Agreement.

          THIS U.S. REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          IN WITNESS WHEREOF, the U.S. Borrower has caused this U.S. Revolving
Note to be executed as of the date first above written.


                                      The Jean Coutu Group (PJC) USA Inc.


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:



                         LOANS AND PAYMENTS OF PRINCIPAL



                                                                           AMOUNT OF
                     AMOUNT OF                        INTEREST PERIOD      PRINCIPAL         NOTATION
     DATE              LOAN              TYPE         (IF APPLICABLE)       REPAID            MADE BY
- ---------------   ---------------   ---------------   ---------------   ---------------   ---------------
                                                                           

EX-10.3

                                                                    Exhibit 10.3

                                                                  EXECUTION COPY


                                    GUARANTY

                            DATED AS OF JULY 30, 2004

                                      AMONG

                  THE GUARANTORS FROM TIME TO TIME PARTY HERETO

                                       AND

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                         AS TERM B ADMINISTRATIVE AGENT

                                       AND

                             NATIONAL BANK OF CANADA
                        AS CANADIAN ADMINISTRATIVE AGENT



                               TABLE OF CONTENTS*



                                                                                                          PAGE
                                                                                                          ----
                                                                                                         
                                                ARTICLE I
                                                GUARANTY

Section 1.01          The Guaranty...........................................................................2
Section 1.02          Guaranty Absolute......................................................................3
Section 1.03          Payments...............................................................................4
Section 1.04          Discharge; Reinstatement in Certain Circumstances......................................7
Section 1.05          Waiver by the Guarantors...............................................................7
Section 1.06          Agreement to Pay; Subordination of Subrogation Claims..................................9
Section 1.07          Stay of Acceleration..................................................................10
Section 1.08          No Set-Off............................................................................10

                                               ARTICLE II
                              INDEMNIFICATION, SUBROGATION AND CONTRIBUTION

Section 2.01          Indemnity and Subrogation.............................................................10
Section 2.02          Contribution and Subrogation..........................................................11

                                               ARTICLE III
                                REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 3.01          Representations and Warranties; Certain Agreements....................................11
Section 3.02          Information...........................................................................12
Section 3.03          Subordination by Guarantors...........................................................12

                                               ARTICLE IV
                                                 SET-OFF

Section 4.01          Right of Set-Off......................................................................12

                                                ARTICLE V
                                              MISCELLANEOUS

Section 5.01          Notices...............................................................................12
Section 5.02          Benefit of Agreement..................................................................13
Section 5.03          No Waivers; Non-Exclusive Remedies....................................................13
Section 5.04          Expenses; Indemnification.............................................................13
Section 5.05          Enforcement...........................................................................15
Section 5.06          Amendments and Waivers................................................................15
Section 5.07          Governing Law; Submission to Jurisdiction.............................................15
Section 5.08          Limitation of Law; Severability.......................................................16
Section 5.09          Counterparts; Integration; Effectiveness..............................................16
Section 5.10          WAIVER OF JURY TRIAL..................................................................16
Section 5.11          Additional Guarantors.................................................................16
Section 5.12          Termination; Release of Guarantors....................................................17
Section 5.13          Defined Terms; Conflict...............................................................17


- ----------
*    The Table of Contents is not part of the Guaranty.

                                       -i-


                  GUARANTY dated as of July 30, 2004 (as amended, restated,
          modified or supplemented from time to time, this "AGREEMENT") among
          the GUARANTORS from time to time party hereto and DEUTSCHE BANK TRUST
          COMPANY AMERICAS, as Term B Administrative Agent and NATIONAL BANK OF
          CANADA, as Canadian Administrative Agent, for the benefit of the
          Finance Parties referred to herein.

          THE JEAN COUTU GROUP (PJC) INC., a corporation formed and existing
under the laws of the Province of Quebec (together with its successors and
permitted assigns, the "PARENT BORROWER"), proposes to enter into a Credit
Agreement dated as of July 30, 2004 (as amended, restated, modified or
supplemented from time to time and including any agreement extending the
maturity of, refinancing or otherwise restructuring all or any portion of the
obligations of the Parent Borrower under such agreement or any successor
agreement, the "CREDIT AGREEMENT") among the Parent Borrower, THE JEAN COUTU
GROUP (PJC) USA INC., a corporation formed and existing under the laws of the
State of Delaware (the "U.S. BORROWER" and, together with the Parent Borrower,
the "BORROWERS"), the banks and other financial institutions from time to time
party hereto (the "LENDERS"), MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, as Global Transaction Coordinator, DEUTSCHE BANK SECURITIES INC.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and NATIONAL BANK FINANCIAL
INC., as U.S. Joint Lead Arrangers, DEUTSCHE BANK SECURITIES INC. and MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as U.S. Joint Bookrunners, NATIONAL
BANK FINANCIAL INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and
DEUTSCHE BANK SECURITIES INC., as Canadian Joint Lead Arrangers and as Canadian
Joint Bookrunners, NATIONAL BANK OF CANADA, as the Canadian Administrative
Agent, DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Term B Administrative Agent,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and NATIONAL BANK OF CANADA,
as U.S. Co-Syndication Agents, MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED and DEUTSCHE BANK SECURITIES INC., as Canadian Co-Syndication
Agents.

          Certain Lenders and their affiliates acting as Derivatives Creditors
(as defined in the Credit Agreement) may from time to time provide forward rate
agreements, options, swaps, caps, floors and other Derivatives Agreements (as
defined in the Credit Agreement) to certain of the Credit Parties (as defined
below). The Lenders, each Issuing Lender, each Swingline Lender, the
Administrative Agents, the Co-Syndication Agents, the Global Transaction
Coordinator, the U.S. Joint Lead Arrangers, the Canadian Joint Lead Arrangers,
the Canadian Collateral Agent, the U.S. Collateral Agent, each Indemnitee and
each Derivatives Creditor and their respective successors and assigns are herein
referred to individually as a "FINANCE PARTY" and collectively as the "FINANCE
PARTIES".

          To induce the Lenders to enter into the Credit Agreement and the other
Senior Finance Documents (as defined in the Credit Agreement) and the
Derivatives Creditors to enter into the Derivatives Agreements constituting
Finance Documents under the Credit Agreement (collectively with the Senior
Finance Documents and the Derivatives Agreements evidencing Derivatives
Obligations (as hereinafter defined) permitted under the Credit Agreement, the
"FINANCE DOCUMENTS"), and as a condition precedent to the obligations of the
Finance Parties thereunder, the Parent Borrower and certain of its subsidiaries
listed on the signature pages hereof (each a "GUARANTOR" and, collectively, the
"GUARANTORS") have agreed, jointly and severally, to provide a guaranty of all
obligations of the Borrowers and the Other Credit Parties (as hereinafter
defined) under or in respect of the Finance Documents. The Borrowers and each
Guarantor are referred to herein individually as a "CREDIT PARTY" and
collectively as the "CREDIT PARTIES". As used herein, "OTHER CREDIT PARTIES"
means, with respect to any Guarantor, any and all of the Credit Parties other
than such Guarantor.



          Each of the Guarantors is a Subsidiary or Affiliate of the Parent
Borrower and will receive not insubstantial benefits from the Credit Agreement,
the Derivatives Agreements and the Loans, Bankers' Acceptances, Letters of
Credit and other financial accommodations to be made, issued or entered into
thereunder. Accordingly, the Guarantors hereby agree with each of the
Administrative Agents for the benefit of the Finance Parties as follows:

                                    ARTICLE I
                                    GUARANTY

          SECTION 1.01      THE GUARANTY. Each Guarantor unconditionally
guarantees, jointly with the other Guarantors, and severally, as a primary
obligor and not merely as a surety: (i) the due and punctual payment of:

                  (A)       all Senior Obligations; and

                  (B)       all Derivatives Obligations permitted under the
     Credit Agreement owed or owing to any Derivatives Creditor;

in each case whether now or hereafter due, owing or incurred in any manner,
whether actual or contingent, whether incurred solely or jointly with any other
Person and whether as principal or surety (and including all liabilities in
connection with any notes, bills or other instruments accepted by any Finance
Party in connection therewith), together in each case with all renewals,
modifications, consolidations or extensions thereof, and (ii) the due and
punctual performance of all covenants, agreements, obligations and liabilities
of the Borrowers and the Other Credit Parties under or pursuant to the Credit
Agreement and the other Finance Documents (all such monetary and other
obligations being herein collectively referred to as the "GUARANTEED
OBLIGATIONS").

          Anything contained in this Agreement to the contrary notwithstanding,
the obligations of each Guarantor hereunder shall be limited to a maximum
aggregate amount equal to the greatest amount that would not render such
Guarantor's obligations hereunder subject to avoidance as a fraudulent transfer
or transaction under Section 548 of Title 11 of the United States Code or any
provisions of applicable Law (collectively, the "FRAUDULENT TRANSFER LAWS"), in
each case after giving effect to all other liabilities of such Guarantor,
contingent or otherwise, that are relevant under the Fraudulent Transfer Laws
(specifically excluding, however, any liabilities of such Guarantor (i) in
respect of intercompany indebtedness to any of the Borrowers or any of their
Affiliates to the extent that such indebtedness (A) would be discharged or would
be subject to a right of set-off in an amount equal to the amount paid by such
Guarantor hereunder or (B) has been made subject to a security interest in
favour of the Collateral Agents on behalf of the Finance Parties and (ii) under
any guaranty of Debt subordinated in right of payment to the Guaranteed
Obligations which guaranty contains a limitation as to a maximum amount similar
to that set forth in this paragraph pursuant to which the liability of such
Guarantor hereunder is included in the liabilities taken into account in
determining such maximum amount) and after giving effect as assets of such
Guarantor to the value (as determined under the applicable provisions of the
Fraudulent Transfer Laws) of any rights to subrogation, contribution,
reimbursement, indemnity or similar rights of such Guarantor pursuant to (i)
applicable Law or (ii) any agreement providing for an equitable allocation among
such Guarantor and other Affiliates of the Borrower of obligations arising under
guaranties by such parties (including the agreements in ARTICLE II of this
Agreement). In the event that any Guarantor's liability hereunder is limited
pursuant to this paragraph to an amount that is less than the total amount of
the Guaranteed Obligations, then it is understood and agreed that the portion of
the Guaranteed Obligations for which such Guarantor is liable hereunder shall
not be reduced by any payment made hereunder by any other Person until the
portion of the Guaranteed Obligations for which such Guarantor is not liable
hereunder have been repaid.

                                       -2-


          SECTION 1.02      GUARANTY ABSOLUTE. Each Guarantor guarantees that
the Guaranteed Obligations will be paid strictly in accordance with the terms of
the Finance Documents, regardless of any Law now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Finance Parties
with respect thereto. The obligations of the Guarantors under this Agreement are
independent of the Guaranteed Obligations, and a separate action or actions may
be brought and prosecuted against each Guarantor to enforce this Agreement,
irrespective of whether any action is brought against any of the Borrowers or
any Other Credit Party or whether any of the Borrowers or any Other Credit Party
is joined in any such action or actions. This Agreement is an absolute and
unconditional guaranty of payment when due, and not of collection, by each
Guarantor, jointly and severally with each other Guarantor of the Guaranteed
Obligations in each and every particular. The obligations of each Guarantor
hereunder are several from those of the Other Credit Parties and are primary
obligations concerning which each Guarantor is the principal obligor. The
Finance Parties shall not be required to mitigate damages or take any action to
reduce, collect or enforce the Guaranteed Obligations.

          The obligations of each Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including
the existence of any claim, set-off or other right which any Guarantor may have
at any time against any Other Credit Party, any Agent or other Finance Party or
any other Person, whether in connection herewith or any unrelated transactions.
Without limiting the generality of the foregoing, each Guarantor's liability
shall extend to all amounts that constitute part of the Guaranteed Obligations
and would be owed by any Other Credit Party to any Finance Party under the
Finance Documents but for the fact that they are unenforceable or not allowable
due to the existence of a bankruptcy, reorganization or similar proceeding
involving any of the Borrowers or such Other Credit Party.

          Without limiting the generality of the foregoing, the obligations of
each Guarantor hereunder shall not be released, discharged or otherwise affected
or impaired by:

                  (i)       any extension, renewal, settlement, compromise,
     acceleration, waiver or release in respect of any obligation of any of the
     Borrowers or any Other Credit Party under the Credit Agreement, the Notes,
     any Derivatives Agreement, or any other Finance Document, by operation of
     Law or otherwise;

                  (ii)      any change in the manner, place, time or terms of
     payment of any Guaranteed Obligation or any other amendment, supplement or
     modification to the Credit Agreement, the Notes, any Derivatives Agreement,
     or any other Finance Document;

                  (iii)     any release, non-perfection or invalidity of any
     direct or indirect security for any Guaranteed Obligation, any sale,
     exchange, surrender, realization upon, offset against or other action in
     respect of any direct or indirect security for any Guaranteed Obligation or
     any release of any Other Credit Party or any other guarantor or guarantors
     of any Guaranteed Obligation;

                  (iv)      any change in the existence, structure or ownership
     of any of the Borrowers or any Other Credit Party or any insolvency,
     bankruptcy, reorganization, arrangement, readjustment, composition,
     liquidation or other similar proceeding affecting any of the Borrowers or
     any Other Credit Party or its assets or any resulting disallowance, release
     or discharge of all or any portion of any Guaranteed Obligation;

                  (v)       the existence of any claim, set-off or other right
     which any Guarantor may have at any time against any of the Borrowers, any
     Other Credit Party, any Agent, any other Finance Party or any other Person,
     whether in connection herewith or any unrelated transaction;

                                       -3-


     PROVIDED that nothing herein shall prevent the assertion of any such claim
     by separate suit or compulsory counterclaim;

                  (vi)      any invalidity or unenforceability relating to or
     against any of the Borrowers or any Other Credit Party for any reason of
     the Credit Agreement, any Note, any Derivatives Agreement, any other
     Finance Document or any other agreement or instrument evidencing or
     securing any Guaranteed Obligation or any provision of applicable Law
     purporting to prohibit the payment by the Borrowers or any Other Credit
     Party of any Guaranteed Obligation;

                  (vii)     any failure by any Agent or any other Finance Party:
     (A) to file or enforce a claim against any Other Credit Party or its estate
     (in a bankruptcy or other proceeding); (B) to give notice of the existence,
     creation or incurrence by any Other Credit Party of any new or additional
     indebtedness or obligation under or with respect to the Guaranteed
     Obligations; (C) to commence any action against any Other Credit Party; (D)
     to disclose to any Guarantor any facts which such Agent or such other
     Finance Party may now or hereafter know with regard to any Other Credit
     Party; or (E) to proceed with due diligence in the collection, protection
     or realization upon any collateral securing the Guaranteed Obligations;

                  (viii)    any direction as to application of payment by any of
     the Borrowers, any Other Credit Party or any other Person;

                  (ix)      any subordination by any Finance Party of the
     payment of any Guaranteed Obligation to the payment of any other liability
     (whether matured or unmatured) of any Other Credit Party to its creditors;

                  (x)       any act or failure to act by either of the
     Administrative Agents or any other Finance Party under this Agreement or
     otherwise which may deprive any Guarantor of any right to subrogation,
     contribution or reimbursement against any Other Credit Party or any right
     to recover full indemnity for any payments made by such Guarantor in
     respect of the Guaranteed Obligations; or

                  (xi)      any other act or omission to act or delay of any
     kind by any of the Borrowers, any Other Credit Party, either of the
     Administrative Agents or any Finance Party or any other Person or any other
     circumstance whatsoever which might, but for the provisions of this clause,
     constitute a legal or equitable discharge of any Guarantor's obligations
     hereunder.

          Each Guarantor has irrevocably and unconditionally delivered this
Agreement to both Administrative Agents, for the benefit of the Finance Parties,
and the failure by any Other Credit Party or any other Person to sign this
Agreement or a guaranty similar to this Agreement or otherwise shall not
discharge the obligations of any Guarantor hereunder. The irrevocable and
unconditional liability of each Guarantor hereunder applies whether it is
jointly and severally liable for the entire amount of the Guaranteed
Obligations, or only for a pro-rata portion, and without regard to any rights
(or the impairment thereof) of subrogation, contribution or reimbursement that
such Guarantor may now or hereafter have against any Other Credit Party or any
other Person. This Agreement is and shall remain fully enforceable against each
Guarantor irrespective of any defenses that any Other Credit Party may have or
assert in respect of the Guaranteed Obligations, including, without limitation,
failure of consideration, breach of warranty, payment, statute of frauds,
statute of limitations, accord and satisfaction and usury.

          SECTION 1.03      PAYMENTS.

                                       -4-


          (a)     PAYMENTS TO BE MADE UPON DEFAULT. If any of the Borrowers or
any Other Credit Party fails to pay or perform any Guaranteed Obligation when
due in accordance with its terms (whether at stated maturity, by acceleration or
otherwise) or if any Default or Event of Default specified in Section 8.01(f) of
the Credit Agreement occurs with respect to any of the Borrowers, the Guarantors
shall, forthwith on demand of either of the Administrative Agents, pay the
aggregate amount of all Guaranteed Obligations to such Administrative Agent, who
shall hold such proceeds on behalf of both Administrative Agents.

          (b)     GENERAL PROVISIONS AS TO PAYMENTS. Each payment hereunder
shall be made without set-off, counterclaim or other deduction, in Federal or
other funds immediately available at the applicable Administrative Office and to
all Derivatives Creditors, as applicable, or to their representatives, at the
address(es) referred to in SECTION 5.01.

          (c)     TAXES.

                  (i)       PAYMENTS NET OF CERTAIN TAXES. Any and all payments
     by any Guarantor to or for the account of any Finance Party hereunder or
     under any other Finance Document shall be made free and clear of and
     without deduction for any and all present or future taxes, duties, levies,
     imposts, deductions, charges and withholdings whatsoever now or hereafter
     imposed by any Governmental Authority, and all liabilities (including,
     without limitation, interest, penalties and additions to tax) with respect
     thereto, excluding any and all Excluded Taxes (all such non-Excluded Taxes
     being hereinafter referred to as "TAXES"). If any Guarantor shall be
     required by Law to deduct any Taxes from or in respect of any sum payable
     hereunder or under any other Finance Document to any Finance Party, (A) the
     sum payable shall be increased as necessary so that after making all
     required deductions and withholdings (including deductions and withholdings
     applicable to additional sums payable under this Section) such Finance
     Party receives an amount equal to the sum it would have received had no
     such deductions or withholdings been made, (B) such Guarantor shall make
     such deductions and withholdings, (C) such Guarantor shall pay the full
     amount deducted or withheld to the relevant taxation authority or other
     authority in accordance with applicable Law and (D) such Guarantor shall
     furnish to the relevant Administrative Agent, at the applicable
     Administrative Office, the original or a certified copy of a receipt
     evidencing payment thereof.

                  (ii)      OTHER TAXES. In addition, the Guarantors, jointly
     and severally, agree to pay any and all present or future stamp or
     documentary, excise or property taxes, charges or similar levies (including
     mortgage recording taxes and similar fees) which arise from any payment
     made pursuant to this Agreement or any other Finance Document or from the
     execution, delivery, registration or enforcement of, or otherwise with
     respect to, this Agreement or any other Finance Document (collectively,
     "OTHER TAXES").

                  (iii)     INDEMNIFICATION. Each Guarantor, jointly and
     severally, agrees to indemnify each Finance Party for the full amount of
     Taxes and Other Taxes (including, without limitation, any Taxes or Other
     Taxes imposed or asserted by any jurisdiction on amounts payable under this
     SECTION 1.03(c)), as applicable, whether or not correctly or legally
     asserted, paid by such Finance Party and all liabilities (including
     penalties, interest and expenses) arising therefrom or with respect
     thereto. This indemnification shall be paid within 15 days after such
     Finance Party makes written demand therefor.

          (d)     JUDGMENT CURRENCY.

                                       -5-


                  (i)       SATISFACTION OF OBLIGATIONS IN AGREEMENT CURRENCY.
     The obligations of the Guarantors hereunder and under the other Finance
     Documents to make payments in a specified currency (the "OBLIGATION
     CURRENCY") shall not be discharged or satisfied by any tender or recovery
     pursuant to any judgment expressed in or converted into any currency other
     than the Obligation Currency, except to the extent that such tender or
     recovery results in the effective receipt by a Finance Party of the full
     amount of the Obligation Currency expressed to be payable to it hereunder
     or another Finance Document.

                  (ii)      EXCHANGE RATIO. If, for the purpose of obtaining or
     enforcing judgment against any Guarantor in any court or in any
     jurisdiction, it becomes necessary to convert into or from any currency
     other than the Obligation Currency (such other currency being hereinafter
     referred to as the "JUDGMENT CURRENCY") an amount due in the Obligation
     Currency, the conversion shall be made at the Exchange Rate determined as
     of the Business Day immediately preceding the date on which the judgment is
     given (such Business Day being hereinafter referred to as the "JUDGMENT
     CURRENCY CONVERSION DATE").

                  (iii)     CHANGES IN EXCHANGE RATES. If there is a change in
     the rate of exchange prevailing between the Judgment Currency Conversion
     Date and the date of actual payment of the amount due, the Guarantors,
     jointly and severally, covenant and agree to pay, or cause to be paid, or
     remit, or cause to be remitted, such additional amounts, if any (but in any
     event not a lesser amount), as may be necessary to ensure that the amount
     paid in the Judgment Currency, when converted at the rate of exchange
     prevailing on the date of payment, will produce the amount of the
     Obligation Currency which could have been purchased with the amount of
     Judgment Currency stipulated in the judgment or judicial award at the rate
     of exchange prevailing on the Judgment Currency Conversion Date.

                  (iv)      For purposes of determining any rate of exchange or
     currency equivalent for this Section, such amounts shall include any
     premium and costs payable in connection with the purchase of the Obligation
     Currency.

          (e)     APPLICATION OF PAYMENTS.

                  (i)       PRIORITY OF DISTRIBUTIONS. All payments received by
     the Administrative Agents hereunder shall be applied as provided in Section
     8.03 of the Credit Agreement.

                  (ii)      DISTRIBUTIONS WITH RESPECT TO LETTERS OF CREDIT.
     Each of the Guarantors and the Finance Parties agrees and acknowledges that
     if (after all outstanding Loans, LC Obligations and BA Reimbursement
     Obligations have been paid in full) the Lenders are to receive a
     distribution on account of undrawn amounts with respect to Letters of
     Credit issued (or deemed issued) under the Credit Agreement, such amounts
     shall be deposited in the applicable LC Cash Collateral Account as cash
     security for the repayment of Guaranteed Obligations owing to the Lenders
     as such. Upon termination of all outstanding Letters of Credit, all of such
     cash security shall be applied to the remaining Guaranteed Obligations of
     the Lenders. If there remains any excess cash security, such excess cash
     shall be withdrawn by the respective Collateral Agent from the respective
     LC Cash Collateral Account and distributed in accordance with SECTION
     1.03(e)(i) hereof.

                  (iii)     DISTRIBUTIONS WITH RESPECT TO BANKERS' ACCEPTANCES.
     Each of the Guarantors and the Finance Parties agrees and acknowledges that
     if (after all outstanding Loans, LC Obligations and BA Reimbursement
     Obligations have been paid in full) the Lenders are to receive a
     distribution on account of any Bankers' Acceptance outstanding (or deemed

                                       -6-


     outstanding) under the Credit Agreement, such amounts shall be deposited in
     the applicable cash collateral account established pursuant to Section
     2.06(k) of the Credit Agreement, as cash security for the repayment of
     Guaranteed Obligations owing to the Lenders as such. Upon maturity of all
     outstanding Bankers' Acceptances, all of such cash security shall be
     applied to the remaining Guaranteed Obligations of the Lenders. If there
     remains any excess cash security, such excess cash shall be withdrawn by
     the Canadian Collateral Agent from the relevant cash collateral account and
     distributed in accordance with SECTION 1.03(e)(i) hereof.

          SECTION 1.04      DISCHARGE; REINSTATEMENT IN CERTAIN CIRCUMSTANCES.
Each Guarantor's obligations hereunder shall remain in full force and effect
until the Commitments have been terminated and the principal of and interest on
the Loans, all LC Obligations and BA Reimbursement Obligations and all other
amounts payable by any of the Borrowers and the Other Credit Parties under or
with respect to the Guaranteed Obligations have been irrevocably paid in full in
cash. No payment or payments made by any of the Borrowers, any Other Credit
Party or any other Person or received or collected by any Finance Party from any
of the Borrowers, any Other Credit Party or any other Person by virtue of any
action or proceeding or any set-off or appropriation or application at any time
or from time to time in reduction of or in payment of the Guaranteed Obligations
shall be deemed to modify, reduce, release or otherwise affect the liability of
any Guarantor hereunder, it being understood that each Guarantor shall,
notwithstanding any such payment or payments, remain liable for the Guaranteed
Obligations until the Guaranteed Obligations are irrevocably paid in full in
cash. If at any time any payment by any of the Borrowers, any Other Credit Party
or any other Person of any Guaranteed Obligation is rescinded or must otherwise
be restored or returned upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of any of the Borrowers or such Other Credit Party
or other Person or upon or as a result of the appointment of a receiver,
intervener or conservator of, or trustee or similar officer for any of the
Borrowers or such Other Credit Party or other Person or any substantial part of
its respective property or otherwise, each Guarantor's obligations hereunder
with respect to such payment shall be reinstated as though such payment had been
due but not made at such time. Each Guarantor agrees that payment or performance
of any of the Guaranteed Obligations or other acts which toll any statute of
limitations applicable to the Guaranteed Obligations shall also toll the statute
of limitations applicable to each Guarantor's liability hereunder.

          SECTION 1.05      WAIVER BY THE GUARANTORS. Each Guarantor hereby
waives presentment to, demand of payment from and protest to the Other Credit
Parties of any of the Guaranteed Obligations, and also waives promptness,
diligence, notice of acceptance of its guarantee, any other notice with respect
to any of the Guaranteed Obligations and this Agreement and any requirement that
any Agent or any other Finance Party protect, secure, perfect or insure any Lien
or any property subject thereto. Each Guarantor further waives any right to
require that resort be had by any Agent or any other Finance Party to any
security held for payment of the Guaranteed Obligations or to any balance of any
deposit, account or credit on the books of the any Agent or any other Finance
Party in favor of any Credit Party or any other Person. Each Guarantor hereby
consents and agrees to each of the following to the fullest extent permitted by
Law, and agrees that such Guarantor's obligations under this Agreement shall not
be released, diminished, impaired, reduced or adversely affected by any of the
following, and waives any rights (including rights to notice) which such
Guarantor might otherwise have as a result of or in connection with any of the
following:

                  (i)       any renewal, extension, modification, increase,
     decrease, alteration or rearrangement of all or any part of the Guaranteed
     Obligations or any instrument executed in connection therewith, or any
     contract or understanding with any Other Credit Party, any Agent, the other
     Finance Parties, or any of them, or any other Person, pertaining to the
     Guaranteed Obligations;

                                       -7-


                  (ii)      any adjustment, indulgence, forbearance or
     compromise that might be granted or given by any Agent or any other Finance
     Party to any Other Credit Party or any other Person liable on the
     Guaranteed Obligations; or the failure of any Agent or any other Finance
     Party to assert any claim or demand or to exercise any right or remedy
     against any Other Credit Party under the provisions of any Finance Document
     or otherwise; or any rescission, waiver, amendment or modification of, or
     any release from any of the terms or provisions of, any Finance Document or
     any other agreement, including with respect to any Other Credit Party under
     this Agreement;

                  (iii)     the insolvency, bankruptcy, arrangement, adjustment,
     composition, liquidation, disability, dissolution or lack of power of any
     Other Credit Party or any other Person at any time liable for the payment
     of all or part of the Guaranteed Obligations; or any dissolution of any
     Other Credit Party, or any change, restructuring or termination of the
     corporate structure or existence of any Other Credit Party, or any sale,
     lease or transfer of any or all of the assets of any Other Credit Party, or
     any change in the shareholders, partners, or members of any Other Credit
     Party; or any default, failure or delay, willful or otherwise, in the
     performance of the Guaranteed Obligations;

                  (iv)      the invalidity, illegality or unenforceability of
     all or any part of the Guaranteed Obligations, or any document or agreement
     executed in connection with the Guaranteed Obligations, for any reason
     whatsoever, including the fact that the Guaranteed Obligations, or any part
     thereof, exceed the amount permitted by Law, the act of creating the
     Guaranteed Obligations or any part thereof is ULTRA VIRES, the officers or
     representatives executing the documents or otherwise creating the
     Guaranteed Obligations acted in excess of their authority, the Guaranteed
     Obligations violate applicable usury laws, any Other Credit Party has valid
     defenses, claims or offsets (whether at law, in equity or by agreement)
     which render the Guaranteed Obligations wholly or partially uncollectible
     from such Other Credit Party, the creation, performance or repayment of the
     Guaranteed Obligations (or the execution, delivery and performance of any
     document or instrument representing part of the Guaranteed Obligations or
     executed in connection with the Guaranteed Obligations or given to secure
     the repayment of the Guaranteed Obligations) is illegal, uncollectible,
     legally impossible or unenforceable, or the documents or instruments
     pertaining to the Guaranteed Obligations have been forged or otherwise are
     irregular or not genuine or authentic;

                  (v)       any full or partial release of the liability of any
     Other Credit Party or of any other Person now or hereafter liable, whether
     directly or indirectly, jointly, severally, or jointly and severally, to
     pay, perform, guarantee or assure the payment of the Guaranteed Obligations
     or any part thereof, it being recognized, acknowledged and agreed by each
     Guarantor that such Guarantor may be required to pay the Guaranteed
     Obligations in full without assistance or support of any other Person, and
     such Guarantor has not been induced to enter into this Agreement on the
     basis of a contemplation, belief, understanding or agreement that any party
     other than the Borrowers will be liable to perform the Guaranteed
     Obligations, or that the Finance Parties will look to any other party to
     perform the Guaranteed Obligations;

                  (vi)      the taking or accepting of any other security,
     collateral or guarantee, or other assurance of payment, for all or any part
     of the Guaranteed Obligations;

                  (vii)     any release, surrender, exchange, subordination,
     deterioration, waste, loss or impairment (including negligent, willful,
     unreasonable or unjustifiable impairment) of any Letter of Credit,
     collateral, property or security, at any time existing in connection with,
     or assuring or securing payment of, all or any part of the Guaranteed
     Obligations;

                                       -8-


                  (viii)    any right that any Guarantor may now or hereafter
     have under Section 3-606 of the UCC or otherwise to unimpaired collateral;

                  (ix)      the failure of any Agent, any other Finance Party or
     any other Person to exercise diligence or reasonable care in the
     preservation, protection, enforcement, sale or other handling or treatment
     of all or any part of such collateral, property or security;

                  (x)       the fact that any collateral, security, security
     interest or lien contemplated or intended to be given, created or granted
     as security for the repayment of the Guaranteed Obligations shall not be
     properly perfected or created, or shall prove to be unenforceable or
     subordinate to any other security interest or lien, it being recognized and
     agreed by each Guarantor that such Guarantor is not entering into this
     Agreement in reliance on, or in contemplation of the benefits of, the
     validity, enforceability, collectibility or value of any of the Collateral;

                  (xi)      any payment by any Other Credit Party to either of
     the Administrative Agents, any other Agent or any other Finance Party being
     held to constitute a preference under Title 11 of the United States Code or
     any similar Federal, foreign or state Law, or for any reason any Agent or
     any other Finance Party being required to refund such payment or pay such
     amount to any Other Credit Party or someone else;

                  (xii)     any other action taken or omitted to be taken with
     respect to the Guaranteed Obligations, or the security and collateral
     therefor, whether or not such action or omission prejudices any Guarantor
     or increases the likelihood that any Guarantor will be required to pay the
     Guaranteed Obligations pursuant to the terms hereof, it being the
     unambiguous and unequivocal intention of each Guarantor that such Guarantor
     shall be obligated to pay the Guaranteed Obligations when due,
     notwithstanding any occurrence, circumstance, event, action or omission
     whatsoever, whether or not contemplated, and whether or not otherwise or
     particularly described herein, except for the full and final payment and
     satisfaction of the Guaranteed Obligations in cash;

                  (xiii)    the fact that all or any of the Guaranteed
     Obligations cease to exist by operation of Law, including by way of a
     discharge, limitation or tolling thereof under applicable bankruptcy laws;

                  (xiv)     the existence of any claim, set-off or other right
     which any Guarantor may have at any time against any Other Credit Party,
     either of the Administrative Agents, any other Finance Party or any other
     Person, whether in connection herewith or any unrelated transactions;
     PROVIDED that nothing herein shall prevent the assertion of any such claim
     by separate suit or compulsory counterclaim; or

                  (xv)      any other circumstance that might in any manner or
     to any extent otherwise constitute a defense available to, vary the risk
     of, or operate as a discharge of, such Guarantor as a matter of Law or
     equity.

All waivers herein contained shall be without prejudice to the right of the
Administrative Agents at their option to proceed against any Credit Party or any
other Person, whether by separate action or by joinder.

          SECTION 1.06      AGREEMENT TO PAY; SUBORDINATION OF SUBROGATION
CLAIMS. In furtherance of the foregoing and not in limitation of any other right
that either of the Administrative Agents, any other Agent or any other Finance
Party has at law or in equity against any Guarantor by

                                       -9-


virtue hereof, upon the failure of any Other Credit Party to pay any Guaranteed
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the relevant
Administrative Agent or such other Finance Party as designated thereby in cash
the amount of such unpaid Guaranteed Obligations. Upon payment by any Guarantor
of any sums to such Administrative Agent or any Finance Party as provided above,
all rights of such Guarantor against any Other Credit Party arising as a result
thereof by way of right of subrogation, contribution, reimbursement, indemnity
or otherwise shall (including, without limitation, in the case of any Subsidiary
Guarantor, any rights of such Guarantor arising under ARTICLE II of this
Agreement) in all respects be subordinate and junior in right of payment to the
prior indefeasible payment in full in cash of all the Guaranteed Obligations. No
failure on the part of any Other Credit Party or any other Person to make any
payments in respect of any subrogation, contribution, reimbursement, indemnity
or similar right (or any other payments required under applicable Law or
otherwise) shall in any respect limit the obligations and liabilities of any
Subsidiary Guarantor with respect to its obligations hereunder. If any amount
shall erroneously be paid to any Guarantor on account of such subrogation,
contribution, reimbursement, indemnity or similar right, such amount shall be
held in trust for the benefit of the Finance Parties and shall forthwith be
turned over to the relevant Administrative Agent in the exact form received by
such Guarantor (duly endorsed by such Guarantor to such Administrative Agent, if
required) to be credited against the payment of the Guaranteed Obligations,
whether matured or unmatured, in accordance with the terms of the Finance
Documents.

          SECTION 1.07      STAY OF ACCELERATION. If acceleration of the time
for payment of any amount payable by either of the Borrowers under or with
respect to the Guaranteed Obligations is stayed upon the insolvency or
bankruptcy of such Borrower, all such amounts otherwise subject to acceleration
under the terms of the Credit Agreement, the Notes, any Derivatives Agreement or
any other agreement or instrument evidencing or securing the Guaranteed
Obligations shall nonetheless be payable by the Guarantors hereunder, jointly
and severally, forthwith on demand by either of the Administrative Agents, the
holders of at least 51% of the Derivatives Obligations or any other Finance
Party, as applicable, in the manner provided in SECTION 1.01.

          SECTION 1.08      NO SET-OFF. No act or omission of any kind or at any
time on the part of any Finance Party in respect of any matter whatsoever shall
in any way affect or impair the rights of either of the Administrative Agents or
any other Finance Party to enforce any right, power or benefit under this
Agreement, and no set-off, claim, reduction or diminution of any Guaranteed
Obligation or any defense of any kind or nature which any Guarantor has or may
have against any of the Borrowers or any Finance Party shall be available
against either of the Administrative Agents or any other Finance Party in any
suit or action brought by either of the Administrative Agents or any other
Finance Party to enforce any right, power or benefit provided for by this
Agreement; PROVIDED that nothing herein shall prevent the assertion by any
Guarantor of any such claim by separate suit or compulsory counterclaim. Nothing
in this Agreement shall be construed as a waiver by any Guarantor of any rights
or claims which it may have against any Finance Party hereunder or otherwise,
but any recovery upon such rights and claims shall be had from such Finance
Party separately, it being the intent of this Agreement that each Guarantor
shall be unconditionally, absolutely and jointly and severally obligated to
perform fully all its obligations, covenants and agreements hereunder for the
benefit of each Finance Party.

                                   ARTICLE II
                  INDEMNIFICATION, SUBROGATION AND CONTRIBUTION

          SECTION 2.01      INDEMNITY AND SUBROGATION. In addition to all such
rights of indemnity and subrogation as the Subsidiary Guarantors may have under
applicable Law (but subject to SECTION 1.07 above), each of the Borrowers agrees
that (i) in the event a payment shall be made by any Subsidiary Guarantor under
this Agreement, each of the Borrowers shall, jointly and severally, indemnify
such

                                      -10-


Subsidiary Guarantor for the full amount of such payment and such Subsidiary
Guarantor shall be subrogated to the rights of the person to whom such payment
shall have been made to the extent of such payment and (ii) in the event any
assets of any Subsidiary Guarantor shall be sold pursuant to any Collateral
Document to satisfy a claim of any Finance Party, the Borrowers shall, jointly
and severally, indemnify such Subsidiary Guarantor in an amount equal to the
greater of the book value or the fair market value of the assets so sold.

          SECTION 2.02      CONTRIBUTION AND SUBROGATION. Each Subsidiary
Guarantor (a "CONTRIBUTING GUARANTOR") agrees (subject to SECTION 1.06 above)
that, in the event a payment shall be made by any other Subsidiary Guarantor
under this Agreement or assets of any other Subsidiary Guarantor shall be sold
pursuant to any Collateral Document to satisfy a claim of any Finance Party and
such other Subsidiary Guarantor (the "CLAIMING GUARANTOR") shall not have been
fully indemnified by the Borrowers as provided in SECTION 2.01, the Contributing
Guarantor shall indemnify the Claiming Guarantor in an amount equal to the
amount of such payment or the greater of the book value or the fair market value
of such assets, as the case may be, in each case multiplied by a fraction the
numerator of which shall be the net worth of the Contributing Guarantor on the
date that the obligation(s) supporting such claim were incurred under this
Agreement and the denominator of which shall be the aggregate net worth of all
the Subsidiary Guarantors on such date (or, in the case of any Subsidiary
Guarantor becoming a party hereto pursuant to SECTION 5.11, the date of the
Accession Agreement executed and delivered by such Subsidiary Guarantor). Any
Contributing Guarantor making any payment to a Claiming Guarantor pursuant to
this SECTION 2.02 shall be subrogated to the rights of such Claiming Guarantor
under SECTION 2.01 to the extent of such payment.

                                   ARTICLE III
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

          SECTION 3.01      REPRESENTATIONS AND WARRANTIES; CERTAIN AGREEMENTS.
Each Guarantor hereby represents, warrants and covenants as follows:

          (a)     All representations and warranties contained in the Credit
Agreement that relate to such Guarantor are true and correct.

          (b)     Such Guarantor agrees to comply with each of the covenants
contained in the Credit Agreement that impose or purport to impose, through
agreements with the Borrowers, restrictions or obligations on such Guarantor.

          (c)     Such Guarantor acknowledges that any default in the due
observance or performance by such Guarantor of any covenant, condition or
agreement contained herein may constitute an Event of Default under Section 8.01
of the Credit Agreement.

          (d)     Such Guarantor has, independently and without reliance upon
either of the Administrative Agents or any other Finance Party and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Such Guarantor has
investigated fully the benefits and advantages which will be derived by it from
execution of this Agreement, and the Board of Directors (or persons performing
similar functions in case of a Guarantor which is not a corporation) of such
Guarantor has decided that a direct or an indirect benefit will accrue to such
Guarantor by reason of the execution of this Agreement.

          (e)     (i) This Agreement is not given with actual intent to hinder,
delay or defraud any Person to which such Guarantor is or will become, on or
after the date hereof, indebted; (ii) such Guarantor has received at least a
reasonably equivalent value in exchange for the giving of this

                                      -11-


Agreement; and (iii) such Guarantor is Solvent on the date hereof and will not
cease to be Solvent as a result of the giving of this Agreement.

          SECTION 3.02      INFORMATION. Each of the Guarantors assumes all
responsibility for being and keeping itself informed of the financial condition
and assets of the Other Credit Parties and of all other circumstances bearing
upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope
and extent of the risks that such Guarantor assumes and incurs hereunder, and
agrees that none of the Administrative Agents, any other Agent or any other
Finance Party will have any duty to advise any of the Guarantors of information
known to it or any of them regarding such circumstances or risks.

          SECTION 3.03      SUBORDINATION BY GUARANTORS. In addition to the
terms of subordination provided for under SECTION 1.06, each Guarantor hereby
subordinates in right of payment all indebtedness of the Other Credit Parties
owing to it, whether originally contracted with such Guarantor or acquired by
such Guarantor by assignment, transfer or otherwise, whether now owed or
hereafter arising, whether for principal, interest, fees, expenses or otherwise,
together with all renewals, extensions, increases or rearrangements thereof, to
the prior indefeasible payment in full in cash of the Guaranteed Obligations,
whether now owed or hereafter arising, whether for principal, interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), fees, expenses or otherwise, together with all
renewals, extensions, increases or rearrangements thereof.

                                   ARTICLE IV
                                     SET-OFF

          SECTION 4.01      RIGHT OF SET-OFF. In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence of any Event of Default under
the Credit Agreement, each Finance Party (and each of its Affiliates) is
authorized at any time and from time to time, without presentment, demand,
protest or other notice of any kind (all of such rights being hereby expressly
waived), to set off and to appropriate and apply any and all deposits (general
or special, time or demand, provisional or final) and any other indebtedness at
any time held or owing by such Finance Party (including, without limitation,
branches, agencies or Affiliates of such Finance Party wherever located) to or
for the credit or account of any Guarantor against obligations and liabilities
of such Guarantor then due to the Finance Parties hereunder, under the other
Finance Documents or otherwise, and any such set-off shall be deemed to have
been made immediately upon the occurrence of an Event of Default even though
such charge is made or entered on the books of such Finance Party subsequent
thereto. Each Guarantor hereby agrees that to the extent permitted by law any
Person purchasing a participation in a Loan, a Note, the LC Obligations or BA
Reimbursement Obligations, whether or not acquired pursuant to the arrangements
provided for in Section 10.06 of the Credit Agreement, may exercise all rights
of set-off with respect to its participation interest as fully as if such Person
were a Finance Party and any such set-off shall reduce the amount owed by such
Guarantor to the Finance Party.

                                    ARTICLE V
                                  MISCELLANEOUS

          SECTION 5.01      NOTICES. (a) Unless otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including by facsimile transmission) and mailed, faxed or delivered, to
the address, facsimile number or (subject to SUBSECTION (b) below) electronic
mail address specified for notices: (i) in the case of any Subsidiary Guarantor,
as set forth on the signature pages hereto; (ii) in the case of the Borrowers,
the Administrative Agents or any Lender, as

                                      -12-


specified in or pursuant to Section 10.01 of the Credit Agreement; (iii) in the
case of the Collateral Agents, as specified in the relevant Collateral Document;
(iv) in the case of any Derivatives Creditor as set forth in any applicable
Derivatives Agreement; or (v) in the case of any party, at such other address as
shall be designated by such party in a notice to both of the Administrative
Agents and each other party hereto. All such notices and other communications
shall be deemed to be given or made upon the earlier to occur of: (i) actual
receipt by the intended recipient and (ii)(A) if delivered by hand or by
courier, when signed for by the intended recipient; (B) if delivered by mail,
four Business Days after deposit in the mails, postage prepaid; (C) if delivered
by facsimile transmission, when sent and receipt has been confirmed by
telephone; and (D) if delivered by electronic mail (which form of delivery is
subject to the provisions of SUBSECTION (b) below), when delivered. Rejection or
refusal to accept, or the inability to deliver because of a changed address of
which no notice was given, shall not affect the validity of notice given in
accordance with this Section.

          (b)     LIMITED USE OF ELECTRONIC MAIL. Except as expressly provided
herein or as may be agreed by both of the Administrative Agents in their sole
discretion, electronic mail and internet and intranet websites may be used only
to distribute routine communications, such as financial statements and other
information, and to distribute Finance Documents for execution by the parties
thereto, to distribute executed Finance Documents in Adobe PDF format and may
not be used for any other purpose.

          SECTION 5.02      BENEFIT OF AGREEMENT. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; PROVIDED that none of the
Guarantors may assign or transfer any of its interests and obligations without
prior written consent of the requisite Lenders in accordance with Section 10.03
of the Credit Agreement (and any such purported assignment or transfer without
such consent shall be void); PROVIDED FURTHER that (i) the rights of each Lender
to transfer, assign or grant participations in its rights and/or obligations
hereunder shall be limited as set forth in Section 10.06 of the Credit
Agreement. Upon the assignment by any Finance Party of all or any portion of its
rights and obligations under the Credit Agreement (including all or any portion
of its Commitments and the Loans owing to it) or any other Finance Document to
any other Person, such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such transferor or assignor herein or
otherwise.

          SECTION 5.03      NO WAIVERS; NON-EXCLUSIVE REMEDIES. No failure or
delay on the part of any Agent or any Finance Party to exercise, no course of
dealing with respect to, and no delay in exercising any right, power or
privilege under this Agreement or any other Finance Document or other document
or agreement contemplated hereby or thereby shall operate as a waiver thereof
nor shall any single or partial exercise of any such right, power or privilege
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies provided herein and in the
other Finance Documents are cumulative and are not exclusive of any other rights
or remedies provided by Law.

          SECTION 5.04      EXPENSES; INDEMNIFICATION.

          (a)     EXPENSES. The Guarantors, jointly and severally, agree (i) to
pay or reimburse both of the Administrative Agents for all out-of-pocket costs
and expenses incurred in connection with the preparation, negotiation and
execution of this Agreement and any amendment, waiver, consent or other
modification of the provisions hereof (whether or not the transactions
contemplated hereby are consummated), and the consummation of the transactions
contemplated hereby, including all fees, disbursements and other charges of
Fried, Frank, Harris, Shriver & Jacobson LLP, the U.S. counsel for the
Administrative Agents, and McCarthy Tetrault LLP, the Canadian counsel for the
Administrative Agents, and (ii) to pay or reimburse each Agent, any
representative of one or more Derivatives Creditors (each a "REPRESENTATIVE")
and each other Finance Party for all reasonable costs and expenses incurred in

                                      -13-


connection with the enforcement, attempted enforcement or preservation of any
rights and remedies under this Agreement (including all such costs and expenses
incurred during any "workout" or restructuring in respect of the Guaranteed
Obligations and during any legal proceeding, including any proceeding under any
bankruptcy or insolvency proceeding), including all fees and disbursements of
counsel (including the allocated charges of internal counsel. The foregoing
costs and expenses shall include all search, filing, recording, title insurance
and appraisal charges and fees and taxes related thereto, and other
out-of-pocket expenses incurred by any Agent and the costs of independent public
accountants and other outside experts retained by or on behalf of the Agents and
the Finance Parties. The agreements in this SECTION 5.04(a) shall survive the
termination of the Commitments and Derivatives Agreements and repayment of all
Guaranteed Obligations.

          (b)     INDEMNIFICATION. Whether or not the transactions contemplated
hereby or by the other Finance Documents are consummated, the Guarantors,
jointly and severally, agree to indemnify, save and hold harmless each Agent,
the Representatives, each other Finance Party and their respective Affiliates,
directors, officers, trustees, employees, counsel, agents and attorneys-in-fact
and their respective successors and assigns (collectively, the "INDEMNITEES")
from and against: (i) any and all claims, demands, actions or causes of action
that are asserted against any Indemnitee by any Person (other than either of the
Administrative Agents or any Finance Party) relating directly or indirectly to a
claim, demand, action or cause of action that such Person asserts or may assert
against any Guarantor, any Affiliate of any Guarantor or any of their respective
officers or directors; (ii) any and all claims, demands, actions or causes of
action that may at any time (including at any time following repayment of the
Guaranteed Obligations and the resignation or removal of any Agent or
Representative or the replacement of any Lender or other Finance Party) be
asserted or imposed against any Indemnitee, arising out of or relating to, the
Finance Documents, any predecessor Finance Documents, the Commitments, the use
of or contemplated use of the proceeds of any Credit Extension, or the
relationship of any Guarantor, any Agent, any Representative and the Finance
Parties under this Agreement or any other Finance Document or from any actual or
alleged presence or release of Hazardous Materials on or from any property owned
or operated by any Group Company, or any Environmental Liability related in any
way to any Group Company; (iii) any administrative or investigative proceeding
by any Governmental Authority arising out of or related to a claim, demand,
action or cause of action described in CLAUSE (i) or (ii) above; and (iv) any
and all liabilities (including liabilities under indemnities), losses, costs or
expenses (including fees and disbursements of counsel) that any Indemnitee
suffers or incurs as a result of the assertion of any foregoing claim, demand,
action or cause of action or proceeding, or as a result of the preparation of
any defense in connection with any foregoing claim, demand, action or cause of
action or proceeding, in all cases, and whether or not an Indemnitee is a party
to such claim, demand, action or cause of action, or proceeding; PROVIDED that
no Indemnitee shall be entitled to indemnification for any claim to the extent
such claim is determined by a court of competent jurisdiction in a final
non-appealable judgment to have been caused by its own gross negligence or
willful misconduct. In the case of an investigation, litigation or other
proceeding to which the indemnity in this SECTION 5.04(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by any Credit Party, its directors, shareholders or
creditors or an Indemnitee or any other Person or any Indemnitee is otherwise a
party thereto and whether or not the transactions contemplated hereby are
consummated. Each of the Guarantors agrees not to assert or permit any of their
respective Subsidiaries to assert any claim against any Agent, any
Representative, any Finance Party, any of their Affiliates or any of their
respective directors, officers, employees, attorneys, agents and advisers on any
theory of liability, for special, indirect, consequential or punitive damages
arising out of or otherwise relating to the Finance Documents, any of the
transactions contemplated herein or therein or the actual or proposed use of the
proceeds of the Loans or the Letters of Credit. Without prejudice to the
survival of any other agreement of the Guarantors hereunder and under the other
Finance Documents, the agreements and obligations of the Guarantors contained in
this SECTION 5.04(b) shall survive the repayment of the Loans, LC Obligations,
BA Reimbursement Obligations and other obligations under the Finance Documents
and the termination

                                      -14-


of the Commitments. Any amounts paid by any Indemnitee as to which such
Indemnitee has a right to reimbursement hereunder shall constitute Guaranteed
Obligations.

          (c)     CONTRIBUTION. If and to the extent that the obligations of any
Subsidiary Guarantor under this SECTION 5.04 are unenforceable for any reason,
each other Subsidiary Guarantor, jointly and severally, hereby agrees to make
the maximum contribution to the payment and satisfaction of such obligations as
is permissible under applicable Law.

          SECTION 5.05      ENFORCEMENT. The Finance Parties agree that this
Agreement may be enforced only by (i) the action of either of the Administrative
Agents acting upon the instructions of the Required Lenders, or (ii) after the
date on which all of the Senior Obligations have been paid in full, the holders
of at least 51% of the outstanding Derivatives Obligations constituting
Guaranteed Obligations, and that no other Finance Party shall have any right
individually to seek to enforce this Agreement, it being understood and agreed
that such rights and remedies may be exercised by either of the Administrative
Agents or the holders of at least 51% of the outstanding Derivatives
Obligations, as the case may be, for the benefit of the Finance Parties upon the
terms of this Agreement.

          SECTION 5.06      AMENDMENTS AND WAIVERS. Any provision of this
Agreement may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by each Guarantor directly affected by such amendment
or waiver (it being understood that the addition or release of any Guarantor
hereunder shall not constitute an amendment or waiver affecting any Guarantor
other than the Guarantor so added or released) and either (i) at all times prior
to the time at which all Senior Obligations have been paid in full, both of the
Administrative Agents (with the consent of the Required Lenders or, to the
extent required by Section 10.03 of the Credit Agreement, all or other required
percentage of the Lenders) or (ii) at all times after the time at which the
Senior Obligations have been paid in full, the holders of at least 51% of the
outstanding Derivatives Obligations constituting Guaranteed Obligations;
PROVIDED, HOWEVER, that no such amendment, change, discharge, termination or
waiver affecting the rights and benefits of a single Class of Finance Parties
(and not all Finance Parties in a like or similar manner) shall require the
written consent of the Required Finance Parties of such Class of Finance
Parties. For the purposes of this SECTION 5.06, the term "CLASS" means each
class of Finance Parties, i.e., whether (i) the Lenders, as holders of the
Senior Obligations, or (ii) the Derivatives Creditors, as holders of the
Derivatives Obligations. For the purposes of this SECTION 5.06, the term
"REQUIRED FINANCE PARTIES" of any Class means (i) with respect to the Senior
Obligations, the Required Lenders and (ii) with respect to the Derivatives
Obligations, the holders of at least 51% of all Derivatives Obligations
constituting Guaranteed Obligations outstanding from time to time.

          SECTION 5.07      GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES. Any legal action or proceeding with respect to this
Agreement may be brought in the courts of the State of New York in New York
County, or of the United States for the Southern District of New York, and, by
execution and delivery of this Agreement, each of the Guarantors hereby
irrevocably accepts for itself and in respect of its property, generally and
unconditional, the nonexclusive jurisdiction of such courts. Each of the
Guarantors irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such court and any claim that any such proceeding
brought in any such court has been brought in an inconvenient forum. Each
Guarantor hereby irrevocably appoints C.T. Corporation System its authorized
agent to accept and acknowledge service of any and all process which may be
served in any suit, action or proceeding of the nature referred to in this

                                      -15-


SECTION 5.07 and consents to process being served in any such suit, action or
proceeding upon C.T. Corporation System in any manner or by the mailing of a
copy thereof by registered or certified mail, postage prepaid, return receipt
requested, to such Guarantor's address referred to in SECTION 5.01. Each
Guarantor agrees that such service (i) shall be deemed in every respect
effective service of process upon it in any such suit, action or proceeding and
(ii) shall, to the fullest extent permitted by Law, be taken and held to be
valid personal service upon and personal delivery to it. Nothing in this SECTION
5.07 shall affect the right of any Finance Party to serve process in any manner
permitted by Law or limit the right of any Finance Party to bring proceedings
against any Guarantor in the courts of any jurisdiction or jurisdictions.

          SECTION 5.08      LIMITATION OF LAW; SEVERABILITY.

          (a)     All rights, remedies and powers provided in this may be
exercised only to the extent that the exercise thereof does not violate any
applicable provision of Law, and all of the provisions of this Agreement are
intended to be subject to all applicable mandatory provisions of Law which may
be controlling and be limited to the extent necessary so that they will not
render this Agreement invalid, unenforceable in whole or in part, or not
entitled to be recorded, registered or filed under the provisions of any
applicable Law.

          (b)     If any provision hereof is invalid or unenforceable in any
jurisdiction, then, to the fullest extent permitted by Law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in favor of the Agents and the other Finance
Parties in order to carry out the intentions of the parties hereto as nearly as
may be possible; and (ii) the invalidity or unenforceability of any provision
hereof in any jurisdiction shall not affect the validity or enforceability of
such provisions in any other jurisdiction.

          SECTION 5.09      COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement and the other Finance Documents constitute
the entire agreement and understanding among the parties hereto and supersede
any and all prior agreements and understandings, oral or written, relating to
the subject matter hereof and thereof. This Agreement shall become effective
with respect to each Guarantor when both of the Administrative Agents shall have
received counterparts hereof signed by itself and such Guarantor; provided that,
for greater certainty, this Agreement shall become effective with respect to
each of Eckerd Corporation, Eckerd Fleet, Inc., EDC Drug Stores, Inc., EDC
Licensing, Inc. Genovese Drug Stores, Inc., Thrift Drug Inc. and Thrift Drug
Services, Inc., notwithstanding the fact that such Credit Parties shall be
deemed to have executed the counterpart of this Agreement at 11:59 p.m. on July
31, 2004, upon consummation of the Acquisition.

          SECTION 5.10      WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

          SECTION 5.11      ADDITIONAL GUARANTORS. It is understood and agreed
that any Subsidiary of the Parent Borrower that is required by the Credit
Agreement to execute an Accession Agreement and counterpart of this Agreement
after the date hereof shall automatically become a Subsidiary Guarantor
hereunder with the same force and effect as if originally named as a Subsidiary
Guarantor hereunder by executing an Accession Agreement and counterpart hereof
and delivering the same to both of the Administrative Agents. The execution and
delivery of any such instrument shall not require the consent of any other
Guarantor or other parts hereunder. The rights and obligations of each Guarantor
or other

                                      -16-


party hereunder shall remain in full force and effect notwithstanding the
addition of any new Subsidiary Guarantor as a party to this Agreement.

          SECTION 5.12      TERMINATION; RELEASE OF GUARANTORS.

          (a)     TERMINATION. Upon the full, final and irrevocable payment and
performance of all Guaranteed Obligations, the cancellation of all outstanding
LC Obligations and BA Reimbursement Obligations and the termination of the
Commitments under the Credit Agreement and all Derivatives Agreements, this
Agreement shall terminate and have no further force or effect.

          (b)     RELEASE OF SUBSIDIARY GUARANTORS. In the event that all of the
capital stock of one or more of the Subsidiary Guarantors is sold or otherwise
disposed of or liquidated in compliance with the requirements of Section 7.04 or
7.05 of the Credit Agreement (or such sale, other disposition or liquidation has
been approved in writing by the Required Lenders (or all of the Lenders, if
required by Section 10.03 of the Credit Agreement) and the proceeds of such
sale, disposition or liquidation are applied in accordance with the provisions
of the Credit Agreement, to the extent applicable, such Subsidiary Guarantor or
Subsidiary Guarantors shall be released from this Agreement, and this Agreement
shall, as to each such Subsidiary Guarantor or Subsidiary Guarantors, terminate
and have no further force or effect (it being understood and agreed that the
sale of one or more Persons that own, directly or indirectly, all of the capital
stock of any Subsidiary Guarantor shall be deemed to be a sale of such
Subsidiary Guarantor for purposes of this SECTION 5.12(b)). Upon any such
release of a Subsidiary Guarantor, the Administrative Agents will, upon request
by and at the expense of such Subsidiary Guarantor, execute and deliver to such
Subsidiary Guarantor such documents as such Subsidiary Guarantor shall
reasonably request to evidence the termination of this Agreement.

          SECTION 5.13      DEFINED TERMS; CONFLICT. Capitalized terms defined
in the Credit Agreement and not otherwise defined herein have, as used herein,
the respective meanings provided for therein. To the extent that there is a
conflict or inconsistency between any provision hereof, on the one hand, and any
provision of the Credit Agreement, on the other hand, the Credit Agreement shall
control.


                            [Signature Pages Follow]

                                      -17-


          IN WITNESS WHEREOF, each Guarantor has executed this Agreement as of
the day and year first above written.

GUARANTORS:                               THE JEAN COUTU GROUP (PJC) INC.
- -----------


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                          530 Rue Beriault
                                          Longueuil, Quebec, Canada J4G 1S8
                                          Attention: Francois Jean Coutu
                                          Facsimile: (450) 646-5649


PJC ARLINGTON REALTY LLC                    BROOKS PHARMACY, INC.
PJC DORCHESTER REALTY LLC                   ECKERD CORPORATION
PJC ESSEX REALTY LLC                        ECKERD FLEET, INC.
PJC HAVERHILL REALTY LLC                    EDC DRUG STORES, INC.
PJC HYDE PARK REALTY LLC                    EDC LICENSING, INC.
PJC MANCHESTER REALTY LLC                   GENOVESE DRUG STORES, INC.
PJC MANSFIELD REALTY LLC                    JCG HOLDINGS (USA), INC.
PJC NEW LONDON REALTY LLC                   JEAN COUTU ACQUISITION ONE, INC.
PJC NORWICH REALTY LLC                      JEAN COUTU ACQUISITION TWO, INC.
PJC PETERBOROUGH REALTY LLC                 JEAN COUTU ACQUISITION THREE, INC.
PJC PROVIDENCE REALTY LLC                   MAXI DRUG NORTH, INC.
PJC REVERE REALTY LLC                       MAXI DRUG, INC.
                                            MAXI GREEN INC.
                                            MC WOONSOCKET, INC.
By: PJC SPECIAL REALTY HOLDINGS, INC., a    P.J.C. DISTRIBUTION, INC.
    Delaware corporation, as Sole Member    P.J.C. OF VERMONT INC.
    of each                                 P.J.C. REALTY CO., INC.
                                            PJC LEASE HOLDINGS, INC.
    By:                                     PJC OF CRANSTON, INC.
    ------------------------------------    PJC OF EAST PROVIDENCE, INC.
       Michel Coutu, as President           PJC OF MASSACHUSETTS, INC.
                                            PJC OF RHODE ISLAND, INC.
                                            PJC OF WEST WARWICK, INC.
Notice address for all other Guarantors:    PJC REALTY MA, INC.
50 Service Avenue                           PJC SPECIAL REALTY HOLDINGS, INC.
Warwick, Rhode Island 02836                 THE JEAN COUTU GROUP (PJC) USA, INC.
Attention: Michel Coutu                     THRIFT DRUG, INC.
Facsimile: (401) 825-3997                   THRIFT DRUG SERVICES, INC.



                                            By:
                                            ------------------------------------
                                              Michel Coutu, as President of each

[Signature page to
Guaranty Agreement]

                                      -S-1-


                                          PJC REALTY N.E. LLC
                                          JEAN COUTU GROUP HOLDINGS (USA), LLC

                                          By: THE JEAN COUTU GROUP (PJC) USA,
                                            INC.,  a Delaware corporation, its
                                            Sole Member


                                            By:
                                            ------------------------------------
                                              Michel Coutu, as President of each


                                          MAXI DRUG SOUTH, L.P.

                                          By: MAXI DRUG, INC., a Delaware
                                              corporation, its General Partner

                                            By:
                                            ------------------------------------
                                              Michel Coutu, as President


                                          SERVICES SECURIVOL INC.

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                          RX INFORMATION CENTRE LTD.

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                          PATERSON'S PHARMACIES LIMITED

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                          3090671 NOVA SCOTIA COMPANY

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

[Signature page to
Guaranty Agreement]

                                      -S-2-


                                          3090672 NOVA SCOTIA COMPANY

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


Agreed to and Accepted:

DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Term B Administrative Agent


By:
   -------------------------------------
   Name:
   Title:


Agreed to and Accepted:

NATIONAL BANK OF CANADA,
as Canadian Administrative Agent


By:
   -------------------------------------
   Name:
   Title:

[Signature page to
Guaranty Agreement]

                                      -S-3-

EX-10.4

                                                                    Exhibit 10.4

                                                                  EXECUTION COPY


                             U.S. SECURITY AGREEMENT

                            DATED AS OF JULY 30, 2004

                                      AMONG

             THE U.S. CREDIT PARTIES FROM TIME TO TIME PARTY HERETO

                                       AND

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                            AS U.S. COLLATERAL AGENT



                               TABLE OF CONTENTS*



                                                                                                              PAGE
                                                                                                              ----
                                                                                                             
                                                     ARTICLE I
                                                    DEFINITIONS

Section 1.01   Terms Defined in the Finance Documents............................................................2
Section 1.02   Terms Defined in the UCC..........................................................................2
Section 1.03   Additional Definitions............................................................................2
Section 1.04   Terms Generally..................................................................................10

                                                    ARTICLE II
                                                SECURITY INTERESTS

Section 2.01   Grant of Security Interests......................................................................10
Section 2.02   Continuing Liability of Each U.S. Credit Party...................................................11
Section 2.03   Security Interests Absolute......................................................................11
Section 2.04   Segregation of Proceeds; Cash Proceeds Account...................................................13
Section 2.05   Reinvestment Funds Account.......................................................................14
Section 2.06   LC Cash Collateral Account.......................................................................15
Section 2.07   Sinking Fund Account.............................................................................16
Section 2.08   Investment of Funds in Collateral Accounts.......................................................17

                                                    ARTICLE III
                                          REPRESENTATIONS AND WARRANTIES

Section 3.01   Title to Collateral..............................................................................17
Section 3.02   Validity, Perfection and Priority of Security Interests..........................................18
Section 3.03   Fair Labor Standards Act.........................................................................18
Section 3.04   Receivables......................................................................................18
Section 3.05   No Consents......................................................................................19
Section 3.06   Deposit and Securities Accounts..................................................................19
Section 3.07   Repurchase Agreement.............................................................................19

                                                    ARTICLE IV
                                                     COVENANTS

Section 4.01   Delivery of Perfection Certificate; Initial Perfection and Delivery of Search Reports............19
Section 4.02   Change of Name, Identity, Structure or Location; Subjection to Other Security Agreements.........20
Section 4.03   Further Actions..................................................................................20
Section 4.04   Collateral in Possession of Other Persons, Leased Real Property Locations........................20
Section 4.05   Books and Records................................................................................21
Section 4.06   Delivery of Instruments, Etc.....................................................................21
Section 4.07   Collection and Verification of Receivables.......................................................21


- --------
*    Table of Contents is not a part of the Security Agreement.

                                       -i-


                            TABLE OF CONTENTS (CONT.)



                                                                                                              PAGE
                                                                                                              ----
                                                                                                             
Section 4.08   Notification to Account Debtors..................................................................22
Section 4.09   Certificates of Title; Fixtures..................................................................22
Section 4.10   Disposition of Collateral........................................................................22
Section 4.11   Insurance........................................................................................22
Section 4.12   Information Regarding Collateral.................................................................23
Section 4.13   Covenants Regarding Intellectual Property........................................................23
Section 4.14   Deposit Accounts and Securities Accounts.........................................................25
Section 4.15   Electronic Chattel Paper.........................................................................25
Section 4.16   Claims...........................................................................................25
Section 4.17   Letter-of-Credit-Rights..........................................................................25
Section 4.18   Modification of Assigned Agreements, Etc.........................................................26

                                                     ARTICLE V
                                            GENERAL AUTHORITY; REMEDIES

Section 5.01   General Authority................................................................................26
Section 5.02   Remedies upon Event of Default...................................................................27
Section 5.03   Limitation on Duty of U.S. Collateral Agent in Respect of Collateral.............................30
Section 5.04   Application of Proceeds..........................................................................30
Section 5.05   Assigned Agreements..............................................................................31

                                                    ARTICLE VI
                                                 COLLATERAL AGENT

Section 6.01   Concerning the U.S. Collateral Agent.............................................................31
Section 6.02   Appointment of Co-Agent..........................................................................32

                                                    ARTICLE VII
                                                   MISCELLANEOUS

Section 7.01   Notices..........................................................................................32
Section 7.02   No Waivers; Non-Exclusive Remedies...............................................................33
Section 7.03   Compensation and Expenses of the U.S. Collateral Agent; Indemnification..........................33
Section 7.04   Enforcement......................................................................................35
Section 7.05   Amendments and Waivers...........................................................................35
Section 7.06   Successors and Assigns...........................................................................35
Section 7.07   Governing Law....................................................................................35
Section 7.08   Limitation of Law; Severability..................................................................36
Section 7.09   Counterparts; Effectiveness......................................................................36
Section 7.10   Additional U.S. Credit Parties...................................................................36
Section 7.11   Termination......................................................................................37
Section 7.12   Entire Agreement.................................................................................37
Section 7.13   Conflict.........................................................................................37


                                      -ii-


                            TABLE OF CONTENTS (CONT.)



                                                                                                              PAGE
                                                                                                              ----
                                                                                                           
SCHEDULES:

     Schedule 1.01    -    Claims
     Schedule 3.06    -    Deposit Accounts and Securities Accounts
     Schedule 4.01    -    Filings to Perfect Security Interests

EXHIBITS:

     Exhibit A        -    Form of Assignment of Security Interest in United States Patents and Trademarks
     Exhibit B        -    Form of Assignment of Security Interest in United States Copyrights
     Exhibit C        -    Form of Deposit Account Control Agreement
     Exhibit D        -    Form of Landlord's Waiver and Consent
     Exhibit E        -    Form of Consent to Assignment of Letter of Credit Proceeds
     Exhibit F        -    Form of Collateral Description


                                      -iii-


               U.S. SECURITY AGREEMENT dated as of July 30, 2004 (as amended,
          modified or supplemented from time to time, this "AGREEMENT") among
          the U.S. Credit Parties from time to time party hereto and DEUTSCHE
          BANK TRUST COMPANY AMERICAS, as U.S. Collateral Agent for the benefit
          of the Finance Parties referred to herein.

          THE JEAN COUTU GROUP (PJC) INC., a corporation formed and existing
under the laws of the Province of Quebec (together with its successors and
permitted assigns, the "PARENT BORROWER"), proposes to enter into a Credit
Agreement dated as of July 30, 2004 (as amended, restated, modified or
supplemented from time to time and including any agreement extending the
maturity of, refinancing or otherwise restructuring all or any portion of the
obligations of the Parent Borrower under such agreement or any successor
agreement, the "CREDIT AGREEMENT") among the Parent Borrower, THE JEAN COUTU
GROUP (PJC) USA INC., a corporation formed and existing under the laws of the
State of Delaware (the "U.S. BORROWER" and, together with the Parent Borrower,
the "BORROWERS"), the banks and other financial institutions from time to time
party thereto (the "LENDERS"), MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, as Global Transaction Coordinator, DEUTSCHE BANK SECURITIES INC.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and NATIONAL BANK FINANCIAL
INC., as U.S. Joint Lead Arrangers, DEUTSCHE BANK SECURITIES INC. and MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as U.S. Joint Bookrunners, NATIONAL
BANK FINANCIAL INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and
DEUTSCHE BANK SECURITIES INC., as Canadian Joint Lead Arrangers and as Canadian
Joint Bookrunners, NATIONAL BANK OF CANADA, as the Canadian Administrative
Agent, DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Term B Administrative Agent,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and NATIONAL BANK OF CANADA,
as U.S. Co-Syndication Agents, MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED and DEUTSCHE BANK SECURITIES INC., as Canadian Co-Syndication
Agents.

          Certain Lenders and their affiliates acting as Derivatives Creditors
(as defined in the Credit Agreement) may from time to time provide forward rate
agreements, options, swaps, caps, floors and other Derivatives Agreements (as
defined in the Credit Agreement) to the U.S. Credit Parties (as defined below).
The Lenders, each Issuing Lender, each Swingline Lender, the Administrative
Agents, the Co-Syndication Agents, the Global Transaction Coordinator, the U.S.
Joint Lead Arrangers, the Canadian Joint Lead Arrangers, the Canadian Collateral
Agent, the U.S. Collateral Agent, as collateral agent for the benefit of the
Lenders (together with its successor or successors in such capacity, the "U.S.
COLLATERAL AGENT"), each Indemnitee and each Derivatives Creditor and their
respective successors and assigns are herein referred to individually as a
"FINANCE PARTY" and collectively as the "FINANCE PARTIES".

          To induce the Lenders to enter into the Credit Agreement and the other
Senior Finance Documents (as defined in the Credit Agreement) and the
Derivatives Creditors to enter into the Derivatives Agreements constituting
Finance Documents under the Credit Agreement (collectively with the Senior
Finance Documents and the Derivatives Agreements evidencing Derivatives
Obligations (as hereinafter defined) permitted under the Credit Agreement, the
"FINANCE DOCUMENTS"), and as a condition precedent to the obligations of the
Finance Parties thereunder, the Parent Borrower and certain of its subsidiaries
(each a "GUARANTOR" and, collectively, the "GUARANTORS") have agreed, jointly
and severally, to provide a guaranty of all obligations of the Borrowers and the
other U.S. Credit Parties under or in respect of the Finance Documents.

          As a further condition precedent to the obligations of the Lenders and
the Derivatives Creditors under the Senior Finance Documents, each Borrower and
each U.S. Subsidiary Guarantor (each



a "U.S. CREDIT PARTY" and, together with each other person that becomes a party
hereto pursuant to SECTION 7.10 hereof and the respective successors and
permitted assigns of each of the foregoing, the "U.S. CREDIT PARTIES") has
agreed or will agree to grant a continuing security interest in favor of the
U.S. Collateral Agent in and to the Collateral (as hereinafter defined) to
secure the Finance Obligations (as defined in the Credit Agreement).
Accordingly, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

          SECTION 1.01      TERMS DEFINED IN THE FINANCE DOCUMENTS. Capitalized
terms defined in the Credit Agreement and not otherwise defined herein have, as
used herein, the respective meanings provided for therein.

          SECTION 1.02      TERMS DEFINED IN THE UCC. Unless otherwise defined
herein or in the Credit Agreement or the context otherwise requires, the
following terms, together with any uncapitalized terms used herein which are
defined in the UCC (as defined below), have the respective meanings provided in
the UCC: (i) As-Extracted Collateral; (ii) Certificated Security; (iii) Chattel
Paper; (iv) Documents; (v) Financial Asset; (vi) Instruments; (vii) Inventory;
(viii) Investment Property; (ix) Payment Intangibles; (x) Proceeds; (xi)
Securities Account; (xii) Securities Intermediary; (xiii) Security; (xiv)
Security Certificate; (xv) Security Entitlements; and (xvi) Uncertificated
Security.

          SECTION 1.03      ADDITIONAL DEFINITIONS. Terms defined in the
introductory section hereof have the respective meanings set forth therein. The
following additional terms, as used herein, have the following respective
meanings:

          "ACCOUNT CONTROL AGREEMENT" means (i) with respect to a Deposit
Account, a deposit account control agreement, substantially in the form of
EXHIBIT C hereto or otherwise containing similar terms and reasonably acceptable
in form and substance to the U.S. Collateral Agent, among one or more U.S.
Credit Parties, the U.S. Collateral Agent and the bank which maintains such
Deposit Account and (ii) with respect to a Securities Account, a securities
account control agreement, substantially in the form of Exhibit B to the Pledge
Agreement or otherwise containing similar terms and reasonably acceptable in
form and substance to the U.S. Collateral Agent, among one or more U.S. Credit
Parties, the U.S. Collateral Agent and the Securities Intermediary which
maintains such Securities Account, in each case as the same may be amended,
restated, modified or supplemented from time to time.

          "ACCOUNTS" means (i) all "accounts" (as defined in the UCC), (ii) all
of the rights of any U.S. Credit Party in, to and under all purchase orders for
goods, services or other property, (iii) all of the rights of any U.S. Credit
Party to any goods, services or other property represented by any of the
foregoing (including returned or repossessed goods and unpaid seller's rights of
rescission, replevin, reclamation and rights to stoppage in transit) and (iv)
all monies due to or to become due to any U.S. Credit Party under any and all
contracts for any of the foregoing (in each case, whether or not yet earned by
performance on the part of such U.S. Credit Party), including, without
limitation, the right to receive the Proceeds of said purchase orders and
contracts, all Supporting Obligations of any kind given by any Person with
respect to all or any of the foregoing.

          "ACCOUNT DEBTOR" means an "account debtor" (as defined in the UCC),
and also means and includes Persons obligated to pay negotiable instruments and
other Receivables.

          "ASSIGNED AGREEMENTS" means with respect to each U.S. Credit Party
those contracts and agreements of such U.S. Credit Party identified in or
pursuant to SECTION VI of such U.S. Credit Party's

                                      - 2 -


Perfection Certificate, as the same may be amended, modified or supplemented
from time to time, and all Supporting Obligations of any kind given by any
Person with respect to all or any of the foregoing.

          "CASH PROCEEDS ACCOUNT" has the meaning set forth in SECTION 2.04(a)
of this Agreement.

          "CLAIMS" means all "commercial tort claims" (as defined in the UCC),
including, without limitation, each of the claims described on SCHEDULE 1.01
hereto, as such Schedule may be amended, modified or supplemented from time to
time, and also means and includes all claims, causes of action and similar
rights and interests (however characterized) of a U.S. Credit Party, whether
arising in contract, tort or otherwise, and whether or not subject to any
action, suit, investigation or legal, equitable, arbitration or administrative
proceedings.

          "COLLATERAL" has the meaning set forth in SECTION 2.01 of this
Agreement.

          "COLLATERAL ACCOUNTS" means one or more of the Cash Proceeds Account,
the LC Cash Collateral Account, the Reinvestment Funds Account, the Sinking
Account and any other Securities Accounts or Deposit Accounts established with
or in the possession or under the control of the U.S. Collateral Agent
(including Individual Store Accounts) into which cash or cash Proceeds
(including cash Proceeds of insurance policies, awards of condemnation or other
compensation) of any Collateral are deposited from time to time, collectively.

          "COMPUTER HARDWARE" means all computer and other electronic data
processing hardware of a U.S. Credit Party, whether now or hereafter owned,
licensed or leased by such U.S. Credit Party, including, without limitation, all
integrated computer systems, central processing units, memory units, display
terminals, printers, features, computer elements, card readers, tape drives,
hard and soft disk drives, cables, electrical supply hardware, generators, power
equalizers, accessories, peripheral devices and other related computer hardware,
all documentation, flowcharts, logic diagrams, manuals, specifications, training
materials, charts and pseudo codes associated with any of the foregoing and all
options, warranties, services contracts, program services, test rights,
maintenance rights, support rights, renewal rights and indemnifications relating
to any of the foregoing.

          "COPYRIGHT" means any of the following, whether now existing or
hereafter arising, created or acquired:

                  (i)       the United States and foreign copyrights described
     on SCHEDULE V to any U.S. Credit Party's Perfection Certificate (as each
     such schedule may be amended, modified or supplemented from time to time)
     and any renewals thereof;

                  (ii)      all other common law and/or statutory rights in all
     copyrightable subject matter under the Laws of the United States or any
     other country (whether or not the underlying works of authorship have been
     published);

                  (iii)     all registrations and applications for registration
     of any such copyright in the United States or any other country, including
     registrations, recordings, supplemental, derivative or collective work
     registrations and pending applications for registrations in the United
     States Copyright Office or any other country;

                  (iv)      all computer programs, web pages, computer data
     bases and computer program flow diagrams, including all source codes and
     object codes related to any or all of the foregoing;

                                      - 3 -


                  (v)       all tangible property embodying or incorporating any
     or all of the foregoing, whether in completed form or in some lesser state
     of completion, and all masters, duplicates, drafts, versions, variations
     and copies thereof, in all formats;

                  (vi)      all claims for, and rights to sue for, past, present
     and future infringement of any of the foregoing;

                  (vii)     all income, royalties, damages and payments now or
     hereafter due or payable with respect to any of the foregoing, including,
     without limitation, damages and payments for past, present or future
     infringements thereof and payments and damages under all Copyright Licenses
     in connection therewith;

                  (viii)    all rights in any of the foregoing, whether arising
     under the Laws of the United States or any foreign country or otherwise, to
     copy, record, synchronize, broadcast, transmit, perform and/or display any
     of the foregoing or any matter which is the subject of any of the foregoing
     in any manner and by any process now known or hereafter devised; and

                  (ix)      the name and title of each Copyright item and all
     rights of any U.S. Credit Party to the use thereof, including, without
     limitation, rights protected pursuant to trademark, service mark, unfair
     competition, anti-cybersquatting and/or the rules and principles of any
     other applicable statute, common law or other rule or principle of law now
     existing or hereafter arising.

          "COPYRIGHT ASSIGNMENT" means an Assignment of Security Interest in
United States Copyrights, substantially in the form of EXHIBIT B to this
Agreement, between one or more U.S. Credit Parties and the U.S. Collateral
Agent, as the same may be amended, modified or supplemented from time to time.

          "COPYRIGHT LICENSE" means any agreement now or hereafter in existence
granting to any U.S. Credit Party any rights, whether exclusive or
non-exclusive, to use another Person's copyrights or copyright applications, or
pursuant to which any U.S. Credit Party has granted to any other Person, any
right, whether exclusive or non-exclusive, with respect to any Copyright,
whether or not registered, including, without limitation, the Copyright Licenses
described on SCHEDULE V to any U.S. Credit Party's Perfection Certificate (as
each such schedule may be amended, modified or supplemented from time to time).

          "DEPOSIT ACCOUNTS" means all "deposit accounts" (as defined in the
UCC) and also means and includes all demand, time, savings, passbook or similar
accounts maintained by a U.S. Credit Party with a bank or other financial
institution, whether or not evidenced by an Instrument, all cash and other funds
held therein and all passbooks related thereto and all certificates and
Instruments, if any, from time to time representing, evidencing or deposited
into such deposit accounts.

          "DERIVATIVES OBLIGATIONS" of any Person means all obligations
(including, without limitation, any amounts which accrue after the commencement
of any bankruptcy or insolvency proceeding with respect to such Person, whether
or not allowed or allowable as a claim under any bankruptcy or insolvency
proceeding) of such Person in respect of any Derivatives Agreement, excluding
any amounts which such Person is entitled to set-off against its obligations
under applicable Law.

          "DIRECT EXPOSURE" has the meaning set forth in SECTION 2.06 of this
Agreement.

                                      - 4 -


          "EQUIPMENT" means all "equipment" (as defined in the UCC), including
all items of machinery, equipment, Computer Hardware, furnishings and fixtures
of every kind, whether or not affixed to real property, as well as all motor
vehicles, automobiles, trucks, trailers, railcars, barges and vehicles of every
description, handling and delivery equipment, all additions to, substitutions
for, replacements of or accessions to any of the foregoing, all attachments,
components, parts (including spare parts) and accessories whether installed
thereon or affixed thereto and all fuel for any thereof and all options,
warranties, service contracts, program services, test rights, maintenance
rights, support rights, improvement rights and indemnifications relating to any
of the foregoing.

          "EXEMPT DEPOSIT ACCOUNTS" means Deposit Accounts the balance of which
consists exclusively of (i) withheld income taxes and federal, state or local
employment taxes in such amounts as are required in the reasonable judgment of
the Parent Borrower to be paid to the Internal Revenue Service or state or local
government agencies within the following two months with respect to employees of
any of the U.S. Credit Parties or (ii) amounts required to be paid over to an
employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for
the benefit of employees of one or more U.S. Credit Parties.

          "FINANCE OBLIGATIONS" means:

                  (i)       all Senior Obligations and

                  (ii)      all Derivatives Obligations permitted under the
     Credit Agreement owed or owing to any Derivatives Creditor.

in each case whether now or hereafter due, owing or incurred in any manner,
whether actual or contingent, whether incurred solely or jointly with any other
Person and whether as principal or surety (and including all liabilities in
connection with any notes, bills or other instruments accepted by any Finance
Party in connection therewith), together in each case with all renewals,
modifications, consolidations or extensions thereof.

          "GENERAL INTANGIBLES" means all "general intangibles" (as defined in
the UCC) and also means and includes (i) all Payment Intangibles and other
obligations and indebtedness owing to any U.S. Credit Party (other than
Accounts), from whatever source arising, (ii) all Claims, Judgments and/or
Settlements, (iii) all rights or claims in respect of refunds for taxes paid,
(iv) all rights in respect of any pension plans or similar arrangements
maintained for employees of any U.S. Credit Party or any member of the ERISA
Group, (v) all interests in limited liability companies and/or partnerships
which interests do not constitute Securities and (vi) all Supporting Obligations
of any kind given by any Person with respect to all or any of the foregoing.

          "INDIVIDUAL STORE ACCOUNTS" means (a) Deposit Accounts, the balance of
which consists exclusively of a single retail store's receipts that is in the
ordinary course of the business swept daily into a concentration account, and
(b) EDI settlement account number 10501854 with Mellon Bank, N.A..

          "INTELLECTUAL PROPERTY" means all Patents, Trademarks, Copyrights,
Software, Licenses, rights in intellectual property, goodwill, trade names,
service marks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how, domain names, mask works, customer lists,
vendor lists, subscription lists, data bases and related documentation,
registrations, franchises and all other intellectual or other similar property
rights.

                                      - 5 -


          "JUDGMENTS" means all judgments, decrees, verdicts, decisions or
orders issued in resolution of or otherwise in connection with a Claim, whether
or not final or subject to appeal, and including all rights of enforcement
relating thereto and any and all Proceeds thereof.

          "LETTER-OF-CREDIT RIGHT" means all "letter-of-credit rights" (as
defined in the UCC) and also means and includes all rights of a U.S. Credit
Party to demand payment or performance under a letter of credit (as defined in
Article V of the UCC).

          "LICENSE" means any Patent License, Trademark License, Copyright
License, Software License or other license or sublicense as to which any U.S.
Credit Party is a party.

          "LIQUID INVESTMENTS" has the meaning set forth in SECTION 2.08 of this
Agreement.

          "LC CASH COLLATERAL ACCOUNT" has the meaning set forth in SECTION 2.06
of this Agreement.

          "MATERIAL REAL PROPERTY" has the meaning given to it in the Credit
Agreement.

          "PATENT" means any of the following:

                  (i)       the United States and foreign patents described on
     SCHEDULE V to any U.S. Credit Party's Perfection Certificate (as each such
     schedule may be amended, modified or supplemented from time to time) and
     any renewals thereof;

                  (ii)      all other letters patent and design letters patent
     of the United States or any other country;

                  (iii)     all applications filed or in preparation for filing
     for letters patent and design letters patent of the United States or any
     other country including, without limitation, applications in the United
     States Patent and Trademark Office or in any similar office or agency of
     the United States or any other country or political subdivision thereof;

                  (iv)      all reissues, divisions, continuations,
     continuations-in-part, revisions, renewals or extensions thereof;

                  (v)       all claims for, and rights to sue for, past, present
     or future infringement of any of the foregoing;

                  (vi)      all income, royalties, damages and payments now or
     hereafter due or payable with respect to any of the foregoing, including,
     without limitation, damages and payments for past, present or future
     infringements thereof and payments and damages under all Patent Licenses in
     connection therewith; and

                  (vii)     all rights corresponding to any of the foregoing
     whether arising under the Laws of the United States or any foreign country
     or otherwise.

          "PATENT AND TRADEMARK ASSIGNMENT" means an Assignment of Security
Interest in United States Patents and Trademarks, substantially in the form of
EXHIBIT A to this Agreement, between one or more U.S. Credit Parties and the
U.S. Collateral Agent, as the same may be amended, modified or supplemented from
time to time.

                                      - 6 -


          "PATENT LICENSE" means any agreement now or hereafter in existence
granting to any U.S. Credit Party any right, whether exclusive or non-exclusive,
with respect to any Person's patent or any invention now or hereafter in
existence, whether or not patentable, or pursuant to which any U.S. Credit Party
has granted to any other Person, any right, whether exclusive or non-exclusive,
with respect to any Patent or any invention now or hereafter in existence,
whether or not patentable and whether or not a Patent or application for Patent
is in or hereafter comes into existence on such invention, including, without
limitation, the Patent Licenses described on SCHEDULE V to any U.S. Credit
Party's Perfection Certificate (as each such schedule may be amended, modified
or supplemented from time to time).

          "PERFECTION CERTIFICATE" means with respect to each U.S. Credit Party
a certificate, substantially in the form of EXHIBIT F-1 to the Credit Agreement,
completed and supplemented with the schedules and attachments contemplated
thereby.

          "PERMITTED LIEN" means any Lien referred to in, and permitted by,
SECTION 7.02 of the Senior Credit Agreement.

          "RECEIVABLES" means all Accounts, all Payment Intangibles, all
Instruments, all Chattel Paper, all Letter-of-Credit Rights and all Supporting
Obligations supporting or otherwise relating to any of the foregoing.

          "RECORDABLE INTELLECTUAL PROPERTY" means Intellectual Property the
transfer of which is required to be recorded in the United States Patent and
Trademark Office or the United States Copyright Office in order to be effective
against subsequent third party transferees; PROVIDED that the following shall
not be considered "RECORDABLE INTELLECTUAL PROPERTY" hereunder: (i) unregistered
United States Copyrights and (ii) non-exclusive Licenses.

          "REINVESTMENT FUNDS" has the meaning set forth in SECTION 2.05(a) of
this Agreement.

          "REINVESTMENT FUNDS ACCOUNT" has the meaning set forth in SECTION
2.05(a) of this Agreement.

          "RELEVANT CONTINGENT EXPOSURE" has the meaning set forth in SECTION
2.06 of this Agreement.

          "REPURCHASE AGREEMENT" means (a) the Sale and Purchase Agreement which
provides that the Parent Borrower will purchase the Preferred Shares the U.S.
Borrower holds in JCG Holdings (USA), Inc. and will grant to the U.S. Borrower a
non-assignable right to repurchase from the Parent Borrower (subject to the Jean
Coutu Group Holdings (USA), LLC's right of first refusal) such Preferred Shares
in whole or in part, at any time for $1,486,400,000 and any accrued but unpaid
dividends and (b) the Forward Sale Agreement which provides that the U.S.
Borrower will be required to purchase in 10 years from Closing the Preferred
Shares for $1,486,400,000 and any accrued but unpaid dividends and any board of
director's resolution and proxy statement incident thereto.

          "SECURITY INTERESTS" means the security interests in the Collateral
granted under this Agreement securing the Finance Obligations.

          "SENIOR OBLIGATIONS" means with respect to each Credit Party, without
duplication:

                  (i)       in the case of each Borrower, all principal of and
     interest (including, without limitation, any interest which accrues after
     the commencement of any bankruptcy or insolvency proceeding with respect
     to, whether or not allowed or allowable as a claim under any

                                      - 7 -


     bankruptcy or insolvency proceeding) on any Loan made to or LC Obligation
     or BA Reimbursement Obligation under, or any Note issued pursuant to, the
     Credit Agreement or any other Senior Finance Document;

                  (ii)      all fees, expenses, indemnification obligations,
     foreign currency exchange obligations and other amounts of whatever nature
     now or hereafter payable by such Credit Party (including, without
     limitation, any amounts which accrue after the commencement of any
     bankruptcy or insolvency proceeding with respect to such Credit Party,
     whether or not allowed or allowable as a claim under any bankruptcy or
     insolvency proceeding) pursuant to the Credit Agreement, this Agreement or
     any other Senior Finance Document;

                  (iii)     all expenses of any Finance Party as to which it has
     a right to reimbursement under SECTION 7.03(a) or (b) of this Agreement or
     under any other similar provision of any other Senior Finance Document,
     including, without limitation, any and all sums advanced by the U.S.
     Collateral Agent to preserve any Collateral or preserve its security
     interests in any Collateral;

                  (iv)      all amounts paid by any Indemnitee as to which such
     Indemnitee has the right to reimbursement under SECTION 7.03(c) of this
     Agreement, SECTION 10.05 of the Credit Agreement or under any other similar
     provision of any other Senior Finance Document; and

                  (v)       in the case of each Borrower and each Subsidiary
     Guarantor, all amounts now or hereafter payable by such Borrower or such
     Subsidiary Guarantor and all other obligations or liabilities now existing
     or hereafter arising or incurred (including, without limitation, any
     amounts which accrue after the commencement of any bankruptcy or insolvency
     proceeding with respect to any Credit Party, whether or not allowed or
     allowable as a claim under any bankruptcy or insolvency proceeding) on the
     part of the such Borrower or such Subsidiary Guarantor pursuant to the
     Guaranty in respect of the Credit Agreement or any other Senior Finance
     Document;

in each case whether now or hereafter due, owing or incurred in any manner,
whether actual or contingent, whether incurred solely or jointly with any other
Person and whether as principal or surety (and including all liabilities in
connection with any notes, bills or other instruments accepted by any Finance
Party in connection therewith), together in each case with all renewals,
modifications, consolidations or extensions thereof.

          "SETTLEMENTS" means all right, title and interest of a U.S. Credit
Party in, to and under any settlement agreement or other agreement executed in
settlement or compromise of any Claim, including all rights to enforce such
agreements and all payments thereunder or arising in connection therewith.

          "SINKING FUND ACCOUNT" has the meaning set forth in SECTION 2.07 of
this Agreement.

          "SOFTWARE" means all "software" (as defined in the UCC), and also
means and includes all software programs, whether now or hereafter owned,
licensed or leased by a U.S. Credit Party, designed for use on Computer
Hardware, including, without limitation, all operating system software,
utilities and application programs in whatever form and whether or not embedded
in goods, all source code and object code in magnetic tape, disk or hard copy
format or any other listings whatsoever, all firmware associated with any of the
foregoing all documentation, flowcharts, logic diagrams, manuals,
specifications, training materials, charts and pseudo codes associated with any
of the foregoing, and all options, warranties, services contracts, program
services, test rights, maintenance rights, support rights, renewal rights and
indemnifications relating to any of the foregoing.

                                      - 8 -


          "SOFTWARE LICENSE" means any agreement (including any agreement
constituting a Copyright License, Patent License and/or Trademark License) now
or hereafter in existence granting to any U.S. Credit Party any right, whether
exclusive or non-exclusive, to use another Person's Software, or pursuant to
which any U.S. Credit Party has granted to any other Person, any right, whether
exclusive or non-exclusive, to use any Software, whether or not subject to any
registration.

          "SUPPORTING OBLIGATION" means a Letter-of-Credit Right, Guarantee or
other secondary obligation supporting or any Lien securing the payment or
performance of one or more Receivables, General Intangibles, Documents, Assigned
Agreements or Investment Property.

          "TRADEMARK" means any of the following:

                  (i)       the United States and foreign trademarks described
     on SCHEDULE V to any U.S. Credit Party's Perfection Certificate (as each
     such schedule may be amended, modified or supplemented from time to time)
     and any renewals thereof (but excluding in all cases all intent-to-use
     United States trademark applications for which an amendment to allege use
     or statement of use has not been filed under 15 U.S.C. Section 1051(c) or
     15 U.S.C. Section 1051(d), respectively, or if filed, has not been deemed
     in conformance with 15 U.S.C. Section 1051(a) or examined and accepted,
     respectively, by the United States Patent and Trademark Office);

                  (ii)      all other trademarks, trade names, corporate names,
     company names, business names, fictitious business names, trade styles,
     service marks, logos, certification marks, collective marks, brand names
     and trade dress which are or have been used in the United States or in any
     state, territory or possession thereof, or in any other place, nation or
     jurisdiction, along with all prints and labels on which any of the
     foregoing have appeared or appear, package and other designs, and any other
     source or business identifiers, and general intangibles of like nature, and
     the rights in any of the foregoing which arise under applicable law;

                  (iii)     the goodwill of the business symbolized thereby or
     associated with each of the foregoing;

                  (iv)      all registrations and applications in connection
     therewith, including, without limitation, registrations and applications in
     the United States Patent and Trademark Office or in any similar office or
     agency of the United States, any state thereof or any other country or any
     political subdivision thereof;

                  (v)       all reissues, extensions and renewals thereof;

                  (vi)      all claims for, and rights to sue for, past, present
     or future infringements of any of the foregoing;

                  (vii)     all income, royalties, damages and payments now or
     hereafter due or payable with respect to any of the foregoing, including,
     without limitation, damages and payments for past, present or future
     infringements thereof and payments and damages under all Trademark Licenses
     in connection therewith; and

                  (viii)    all rights corresponding to any of the foregoing
     whether arising under the Laws of the United States or any foreign country
     or otherwise.

          "TRADEMARK LICENSE" means any agreement now or hereafter in existence
granting to any U.S. Credit Party any right, whether exclusive or non-exclusive,
to use another Person's trademarks or

                                      - 9 -


trademark applications, or pursuant to which any U.S. Credit Party has granted
to any other Person, any right, whether exclusive or non-exclusive, to use any
Trademark, whether or not registered, including, without limitation, the
Trademark Licenses described on SCHEDULE V to any U.S. Credit Party's Perfection
Certificate (as each such schedule may be amended, modified or supplemented from
time to time) and the rights to prepare for sale, sell and advertise for sale,
all of the inventory now or hereafter owned by any U.S. Credit Party and now or
hereafter covered by such license agreements.

          "UCC" means the Uniform Commercial Code as in effect from time to time
in the State of New York; PROVIDED that if by reason of mandatory provisions of
Law, the perfection, the effect of perfection or non-perfection or the priority
of the Security Interests in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than New York, "UCC" means
the Uniform Commercial Code as in effect in such other jurisdiction for purposes
of the provisions hereof relating to such perfection, effect of perfection or
non-perfection or priority.

          "U.S. COLLATERAL AGENT" means Deutsche Bank Trust Company Americas, in
its capacity as collateral agent for the Finance Parties, and its successor or
successors in such capacity.

          "U.S. CREDIT PARTY" means the Borrowers and each U.S. Subsidiary
Guarantor, and "U.S. CREDIT PARTIES" means all of them, collectively.

          SECTION 1.04      TERMS GENERALLY. The definitions in SECTIONS 1.02
and 1.03 shall apply equally to both the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation". All references herein to Articles, Sections, Exhibits and Schedules
shall be deemed references to Articles and Sections of, and Exhibits and
Schedules to, this Agreement unless the context shall otherwise require. Unless
otherwise expressly provided herein, the word "day" means a calendar day.

                                   ARTICLE II
                               SECURITY INTERESTS

          SECTION 2.01      GRANT OF SECURITY INTERESTS. To secure the due and
punctual payment of all Finance Obligations, howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, now or hereafter
existing or due or to become due, in accordance with the terms thereof and to
secure the performance of all of the obligations of each U.S. Credit Party
hereunder and under the other Finance Documents, each U.S. Credit Party hereby
grants to the U.S. Collateral Agent for the benefit of the Finance Parties a
security interest in, and each U.S. Credit Party hereby pledges and collaterally
assigns to the U.S. Collateral Agent for the benefit of the Finance Parties, all
of such U.S. Credit Party's right, title and interest in, to and under the
following, whether now owned or existing or hereafter acquired, created or
arising, whether tangible or intangible, and regardless of where located (all of
which are herein collectively called the "COLLATERAL"):

                  (i)       all Receivables;

                  (ii)      all Inventory;

                  (iii)     all General Intangibles;

                  (iv)      all Intellectual Property;

                                     - 10 -


                  (v)       all Documents and all Supporting Obligations of any
     kind given by any Person with respect thereto;

                  (vi)      all Equipment;

                  (vii)     all Investment Property and all Supporting
     Obligations of any kind given by any Person with respect thereto;

                  (viii)    all Assigned Agreements;

                  (ix)      all Deposit Accounts;

                  (x)       all As-Extracted Collateral;

                  (xi)      the Collateral Accounts, all cash and other property
     deposited therein or credited thereto from time to time, the Liquid
     Investments made pursuant to SECTION 2.08 and other monies and property of
     any kind of any U.S. Credit Party maintained with or in the possession of
     or under the control of the U.S. Collateral Agent;

                  (xii)     all books and records (including, without
     limitation, customer lists, credit files, computer programs, printouts and
     other computer materials and records) of each U.S. Credit Party pertaining
     to any of the Collateral; and

                  (xiii)    all Proceeds of all or any of the Collateral
     described in CLAUSES (i) through (xii) hereof;

PROVIDED, HOWEVER, that, except as otherwise required by SECTION 6.10(d) of the
Credit Agreement, the Collateral shall not include shares of capital stock
having voting power in excess of 65% of the voting power of all classes of
capital stock of a Foreign Subsidiary of any U.S. Credit Party if, and solely to
the extent that, the inclusion of such shares of capital stock hereunder would
cause the undistributed earnings of such Foreign Subsidiary as determined for
United States federal income tax purposes to be treated as a deemed repatriation
of the earnings of such Foreign Subsidiary to such Foreign Subsidiary's United
States parent for United States federal income tax purposes; and PROVIDED,
FURTHER, that the Collateral shall not include any Exempt Deposit Accounts.

          SECTION 2.02      CONTINUING LIABILITY OF EACH U.S. CREDIT PARTY.
Anything herein to the contrary notwithstanding, each U.S. Credit Party shall
remain liable to observe and perform all the terms and conditions to be observed
and performed by it under any contract, agreement, warranty or other obligation
with respect to the Collateral. Neither the U.S. Collateral Agent nor any
Finance Party shall have any obligation or liability under any such contract,
agreement, warranty or obligation by reason of or arising out of this Agreement
or the receipt by the U.S. Collateral Agent or any Finance Party of any payment
relating to any Collateral, nor shall the U.S. Collateral Agent or any Finance
Party be required to perform or fulfill any of the obligations of any U.S.
Credit Party with respect to any of the Collateral, to make any inquiry as to
the nature or sufficiency of any payment received by it or the sufficiency of
the performance of any party's obligations with respect to any Collateral.
Furthermore, neither the U.S. Collateral Agent nor any Finance Party shall be
required to file any claim or demand to collect any amount due or to enforce the
performance of any party's obligations with respect to the Collateral.

          SECTION 2.03      SECURITY INTERESTS ABSOLUTE. All rights of the U.S.
Collateral Agent, all security interests hereunder and all obligations of each
U.S. Credit Party hereunder are unconditional and absolute and independent and
separate from any other security for or guaranty of the Finance Obligations,

                                     - 11 -


whether executed by such U.S. Credit Party, any other U.S. Credit Party or any
other Person. Without limiting the generality of the foregoing, the obligations
of each U.S. Credit Party hereunder shall not be released, discharged or
otherwise affected or impaired by:

                  (i)       any extension, renewal, settlement, compromise,
     acceleration, waiver or release in respect of any obligation of any other
     U.S. Credit Party under any Finance Document or any other agreement or
     instrument evidencing or securing any Finance Obligation, by operation of
     law or otherwise;

                  (ii)      other than pursuant to SECTION 7.05 hereof, any
     change in the manner, place, time or terms of payment of any Finance
     Obligation or any other amendment, supplement or modification to any
     Finance Document or any other agreement or instrument evidencing or
     securing any Finance Obligation;

                  (iii)     any release, non-perfection or invalidity of any
     direct or indirect security for any Finance Obligation, any sale, exchange,
     surrender, realization upon, offset against or other action in respect of
     any direct or indirect security for any Finance Obligation or any release
     of any other obligor or U.S. Credit Parties in respect of any Finance
     Obligation;

                  (iv)      any change in the existence, structure or ownership
     of any U.S. Credit Party, or any insolvency, bankruptcy, reorganization,
     arrangement, readjustment, composition, liquidation or other similar
     proceeding affecting any U.S. Credit Party or its assets or any resulting
     disallowance, release or discharge of all or any portion of any Finance
     Obligation;

                  (v)       the existence of any claim, set-off or other right
     which any U.S. Credit Party may have at any time against the Borrowers, any
     other U.S. Credit Party, any Agent, any other Finance Party or any other
     Person, whether in connection herewith or any unrelated transaction;
     PROVIDED that nothing herein shall prevent the assertion of any such claim
     by separate suit or compulsory counterclaim;

                  (vi)      any invalidity or unenforceability relating to or
     against the Borrowers or any other U.S. Credit Party for any reason of any
     Finance Document or any other agreement or instrument evidencing or
     securing any Finance Obligation or any provision of applicable Law or
     regulation purporting to prohibit the payment by the Borrowers or any other
     U.S. Credit Party of any Finance Obligation;

                  (vii)     any failure by any Finance Party: (A) to file or
     enforce a claim against any U.S. Credit Party or its estate (in a
     bankruptcy or other proceeding); (B) to give notice of the existence,
     creation or incurrence by any U.S. Credit Party of any new or additional
     indebtedness or obligation under or with respect to the Finance
     Obligations; (C) to commence any action against any U.S. Credit Party; (D)
     to disclose to any U.S. Credit Party any facts which such Finance Party may
     now or hereafter know with regard to any U.S. Credit Party; or (E) to
     proceed with due diligence in the collection, protection or realization
     upon any collateral securing the Finance Obligations;

                  (viii)    any direction as to application of payment by the
     Borrowers, any other U.S. Credit Party or any other Person;

                  (ix)      any subordination by any Finance Party of the
     payment of any Finance Obligation to the payment of any other liability
     (whether matured or unmatured) of any U.S. Credit Party to its creditors;

                                     - 12 -


                  (x)       any act or failure to act by the U.S. Collateral
     Agent or any other Finance Party under this Agreement or otherwise which
     may deprive any U.S. Credit Party of any right to subrogation, contribution
     or reimbursement against any other U.S. Credit Party or any right to
     recover full indemnity for any payments made by such U.S. Credit Party in
     respect of the Finance Obligations; or

                  (xi)      any other act or omission to act or delay of any
     kind by any U.S. Credit Party or any Finance Party or any other Person or
     any other circumstance whatsoever which might, but for the provisions of
     this clause, constitute a legal or equitable discharge of any U.S. Credit
     Party's obligations hereunder.

          Each U.S. Credit Party has irrevocably and unconditionally delivered
this Agreement to the U.S. Collateral Agent, for the benefit of the Finance
Parties, and the failure by any other Person to sign this Agreement or a
security agreement similar to this Agreement or otherwise shall not discharge
the obligations of any U.S. Credit Party hereunder.

          This Agreement shall remain fully enforceable against each U.S. Credit
Party irrespective of any defenses that any other U.S. Credit Party may have or
assert in respect of the Finance Obligations, including, without limitation,
failure of consideration, breach of warranty, payment, statute of frauds,
statute of limitations, accord and satisfaction and usury.

          SECTION 2.04      SEGREGATION OF PROCEEDS; CASH PROCEEDS ACCOUNT.

          (a)     CREATION OF CASH PROCEEDS ACCOUNT. There is hereby established
with the U.S. Collateral Agent a Securities Account (the "CASH PROCEEDS
ACCOUNT") in the name of Deutsche Bank Trust Company Americas, as U.S.
Collateral Agent" and under the exclusive control of the U.S. Collateral Agent,
into which there shall be deposited from time to time the cash proceeds of the
Collateral required to be delivered to the U.S. Collateral Agent pursuant to
SUBSECTION (b) of this Section. Any income received by the U.S. Collateral Agent
with respect to the balance from time to time standing to the credit of the Cash
Proceeds Account, including any interest or capital gains on Liquid Investments,
shall remain, or be deposited, in the Cash Proceeds Account. All right, title
and interest in and to the cash amounts on deposit from time to time in the Cash
Proceeds Account together with any Liquid Investments from time to time made
pursuant to SECTION 2.08 and any other property or assets from time to time
deposited in or credited to the Cash Proceeds Account shall vest in and be under
the sole dominion and control of the U.S. Collateral Agent for the benefit of
the Finance Parties, shall constitute part of the Collateral hereunder and shall
not constitute payment of the Finance Obligations until applied thereto as
hereinafter provided.

          (b)     DEPOSITS TO CASH PROCEEDS ACCOUNT. Upon the occurrence and
during the continuance of a Default or an Event of Default, except as otherwise
provided in SECTION 2.05 or 2.06, each U.S. Credit Party, promptly after
receiving written instructions from the U.S. Collateral Agent to do so, shall
instruct all Account Debtors and other Persons obligated in respect of its
Receivables and other Collateral to make all payments in respect of its
Receivables and other Collateral either (i) directly to the U.S. Collateral
Agent (by instructing that such payments be remitted by direct wire transfer to
the U.S. Collateral Agent at its address referred to in SECTION 7.01 or to a
post office box which shall be in the name and under the control of the U.S.
Collateral Agent) or (ii) to one or more other banks in the United States (by
instructing that such payments be remitted by direct wire transfer to, or to a
post office box which shall be in the name and under the control of, such bank)
under an Account Control Agreement duly executed by each relevant U.S. Credit
Party and such bank or under other arrangements, in form and substance
satisfactory to the U.S. Collateral Agent, pursuant to which each relevant U.S.
Credit Party shall have irrevocably instructed such other bank (and such other
bank shall have agreed) to remit all

                                     - 13 -


proceeds of such payments directly to the U.S. Collateral Agent for deposit into
the Cash Proceeds Account or as the U.S. Collateral Agent may otherwise instruct
such bank. All such payments made to the U.S. Collateral Agent shall be
deposited in the Cash Proceeds Account. In addition to the foregoing, each U.S.
Credit Party agrees that if the Proceeds of any Collateral hereunder (including
the payments made in respect of Receivables) shall be received by it after the
occurrence and during the continuance of a Default or an Event of Default and
receipt of the U.S. Collateral Agent's written instructions pursuant to the
first sentence of this clause (b), such U.S. Credit Party shall as promptly as
possible deposit such Proceeds into the Cash Proceeds Account. Until so
deposited, all such Proceeds shall be held in trust by the relevant U.S. Credit
Party for and as the property of the U.S. Collateral Agent for the benefit of
the Finance Parties and shall not be commingled with any other funds or property
of any U.S. Credit Party; PROVIDED, however, that until a Default or an Event of
Default shall occur and receipt of the U.S. Collateral Agent's written
instructions pursuant to the first sentence of this clause (b), all collected
funds on deposit in the Cash Proceeds Account, or so much thereof as is not
required to make payment of the Finance Obligations which have become due and
payable (whether by scheduled maturity, acceleration or otherwise), shall be
withdrawn by the U.S. Collateral Agent on the next Business Day following the
day on which the U.S. Collateral Agent considers the funds deposited therein to
be collected funds and disbursed to the Borrowers or its order. Each U.S. Credit
Party hereby irrevocably consents and agrees to such disbursement. After
satisfaction of the conditions specified in this clause (b), each U.S. Credit
Party hereby irrevocably authorizes and empowers the U.S. Collateral Agent, its
officers, employees and authorized agents to endorse and sign its name on all
checks, drafts, money orders or other media of payment so delivered, and such
endorsements or assignments shall, for all purposes, be deemed to have been made
by the relevant U.S. Credit Party prior to any endorsement or assignment thereof
by the U.S. Collateral Agent. The U.S. Collateral Agent may use any convenient
or customary means for the purpose of collecting such checks, drafts, money
orders or other media of payment.

          SECTION 2.05      REINVESTMENT FUNDS ACCOUNT.

          (a)     CREATION OF AND DEPOSITS TO THE REINVESTMENT FUNDS ACCOUNT.
Promptly upon and at all times after the receipt by any U.S. Credit Party of any
Net Cash Proceeds from an Asset Disposition (other than an Excluded Asset
Disposition), Insurance Proceeds or Condemnation Awards or other amounts
required to be paid to the U.S. Collateral Agent pursuant to SECTION 2.10 (c) OR
6.06(b) of the Credit Agreement, SECTION 4.11 hereof or pursuant to any similar
provision of any other Finance Document (collectively, "REINVESTMENT FUNDS"),
such U.S. Credit Party shall establish and shall thereafter maintain an
additional Securities Account (the "REINVESTMENT FUNDS ACCOUNT") at the offices
of the U.S. Collateral Agent or such other bank or other financial institution
as such U.S. Credit Party and the U.S. Collateral Agent may agree, in the name
and under the exclusive control of the U.S. Collateral Agent. If the
Reinvestment Funds Account is not maintained at an office of the U.S. Collateral
Agent, then forthwith upon the establishment of such account, the applicable
U.S. Credit Party shall notify the U.S. Collateral Agent of the location,
account name and account number of such account and shall deliver to the U.S.
Collateral Agent an Account Control Agreement with respect to such Reinvestment
Funds Account duly executed by such U.S. Credit Party and the Securities
Intermediary maintaining such Reinvestment Funds Account. Each U.S. Credit Party
hereby agrees to cause any Reinvestment Funds received from time to time after
the establishment of the Reinvestment Funds Account to be deposited therein as
set forth in this paragraph. Any Casualty Proceeds or Condemnation Proceeds in
excess of $5,000,000 received from time to time by the U.S. Collateral Agent in
respect of which the U.S. Collateral Agent is an insured party and loss payee
and any other Reinvestment Funds shall be promptly deposited in the Reinvestment
Funds Account as set forth in this paragraph. Any income received with respect
to the balance from time to time standing to the credit of the Reinvestment
Funds Account, including any interest or capital gains on Liquid Investments,
shall remain, or be deposited, in the Reinvestment Funds Account until withdrawn
pursuant to clause (b) below or applied in accordance with Section 2.10(b) of
the Credit Agremeent. All right, title and interest in and to the cash amounts
on

                                     - 14 -


deposit from time to time in the Reinvestment Funds Account together with any
Liquid Investments from time to time made pursuant to SECTION 2.08 and any other
property or assets from time to time deposited in or credited to the
Reinvestment Funds Account shall vest in the U.S. Collateral Agent for the
benefit of the Finance Parties, shall constitute part of the Collateral
hereunder and shall not constitute payment of the Finance Obligations until
applied thereto as hereinafter provided. The U.S. Collateral Agent shall apply
to repayment of the Loans those amounts on deposit in the Reinvestment Funds
Account which are required to be applied to the repayment of the Loans in
accordance with SECTION 2.10(b)(iv) AND 2.10(c) of the Credit Agreement or any
other applicable term of any Finance Document, and, unless a Default or an Event
of Default shall have occurred and be continuing, shall promptly in accordance
with SUBSECTION (b) below release to, or upon the order of the U.S. Credit Party
in respect of which such Reinvestment Funds were delivered, those amounts on
deposit in the Reinvestment Funds Account which are not required to be so
applied or retained in the Reinvestment Funds Account pursuant to any other
provision of any Finance Document for application as provided in SUBSECTION (b)
below.

          (b)     WITHDRAWALS FROM REINVESTMENT FUNDS ACCOUNT. The balance from
time to time standing to the credit of the Reinvestment Funds Account (to the
extent not applied pursuant to the last sentence of SECTION 2.05(a)) shall be
subject to withdrawal only upon the instructions of the U.S. Collateral Agent.
Except upon the occurrence and continuation of a Default or an Event of Default,
the U.S. Collateral Agent agrees to give instructions to distribute such amounts
to the applicable U.S. Credit Party at such times and in such amounts as such
U.S. Credit Party shall request for the purpose of (x) in the case of
Reinvestment Funds received on account of an Asset Disposition, reinvesting such
Reinvestment Funds in accordance with SECTION 2.10(c)(i) of the Credit Agreement
or (ii) in the case of Reinvestment Funds received on account of Casualty or
Condemnation, repairing, reconstructing or replacing the property in respect of
which such Reinvestment Funds were received or for the purpose of repaying
indebtedness secured by a Permitted Lien on, or meeting other liabilities in
respect of, the property in respect of which such Reinvestment Funds were
received, all in accordance with SECTION 2.10(c)(ii) of the Credit Agreement.
Each U.S. Credit Party hereby irrevocably consents and agrees to such
distribution. To the extent required by any Finance Document, any such request
shall be accompanied by a certificate of the chief executive officer or chief
financial officer of such U.S. Credit Party setting forth in detail reasonably
satisfactory to the U.S. Collateral Agent the reinvestment, repair,
reconstruction or replacement for which such funds will be expended. If
immediately available cash on deposit in the Reinvestment Funds Account is not
sufficient to make any distribution to a U.S. Credit Party referred to in the
previous sentence of this SECTION 2.05(b), the U.S. Collateral Agent shall cause
to be liquidated as promptly as practicable such Liquid Investments in the
Reinvestment Funds Account designated by such U.S. Credit Party and the
Borrowers as are required to obtain sufficient cash to make such distribution
and, notwithstanding any other provision of this ARTICLE II, such distribution
shall not be made until such liquidation has taken place. Upon the occurrence
and continuation of an Event of Default, the U.S. Collateral Agent may apply or
cause to be applied (subject to collection) any or all of the balance from time
to time standing to the credit of the Reinvestment Funds Account in the manner
specified in SECTION 5.04 hereof.

          SECTION 2.06      LC CASH COLLATERAL ACCOUNT. All amounts required to
be deposited by any U.S. Credit Party as cash collateral for LC Obligations
pursuant to SECTION 2.10(b)(i), (ii) or (iii) or SECTION 8.02(c) of the Credit
Agreement, any similar provision of any other Finance Document or pursuant to
SECTION 5.04 hereof shall be deposited in a Securities Account (the "LC CASH
COLLATERAL ACCOUNT") established and maintained by such U.S. Credit Party at the
offices of the U.S. Collateral Agent or such other bank or other financial
institution as such U.S. Credit Party and the U.S. Collateral Agent may agree,
in the name and under the exclusive control of the U.S. Collateral Agent. If the
LC Cash Collateral Account is not maintained at an office of the U.S. Collateral
Agent, then forthwith upon the establishment of such account, the applicable
U.S. Credit Party shall notify the U.S. Collateral Agent of the location,
account name and account number of such account and shall deliver to the U.S.
Collateral

                                     - 15 -


Agent an Account Control Agreement with respect to such LC Cash Collateral
Account duly executed by such U.S. Credit Party and the Securities Intermediary
maintaining such LC Cash Collateral Account. Any income received with respect to
the balance from time to time standing to the credit of the LC Cash Collateral
Account, including any interest or capital gains on Liquid Investments, shall
remain, or be deposited, in the LC Cash Collateral Account. All right, title and
interest in and to the cash amounts on deposit from time to time in the LC Cash
Collateral Account together with any Liquid Investments from time to time made
pursuant to SECTION 2.08 and any other property or assets from time to time
deposited in or credited to the LC Cash Collateral Account shall vest in and be
under the sole dominion and control of the U.S. Collateral Agent for the benefit
of the Finance Parties, shall constitute part of the Collateral hereunder and
shall not constitute payment of the Finance Obligations until applied thereto as
hereinafter provided. If and when any portion of the LC Obligations on which any
deposit in the LC Cash Collateral Account was based (the "RELEVANT CONTINGENT
EXPOSURE") shall become fixed (a "DIRECT EXPOSURE") as a result of the payment
by the Issuing Lender with respect thereto of a draft presented under any Letter
of Credit, the amount of such Direct Exposure (but not more than the amount in
the LC Cash Collateral Account at the time) shall be withdrawn by the U.S.
Collateral Agent from the LC Cash Collateral Account and shall be paid to the
relevant Administrative Agent for application pursuant to the Credit Agreement,
and the Relevant Contingent Exposure shall thereupon be reduced by such amount.
In addition, funds will be released from the LC Cash Collateral Account at such
times and in such amounts as provided in SECTION 2.05(r) of the Credit
Agreement. Each U.S. Credit Party hereby irrevocably consents and agrees to each
such distribution. If a Default or an Event of Default shall have occurred and
be continuing, the excess of the funds in the LC Cash Collateral Account over
the Relevant Contingent Exposure shall be retained in the LC Cash Collateral
Account and, upon the occurrence and continuation of an Event of Default, may be
withdrawn by the U.S. Collateral Agent and applied in the manner specified in
SECTION 5.04. If immediately available cash on deposit in the LC Cash Collateral
Account is not sufficient to make any distribution to a U.S. Credit Party
referred to in this SECTION 2.06, the U.S. Collateral Agent shall cause to be
liquidated as promptly as practicable such Liquid Investments in the Cash
Collateral Account designated by such U.S. Credit Party as are required to
obtain sufficient cash to make such distribution and, notwithstanding any other
provision of this SECTION 2.06, such distribution shall not be made until such
liquidation has taken place.

          SECTION 2.07      SINKING FUND ACCOUNT.

          (a)     All amounts required to be deposited by the Borrowers as cash
collateral pursuant to SECTION 2.10(b)(xiii) of the Credit Agreement or any
similar provision of any Finance Document shall be deposited (the aggregate
amounts deposited by virtue of this sentence being the "AGGREGATE DEPOSITS") in
a Securities Account (the "SINKING FUND ACCOUNT") established and maintained by
the Parent Borrower at the offices of such bank or other financial institution
as the Parent Borrower and the U.S. Collateral Agent may agree, over which the
U.S. Collateral Agent shall have a fully perfected first priority security
interest, including the exclusive right of withdrawal for application in
accordance with this SECTION 2.07. Upon the establishment of such account, the
U.S. Credit Party so required to make such deposit shall notify the U.S.
Collateral Agent of the location, account name and account number of such
account and shall deliver to the U.S. Collateral Agent an Account Control
Agreement with respect to such Sinking Fund Account duly executed by the Parent
Borrower and the Securities Intermediary maintaining such Sinking Fund Account.
All right, title and interest in and to the cash amounts on deposit from time to
time in the Sinking Account, together with any Liquid Investments from time to
time deposited in or credited to the Sinking Account, shall constitute part of
the Collateral hereunder and shall not constitute payment of the Finance
Obligations until applied thereto as hereinafter provided.

          (b)     The Aggregate Deposits can be withdrawn by the Parent Borrower
on the occurrence of the first of : (i) the Parent Borrower having fulfilled all
of its obligations described in

                                     - 16 -


SECTION 2.10(b)(x) of the Credit Agreement, and (ii) all outstanding Term B
Loans, with respect to which amounts have been deposited in the Sinking Fund
Account, have been paid in full. If the Parent Borrower does not fulfill all of
its obligations described in SECTION 2.10(b)(x) of the Credit Agreement within
five (5) Business Days following the Catch-Up Date (as defined in the Credit
Agreement), the U.S. Collateral Agent may withdraw such amounts in the Sinking
Fund Account necessary to fulfill the Parent Borrower's obligations established
in SECTION 2.10(b)(x) of the Credit Agreement. The Term B Administrative Agent
shall apply any cash deposited in the Sinking Fund Account that is withdrawn by
the U.S. Collateral Agent pursuant to the preceding sentence to prepay the Term
B Loans. The U.S. Collateral Agent will, on the instructions of the Parent
Borrower, invest amounts on deposit in the Sinking Fund Account in Liquid
Investments. The Parent Borrower may, upon giving prior written notice to the
U.S. Collateral Agent, withdraw interest and profits (including capital gains)
on the Investments from the cash on deposit in such account. The Parent Borrower
shall have the obligation to ensure that the aggregate value of the Sinking Fund
Account is not less than the Aggregate Deposits and shall contribute to the
Sinking Fund Account an amount to cover any deficiency as and when required by
the U.S. Collateral Agent. Other than any interest and profits (including
capital gains) earned on such Investments, the Sinking Fund Account shall not
bear interest. If the maturity of the Loans has been accelerated pursuant to
SECTION 8.02 of the Credit Agreement, the Term B Administrative Agent may, in
its sole discretion, cause the U.S. Collateral Agent to withdraw amounts on
deposit in the Sinking Fund Account and apply such funds to satisfy any of the
Senior Obligations.

          SECTION 2.08      INVESTMENT OF FUNDS IN COLLATERAL ACCOUNTS. Amounts
on deposit in the Collateral Accounts shall be invested and re-invested from
time to time in such Liquid Investments as the Parent Borrower shall determine,
which Liquid Investments, other than in the case of the Sinking Fund Account,
shall be held in the name and be under the control of the U.S. Collateral Agent;
PROVIDED that, if an Event of Default has occurred and is continuing, the U.S.
Collateral Agent may liquidate any such Liquid Investments and apply or cause to
be applied the proceeds thereof in the manner specified in SECTION 5.04. For
this purpose, "LIQUID INVESTMENTS" means Cash Equivalents maturing within 30
days after a Cash Equivalent is acquired by the U.S. Collateral Agent and, in
the case of SECTION 2.07 only, other Investments otherwise permitted by the
Credit Agreement, in each case that mature or that can be liquidated for their
cash value on or prior to the Catch-up Date (as such term is defined in the
Credit Agreement), PROVIDED, HOWEVER, that (i) no Investment will be made that,
in the sole judgment of the U.S. Collateral Agent, would have required or caused
the U.S. Collateral Agent, had the U.S. Collateral Agent made the Investment, to
be in, or would result in any, violation of any Law, (ii) Investments permitted
under this SECTION 2.08 shall be subjected to a first priority perfected
security interest in favor of the U.S. Collateral Agent and (iii) if any Event
of Default shall have occurred and be continuing, the selection of such
Investments permitted under this SECTION 2.08 shall be in the sole discretion of
the U.S. Collateral Agent.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

          Each U.S. Credit Party represents and warrants that:

          SECTION 3.01      TITLE TO COLLATERAL. Such U.S. Credit Party has good
and marketable title to, or valid license, leasehold or similar interests in,
all of the Collateral in which it has granted a security interest hereunder,
free and clear of any Liens other than Permitted Liens. Such U.S. Credit Party
has taken all actions necessary under the UCC to perfect its interest in any
Receivables purchased by or assigned to it, as against its assignors and
creditors of its assignors. Other than financing statements or other similar or
equivalent documents or instruments with respect to the Security Interests,
Permitted Liens and Liens securing indebtedness to be repaid with the proceeds
of the Finance Obligations and in respect of which the Administrative Agents
have received pay-off letters and instruments appropriate

                                     - 17 -


under local Law to effect the termination of such Liens, no financing statement,
mortgage, security agreement or similar or equivalent document or instrument
covering all or any part of the Collateral is on file or of record in any
jurisdiction in which such filing or recording would be effective to perfect a
Lien on such Collateral. No Collateral is in the possession or control of any
Person (other than a U.S. Credit Party) asserting any claim thereto or security
interest therein, except that the U.S. Collateral Agent or its designee may have
possession and/or control of Collateral as contemplated hereby and by the other
Finance Documents.

          SECTION 3.02      VALIDITY, PERFECTION AND PRIORITY OF SECURITY
INTERESTS.

          (a)     The Security Interests constitute valid security interests
under the UCC securing the Finance Obligations.

          (b)     When UCC financing statements containing a description of the
Collateral in the form specified in EXHIBIT F hereto shall have been filed in
the offices specified in SCHEDULE 4.01 hereto, the Security Interests will
constitute perfected security interests in all right, title and interest of such
U.S. Credit Party in the Collateral to the extent that a security interest
therein may be perfected by filing pursuant to the UCC, prior to all other Liens
and rights of others therein except for Permitted Liens.

          (c)     When each Patent and Trademark Assignment has been filed with
the United States Patent and Trademark Office and each Copyright Assignment has
been filed with the United States Copyright Office, the Security Interests will
constitute perfected security interests in all right, title and interest of such
U.S. Credit Party in the Recordable Intellectual Property therein described to
the extent that a security interest therein may be perfected by such filing
pursuant to applicable Law, prior to all other Liens and rights of others
therein except for Permitted Liens.

          (d)     When each Account Control Agreement has been executed and
delivered to the U.S. Collateral Agent, the Security Interests will constitute
perfected security interests in all right, title and interest of the U.S. Credit
Parties in the Deposit Accounts (other than Individual Store Accounts) and
Securities Accounts, as applicable, subject thereto, prior to all other Liens
and rights of others therein and subject to no adverse claims except for
Permitted Liens.

          (e)     When each consent substantially in the form of EXHIBIT F
hereto has been executed and delivered to the U.S. Collateral Agent, the
Security Interests shall constitute perfected security interests in all right,
title and interest of such U.S. Credit Party in the Letter-of-Credit Rights
referred to therein, prior to all other Liens and rights of others therein
except for Permitted Liens.

          (f)     So long as such U.S. Credit Party is in compliance with the
provisions of SECTION 4.15, the Security Interests shall constitute perfected
security interests in all right, title and interest of such U.S. Credit Party in
all electronic Chattel Paper, prior to all other Liens and rights of others
therein except for Permitted Liens.

          SECTION 3.03      FAIR LABOR STANDARDS ACT. All of such U.S. Credit
Party's Inventory has or will have been produced in compliance with the
applicable requirements of the Fair Labor Standards Act, as amended from time to
time, or any successor statute, and regulations promulgated thereunder except to
the extent that noncompliance therewith could not reasonably be expected to have
a material adverse effect.

          SECTION 3.04      RECEIVABLES. With respect to each material
Receivable of such U.S. Credit Party, all material records, papers and documents
relating thereto (if any) are genuine and in all respects what they purport to
be, and all papers and documents (if any) relating thereto (i) represent legal,

                                     - 18 -


valid and binding obligations of the respective Account Debtor, subject to
adjustments customary in the business of such U.S. Credit Party, with respect to
unpaid indebtedness or other monetary obligations incurred by such Account
Debtor in respect of the performance of labor or services, the sale, lease,
license, assignment, exchange and delivery of the merchandise or other property
listed therein, the incurrence of a secondary obligation as set forth therein or
the use of a credit or charge card or information contained on or for use with
such a card or any combination of the foregoing, and (ii) are the only original
writings evidencing and embodying such obligations of the Account Debtor named
therein (other than copies created for general accounting purposes) and are in
compliance in all material respects with all applicable federal, state and local
Laws and applicable Laws of any relevant foreign jurisdiction.

          SECTION 3.05      NO CONSENTS. No consent of any other Person
(including, without limitation, any stockholder or creditor of such U.S. Credit
Party or any of its Subsidiaries) and no order, consent, approval, license,
authorization or validation of, or filing, recording or registration with, or
exemption by any Governmental Authority is required to be obtained by such U.S.
Credit Party in connection with the execution, delivery or performance of this
Agreement, or in connection with the exercise of the rights and remedies of the
U.S. Collateral Agent pursuant to this Agreement, except (i) as may be required
to perfect (as described in SCHEDULE 4.01 hereto) and maintain the perfection of
the security interests created hereby, (ii) with respect to vehicles represented
by a certificate of title, (iii) with respect to Receivables subject to the
Federal Assignment of Claims Act or (iv) in connection with the disposition of
the Collateral by Laws affecting the offering and sale of securities generally;
PROVIDED, HOWEVER, that (i) the registration of Copyrights in the United States
Copyright Office may be required to obtain a security interest therein that is
effective against subsequent transferees under United States Federal copyright
law and (ii) to the extent that recordation of the Security Interests in the
United States Patent and Trademark Office or the United States Copyright Office
is necessary to perfect the Security Interests or to render the Security
Interests effective against subsequent third parties, such recordations will not
have been made with respect to the items that are not Recordable Intellectual
Property.

          SECTION 3.06      DEPOSIT AND SECURITIES ACCOUNTS. SCHEDULE 3.06
hereto sets forth as of the date hereof a complete and correct list of each U.S.
Credit Party's Deposit Accounts, Individual Store Accounts and Securities
Accounts, the name and address of the financial institution which maintains each
such account and the purpose for which such account is used.

          SECTION 3.07      REPURCHASE AGREEMENT. (i) the Repurchase Agreement
has not been amended or modified, nor has any condition thereof been waived by
the U.S. Borrower or the Parent Borrower in a manner adverse in any material
respect to the rights or interests of the Lenders, and (ii) no event of default
has occurred thereunder.

                                   ARTICLE IV
                                    COVENANTS

          Each U.S. Credit Party covenants and agrees that until the payment in
full of all Finance Obligations and until there is no commitment by any Finance
Party to make further advances, incur obligations or otherwise give value, such
U.S. Credit Party will comply with the following:

          SECTION 4.01      DELIVERY OF PERFECTION CERTIFICATE; INITIAL
PERFECTION AND DELIVERY OF SEARCH REPORTS. Such U.S. Credit Party has (i)
delivered its Perfection Certificate to the U.S. Collateral Agent, (ii)
delivered, or will deliver as required by Section 6.10(f) of the Credit
Agreement, to the U.S. Collateral Agent a fully executed Account Control
Agreement with respect to each of its Deposit Accounts (other than Exempt
Deposit Accounts and Individual Store Accounts) and Securities Accounts, (iii)
delivered to the U.S. Collateral Agent a fully executed consent substantially in
the form of EXHIBIT E hereto with respect to each of its Letter-of-Credit Rights
and (iv) caused all filings and recordings

                                     - 19 -


specified in SCHEDULE 4.01 hereto to have been completed. The information set
forth in the Perfection Certificate shall be correct and complete as of the
Closing Date.

          SECTION 4.02      CHANGE OF NAME, IDENTITY, STRUCTURE OR LOCATION;
SUBJECTION TO OTHER SECURITY AGREEMENTS. Except pursuant to Asset Dispositions
permitted by the Credit Agreement, such U.S. Credit Party will not change its
name, identity, structure or location (determined as provided in Section 9-307
of the UCC) in any manner, and shall not become bound, as provided in Section
9-203(d) of the UCC, by a security agreement entered into by another Person, in
each case unless it shall have given the U.S. Collateral Agent not less than 30
days' prior notice thereof. Except pursuant to Asset Dispositions permitted by
the Credit Agreement, such U.S. Credit Party shall not in any event change the
location of any Collateral or its name, identity, structure or location
(determined as provided in Section 9-307 of the UCC), or become bound, as
provided in Section 9-203(d) of the UCC, by a security agreement entered into by
another Person, if such change would cause the Security Interests in any
Collateral to lapse or cease to be perfected unless such U.S. Credit Party has
taken on or before the date of lapse all actions necessary to ensure that the
Security Interests in the Collateral do not lapse or cease to be perfected.

          SECTION 4.03      FURTHER ACTIONS. Such U.S. Credit Party will, from
time to time at its expense and in such manner and form as the U.S. Collateral
Agent may reasonably request, execute, deliver, file and record any financing
statement, specific assignment, instrument, document, agreement or other paper
and take any other action (including, without limitation, any filings of
financing or continuation statements under the UCC and any filings with the
United States Patent and Trademark Office and the United States Copyright
Office) that from time to time may be necessary or advisable under the UCC or
with respect to Recordable Intellectual Property, or that the U.S. Collateral
Agent may reasonably request, in order to create, preserve, perfect, confirm or
validate the Security Interests or to enable the U.S. Collateral Agent and the
Finance Parties to obtain the full benefit of this Agreement or to exercise and
enforce any of its rights, powers and remedies created hereunder or under
applicable Law with respect to any of the Collateral it being understood and
agreed that no Account Control Agreements need to be delivered with respect to
the Individual Store Accounts. To the extent permitted by applicable Law, such
U.S. Credit Party hereby authorizes the U.S. Collateral Agent to file, in the
name of such U.S. Credit Party or otherwise and without the signature or other
separate authorization or authentication of such U.S. Credit Party appearing
thereon, such UCC financing statements or continuation statements as the U.S.
Collateral Agent in its sole discretion may deem necessary or appropriate to
further perfect or maintain the perfection of the Security Interests. Such U.S.
Credit Party hereby authorizes the U.S. Collateral Agent to file financing and
continuation statements describing as the Collateral covered thereby "all of the
debtor's personal property and assets" or words to similar effect,
notwithstanding that such description may be broader in scope than the
Collateral described in this Agreement. Such U.S. Credit Party agrees that a
carbon, photographic, photostatic or other reproduction of this Agreement or of
a financing statement is sufficient as a financing statement. The U.S. Credit
Parties shall pay the costs of, or incidental to, any recording or filing of any
financing or continuation statements or other assignment documents concerning
the Collateral.

          SECTION 4.04      COLLATERAL IN POSSESSION OF OTHER PERSONS, LEASED
REAL PROPERTY LOCATIONS. If any of such U.S. Credit Party's Collateral is at any
time in the possession or control of any warehouseman, vendor, bailee or any
agents or processors of any U.S. Credit Party, such U.S. Credit Party shall (i)
notify such warehouseman, vendor, bailee, agent or processor of the Security
Interests created hereby, (ii) instruct such warehouseman, vendor, bailee, agent
or processor to hold all such Collateral for the U.S. Collateral Agent's account
and subject to the U.S. Collateral Agent's instructions, and (iii) use
commercially reasonable efforts to cause such warehouseman, vendor, bailee,
agent or processor to authenticate a record acknowledging that it holds
possession of such Collateral for the benefit of the U.S. Collateral Agent and
the Finance Parties and make such authenticated record available

                                     - 20 -


to the U.S. Collateral Agent. Such U.S. Credit Party agrees that if any
warehouse receipt or receipt in the nature of a warehouse receipt is issued with
respect to any of its Inventory, such warehouse receipt or receipt in the nature
thereof shall not be "negotiable" (as such term is used in Section 7-104 of the
UCC as in effect in any relevant jurisdiction or under other relevant Law). If
any U.S. Credit Party enters into any lease of Material Real Property after the
date hereof, such U.S. Credit Party will use commercially reasonable efforts to
obtain waivers from the landlords of all such real estate, substantially in the
form of EXHIBIT D hereto or in such other form as shall be reasonably acceptable
to the U.S. Collateral Agent.

          SECTION 4.05      BOOKS AND RECORDS. Such U.S. Credit Party shall keep
full and accurate books and records relating to the Collateral, including, but
not limited to, the originals of all documentation with respect thereto, records
of all payments received, all credits granted thereon, all merchandise returned
and all other dealings therewith, and such U.S. Credit Party will make the same
available to the U.S. Collateral Agent for inspection, as required by SECTION
6.09 of the Credit Agreement. Upon direction by the U.S. Collateral Agent, such
U.S. Credit Party shall stamp or otherwise mark such books and records in such
manner as the U.S. Collateral Agent may reasonably require in order to reflect
the Security Interests.

          SECTION 4.06      DELIVERY OF INSTRUMENTS, ETC. Such U.S. Credit Party
will immediately deliver each Instrument and each Certificated Security (other
than (i) Cash Equivalents held in a Deposit Account or a Securities Account and
subject to an effective Account Control Agreement as required by SECTION 4.14
hereof and (ii) Instruments or Certificated Securities received in connection
with bankruptcy or reorganization of suppliers and customers and in settlement
of delinquent obligations of, and other disputes with, customers and suppliers
in the ordinary course of business having individually, a face amount of less
than $750,000 in the case of Instruments or Certificated Securities subject to
this CLAUSE (ii)) to the U.S. Collateral Agent, appropriately indorsed to the
U.S. Collateral Agent; PROVIDED that so long as no Default or Event of Default
shall have occurred and be continuing, and except as required by any other
Finance Document, such U.S. Credit Party may (unless otherwise provided in
SECTION 2.04(b)) retain for collection in the ordinary course of business any
checks, drafts and other Instruments received by it in the ordinary course of
business, and the U.S. Collateral Agent shall, promptly upon request of such
U.S. Credit Party, make appropriate arrangements for making any other Instrument
or Certificated Security pledged by such U.S. Credit Party available to it for
purposes of presentation, collection or renewal (any such arrangement to be
effected, to the extent deemed appropriate to the U.S. Collateral Agent, against
trust receipt or like document).

          SECTION 4.07      COLLECTION AND VERIFICATION OF RECEIVABLES.

          (a)     COLLECTION OF RECEIVABLES. Such U.S. Credit Party shall not
rescind or cancel any material indebtedness or material obligation evidenced by
any material Receivable, modify, make adjustments to, extend, renew, compromise
or settle any material dispute, claim, suit or legal proceeding relating to, or
sell or assign, any material Receivable, or interest therein, without the prior
written consent of the U.S. Collateral Agent, except that, subject to the rights
of the U.S. Collateral Agent and the Finance Parties hereunder, notwithstanding
the occurrence and continuance of an Event of Default, such U.S. Credit Party
may allow as adjustments to amounts owing under its Receivables (i) an extension
or renewal of the time or times of payment, or settlement for less than the
total unpaid balance, which such U.S. Credit Party finds appropriate in
accordance with sound business judgment and (ii) a refund or credit due as a
result of returned or damaged merchandise, all in accordance with such U.S.
Credit Party's ordinary course of business consistent with its historical
collection practices. The costs and expenses (including, without limitation,
attorneys' fees) of collection of Receivables, whether incurred by such U.S.
Credit Party or the U.S. Collateral Agent, shall be borne by the U.S. Credit
Parties.

                                     - 21 -


          (b)     VERIFICATION OF RECEIVABLES. Upon the occurrence and during
the continuance of an Event of Default, the U.S. Collateral Agent shall have the
right to make test verifications of Receivables in any manner and through any
medium that it considers advisable, and each U.S. Credit Party agrees to furnish
all such assistance and information as the U.S. Collateral Agent may require in
connection therewith. Upon the occurrence and during the continuance of an Event
of Default, each U.S. Credit Party, at its own expense, will cause its financial
officer to furnish to the U.S. Collateral Agent at any time and from time to
time promptly upon the U.S. Collateral Agent's request (i) a reconciliation of
all Receivables, (ii) an aging of all Receivables, (iii) trail balances and (iv)
a test verification of such Receivables as the U.S. Collateral Agent may
request.

          SECTION 4.08      NOTIFICATION TO ACCOUNT DEBTORS. Upon the occurrence
and during the continuance of any Event of Default and if so requested by the
U.S. Collateral Agent, such U.S. Credit Party will promptly notify (and such
U.S. Credit Party hereby authorizes the U.S. Collateral Agent so to notify) each
Account Debtor in respect of any Receivable that such Collateral has been
assigned to the U.S. Collateral Agent hereunder for the benefit of the Finance
Parties, and that any payments due or to become due in respect of such
Collateral are to be made by such Account Debtor and any other Person via direct
wire transfer to the U.S. Collateral Agent or its designee in accordance with
SECTION 2.04 hereof.

          SECTION 4.09      CERTIFICATES OF TITLE; FIXTURES. If requested by the
U.S. Collateral Agent, such U.S. Credit Party shall (i) on or prior to the
Closing Date, in the case of Equipment constituting one or more titled vehicles
now owned with a fair market value exceeding $50,000, and (ii) within 30 days
after acquiring any other Equipment constituting one or more titled vehicles
with a fair market value exceeding $50,000, deliver to the U.S. Collateral Agent
any and all certificates of title, applications for title or similar evidence of
ownership of such Equipment and shall cause the U.S. Collateral Agent to be
named as lienholder on any such certificate of title or other evidence of
ownership.

          SECTION 4.10      DISPOSITION OF COLLATERAL. Such U.S. Credit Party
will not sell, lease, exchange, license, assign or otherwise dispose of, or
grant any option with respect to, any Collateral or create or suffer to exist
any Lien (other than the Security Interests and Permitted Liens) on any
Collateral except that, subject to the rights of the U.S. Collateral Agent and
the Finance Parties hereunder if a Default or an Event of Default shall have
occurred and be continuing, such U.S. Credit Party may sell, lease, exchange,
license, assign or otherwise dispose of, or grant options with respect to,
Collateral to the extent expressly permitted by the Credit Agreement, whereupon,
in the case of any such disposition, the Security Interests created hereby in
such item (but not in any Proceeds arising from such disposition) shall cease
immediately without any further action on the part of the U.S. Collateral Agent.

          SECTION 4.11      INSURANCE. Prior to the Closing Date, such U.S.
Credit Party will cause the U.S. Collateral Agent (together with the Canadian
Collateral Agent) to be named as an insured party and loss payee, effective at
all times on and after the Closing Date, on each insurance policy covering risks
relating to any of its Inventory and Equipment. Each such insurance policy shall
include effective waivers by the insurer of all claims for insurance premiums
against the U.S. Collateral Agent and the Finance Parties, provide for coverage
to the U.S. Collateral Agent for the benefit of the Finance Parties regardless
of the breach by such U.S. Credit Party of any warranty or representation made
therein, not be subject to co-insurance, provide that all insurance proceeds in
excess of $5,000,000 per claim shall be adjusted with and payable to the U.S.
Collateral Agent (for payment to the relevant Administrative Agent for
application as required by SECTION 2.10(b), (c) or 6.06(b) of the Credit
Agreement, if then in effect, or otherwise as contemplated by the other Finance
Documents) and provide that no cancellation, termination or material
modification thereof shall be effective until at least 30 days after receipt by
the U.S. Collateral Agent of notice thereof. Such U.S. Credit Party hereby
appoints the U.S. Collateral Agent as its attorney-in-fact, effective during the
continuance of an Event of Default, to make proof of loss, claims for

                                     - 22 -


insurance and adjustments with insurers, and to execute or endorse all
documents, checks or drafts in connection with payments made as a result of any
insurance policies.

          Such U.S. Credit Party assumes all liability and responsibility in
connection with the Collateral acquired by it and the liability of such U.S.
Credit Party to pay the Finance Obligations shall in no way be affected or
diminished by reason of the fact that such Collateral may be lost, destroyed,
stolen, damaged or for any reason whatsoever unavailable to such U.S. Credit
Party.

          SECTION 4.12      INFORMATION REGARDING COLLATERAL. Such U.S. Credit
Party will, promptly upon request, provide to the U.S. Collateral Agent all
information and evidence it may reasonably request concerning the Collateral to
enable the U.S. Collateral Agent to enforce the provisions of this Agreement.

          SECTION 4.13      COVENANTS REGARDING INTELLECTUAL PROPERTY.

          (a)     Such U.S. Credit Party (either itself or through licensees)
will, for each Patent, not do any act, or omit to do any act, whereby any Patent
may become invalidated or dedicated to the public, and shall continue to mark
any products covered by a Patent with the relevant patent number or indication
that a Patent is pending as required by the patent laws, unless such U.S. Credit
Party shall reasonably and in good faith determine (and notice of such
determination shall have been delivered to the U.S. Collateral Agent) that any
of the Patent is of negligible economic value to such U.S. Credit Party.

          (b)     Such U.S. Credit Party (either itself or, if permitted by Law,
through its licensees or its sublicensees) will, for each Trademark that is in
use, (i) maintain such Trademark in full force free from any claim of
abandonment or invalidity from non-use, material alteration, naked licensing or
genericide, unless such U.S. Credit Party shall reasonably and in good faith
determine (and notice of such determination shall have been delivered to the
U.S. Collateral Agent) that any of the Trademarks is of negligible economic
value to such U.S. Credit Party, (ii) maintain the quality of products and
services offered under such Trademark in a manner substantially consistent with
or better than the quality of such products and services as of the date hereof,
(iii) display such Trademark with proper notice consistent with past practices,
including notice of federal registration, (iv) not knowingly use or knowingly
permit the use of such Trademark in violation of any third party rights, (v) not
permit any assignment in gross of such Trademark, unless such U.S. Credit Party
shall reasonably and in good faith determine (and notice of such determination
shall have been delivered to the U.S. Collateral Agent) that any of the
Trademarks is of negligible economic value to such U.S. Credit Party and (vi)
allow the U.S. Collateral Agent and its designees the right, at any time and
from time to time, to inspect such U.S. Credit Party's premises and to examine
and observe such U.S. Credit Party's books, records and operations, including,
without limitation, its quality control processes, upon reasonable notice and at
such reasonable times and as often as may be reasonably requested.

          (c)     Such U.S. Credit Party (either itself or through licensees or
sublicensees) will, for each work covered by a Copyright material to the conduct
of its business, continue to publish, reproduce, display, adopt and distribute
the work with appropriate copyright notice.

          (d)     Such U.S. Credit Party shall promptly notify the U.S.
Collateral Agent if a Responsible Officer (or, including without limitation,
general counsel or equivalent) knows or has reason to know that any Patent,
Trademark or Copyright (or any application or registration relating thereto) may
become abandoned or dedicated to the public, or of any adverse determination or
development (including, without limitation, the institution of, or any such
determination or development in, any proceeding in the United States Patent and
Trademark Office, the United States Copyright Office or any court) regarding
such U.S. Credit Party's ownership of any Patent, Trademark, Copyright or
Software, its right to register

                                     - 23 -


the same or to keep, use or maintain the same unless such U.S. Credit Party
shall reasonably and in good faith determine (and notice of such determination
shall have been delivered to the U.S. Collateral Agent) that any of the Patents,
Trademarks and Copyrights is of negligible economic value to such U.S. Credit
Party.

          (e)     Unless such U.S. Credit Party shall reasonably and in good
faith determine (and notice of such determination shall have been delivered to
the U.S. Collateral Agent) that any of the Patents, Trademarks and Copyrights is
of negligible economic value to such U.S. Credit Party, such U.S. Credit Party
will take all necessary steps to file, maintain and pursue each application
relating to the Patents, Trademarks and/or Copyrights (and to obtain the
relevant grant or registration) and to preserve and maintain all common law
rights in any Trademarks and each registration of the Patents, Trademarks and
Copyrights, including filing and paying fees for applications for renewal,
reissues, divisions, continuations, continuations-in-part, affidavits of use,
affidavits of incontestability and maintenance, and, unless such U.S. Credit
Party shall reasonably determine that any such action would be of negligible
economic value, to initiate opposition, interference, reexamination and
cancellation proceedings against third parties that conflict with a Patent,
Trademark or Copyright.

          (f)     If any rights to any Patent, Trademark, Copyright, Software or
License relating thereto is believed infringed, misappropriated, breached or
diluted by a third party, such U.S. Credit Party shall notify the U.S.
Collateral Agent promptly after a Responsible Officer (or, including without
limitation, general counsel or equivalent) obtains knowledge thereof and shall,
unless such U.S. Credit Party shall reasonably determine that any such action
would be of negligible economic value, promptly sue for infringement,
misappropriation, breach or dilution and to recover any and all damages for such
infringement, misappropriation or dilution, and take such other actions as such
U.S. Credit Party shall reasonably deem appropriate under the circumstances to
protect such Patent, Trademark, Copyright, Software or License unless such U.S.
Credit Party shall reasonably and in good faith determine (and notice of such
determination shall have been delivered to the U.S. Collateral Agent) that any
of the Patents, Trademarks and Copyrights is of negligible economic value to
such U.S. Credit Party.

          (g)     Within 45 days after the end of each fiscal quarter of the
Parent Borrower, each U.S. Credit Party will (i) inform the U.S. Collateral
Agent of all applications for Patents, Trademarks or Copyrights filed during
such fiscal quarter by such U.S. Credit Party or by any agent, employee,
licensee or delegate on its behalf with the United States Patent and Trademark
Office or the United States Copyright Office or any office or agency in any
political subdivision of the United States or in any other country or any
political subdivision thereof and (ii) upon request of the U.S. Collateral
Agent, execute any and all agreements, instruments, documents and papers as the
U.S. Collateral Agent may reasonably request to evidence the Security Interests
in such application, any resulting Patent, Trademark or Copyright and the
goodwill or accounts and general intangibles of such U.S. Credit Party relating
thereto or represented thereby, and such U.S. Credit Party hereby appoints the
U.S. Collateral Agent its attorney-in-fact to execute and file such writings for
the foregoing purposes.

          (h)     As to all material Licenses (excluding non-exclusive Licenses
of Software) entered into after the date hereof with any third party licensor,
such U.S. Credit Party will use commercially reasonable and good faith efforts
to obtain all requisite consents or approvals by the licensor to effect the
assignment of all of such U.S. Credit Party's right, title and interest
thereunder to the U.S. Collateral Agent or its designee and to effect the
sub-license contemplated under SECTION 5.02(c) upon and during the continuance
of an Event of Default, and such U.S. Credit Party shall provide immediate
written notice to the U.S. Collateral Agent upon failure to obtain any such
consent or approval.

          (i)     Such U.S. Credit Party has taken, and shall take all actions
(and cause all other Persons, including licensees, to the extent such other
Persons are subject to its control) which are

                                     - 24 -


necessary or advisable to protect, preserve and confirm the validity, priority,
perfection or enforcement of the rights granted to the U.S. Collateral Agent
under this Agreement and (iii) give the U.S. Collateral Agent prompt written
notice in accordance with 4.13(g) above, if, after the date hereof, such U.S.
Credit Party shall obtain rights to any Trademarks, Patents or Copyrights, or
enter into any new license agreements regarding any of the foregoing, and such
U.S. Credit Party hereby agrees that the provisions of this Agreement shall
automatically apply thereto. Such U.S. Credit Party will use commercially
reasonable efforts so as not to permit the inclusion in any material contract or
agreement governing or relating to any Trademarks, Patents or Copyrights
obtained after the date hereof or any license agreements entered into after the
date hereof relating to any of the foregoing of any provisions that could or
might in any way prevent or materially impair the creation of a security
interest in, or the assignment of, such U.S. Credit Party's rights and interests
therein. Such U.S. Credit Party will execute any and all agreements,
instruments, documents and papers as the U.S. Collateral Agent may request to
evidence the Security Interests in any Patent, Trademark or Copyright (or
application therefor) and the goodwill or accounts and general intangibles of
such U.S. Credit Party relating thereto or represented thereby, and such U.S.
Credit Party hereby appoints the U.S. Collateral Agent its attorney-in-fact to
execute and file such writings for the foregoing purposes.

          SECTION 4.14      DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS. No U.S.
Credit Party shall establish after the date hereof or permit to exist any
Deposit Account (except for Exempt Deposit Accounts and Individual Store
Accounts) or any Securities Account (except any such account maintained with the
U.S. Collateral Agent or constituting Collateral Accounts) without promptly
delivering to the U.S. Collateral Agent a fully executed Account Control
Agreement with respect to such account. Subject to SECTION 2.04(b) hereof and
the rights of the U.S. Collateral Agent under ARTICLE V hereof, each U.S. Credit
Party shall cause all Proceeds of Collateral hereunder to be deposited in a
Deposit Account maintained with the U.S. Collateral Agent or with respect to
which an effective Account Control Agreement has been delivered to the U.S.
Collateral Agent. No U.S. Credit Party shall permit the aggregate amount of
overnight funds on deposit in all Exempt Deposit Accounts and Individual Store
Accounts to exceed $5,000,000.

          SECTION 4.15      ELECTRONIC CHATTEL PAPER. Such U.S. Credit Party
shall create, store and otherwise maintain all records comprising electronic
Chattel Paper in a manner such that: (i) a single authoritative copy of each
such record exists which is unique, identifiable and, except as provided in
CLAUSES (iv), (v) AND (vi) below, unalterable, (ii) the authoritative copy of
each such record shall identify the U.S. Collateral Agent as the assignee
thereof, (iii) the authoritative copy of each such record is communicated to and
maintained by the U.S. Collateral Agent or its designee, (iv) copies or
revisions that add or change any assignees of such record can be made only with
the participation of the U.S. Collateral Agent, (v) each copy (other than the
authoritative copy) of such record is readily identifiable as a copy and (vi)
any revision of the authoritative copy of such record is readily identifiable as
an authorized or unauthorized revision.

          SECTION 4.16      CLAIMS. In the event any Claim in excess of
$3,000,000, or the U.S. Dollar Equivalent of such amount, arises or otherwise
becomes known after the date hereof, the applicable U.S. Credit Party will
deliver to the U.S. Collateral Agent a supplement to SCHEDULE 1.01 hereto
describing such Claim and expressly subjecting such Claim, all Judgments and/or
Settlements with respect thereto and all Proceeds thereof to the Security
Interests hereunder.

          SECTION 4.17      LETTER-OF-CREDIT-RIGHTS. If any Letter-of-Credit
Rights are hereafter acquired by any U.S. Credit Party with a face value
exceeding $750,000, the applicable U.S. Credit Party will deliver or cause to be
delivered to the U.S. Collateral Agent a fully executed consent with respect
thereto substantially in the form of EXHIBIT E hereto or in such other form as
shall be reasonably acceptable to the U.S. Collateral Agent.

                                     - 25 -


          SECTION 4.18      MODIFICATION OF ASSIGNED AGREEMENTS, ETC. Such U.S.
Credit Party will not, except with the consent of the relevant Administrative
Agent, cancel or terminate any Assigned Agreement, waive any material default
under or breach of any Assigned Agreement, compromise or settle any material
dispute, Claim, suit or legal proceeding relating to any Assigned Agreement,
sell or assign any Assigned Agreement or interest therein, consent to or permit
or accept any prepayment of amounts to become due under or in connection with
any Assigned Agreement, except as expressly provided therein, or take any other
action in connection with any Assigned Agreement which would impair the value of
the interests or rights of such U.S. Credit Party thereunder or which would
materially impair the interests or rights of the U.S. Collateral Agent under
this Agreement, except that, unless the U.S. Collateral Agent shall have
notified such U.S. Credit Party upon the occurrence of a Default or an Event of
Default that this exception is no longer applicable, such U.S. Credit Party may
modify, make adjustments with respect to, extend or renew any Assigned
Agreements in the ordinary course of business.

                                    ARTICLE V
                           GENERAL AUTHORITY; REMEDIES

          SECTION 5.01      GENERAL AUTHORITY. Each U.S. Credit Party hereby
irrevocably appoints the U.S. Collateral Agent and any officer or agent duly
appointed by the U.S. Collateral Agent as its true and lawful attorney-in-fact,
with full power of substitution, in the name of such U.S. Credit Party, the U.S.
Collateral Agent, the Finance Parties or otherwise, for the sole use and benefit
of the U.S. Collateral Agent and the Finance Parties, but at such U.S. Credit
Party's expense, to the extent permitted by Law, to exercise at any time and
from time to time while an Event of Default has occurred and is continuing all
or any of the following powers with respect to all or any of the Collateral, all
acts of such attorney being hereby ratified and confirmed; such power, being
coupled with an interest, is irrevocable until the Finance Obligations are paid
in full and until there is no commitment by any Finance Parties to make further
advances, incur obligations or otherwise give value:

                  (i)       to take any and all appropriate action and to
     execute any and all documents and instruments which may be necessary or
     desirable to carry out the terms of this Agreement;

                  (ii)      to receive, take, indorse, assign and deliver any
     and all checks, notes, drafts, acceptances, documents and other negotiable
     and non-negotiable Instruments taken or received by such U.S. Credit Party
     as, or in connection with, Collateral;

                  (iii)     to accelerate any Receivable which may be
     accelerated in accordance with its terms, and to otherwise demand, sue for,
     collect, receive and give acquittance for any and all monies due or to
     become due on or by virtue of any Collateral;

                  (iv)      to commence, settle, compromise, compound,
     prosecute, defend or adjust any Claim, suit, action or proceeding with
     respect to, or in connection with, the Collateral;

                  (v)       to sell, transfer, assign or otherwise deal in or
     with the Collateral or the Proceeds or avails thereof, including, without
     limitation, for the implementation of any assignment, lease, License,
     sublicense, grant of option, sale or other disposition of any Patent,
     Trademark, Copyright or Software or any action related thereto, as fully
     and effectually as if the U.S. Collateral Agent were the absolute owner
     thereof;

                  (vi)      to extend the time of payment of any or all of the
     Collateral and to make any allowance and other adjustments with respect
     thereto; and

                                     - 26 -


                  (vii)     to do, at its option, but at the expense of such
     U.S. Credit Party, at any time or from time to time, all acts and things
     which the U.S. Collateral Agent reasonably deems necessary to protect or
     preserve the Collateral and to realize upon the Collateral.

          SECTION 5.02      REMEDIES UPON EVENT OF DEFAULT.

          (a)     If any Event of Default has occurred and is continuing, the
U.S. Collateral Agent may, in addition to all other rights and remedies granted
to it in this Agreement and in any other agreement securing, evidencing or
relating to the Finance Obligations: (i) exercise on behalf of the Finance
Parties all rights and remedies of a secured party under the UCC (whether or not
in effect in the jurisdiction where such rights are exercised) and, in addition,
(ii) without demand of performance or other demand or notice of any kind (except
as herein provided or as may be required by mandatory provisions of Law) to or
upon any U.S. Credit Party or any other Person (all of which demands and/or
notices are hereby waived by each U.S. Credit Party), (A) withdraw all cash and
Liquid Investments in the Collateral Accounts and apply such cash and Liquid
Investments and other cash, if any, then held by it as Collateral as specified
in SECTION 5.04, (B) give notice and take sole possession and control of all
amounts on deposit in or credited to any Deposit Account or Securities Account
pursuant to the related Account Control Agreement and apply all such funds as
specified in SECTION 5.04 and (C) if there shall be no such cash, Liquid
Investments or other amounts or if such cash, Liquid Investments and other
amounts shall be insufficient to pay all the Finance Obligations in full or
cannot be so applied for any reason or if the U.S. Collateral Agent determines
to do so, collect, receive, appropriate and realize upon the Collateral and/or
sell, assign, give an option or options to purchase or otherwise dispose of and
deliver the Collateral (or contract to do so) or any part thereof at public or
private sale, at any office of the U.S. Collateral Agent or elsewhere in such
manner as is commercially reasonable and as the U.S. Collateral Agent may deem
best, for cash, on credit or for future delivery, without assumption of any
credit risk and at such price or prices as the U.S. Collateral Agent may deem
satisfactory.

          (b)     The U.S. Collateral Agent shall give each U.S. Credit Party
not less than 10 days' prior notice of the time and place of any sale or other
intended disposition of any of the Collateral, except any Collateral which is
perishable or threatens to decline speedily in value or is of a type customarily
sold on a recognized market. Any such notice shall (i) in the case of a public
sale, state the time and place fixed for such sale, (ii) in the case of a
private sale, state the day after which such sale may be consummated, (iii)
contain the information specified in Section 9-613 of the UCC, (iv) be
authenticated and (v) be sent to the parties required to be notified pursuant to
Section 9-611(c) of the UCC; PROVIDED that, if the U.S. Collateral Agent fails
to comply with this sentence in any respect, its liability for such failure
shall be limited to the liability (if any) imposed on it as a matter of law
under the UCC. The U.S. Collateral Agent and each U.S. Credit Party agree that
such notice constitutes reasonable notification within the meaning of Section
9-611 of the UCC. Except as otherwise provided herein, each U.S. Credit Party
hereby waives, to the extent permitted by applicable Law, notice and judicial
hearing in connection with the U.S. Collateral Agent's taking possession or
disposition of any of the Collateral.

          (c)     The U.S. Collateral Agent or any Finance Party may be the
purchaser of any or all of the Collateral so sold at any public sale (or, if the
Collateral is of a type customarily sold in a recognized market or is of a type
which is the subject of widely distributed standard price quotations, at any
private sale). Each U.S. Credit Party will execute and deliver such documents
and take such other action as the U.S. Collateral Agent reasonably deems
necessary or advisable in order that any such sale may be made in compliance
with Law. Upon any such sale, the U.S. Collateral Agent shall have the right to
deliver, assign and transfer to the purchaser thereof the Collateral so sold.
Each purchaser at any such sale shall hold the Collateral so sold to it
absolutely and free from any claim or right of whatsoever kind. Any such public
sale shall be held at such time or times within ordinary business hours and at
such place or places as the U.S. Collateral Agent may fix in the notice of such
sale. At any such sale, the Collateral

                                     - 27 -


may be sold in one lot as an entirety or in separate parcels, as the U.S.
Collateral Agent may determine. The U.S. Collateral Agent shall not be obligated
to make any such sale pursuant to any such notice. The U.S. Collateral Agent
may, without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and place
fixed for the sale, and such sale may be made at any time or place to which the
same may be so adjourned without further notice. In the case of any sale of all
or any part of the Collateral on credit or for future delivery, the Collateral
so sold may be retained by the U.S. Collateral Agent until the selling price is
paid by the purchaser thereof, but the U.S. Collateral Agent shall not incur any
liability in the case of the failure of such purchaser to take up and pay for
the Collateral so sold and, in the case of any such failure, such Collateral may
again be sold upon like notice.

          (d)     For the purpose of enforcing any and all rights and remedies
under this Agreement, the U.S. Collateral Agent may, if any Event of Default has
occurred and is continuing, (i) require each U.S. Credit Party to, and each U.S.
Credit Party agrees that it will, at its expense and upon the request of the
U.S. Collateral Agent, forthwith assemble, store and keep all or any part of the
Collateral as directed by the U.S. Collateral Agent and make it available at a
place designated by the U.S. Collateral Agent which is, in the U.S. Collateral
Agent's opinion, reasonably convenient to the U.S. Collateral Agent and such
U.S. Credit Party, whether at the premises of such U.S. Credit Party or
otherwise, it being understood that such U.S. Credit Party's obligation so to
deliver the Collateral is of the essence of this Agreement and that,
accordingly, upon application to a court of equity having jurisdiction, the U.S.
Collateral Agent shall be entitled to a decree requiring specific performance by
such U.S. Credit Party of such obligation; (ii) to the extent permitted by
applicable Law, enter, with or without process of law and without breach of the
peace, any premise where any of the Collateral is or may be located, and without
charge or liability to any U.S. Credit Party, seize and remove such Collateral
from such premises; (iii) have access to and use such U.S. Credit Party's books
and records relating to the Collateral; and (iv) prior to the disposition of the
Collateral, store or transfer it without charge in or by means of any storage or
transportation facility owned or leased by such U.S. Credit Party, process,
repair or recondition it or otherwise prepare it for disposition in any manner
and to the extent the U.S. Collateral Agent deems appropriate and, in connection
with such preparation and disposition, use without charge any Intellectual
Property or technical process used by such U.S. Credit Party. The U.S.
Collateral Agent may also render any or all of the Collateral unusable at any
U.S. Credit Party's premises and may dispose of such Collateral on such premises
without liability for rent or costs.

          (e)     Without limiting the generality of the foregoing, if any Event
of Default has occurred and is continuing:

                  (i)       the U.S. Collateral Agent may, subject to the
     express terms of any valid and enforceable restriction in favor of a Person
     who is not a Group Company that prohibits, or requires any consent or
     establishes any other conditions for, an assignment thereof, license, or
     sublicense, whether general, special or otherwise, and whether on an
     exclusive or non-exclusive basis, any Patents, Trademarks or Copyrights
     included in the Collateral throughout the world for such term or terms, on
     such conditions and in such manner as the U.S. Collateral Agent shall
     determine subject to the requirements of the UCC in respect thereof;

                  (ii)      the U.S. Collateral Agent may (without assuming any
     obligations or liability thereunder), at any time and from time to time,
     enforce (and shall have the exclusive right to enforce) against any
     Licensee or sublicensee all rights and remedies of any U.S. Credit Party
     in, to and under any License and take or refrain from taking any action
     under any provision thereof, and each U.S. Credit Party hereby releases the
     U.S. Collateral Agent and each of the Finance Parties from, and agrees to
     hold the U.S. Collateral Agent and each of the Finance Parties

                                     - 28 -


     free and harmless from and against any claims arising out of, any lawful
     action so taken or omitted to be taken with respect thereto;

                  (iii)     upon request by the U.S. Collateral Agent, each U.S.
     Credit Party will use its commercially reasonable efforts to obtain all
     requisite consents or approvals by the licensor or sublicensor of each
     License to effect the assignment of all of such U.S. Credit Party's right,
     title and interest thereunder to the U.S. Collateral Agent or its designee
     and will execute and deliver to the U.S. Collateral Agent a power of
     attorney, in form and substance reasonably satisfactory to the U.S.
     Collateral Agent, for the implementation of any lease, assignment, License,
     sublicense, grant of option, sale or other disposition of a Patent,
     Trademark or Copyright; and

                  (iv)      the U.S. Collateral Agent may direct each U.S.
     Credit Party to refrain, in which event each such U.S. Credit Party shall
     refrain, from using or practicing any Trademark, Patent or Copyright in any
     manner whatsoever, directly or indirectly, and shall, if requested by the
     U.S. Collateral Agent, change such U.S. Credit Party's name to eliminate
     therefrom any use of any Trademark and will execute such other and further
     documents as the U.S. Collateral Agent may request to further confirm this
     change and transfer ownership of the Trademarks, Patents, Copyrights and
     registrations and any pending applications therefor to the U.S. Collateral
     Agent.

          (f)     In the event of any disposition following the occurrence and
during the continuance of any Event of Default of any Patent, Trademark or
Copyright pursuant to this Article V, each U.S. Credit Party shall supply its
know-how and expertise relating to the manufacture and sale of the products or
services bearing Trademarks or the products, services or works made or rendered
in connection with or under Patents, Trademarks or Copyrights, and its customer
lists and other records relating to such Patents, Trademarks or Copyrights and
to the distribution of said products, services or works, to the U.S. Collateral
Agent.

          (g)     If any Event of Default has occurred and is continuing, the
U.S. Collateral Agent, instead of exercising the power of sale conferred upon it
pursuant to this SECTION 5.02, may proceed by a suit or suits at law or in
equity to foreclose the Security Interests and sell the Collateral, or any
portion thereof, under a judgment or decree of a court or courts of competent
jurisdiction, and may in addition institute and maintain such suits and
proceedings as the U.S. Collateral Agent may deem appropriate to protect and
enforce the rights vested in it by this Agreement.

          (h)     If any Event of Default has occurred and is continuing, the
U.S. Collateral Agent shall, to the extent permitted by applicable Law, without
notice to any U.S. Credit Party or any party claiming through any U.S. Credit
Party, without regard to the solvency or insolvency at such time of any Person
then liable for the payment of any of the Finance Obligations, without regard to
the then value of the Collateral and without requiring any bond from any
complainant in such proceedings, be entitled as a matter of right to the
appointment of a receiver or receivers (who may be the U.S. Collateral Agent) of
the Collateral or any part thereof, and of the profits, revenues and other
income thereof, pending such proceedings, with such powers as the court making
such appointment shall confer, and to the entry of an order directing that the
profits, revenues and other income of the property constituting the whole or any
part of the Collateral be segregated, sequestered and impounded for the benefit
of the U.S. Collateral Agent and the Finance Parties, and each U.S. Credit Party
irrevocably consents to the appointment of such receiver or receivers and to the
entry of such order.

          (i)     Each U.S. Credit Party agrees, to the extent it may lawfully
do so, that it will not at any time in any manner whatsoever claim or take the
benefit or advantage of, any appraisal, valuation, stay, extension, moratorium,
turnover or redemption Law, or any Law permitting it to direct the order in

                                     - 29 -


which the Collateral shall be sold, now or at any time hereafter in force which
may delay, prevent or otherwise affect the performance or enforcement of this
Agreement, and each U.S. Credit Party hereby waives all benefit or advantage of
all such Laws. Each U.S. Credit Party covenants that it will not hinder, delay
or impede the execution of any power granted to the U.S. Collateral Agent, the
Administrative Agents or any other Finance Party in any Finance Document.

          (j)     Each U.S. Credit Party, to the extent it may lawfully do so,
on behalf of itself and all who claim through or under it, including, without
limitation, any and all subsequent creditors, vendees, assignees and lienors,
waives and releases all rights to demand or to have any marshalling of the
Collateral upon any sale, whether made under any power of sale granted herein or
pursuant to judicial proceedings or under any foreclosure or any enforcement of
this Agreement, and consents and agrees that all of the Collateral may at any
such sale be offered and sold as an entirety.

          (k)     Each U.S. Credit Party waives, to the extent permitted by Law,
presentment, demand, protest and any notice of any kind (except the notices
expressly required hereunder or in the other Finance Documents) in connection
with this Agreement and any action taken by the U.S. Collateral Agent with
respect to the Collateral.

          SECTION 5.03      LIMITATION ON DUTY OF U.S. COLLATERAL AGENT IN
RESPECT OF COLLATERAL. Beyond the exercise of reasonable care in the custody
thereof, neither the U.S. Collateral Agent nor the Finance Parties shall have
any duty to exercise any rights or take any steps to preserve the rights of any
U.S. Credit Party in the Collateral in its or their possession or control or in
the possession or control of any agent or bailee or any income thereon or as to
the preservation of rights against prior parties or any other rights pertaining
thereto, nor shall the U.S. Collateral Agent or any Finance Party be liable to
any U.S. Credit Party or any other Person for failure to meet any obligation
imposed by Section 9-207 of the UCC or any successor provision. Each U.S. Credit
Party agrees that the U.S. Collateral Agent shall at no time be required to, nor
shall the U.S. Collateral Agent be liable to any U.S. Credit Party for any
failure to, account separately to any U.S. Credit Party for amounts received or
applied by the U.S. Collateral Agent from time to time in respect of the
Collateral pursuant to the terms of this Agreement. Without limiting the
foregoing, the U.S. Collateral Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral in its
possession if the Collateral is accorded treatment substantially equal to that
which the U.S. Collateral Agent accords its own property, and shall not be
liable or responsible for any loss or damage to any of the Collateral, or for
any diminution in the value thereof, by reason of the act or omission of any
warehouseman, carrier, forwarding agency, consignee or other agent or bailee
selected by the U.S. Collateral Agent in good faith.

          SECTION 5.04      APPLICATION OF PROCEEDS.

          (a)     PRIORITY OF DISTRIBUTIONS. The proceeds of any sale of, or
other realization upon, all or any part of the Collateral and any cash held in
the Collateral Accounts shall be applied as provided in SECTION 8.03 of the
Credit Agreement. The U.S. Collateral Agent may make distributions hereunder in
cash or in kind or, on a ratable basis, in any combination thereof.

          (b)     DISTRIBUTIONS WITH RESPECT TO LETTERS OF CREDIT AND BANKERS'
ACCEPTANCES. Each of the U.S. Credit Parties and the Finance Parties agrees and
acknowledges that if (after all outstanding Loans, LC obligations and BA
Reimbursement Obligations have been paid in full) the Lenders are to receive a
distribution on account of undrawn amounts with respect to Letters of Credit
issued (or deemed issued) or Bankers' Acceptances issued under the Credit
Agreement, such amounts shall be deposited in the applicable LC Cash Collateral
Account (in the case of Letters of Credit), or the relevant cash collateral
account established pursuant to SECTION 2.06(k) of the Credit Agreement (the "BA
CASH COLLATERAL ACCOUNT") (in the case of Bankers' Acceptances), as cash
security for the repayment of Finance

                                     - 30 -


Obligations owing to the Lenders as such. Upon termination of all outstanding
Letters of Credit and Bankers' Acceptances, all of such cash security shall be
applied to the remaining Finance Obligations of the Lenders. If there remains
any excess cash security, such excess cash shall be withdrawn by the U.S.
Collateral Agent or by the Canadian Collateral Agent, as the case may be, from
the U.S. LC Cash Collateral Account or the Canadian LC Cash Collateral Account,
respectively, or by the Canadian Collateral Agent from the BA Cash Collateral
Account, and distributed in accordance with SECTION 5.04(a) hereof.

          (c)     RELIANCE BY U.S. COLLATERAL AGENT. For purposes of applying
payments received in accordance with this SECTION 5.04, the U.S. Collateral
Agent shall be entitled to rely upon (i) the relevant Administrative Agent under
the Credit Agreement and (ii) the authorized representative (the
"REPRESENTATIVE") for the Derivatives Creditors for a determination (which the
relevant Administrative Agent, each Representative for any Derivatives Creditor
and the Finance Parties agree (or shall agree) to provide upon request of the
U.S. Collateral Agent) of the outstanding Senior Obligations and Derivatives
Obligations owed to the Finance Parties, and shall have no liability to any U.S.
Credit Party or any other Finance Party for actions taken in reliance on such
information except in the case of its gross negligence or willful misconduct.
Unless it has actual knowledge (including by way of written notice from a
Derivatives Creditor) to the contrary, the U.S. Collateral Agent, in acting
hereunder, shall be entitled to assume that no Derivatives Agreements are in
existence. All distributions made by the U.S. Collateral Agent pursuant to this
Section shall be presumptively correct (except in the event of manifest error),
and the U.S. Collateral Agent shall have no duty to inquire as to the
application by the Finance Parties of any amounts distributed to them.

          (d)     DEFICIENCIES. It is understood that the U.S. Credit Parties
shall remain liable to the extent of any deficiency between the amount of the
proceeds of the Collateral and the amount of the Finance Obligations.

          SECTION 5.05      ASSIGNED AGREEMENTS. Each U.S. Credit Party hereby
irrevocably authorizes and empowers the U.S. Collateral Agent, in the U.S.
Collateral Agent's sole discretion, if an Event of Default has occurred and is
continuing, to assert, either directly or on behalf of such U.S. Credit Party,
any claims such U.S. Credit Party may have from time to time against any other
party to any Assigned Agreement or to otherwise exercise any right or remedy of
such U.S. Credit Party under any Assigned Agreement (including without
limitation, the right to enforce directly against any party to an Assigned
Agreement all of such U.S. Credit Party's rights thereunder, to make all demands
and give all notices and make all requests required or permitted to be made by
such U.S. Credit Party under any Assigned Agreements) as the U.S. Collateral
Agent may deem proper. Each U.S. Credit Party hereby irrevocably makes,
constitutes and appoints the U.S. Collateral Agent (and all officers, employees
or agents designated by the U.S. Collateral Agent) as such U.S. Credit Party's
true and lawful attorney-in-fact for the purpose of enabling the U.S. Collateral
Agent to assert and collect such claims and to exercise such rights and
remedies.

                                   ARTICLE VI
                                COLLATERAL AGENT

          SECTION 6.01      CONCERNING THE U.S. COLLATERAL AGENT. The provisions
of ARTICLE IX of the Credit Agreement shall inure to the benefit of the U.S.
Collateral Agent in respect of this Agreement and shall be binding upon all U.S.
Credit Parties and all Finance Parties and upon the parties hereto in such
respect. In furtherance and not in derogation of the rights, privileges and
immunities of the U.S. Collateral Agent therein set forth:

                                     - 31 -


                  (i)       The U.S. Collateral Agent is authorized to take all
     such actions as are provided to be taken by it as U.S. Collateral Agent
     hereunder and all other action reasonably incidental thereto. As to any
     matters not expressly provided for herein (including, without limitation,
     the timing and methods of realization upon the Collateral), the U.S.
     Collateral Agent shall act or refrain from acting in accordance with
     written instructions from the Required Lenders or, in the absence of such
     instructions or provisions, in accordance with its discretion.

                  (ii)      The U.S. Collateral Agent shall not be responsible
     for the existence, genuineness or value of any of the Collateral or for the
     validity, perfection, priority or enforceability of the Security Interests
     in any of the Collateral, whether impaired by operation of law or by reason
     of any action or omission to act on its part hereunder unless such action
     or omission constitutes gross negligence or willful misconduct. The U.S.
     Collateral Agent shall have no duty to ascertain or inquire as to the
     performance or observance of any of the terms of this Agreement by any U.S.
     Credit Party.

          SECTION 6.02      APPOINTMENT OF CO-AGENT. At any time or times, in
order to comply with any legal requirement in any jurisdiction, the U.S.
Collateral Agent may appoint another bank or trust company or one or more other
persons, either to act as co-agent or co-agents, jointly with the U.S.
Collateral Agent, or to act as separate agent or agents on behalf of the Finance
Parties with such power and authority as may be necessary for the effectual
operation of the provisions hereof and may be specified in the instrument of
appointment (which may, in the discretion of the U.S. Collateral Agent, include
provisions for the protection of such co-agent or separate agent similar to the
provisions of SECTION 6.01).

                                   ARTICLE VII
                                  MISCELLANEOUS

          SECTION 7.01      NOTICES. (a) Unless otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including by facsimile transmission) and mailed, faxed or delivered, to
the address, facsimile number or (subject to SUBSECTION (b) below) electronic
mail address specified for notices: (i) in the case of any Subsidiary Guarantor,
as set forth in SECTION 5.01 of the Guaranty; (ii) in the case of the Borrowers,
the Administrative Agents or any Lender, as specified in or pursuant to SECTION
10.01 of the Credit Agreement; (iii) in the case of the U.S. Collateral Agent,
as set forth in the signature pages hereto; (iv) in the case of any Derivatives
Creditor as set forth in any applicable Derivatives Agreement; or (v) in the
case of any party, at such other address as shall be designated by such party in
a notice to the U.S. Collateral Agent and each other party hereto. All such
notices and other communications shall be deemed to be given or made upon the
earlier to occur of: (i) actual receipt by the intended recipient and (ii)(A) if
delivered by hand or by courier, when signed for by the intended recipient; (B)
if delivered by mail, four Business Days after deposit in the mails, postage
prepaid; (C) if delivered by facsimile transmission, when sent and receipt has
been confirmed by telephone; and (D) if delivered by electronic mail (which form
of delivery is subject to the provisions of SUBSECTION (b) below), when
delivered. Rejection or refusal to accept, or the inability to deliver because
of a changed address of which no notice was given, shall not affect the validity
of notice given in accordance with this Section.

          (b)     Except as expressly provided herein or as may be agreed by the
Administrative Agents in their sole discretion, electronic mail and internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information, and to distribute Finance Documents
for execution by the parties thereto, to distribute executed Finance Documents
in Adobe PDF format and may not be used for any other purpose.

                                     - 32 -


          SECTION 7.02      NO WAIVERS; NON-EXCLUSIVE REMEDIES. No failure or
delay on the part of the U.S. Collateral Agent or any Finance Party to exercise,
no course of dealing with respect to, and no delay in exercising, any right,
power or privilege under this Agreement or any other Finance Document or any
other document or agreement contemplated hereby or thereby and no course of
dealing between the U.S. Collateral Agent or any Finance Party and any of the
U.S. Credit Parties shall operate as a waiver thereof nor shall any single or
partial exercise of any such right, power or privilege hereunder or under any
Finance Document preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder or thereunder. The rights and
remedies provided herein and in the other Finance Documents are cumulative and
are not exclusive of any other remedies provided by Law. Without limiting the
foregoing, nothing in this Agreement shall impair the right of any Finance Party
to exercise any right of set-off or counterclaim it may have and to apply the
amount subject to such exercise to the payment of indebtedness of any U.S.
Credit Party other than its indebtedness under the Finance Documents. Each U.S.
Credit Party agrees, to the fullest extent it may effectively do so under
applicable Law, that any holder of a participation in a Finance Obligation,
whether or not acquired pursuant to the terms of any applicable Finance
Document, may exercise rights of set-off or counterclaim or other rights with
respect to such participation as fully as if such holder of a participation were
a direct creditor of the U.S. Credit Party in the amount of such participation.

          SECTION 7.03      COMPENSATION AND EXPENSES OF THE U.S. COLLATERAL
AGENT; INDEMNIFICATION.

          (a)     EXPENSES. The U.S. Credit Parties, jointly and severally,
agree (i) to pay or reimburse the U.S. Collateral Agent for all out-of-pocket
costs and expenses incurred in connection with the preparation, negotiation and
execution of this Agreement and any amendment, waiver, consent or other
modification of the provisions hereof (whether or not the transactions
contemplated hereby are consummated), and the consummation of the transactions
contemplated hereby, including all fees, disbursements and other charges of
Fried, Frank, Harris, Shriver & Jacobson LLP, the U.S. counsel for the U.S.
Collateral Agent and McCarthy Tetrault LLP, the Canadian counsel for the U.S.
Collateral Agent, (ii) to pay or reimburse the U.S. Collateral Agent and the
other Finance Parties for all taxes which the U.S. Collateral Agent or any
Finance Party may be required to pay by reason of the security interests granted
in the Collateral (including any applicable transfer taxes) or to free any of
the Collateral from the lien thereof and (iii) to pay or reimburse each Agent,
any Representative of one or more Derivatives Creditors and each other Finance
Party for all reasonable costs and expenses incurred in connection with the
enforcement, attempted enforcement or preservation of any rights and remedies
under this Agreement (including all such costs and expenses incurred during any
"workout" or restructuring in respect of the Finance Obligations and during any
legal proceeding, including any proceeding under any bankruptcy or insolvency
proceeding), including all reasonable fees and disbursements of counsel
(including the allocated charges of internal counsel). The foregoing costs and
expenses shall include all search, filing, recording, title insurance and
appraisal charges and fees and taxes related thereto, and other out-of-pocket
expenses incurred by any Agent and the costs of independent public accountants
and other outside experts retained by or on behalf of the Agents and the Finance
Parties. The agreements in this SECTION 7.03(a) shall survive the termination of
the Commitments and Derivatives Agreements and repayment of all Finance
Obligations.

          (b)     PROTECTION OF COLLATERAL. If any U.S. Credit Party fails to
comply with the provisions of any Finance Document, such that the value of any
Collateral or the validity, perfection, rank or value of any Security Interest
is thereby diminished or potentially diminished or put at risk, the U.S.
Collateral Agent may, but shall not be required to, effect such compliance on
behalf of such U.S. Credit Party, and the U.S. Credit Parties shall reimburse
the U.S. Collateral Agent for the costs thereof on demand. All insurance
expenses and all expenses of protecting, storing, warehousing, appraising,
handling, maintaining and shipping the Collateral, any and all excise, property,
sales and use taxes

                                     - 33 -


imposed by any state, federal or local authority on any of the Collateral, or in
respect of periodic appraisals and inspections of the Collateral (as permitted
by the Credit Agreement), or in respect of the sale or other disposition thereof
shall be borne and paid by the U.S. Credit Parties. If any U.S. Credit Party
fails to promptly pay any portion thereof when due, the U.S. Collateral Agent
may, at its option, but shall not be required to, pay the same and charge the
U.S. Credit Parties' account therefor, and the U.S. Credit Parties agree to
reimburse the U.S. Collateral Agent therefor on demand. All sums so paid or
incurred by the U.S. Collateral Agent for any of the foregoing and any and all
other sums for which any U.S. Credit Party may become liable hereunder and all
costs and expenses (including attorneys' fees, legal expenses and court costs)
reasonably incurred by the U.S. Collateral Agent or any Finance Party in
enforcing or protecting the Security Interests or any of their rights or
remedies under this Agreement, shall, together with interest thereon until paid
at the rate applicable to U.S. Revolving Base Rate Loans plus 2%, be additional
Finance Obligations hereunder.

          (c)     INDEMNIFICATION. Whether or not the transactions contemplated
hereby or by the other Finance Documents are consummated, each U.S. Credit
Party, jointly and severally, agrees to indemnify, save and hold harmless each
Indemnitee from and against: (i) any and all claims, demands, actions or causes
of action that may at any time (including at any time following repayment of the
Finance Obligations and the resignation or removal of any Agent or
Representative or the replacement of any Lender) be asserted or imposed against
any Indemnitee, arising out of or in any way relating to or arising out of the
manufacture, ownership, ordering, purchasing, delivery, control, acceptance,
lease, financing, possession, operation, condition, sale, return or other
disposition or use of the Collateral (including, without limitation, latent or
other defects, whether or not discoverable), the violation of the Laws of any
country, state or other Governmental Authority, or any tort (including, without
limitation, any claims, arising or imposed under the doctrine of strict
liability, or for or on account of injury to or the death of any Person
(including any Indemnitee), or property damage) or contract claim; (ii) any
administrative or investigative proceeding by any Governmental Authority arising
out of or related to a claim, demand, action or cause of action described in
CLAUSE (i) above; and (iii) any and all liabilities (including liabilities under
indemnities), losses, costs or expenses (including fees and disbursements of
counsel) that any Indemnitee suffers or incurs as a result of the assertion of
any foregoing claim, demand, action or cause of action or proceeding, or as a
result of the preparation of any defense in connection with any foregoing claim,
demand, action or cause of action or proceeding, in all cases, and whether or
not an Indemnitee is a party to such claim, demand, action or cause of action,
or proceeding; PROVIDED that no Indemnitee shall be entitled to indemnification
for any claim to the extent such claim is determined by a court of competent
jurisdiction in a final non-appealable judgment to have been caused by its own
gross negligence or willful misconduct; and PROVIDED FURTHER that the U.S.
Credit Parties shall not be required to reimburse the legal fees and expenses of
more than one outside counsel (in addition to up to one local counsel in each
applicable local jurisdiction) for all Indemnities unless, in the written
opinion of outside counsel reasonably satisfactory to the U.S. Credit Parties
and the U.S. Collateral Agent, representation of all such Indemnitees would be
inappropriate due to the existence of an actual or potential conflict of
interest. In the case of an investigation, litigation or other proceeding to
which the indemnity in this SECTION 7.03(b) applies, such indemnity shall be
effective whether or not such investigation, litigation or proceeding is brought
by any U.S. Credit Party, its directors, shareholders or creditors or an
Indemnitee or any other Person or any Indemnitee is otherwise a party thereto
and whether or not the transactions contemplated hereby are consummated. Without
prejudice to the survival of any other agreement of the U.S. Credit Parties
hereunder and under the other Finance Documents, the agreements and obligations
of the U.S. Credit Parties contained in this SECTION 7.03(b) shall survive the
repayment of the Loans, LC Obligations, BA Reimbursement Obligations and other
obligations under the Finance Documents and the termination of the Commitments.
Any amounts paid by any Indemnitee as to which such Indemnitee has a right to
reimbursement hereunder shall constitute Finance Obligations.

                                     - 34 -


          (d)     CONTRIBUTION. If and to the extent that the obligations of any
U.S. Credit Party under this SECTION 7.03 are unenforceable for any reason, each
U.S. Credit Party hereby agrees to make the maximum contribution to the payment
and satisfaction of such obligations which is permissible under applicable Law.

          SECTION 7.04      ENFORCEMENT. The Finance Parties agree that this
Agreement may be enforced only by the action of the U.S. Collateral Agent,
acting upon the instructions of the Required Lenders (or, after the date on
which all Senior Obligations have been paid in full and all Commitments with
respect thereto terminated, the holders of at least 51% of the outstanding
Derivatives Obligations) and that no other Finance Party shall have any right
individually to seek to enforce this Agreement or to realize upon the security
to be granted hereby, it being understood and agreed that such rights and
remedies may be exercised by the U.S. Collateral Agent or the holders of at
least 51% of the outstanding Derivatives Obligations, as the case may be, for
the benefit of the Finance Parties upon the terms of this Agreement and the
other Finance Documents.

          SECTION 7.05      AMENDMENTS AND WAIVERS. Any provision of this
Agreement may be amended, changed, discharged, terminated or waived if, but only
if, such amendment or waiver is in writing and is signed by each U.S. Credit
Party directly affected by such amendment, change, discharge, termination or
waiver (it being understood that the addition or release of any U.S. Credit
Party hereunder shall not constitute an amendment, change, discharge,
termination or waiver affecting any U.S. Credit Party other than the U.S. Credit
Party so added or released and it being further understood and agreed that any
supplement to SCHEDULE 1.01 delivered pursuant to SECTION 4.16 shall not require
the consent of any U.S. Credit Party) and either (i) the U.S. Collateral Agent
(with the consent of the Required Lenders or, to the extent required by SECTION
10.06 of the Credit Agreement, all or other required percentage of the Lenders)
, at all times prior to the time on which all Finance Obligations have been paid
in full and all Commitments with respect thereto have been terminated or (ii)
the holders of at least 51% of all Derivatives Obligations then outstanding, at
all times after the time at which the Finance Obligations have been paid in full
and all Commitments with respect thereto have been terminated; PROVIDED,
HOWEVER, that no such amendment, change, discharge, termination or waiver shall
be made to SECTION 5.04 hereof or this SECTION 7.05 without the consent of each
Finance Party adversely affected thereby; and PROVIDED further that any
amendment, change, discharge, termination or waiver adversely affecting the
rights and benefits of a single Class of Finance Parties (and not all Finance
Parties in a like or similar manner) shall require the written consent of the
Required Finance Parties of such Class of Finance Parties. For the purposes of
this SECTION 7.05, the term "CLASS" means each class of Finance Parties, i.e.,
whether (x) the Lenders, as holders of the Senior Obligations or (y) the
Derivatives Creditors, as holders of the Derivatives Obligations. For the
purposes of this SECTION 7.05, the term "REQUIRED FINANCE PARTIES" of any Class
means each of (x) with respect to the Senior Obligations, the Required Lenders
(as defined in the Senior Credit Agreement), (y) with respect to the Derivatives
Obligations, the holders of 51% of all Derivatives Obligations outstanding from
time to time.

          SECTION 7.06      SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon each of the parties hereto and inure to the benefit of the U.S.
Collateral Agent and the Finance Parties and their respective successors and
assigns. In the event of an assignment of all or any of the Finance Obligations,
the rights hereunder, to the extent applicable to the indebtedness so assigned,
may be transferred with such indebtedness. No U.S. Credit Party shall assign or
delegate any of its rights and duties hereunder without the prior written
consent of the Required Lenders or all of the Lenders as provided in Section
10.03 of the Credit Agreement.

          SECTION 7.07      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL

                                     - 35 -


OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW AND
EXCEPT TO THE EXTENT THAT REMEDIES PROVIDED BY THE LAWS OF ANY JURISDICTIONS
OTHER THAN NEW YORK ARE GOVERNED BY THE LAWS OF SUCH JURISDICTIONS.

          SECTION 7.08      LIMITATION OF LAW; SEVERABILITY.

                  (i)       All rights, remedies and powers provided in this
     Agreement may be exercised only to the extent that the exercise thereof
     does not violate any applicable provision of Law, and all the provisions of
     this Agreement are intended to be subject to all applicable mandatory
     provisions of Law which may be controlling and be limited to the extent
     necessary so that they will not render this Agreement invalid,
     unenforceable in whole or in part, or not entitled to be recorded,
     registered or filed under the provisions of any applicable Law.

                  (ii)      If any provision hereof is invalid or unenforceable
     in any jurisdiction, then, to the fullest extent permitted by Law, (i) the
     other provisions hereof shall remain in full force and effect in such
     jurisdiction and shall be liberally construed in favor of the U.S.
     Collateral Agent and the Finance Parties in order to carry out the
     intentions of the parties hereto as nearly as may be possible, and (ii) the
     invalidity or unenforceability of any provision hereof in any jurisdiction
     shall not affect the validity or enforceability of such provisions in any
     other jurisdiction.

          SECTION 7.09      COUNTERPARTS; EFFECTIVENESS. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective with respect to each U.S.
Credit Party when the U.S. Collateral Agent shall receive counterparts hereof
executed by itself and such U.S. Credit Party. provided that, for greater
certainty, this Agreement shall become effective with respect to each of Eckerd
Corporation, Eckerd Fleet, Inc., EDC Drug Stores, Inc., EDC Licensing, Inc.
Genovese Drug Stores, Inc., Thrift Drug Inc. and Thrift Drug Services, Inc.,
notwithstanding the fact that such Credit Parties shall be deemed to have
executed the counterpart of this Agreement at 11:59 p.m. on July 31, 2004, upon
consummation of the Acquisition.

          SECTION 7.10      ADDITIONAL U.S. CREDIT PARTIES. It is understood and
agreed that any Affiliate of any Borrower that is required by any Finance
Document to execute a counterpart of this Agreement after the date hereof shall
automatically become a U.S. Credit Party hereunder with the same force and
effect as if originally named as a U.S. Credit Party hereunder by executing an
instrument of accession or joinder satisfactory in form and substance to the
U.S. Collateral Agent and delivering the same to the U.S. Collateral Agent.
Concurrently with the execution and delivery of such instrument, such Affiliate
shall take all such actions and deliver to the U.S. Collateral Agent all such
documents and agreements as such Affiliate would have been required to deliver
to the U.S. Collateral Agent on or prior to the date of this Agreement had such
Affiliate been a party hereto on the date of this Agreement. Such additional
materials shall include, among other things, supplements to SCHEDULES 1.01, 3.06
and 4.01 hereto (which Schedules shall thereupon automatically be amended and
supplemented to include all information contained in such supplements) such
that, after giving effect to the joinder of such Affiliate, each of SCHEDULES
1.01, 3.06 and 4.01 hereto is true, complete and correct with respect to such
Affiliate as of the effective date of such joinder. The execution and delivery
of any such instrument of accession or joinder, and the amendment and
supplementation of the Schedules hereto as provided in the immediately preceding
sentence, shall not require the consent of any other U.S. Credit Party
hereunder. The rights and obligations of each U.S. Credit Party hereunder shall
remain in full force and effect notwithstanding the addition of any new U.S.
Credit Party as a party to this Agreement.

                                     - 36 -


          SECTION 7.11      TERMINATION. Upon the full, final and irrevocable
payment and performance of all Finance Obligations, the cancellation or
expiration of all outstanding LC Obligations, BA Reimbursement Obligations and
Derivatives Agreements and the termination of all Commitments under the Finance
Documents, the Security Interests shall terminate and all rights to the
Collateral shall revert to the U.S. Credit Parties. In addition, at any time and
from time to time prior to such termination of the Security Interests, the U.S.
Collateral Agent may release any of the Collateral with the prior written
consent of the Required Lenders; PROVIDED that the release of all or
substantially all of the Collateral shall require the consent of all of the
Lenders. Upon any such termination of the Security Interests or release of
Collateral, the U.S. Collateral Agent will, upon request by and at the expense
of any U.S. Credit Party, execute and deliver to such U.S. Credit Party such
documents as such U.S. Credit Party shall reasonably request to evidence the
termination of the Security Interests or the release of such Collateral, as the
case may be. Any such documents shall be without recourse to or warranty by the
U.S. Collateral Agent or the Finance Parties. The U.S. Collateral Agent shall
have no liability whatsoever to any Finance Party as a result of any release of
Collateral by it as permitted by this SECTION 7.11. Upon any release of
Collateral pursuant to this SECTION 7.11, none of the Finance Parties shall have
any continuing right or interest in such Collateral or the Proceeds thereof.

          SECTION 7.12      ENTIRE AGREEMENT. This Agreement and the other
Finance Documents and, in the case of the Derivatives Creditors, the Derivatives
Agreements, constitute the entire agreement and understanding among the parties
hereto and supersede any and all prior agreements and understandings, oral or
written, and any contemporaneous oral agreements and understandings relating to
the subject matter hereof and thereof.

          SECTION 7.13      CONFLICT.

          (a)     To the extent that there is a conflict or inconsistency
between any provision hereof, on the one hand, and any provision of the Credit
Agreement, on the other hand, the Credit Agreement shall control.

          (b)     The U.S. Credit Parties acknowledge that the Borrowers are,
concurrent with this Agreement, entering into the PPSA Security Agreement and
the Quebec Hypothec (together, the "CANADIAN SECURITY DOCUMENTS"); and the U.S.
Credit Parties further acknowledge and agree that, to the extent performance is
required under the Canadian Security Documents by a U.S. Credit Party and such
performance prevents such U.S. Credit Party from performing its obligations
under this Agreement, such U.S. Credit Party, to the extent its performance
under the Canadian Security Documents is duly performed, shall be deemed to have
performed under this Agreement.


                            [Signature Pages Follow]

                                     - 37 -


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first written above.


U.S. CREDIT PARTIES:                    THE JEAN COUTU GROUP (PJC) INC.

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


PJC ARLINGTON REALTY LLC                  BROOKS PHARMACY, INC.
PJC DORCHESTER REALTY LLC                 ECKERD CORPORATION
PJC ESSEX REALTY LLC                      ECKERD FLEET, INC.
PJC HAVERHILL REALTY LLC                  EDC DRUG STORES, INC.
PJC HYDE PARK REALTY LLC                  EDC LICENSING, INC.
PJC MANCHESTER REALTY LLC                 GENOVESE DRUG STORES, INC.
PJC MANSFIELD REALTY LLC                  JCG HOLDINGS (USA), INC.
PJC NEW LONDON REALTY LLC                 JEAN COUTU ACQUISITION ONE, INC.
PJC NORWICH REALTY LLC                    JEAN COUTU ACQUISITION TWO, INC.
PJC PETERBOROUGH REALTY LLC               JEAN COUTU ACQUISITION THREE, INC.
PJC PROVIDENCE REALTY LLC                 MAXI DRUG NORTH, INC.
PJC REVERE REALTY LLC                     MAXI DRUG, INC.
                                          MAXI GREEN INC.
                                          MC WOONSOCKET, INC.
By: PJC SPECIAL  REALTY  HOLDINGS,        P.J.C. DISTRIBUTION, INC.
INC.,  a Delaware corporation, as         P.J.C. OF VERMONT INC.
Sole Member of each                       P.J.C. REALTY CO., INC.
                                          PJC LEASE HOLDINGS, INC.
                                          PJC OF CRANSTON, INC.
                                          PJC OF EAST PROVIDENCE, INC.
By:                                       PJC OF MASSACHUSETTS, INC.
                                          PJC OF RHODE ISLAND, INC.
- ----------------------------------        PJC OF WEST WARWICK, INC.
    Michel Coutu, as President            PJC REALTY MA, INC.
                                          PJC SPECIAL REALTY HOLDINGS, INC.
                                          THE JEAN COUTU GROUP (PJC) USA, INC.
                                          THRIFT DRUG, INC.
                                          THRIFT DRUG SERVICES, INC.



                                          By:
                                             -----------------------------------
                                              Michel Coutu, as President of each


[Signature page to
U.S. Security Agreement]

                                       S-1


                                        MAXI DRUG SOUTH, L.P.

                                        By: MAXI DRUG, INC., a Delaware
                                            corporation, its General Partner


                                            By:
                                               ---------------------------------
                                                Michel Coutu, as President


                                        PJC REALTY N.E. LLC
                                        JEAN COUTU GROUP HOLDINGS (USA), LLC

                                        By: THE JEAN COUTU GROUP (PJC) USA,
                                            INC., a Delaware corporation, its
                                            Sole Member


                                            By:
                                               ---------------------------------
                                              Michel Coutu, as President of each


U.S. COLLATERAL AGENT:                  DEUTSCHE BANK TRUST COMPANY AMERICAS
                                          as U.S. Collateral Agent

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        60 Wall Street
                                        New York, NY 10005
                                        Attention: Mary Kay Coyle
                                        Telecopier No.: (212) 797-5690


[Signature page to
U.S. Security Agreement]

                                       S-2

EX-10.5

                                                                    Exhibit 10.5

                                                                  EXECUTION COPY

                             PPSA SECURITY AGREEMENT

                            DATED AS OF JULY 30, 2004

                                      AMONG

                THE CREDIT PARTIES FROM TIME TO TIME PARTY HERETO

                                       AND

                            NATIONAL BANK OF CANADA,
                          AS CANADIAN COLLATERAL AGENT



                                TABLE OF CONTENTS



                                                                                                              PAGE
                                                                                                              ----
                                                                                                          
  Section 1.01       Terms Defined in the Finance Documents......................................................2
  Section 1.02       Terms Defined in the PPSA...................................................................2
  Section 1.03       Additional Definitions......................................................................2
  Section 1.04       Terms Generally.............................................................................9
  Section 2.01       Grant of Security Interests.................................................................9
  Section 2.02       Continuing Liability of Each Canadian Credit Party.........................................10
  Section 2.03       Security Interests Absolute................................................................11
  Section 2.04       Segregation of Proceeds; Cash Proceeds Account.............................................12
  Section 2.05       Reinvestment Funds Account.................................................................13
  Section 2.06       LC Cash Collateral Account.................................................................15
  Section 2.07       Investment of Funds in Collateral Accounts.................................................16
  Section 2.08       Leases; Non-Assignable Contracts...........................................................16
  Section 3.01       Title to Collateral........................................................................16
  Section 3.02       Validity, Perfection and Priority of Security Interests....................................17
  Section 3.03       Receivables................................................................................17
  Section 3.04       No Consents................................................................................18
  Section 3.05       Deposit and Securities Accounts............................................................18
  Section 4.01       Delivery of Perfection Certificate; Initial Perfection and Delivery of Search Reports......18
  Section 4.02       Change of Name, Identity, Structure or Location; Subjection to Other Security Agreements...19
  Section 4.03       Further Actions............................................................................19
  Section 4.04       Collateral in Possession of Other Persons, Leased Real Property Locations..................19
  Section 4.05       Books and Records..........................................................................20
  Section 4.06       Delivery of Instruments, Etc...............................................................20
  Section 4.07       Collection and Verification of Receivables.................................................20
  Section 4.08       Notification to Account Debtors............................................................21
  Section 4.09       Disposition of Collateral..................................................................21
  Section 4.10       Insurance..................................................................................21
  Section 4.11       Information Regarding Collateral...........................................................22
  Section 4.12       Covenants Regarding Intellectual Property..................................................22
  Section 4.13       Deposit Accounts and Securities Accounts...................................................24
  Section 4.14       Modification of Assigned Agreements, Etc...................................................25
  Section 5.01       General Authority..........................................................................25
  Section 5.02       Remedies upon Event of Default.............................................................26
  Section 5.03       Limitation on Duty of Canadian Collateral Agent in Respect of Collateral...................29
  Section 5.04       Application of Proceeds....................................................................30
  Section 5.05       Assigned Agreements........................................................................31
  Section 6.01       Concerning the Canadian Collateral Agent...................................................31
  Section 6.02       Appointment of Co-Agent....................................................................32
  Section 7.01       Notices....................................................................................32
  Section 7.02       No Waivers; Non-Exclusive Remedies.........................................................32
  Section 7.03       Compensation and Expenses of the Canadian Collateral Agent; Indemnification................33
  Section 7.04       Enforcement................................................................................35
  Section 7.05       Amendments and Waivers.....................................................................35
  Section 7.06       Successors and Assigns.....................................................................35
  Section 7.07       Governing Law..............................................................................36
  Section 7.08       Limitation of Law; Severability............................................................36




                                                                                                        
  Section 7.09       Counterparts; Effectiveness................................................................36
  Section 7.10       Additional Canadian Credit Parties.........................................................36
  Section 7.11       Termination................................................................................37
  Section 7.12       Entire Agreement...........................................................................37
  Section 7.13       Conflict...................................................................................37

  

SCHEDULES:

Schedule 3.05   -      Schedule of Deposit Accounts, Individual Stock Accounts
                       and Securities Accounts
Schedule 4.01   -      Schedule of Filings Made to Perfect Security Interests

EXHIBITS:

Exhibit A       -      Form of Deposit Account Control Agreement
Exhibit B       -      Form of Landlord's Waiver and Consent

                                       - -


                PPSA SECURITY AGREEMENT dated as of July 30, 2004 (as amended,
        modified or supplemented from time to time, this "AGREEMENT") among the
        Canadian Credit Parties from time to time party hereto and National Bank
        of Canada, as Canadian Collateral Agent for the benefit of the Finance
        Parties referred to herein.

        THE JEAN COUTU GROUP (PJC) INC., a company formed and existing under the
laws of the Province of Quebec (together with its successors and permitted
assigns, the "PARENT BORROWER"), proposes to enter into a Credit Agreement dated
as of July 30, 2004 (as amended, restated, modified or supplemented from time to
time and including any agreement extending the maturity of, refinancing or
otherwise restructuring all or any portion of the obligations of the Parent
Borrower under such agreement or any successor agreement, the "CREDIT
AGREEMENT") among the Parent Borrower, THE JEAN COUTU GROUP (PJC) USA, INC., a
corporation formed and existing under the laws of the State of Delaware (the
"U.S. BORROWER") and, together with the Parent Borrower, the "BORROWERS"), the
banks and other financial institutions from time to time party thereto (the
"LENDERS"), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Global
Transaction Coordinator, DEUTSCHE BANK SECURITIES INC., MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED and NATIONAL BANK FINANCIAL INC., as U.S. Joint Lead
Arrangers, DEUTSCHE BANK SECURITIES INC. and MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED, as U.S. Joint Bookrunners, NATIONAL BANK FINANCIAL INC.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and DEUTSCHE BANK SECURITIES
INC., as Canadian Joint Lead Arrangers and as Canadian Joint Bookrunners,
NATIONAL BANK OF CANADA, as the Canadian Administrative Agent, DEUTSCHE BANK
TRUST COMPANY AMERICAS, as the Term B Administrative Agent, MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED and NATIONAL BANK OF CANADA, as U.S.
Co-Syndication Agents, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and
DEUTSCHE BANK SECURITIES INC., as Canadian Co-Syndication Agents.

        Certain Lenders and their affiliates acting as Derivatives Creditors (as
defined in the Credit Agreement) may from time to time provide forward rate
agreements, options, swaps, caps, floors and other Derivatives Agreements (as
defined in the Credit Agreement) to the Credit Parties. The Lenders, each
Issuing Lender, each Swingline Lender, the Administrative Agents, the
Co-Syndication Agents, the Global Transaction Coordinator, the U.S. Joint Lead
Arrangers, the Canadian Joint Lead Arrangers, the U.S. Collateral Agent, the
Canadian Collateral Agent, as collateral agent for the benefit of the Lenders
(together with its successor or successors in such capacity, the "CANADIAN
COLLATERAL AGENT"), each Indemnitee and each Derivatives Creditor and their
respective successors and assigns are herein referred to individually as a
"FINANCE PARTY" and collectively as the "FINANCE PARTIES".

        To induce the Lenders to enter into the Credit Agreement and the other
Senior Finance Documents (as defined in the Credit Agreement) and the
Derivatives Creditors to enter into the Derivatives Agreements constituting
Finance Documents under the Credit Agreement (collectively with the Senior
Finance Documents and the Derivatives Agreements evidencing Derivatives
Obligations (as hereinafter defined) permitted under the Credit Agreement, the
"FINANCE DOCUMENTS"), and as a condition precedent to the obligations of the
Finance Parties thereunder, the Parent Borrower and certain of its subsidiaries
(each a "GUARANTOR" and, collectively, the "GUARANTORS") have agreed, jointly
and severally, to provide a guaranty of all obligations of the Borrowers and the
other Credit Parties under or in respect of the Finance Documents.



        As a further condition precedent to the obligations of the Lenders and
the Derivatives Creditors under the Senior Finance Documents, the Parent
Borrower and each Canadian Subsidiary Guarantor (each a "CANADIAN CREDIT PARTY"
and, together with each other person that becomes a party hereto pursuant to
Section 7.10 hereof and the respective successors and permitted assigns of each
of the foregoing, the "CANADIAN CREDIT PARTIES") has agreed or will agree to
grant a continuing security interest in favor of the Canadian Collateral Agent
in and to the Collateral (as hereinafter defined) to secure the Finance
Obligations (as defined in the Credit Agreement). Accordingly, the parties
hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

        SECTION 1.01   TERMS DEFINED IN THE FINANCE DOCUMENTS

        Capitalized terms defined in the Credit Agreement and not otherwise
defined herein have, as used herein, the respective meanings provided for
therein.

        SECTION 1.02   TERMS DEFINED IN THE PPSA

        Unless otherwise defined herein or in the Credit Agreement or the
context otherwise requires, the following terms, together with any uncapitalized
terms used herein which are defined in the PPSA (as defined below), have the
respective meanings provided in the PPSA: (i) Chattel Paper; (ii) Document of
Title; (iii) Goods; (iv) Instrument; (v) Money; (vi) Proceeds and (vii)
Security.

        SECTION 1.03   ADDITIONAL DEFINITIONS

        Terms defined in the introductory section hereof have the respective
meanings set forth therein. The following additional terms, as used herein, have
the following respective meanings:

        "ACCOUNT CONTROL AGREEMENT" means (i) with respect to a Deposit Account,
a deposit account control agreement, substantially in the form of EXHIBIT A
hereto or otherwise containing similar terms and reasonably acceptable in form
and substance to the Canadian Collateral Agent, among one or more Canadian
Credit Parties, the Canadian Collateral Agent and the Financial Intermediary
which maintains such Deposit Account and (ii) with respect to a Securities
Account, a securities account control agreement, substantially in the form of
EXHIBIT A to the Pledge Agreement or otherwise containing similar terms and
reasonably acceptable in form and substance to the Canadian Collateral Agent,
among one or more Canadian Credit Parties, the Canadian Collateral Agent and the
Financial Intermediary which maintains such Securities Account, in each case as
the same may be amended, restated, modified or supplemented from time to time.

        "ASSIGNED AGREEMENTS" means with respect to each Canadian Credit Party
those contracts and agreements of such Canadian Credit Party identified in or
pursuant to Section VI of such Canadian Credit Party's Perfection Certificate,
as the same may be amended, modified or supplemented from time to time, and all
supporting obligations of any kind given by any Person with respect to all or
any of the foregoing.

        "CANADIAN SUBSIDIARY GUARANTOR" means each Subsidiary of the Parent
Borrower existing on the Closing Date (other than a U.S. Subsidiary Guarantor or
a Foreign Subsidiary) and each Subsidiary

                                       - -


of the Parent Borrower (other than a U.S. Subsidiary Guarantor or a Foreign
Subsidiary, except to the extent otherwise provided in Section 6.10 of the
Credit Agreement) that becomes a party to a Guaranty guaranteeing the
obligations of the Borrowers after the Closing Date (by execution of an
Accession Agreement referring to such Guaranty or otherwise), and "Canadian
Subsidiary Guarantors" means any two or more of them.

        "CASH PROCEEDS ACCOUNT" has the meaning set forth in Section 2.04(a) of
this Agreement.

        "COLLATERAL" has the meaning set forth in Section 2.01 of this
Agreement.

        "COLLATERAL ACCOUNTS" means one or more of the Cash Proceeds Account,
the LC Cash Collateral Account, the Reinvestment Funds Account and any other
Securities Accounts or Deposit Accounts established with or in the possession or
under the control of the Canadian Collateral Agent (including Individual Store
Accounts) into which cash or cash Proceeds (including cash Proceeds of insurance
policies, awards of condemnation or other compensation) of any Collateral are
deposited from time to time, collectively.

        "COMPUTER HARDWARE" means all computer and other electronic data
processing hardware of a Canadian Credit Party, whether now or hereafter owned,
licensed or leased by such Canadian Credit Party, including, without limitation,
all integrated computer systems, central processing units, memory units, display
terminals, printers, features, computer elements, card readers, tape drives,
hard and soft disk drives, cables, electrical supply hardware, generators, power
equalizers, accessories, peripheral devices and other related computer hardware,
all documentation, flowcharts, logic diagrams, manuals, specifications, training
materials, charts and pseudo codes associated with any of the foregoing and all
options, warranties, services contracts, program services, test rights,
maintenance rights, support rights, renewal rights and indemnifications relating
to any of the foregoing.

        "COPYRIGHT" means any of the following, whether now existing or
hereafter arising, created or acquired:

                (i)    the Canadian and foreign copyrights described on
     SCHEDULE V to any Canadian Credit Party's Perfection Certificate (as each
     such schedule may be amended, modified or supplemented from time to time)
     and any renewals thereof;

                (ii)   all other common law and/or statutory rights in all
     copyrightable subject matter under the Laws of Canada or any other country
     (whether or not the underlying works of authorship have been published);

                (iii)  all registrations and applications for registration of
     any such copyright in Canada or any other country, including registrations,
     recordings, supplemental, derivative or collective work registrations and
     pending applications for registrations in the Copyright Office of the
     Canadian Intellectual Property Office or any other country;

                (iv)   all computer programs, web pages, computer data bases and
     computer program flow diagrams, including all source codes and object codes
     related to any or all of the foregoing;

                                       - -


                (v)    all tangible property embodying or incorporating any or
     all of the foregoing, whether in completed form or in some lesser state of
     completion, and all masters, duplicates, drafts, versions, variations and
     copies thereof, in all formats;

                (vi)   all claims for, and rights to sue for, past, present and
     future infringement of any of the foregoing;

                (vii)  all income, royalties, damages and payments now or
     hereafter due or payable with respect to any of the foregoing, including,
     without limitation, damages and payments for past, present or future
     infringements thereof and payments and damages under all Copyright Licenses
     in connection therewith;

                (viii) all rights in any of the foregoing, whether arising under
     the Laws of Canadian or any foreign country or otherwise, to copy, record,
     synchronize, broadcast, transmit, perform and/or display any of the
     foregoing or any matter which is the subject of any of the foregoing in any
     manner and by any process now known or hereafter devised; and

                (ix)   the name and title of each Copyright item and all rights
     of any Canadian Credit Party to the use thereof, including, without
     limitation, rights protected pursuant to trademark, service mark, unfair
     competition, anti-cybersquatting and/or the rules and principles of any
     other applicable statute, common law or other rule or principle of law now
     existing or hereafter arising.

        "COPYRIGHT LICENSE" means any agreement now or hereafter in existence
granting to any Canadian Credit Party any rights, whether exclusive or
non-exclusive, to use another Person's copyrights or copyright applications, or
pursuant to which any Canadian Credit Party has granted to any other Person, any
right, whether exclusive or non-exclusive, with respect to any Copyright,
whether or not registered, including, without limitation, the Copyright Licenses
described on SCHEDULE V to any Canadian Credit Party's Perfection Certificate
(as each such schedule may be amended, modified or supplemented from time to
time).

        "DEPOSIT ACCOUNTS" means all demand, time, savings, passbook or similar
accounts maintained by a Canadian Credit Party with a Financial Intermediary,
whether or not evidenced by an Instrument, all cash and other funds held therein
and all passbooks related thereto and all certificates and Instruments, if any,
from time to time representing, evidencing or deposited into such deposit
accounts.

        "DERIVATIVES OBLIGATIONS" of any Person means all obligations
(including, without limitation, any amounts which accrue after the commencement
of any bankruptcy or insolvency proceeding with respect to such Person, whether
or not allowed or allowable as a claim under any bankruptcy or insolvency
proceeding) of such Person in respect of any Derivatives Agreement, excluding
any amounts which such Person is entitled to set-off against its obligations
under applicable Law.

        "DIRECT EXPOSURE" has the meaning set forth in Section 2.06 of this
Agreement.

        "EQUIPMENT" has the meaning set forth in Section 2.01 of this Agreement.

        "EXEMPT DEPOSIT ACCOUNTS" means Deposit Accounts the balance of which
consists exclusively of (i) withheld income taxes, federal, provincial or local
employment taxes in such amounts

                                       - -


as are required in the reasonable judgment of the Parent Borrower to be paid to
the federal, provincial or local government authorities within the following two
months with respect to employees of any of the Credit Parties or (ii) amounts
required to be paid over to the Canada Pension Plan, Regie des rentes du Quebec
or under the EMPLOYMENT INSURANCE ACT (Canada)

        "FINANCE OBLIGATIONS" means:

                (i)    all Senior Obligations and

                (ii)   all Derivatives Obligations permitted under the Credit
     Agreement owed or owing to any Derivatives Creditor,

in each case whether now or hereafter due, owing or incurred in any manner,
whether actual or contingent, whether incurred solely or jointly with any other
Person and whether as principal or surety (and including all liabilities in
connection with any notes, bills or other instruments accepted by any Finance
Party in connection therewith), together in each case with all renewals,
modifications, consolidations or extensions thereof.

        "FINANCIAL INTERMEDIARY" means a Person, including a bank, other
financial institution or broker, that in the ordinary course of its business
maintains banks accounts or Securities Accounts for others.

        "INDIVIDUAL STORE ACCOUNTS" means Deposit Accounts, the balance of which
consists exclusively of a single retail store's receipts that is in the ordinary
course of the business swept daily into a concentration account.

        "INTELLECTUAL PROPERTY" means all Patents, Trademarks, Copyrights,
Software, Licenses, rights in intellectual property, goodwill, trade names,
service marks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how, domain names, mask works, customer lists,
vendor lists, subscription lists, data bases and related documentation,
registrations, franchises and all other intellectual or other similar property
rights.

        "INVENTORY" has the meaning set forth in Section 2.01 of this Agreement.

        "LICENSE" means any Patent License, Trademark License, Copyright
License, Software License or other license or sublicense as to which any
Canadian Credit Party is a party.

        "LIQUID INVESTMENTS" has the meaning set forth in Section 2.07 of this
Agreement.

        "LC CASH COLLATERAL ACCOUNT" has the meaning set forth in Section 2.06
of this Agreement.

        "MATERIAL REAL PROPERTY" has the meaning given to it in the Credit
Agreement.

        "PATENT" means any of the following:

                (i)    the Canadian and foreign patents described on SCHEDULE V
     to any Canadian Credit Party's Perfection Certificate (as each such
     schedule may be amended, modified or supplemented from time to time) and
     any renewals thereof;

                                       - -


                (ii)   all other letters patent and design letters patent of
     Canada or any other country;

                (iii)  all applications filed or in preparation for filing for
     letters patent and design letters patent in Canada or any other country
     including, without limitation, applications in the Patent Branch of the
     Canadian Intellectual Property Office or in any similar office or agency of
     Canada or any other country or political subdivision thereof;

                (iv)   all reissues, divisions, continuations,
     continuations-in-part, revisions, renewals or extensions thereof;

                (v)    all claims for, and rights to sue for, past, present or
     future infringement of any of the foregoing;

                (vi)   all income, royalties, damages and payments now or
     hereafter due or payable with respect to any of the foregoing, including,
     without limitation, damages and payments for past, present or future
     infringements thereof and payments and damages under all Patent Licenses in
     connection therewith; and

                (vii)  all rights corresponding to any of the foregoing whether
     arising under the Laws of Canada or any foreign country or otherwise.

        "PATENT LICENSE" means any agreement now or hereafter in existence
granting to any Canadian Credit Party any right, whether exclusive or
non-exclusive, with respect to any Person's patent or any invention now or
hereafter in existence, whether or not patentable, or pursuant to which any
Canadian Credit Party has granted to any other Person, any right, whether
exclusive or non-exclusive, with respect to any Patent or any invention now or
hereafter in existence, whether or not patentable and whether or not a Patent or
application for Patent is in or hereafter comes into existence on such
invention, including, without limitation, the Patent Licenses described on
SCHEDULE V to any Canadian Credit Party's Perfection Certificate (as each such
schedule may be amended, modified or supplemented from time to time).

        "PERFECTION CERTIFICATE" means with respect to each Canadian Credit
Party a certificate, substantially in the form of EXHIBIT F-1 to the Credit
Agreement, completed and supplemented with the schedules and attachments
contemplated thereby.

        "PERMITTED LIEN" means any Lien referred to in, and permitted by,
Section 7.02 of the Credit Agreement.

        "PPSA" means the PERSONAL PROPERTY SECURITY ACT (Ontario) as now enacted
or as the same may from time to time be amended, re-enacted or replaced.

        "RECEIVABLES" has the meaning set forth in Section 2.01 of this
Agreement.

        "RECORDABLE INTELLECTUAL PROPERTY" means Intellectual Property the
transfer of which is required to be recorded in the Canadian Intellectual
Property Office in order to be effective against subsequent third party
transferees; PROVIDED that the following shall not be considered "RECORDABLE
INTELLECTUAL PROPERTY" hereunder: (i) unregistered Canadian Copyrights and (ii)
non-exclusive Licenses.

                                       - -


        "REINVESTMENT FUNDS" has the meaning set forth in Section 2.05(a) of
this Agreement.

        "REINVESTMENT FUNDS ACCOUNT" has the meaning set forth in Section
2.05(a) of this Agreement.

        "RELEVANT CONTINGENT EXPOSURE" has the meaning set forth in Section
2.06 of this Agreement.

        "REPURCHASE AGREEMENT" means (a) the Sale and Purchase Agreement which
provides that the Parent Borrower will purchase the Preferred Shares the U.S.
Borrower holds in JCG Holdings (USA), Inc. and will grant to the U.S. Borrower a
non-assignable right to repurchase from the Parent Borrower (subject to the Jean
Coutu Group Holdings (USA), LLC's right of first refusal) such Preferred Shares
in whole or in part, at any time for U.S.$1,486,400,000 and any accrued but
unpaid dividends and (b) the Forward Sale Agreement which provides that the U.S.
Borrower will be required to purchase in 10 years from Closing the Preferred
Shares for U.S.$1,486,400,000 and any accrued but unpaid dividends and any board
of director's resolution and proxy statement incident thereto.

        "SECURITIES ACCOUNT" means an account to which Securities or other
financial assets are or may be credited or debited.

        "SECURITY INTERESTS" means the security interests in the Collateral
granted under this Agreement or any other Collateral Documents.

        "SENIOR OBLIGATIONS" means with respect to each Credit Party, without
duplication:

                (i)    in the case of each Borrower, all principal of and
     interest (including, without limitation, any interest which accrues after
     the commencement of any bankruptcy or insolvency proceeding with respect
     to, whether or not allowed or allowable as a claim under any bankruptcy or
     insolvency proceeding) on any Loan made to or LC Obligation or BA
     Reimbursement Obligation under, or any Note issued, pursuant to the Credit
     Agreement or any other Senior Finance Document;

                (ii)   all fees, expenses, indemnification obligations, foreign
     currency exchange obligations and other amounts of whatever nature now or
     hereafter payable by such Credit Party (including, without limitation, any
     amounts which accrue after the commencement of any bankruptcy or insolvency
     proceeding with respect to such Credit Party, whether or not allowed or
     allowable as a claim under any bankruptcy or insolvency proceeding)
     pursuant to the Credit Agreement, this Agreement or any other Senior
     Finance Document;

                (iii)  all expenses of any Finance Party as to which it has a
     right to reimbursement under Section 7.03(a) or Section 7.03(b) of this
     Agreement or under any other similar provision of any other Senior Finance
     Document, including, without limitation, any and all sums advanced by the
     Canadian Collateral Agent to preserve any Collateral or preserve its
     security interests in any Collateral;

                (iv)   all amounts paid by any Indemnitee as to which such
     Indemnitee has the right to reimbursement under Section 7.03(c) of this
     Agreement, Section 10.05 of the Credit Agreement or under any other similar
     provision of any other Senior Finance Document; and

                                       - -


                (v)    in the case of each Borrower and each Subsidiary
     Guarantor, all amounts now or hereafter payable by such Borrower or such
     Subsidiary Guarantor and all other obligations or liabilities now existing
     or hereafter arising or incurred (including, without limitation, any
     amounts which accrue after the commencement of any bankruptcy or insolvency
     proceeding with respect to any Credit Party, whether or not allowed or
     allowable as a claim under any bankruptcy or insolvency proceeding) on the
     part of such Borrower or such Subsidiary Guarantor pursuant to the Guaranty
     in respect of the Credit Agreement or any other Senior Finance Document;

in each case whether now or hereafter due, owing or incurred in any manner,
whether actual or contingent, whether incurred solely or jointly with any other
Person and whether as principal or surety (and including all liabilities in
connection with any notes, bills or other instruments accepted by any Finance
Party in connection therewith), together in each case with all renewals,
modifications, consolidations or extensions thereof.

        "SOFTWARE" means all software programs, whether now or hereafter owned,
licensed or leased by a Canadian Credit Party, designed for use on Computer
Hardware, including, without limitation, all operating system software,
utilities and application programs in whatever form and whether or not embedded
in Goods, all source code and object code in magnetic tape, disk or hard copy
format or any other listings whatsoever, all firmware associated with any of the
foregoing all documentation, flowcharts, logic diagrams, manuals,
specifications, training materials, charts and pseudo codes associated with any
of the foregoing, and all options, warranties, services contracts, program
services, test rights, maintenance rights, support rights, renewal rights and
indemnifications relating to any of the foregoing.

        "SOFTWARE LICENSE" means any agreement (including any agreement
constituting a Copyright License, Patent License and/or Trademark License) now
or hereafter in existence granting to any Canadian Credit Party any right,
whether exclusive or non-exclusive, to use another Person's Software, or
pursuant to which any Canadian Credit Party has granted to any other Person, any
right, whether exclusive or non-exclusive, to use any Software, whether or not
subject to any registration.

        "TRADEMARK" means any of the following:

                (i)    the Canadian and foreign trademarks described on
     SCHEDULE V to any Canadian Credit Party's Perfection Certificate (as each
     such schedule may be amended, modified or supplemented from time to time)
     and any renewals thereof;

                (ii)   all other trademarks, trade names, corporate names,
     company names, business names, fictitious business names, trade styles,
     service marks, logos, certification marks, collective marks, brand names
     and trade dress which are or have been used in Canada or in any province,
     territory or possession thereof, or in any other place, nation or
     jurisdiction, along with all prints and labels on which any of the
     foregoing have appeared or appear, package and other designs, and any other
     source or business identifiers, and general intangibles of like nature, and
     the rights in any of the foregoing which arise under applicable law;

                (iii)  the goodwill of the business symbolized thereby or
     associated with each of the foregoing;

                                       - -


                (iv)   all registrations and applications in connection
     therewith, including, without limitation, registrations and applications in
     the Trademarks Office of the Canadian Intellectual Property Office or in
     any similar office or agency of Canada, any province or territory thereof
     or any other country or any political subdivision thereof;

                (v)    all reissues, extensions and renewals thereof;

                (vi)   all claims for, and rights to sue for, past, present or
     future infringements of any of the foregoing;

                (vii)  all income, royalties, damages and payments now or
     hereafter due or payable with respect to any of the foregoing, including,
     without limitation, damages and payments for past, present or future
     infringements thereof and payments and damages under all Trademark Licenses
     in connection therewith; and

                (viii) all rights corresponding to any of the foregoing whether
     arising under the Laws of Canada or any foreign country or otherwise.

        "TRADEMARK LICENSE" means any agreement now or hereafter in existence
granting to any Canadian Credit Party any right, whether exclusive or
non-exclusive, to use another Person's trademarks or trademark applications, or
pursuant to which any Canadian Credit Party has granted to any other Person, any
right, whether exclusive or non-exclusive, to use any Trademark, whether or not
registered, including, without limitation, the Trademark Licenses described on
SCHEDULE V to any Canadian Credit Party's Perfection Certificate (as each such
schedule may be amended, modified or supplemented from time to time) and the
rights to prepare for sale, sell and advertise for sale, all of the inventory
now or hereafter owned by any Canadian Credit Party and now or hereafter covered
by such license agreements.

        SECTION 1.04   TERMS GENERALLY

        The definitions in Section 1.02 and Section 1.03 shall apply equally to
both the singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation". All references herein to
Articles, Sections, Exhibits and Schedules shall be deemed references to
Articles and Sections of, and Exhibits and Schedules to, this Agreement unless
the context shall otherwise require. Unless otherwise expressly provided herein,
the word "day" means a calendar day.

                                   ARTICLE II
                               SECURITY INTERESTS

        SECTION 2.01   GRANT OF SECURITY INTERESTS

        To secure the due and punctual payment of all Finance Obligations,
howsoever created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing or due or to become due, in accordance
with the terms thereof and to secure the performance of all of the obligations
of each Canadian Credit Party hereunder and under the other Finance Documents,
each Canadian Credit Party hereby grants to the Canadian Collateral Agent for
the benefit of the Finance Parties a security interest in, and each Canadian
Credit Party hereby pledges and collaterally assigns to

                                       - -


the Canadian Collateral Agent for the benefit of the Finance Parties, all of
such Canadian Credit Party's right, title and interest in and to all now owned
or held and after acquired or held personal property, assets and undertakings,
of whatever nature or kind and wheresoever situated, and all Proceeds thereof
and therefrom (all of which is hereinafter collectively called the "COLLATERAL")
including, without limiting the generality of the foregoing:

                (i)    all equipment, including, without limiting the generality
     of the foregoing, machinery, tools, fixtures, furniture, furnishings,
     chattels, motor vehicles, vessels and other tangible personal property that
     is not Inventory, and all parts, components, attachments, accessories,
     accessions, replacements, substitutions, additions and improvements to any
     of the foregoing (all of which is collectively called the "EQUIPMENT");

                (ii)   all inventory, including, without limiting the generally
     of the foregoing, Goods acquired or held for sale or lease or furnished or
     to be furnished under contracts of rental or service, all raw materials,
     work in process, finished Goods, returned Goods, repossessed Goods, and all
     packaging materials, supplies and containers relating to or used or
     consumed in connection with any of the foregoing (all of which is
     collectively called the "INVENTORY");

                (iii)  all debts, accounts, claims, demands, Money and choses in
     action which now are, or which may at any time hereafter be, due, owing to
     or accruing due to the Canadian Credit Party (all of which is collectively
     called the "RECEIVABLES");

                (iv)   all Documents of Title, Chattel Paper, Instruments,
     Securities and Money, and all other Goods of the Canadian Credit Party that
     are not Equipment, Inventory or Receivables;

                (v)    all contractual rights, goodwill, Intellectual Property,
     all other choses in action of the Canadian Credit Party of every kind which
     now are, or which may at any time hereafter be, due or owing to or owed by
     the Canadian Credit Party;

                (vi)   all books, records, documents, papers and electronically
     recorded data recordings evidencing or relating to any of the Collateral;

                (vii)  all other intangible property of the Canadian Credit
     Party not otherwise referred to in this Section 2.01; and

                (viii) all Proceeds of any Collateral in any form derived
     directly or indirectly from any dealing with the Collateral or that
     indemnifies or compensates for the loss of a damage to the Collateral.

PROVIDED, HOWEVER that the Collateral shall not include any Exempt Deposit
Accounts.

        SECTION 2.02   CONTINUING LIABILITY OF EACH CANADIAN CREDIT PARTY

        Anything herein to the contrary notwithstanding, each Canadian Credit
Party shall remain liable to observe and perform all the terms and conditions to
be observed and performed by it under any contract, agreement, warranty or other
obligation with respect to the Collateral. Neither the Canadian Collateral Agent
nor any Finance Party shall have any obligation or liability under any such
contract, agreement, warranty or obligation by reason of or arising out of this
Agreement or the receipt by the

                                       - -


Canadian Collateral Agent or any Finance Party of any payment relating to any
Collateral, nor shall the Canadian Collateral Agent or any Finance Party be
required to perform or fulfill any of the obligations of any Canadian Credit
Party with respect to any of the Collateral, to make any inquiry as to the
nature or sufficiency of any payment received by it or the sufficiency of the
performance of any party's obligations with respect to any Collateral.
Furthermore, neither the Canadian Collateral Agent nor any Finance Party shall
be required to file any claim or demand to collect any amount due or to enforce
the performance of any party's obligations with respect to the Collateral.

        SECTION 2.03   SECURITY INTERESTS ABSOLUTE

        All rights of the Canadian Collateral Agent, all security interests
hereunder and all obligations of each Canadian Credit Party hereunder are
unconditional and absolute and independent and separate from any other security
for or guaranty of the Finance Obligations, whether executed by such Canadian
Credit Party, any other Credit Party or any other Person. Without limiting the
generality of the foregoing, the obligations of each Canadian Credit Party
hereunder shall not be released, discharged or otherwise affected or impaired
by:

                (i)    any extension, renewal, settlement, compromise,
     acceleration, waiver or release in respect of any obligation of any other
     Credit Party under any Finance Document or any other agreement or
     instrument evidencing or securing any Finance Obligation, by operation of
     law or otherwise;

                (ii)   other than pursuant to Section 7.05 hereof, any change in
     the manner, place, time or terms of payment of any Finance Obligation or
     any other amendment, supplement or modification to any Finance Document or
     any other agreement or instrument evidencing or securing any Finance
     Obligation;

                (iii)  any release, non-perfection or invalidity of any direct
     or indirect security for any Finance Obligation, any sale, exchange,
     surrender, realization upon, offset against or other action in respect of
     any direct or indirect security for any Finance Obligation or any release
     of any other obligor or Credit Parties in respect of any Finance
     Obligation;

                (iv)   any change in the existence, structure or ownership of
     any Credit Party, or any insolvency, bankruptcy, reorganization,
     arrangement, readjustment, composition, liquidation or other similar
     proceeding affecting any Credit Party or its assets or any resulting
     disallowance, release or discharge of all or any portion of any Finance
     Obligation;

                (v)    the existence of any claim, set-off or other right which
     any Credit Party may have at any time against the Borrowers, any other
     Credit Party, any Agent, any other Finance Party or any other Person,
     whether in connection herewith or any unrelated transaction; PROVIDED that
     nothing herein shall prevent the assertion of any such claim by separate
     suit or compulsory counterclaim;

                (vi)   any invalidity or unenforceability relating to or against
     the Borrowers or any other Credit Party for any reason of any Finance
     Document or any other agreement or instrument evidencing or securing any
     Finance Obligation or any provision of applicable Law or regulation
     purporting to prohibit the payment by the Borrowers or any other Credit
     Party of any Finance Obligation;

                                       - -


                (vii)  any failure by any Finance Party: (A) to file or enforce
     a claim against any Credit Party or its estate (in a bankruptcy or other
     proceeding); (B) to give notice of the existence, creation or incurrence by
     any Credit Party of any new or additional indebtedness or obligation under
     or with respect to the Finance Obligations; (C) to commence any action
     against any Credit Party; (D) to disclose to any Credit Party any facts
     which such Finance Party may now or hereafter know with regard to any
     Credit Party; or (E) to proceed with due diligence in the collection,
     protection or realization upon any collateral securing the Finance
     Obligations;

                (viii) any direction as to application of payment by the
     Borrowers, any other Credit Party or any other Person;

                (ix)   any subordination by any Finance Party of the payment of
     any Finance Obligation to the payment of any other liability (whether
     matured or unmatured) of any Credit Party to its creditors;

                (x)    any act or failure to act by the Canadian Collateral
     Agent or any other Finance Party under this Agreement or otherwise which
     may deprive any Credit Party of any right to subrogation, contribution or
     reimbursement against any other Credit Party or any right to recover full
     indemnity for any payments made by such Credit Party in respect of the
     Finance Obligations; or

                (xi)   any other act or omission to act or delay of any kind by
     any Credit Party or any Finance Party or any other Person or any other
     circumstance whatsoever which might, but for the provisions of this clause,
     constitute a legal or equitable discharge of any Credit Party's obligations
     hereunder.

        Each Canadian Credit Party has irrevocably and unconditionally delivered
this Agreement to the Canadian Collateral Agent, for the benefit of the Finance
Parties, and the failure by any other Person to sign this Agreement or a
security agreement similar to this Agreement or otherwise shall not discharge
the obligations of any Canadian Credit Party hereunder.

        This Agreement shall remain fully enforceable against each Canadian
Credit Party irrespective of any defenses that any other Credit Party may have
or assert in respect of the Finance Obligations, including, without limitation,
failure of consideration, breach of warranty, payment, statute of frauds,
statute of limitations, accord and satisfaction and usury.

        SECTION 2.04   SEGREGATION OF PROCEEDS; CASH PROCEEDS ACCOUNT.

        (a)     CREATION OF CASH PROCEEDS ACCOUNT. There is hereby
established with the Canadian Collateral Agent a collateral account (the "CASH
PROCEEDS ACCOUNT") in the name of "National Bank of Canada, as Canadian
Collateral Agent" and under the exclusive control of the Canadian Collateral
Agent, into which there shall be deposited from time to time the cash Proceeds
of the Collateral required to be delivered to the Canadian Collateral Agent
pursuant to subsection (b) of this Section. Any income received by the Canadian
Collateral Agent with respect to the balance from time to time standing to the
credit of the Cash Proceeds Account, including any interest or capital gains on
Liquid Investments, shall remain, or be deposited, in the Cash Proceeds Account.
All right, title and interest in and to the cash amounts on deposit from time to
time in the Cash Proceeds Account together with any Liquid Investments from time
to time made pursuant to Section 2.07 and any other property or assets from time

                                       - -


to time deposited in or credited to the Cash Proceeds Account shall vest in and
be under the sole dominion and control of the Canadian Collateral Agent for the
benefit of the Finance Parties, shall constitute part of the Collateral
hereunder and shall not constitute payment of the Finance Obligations until
applied thereto as hereinafter provided.

        (b)     DEPOSITS TO CASH PROCEEDS ACCOUNT. Upon the occurrence and
during the continuance of a Default or an Event of Default, except as otherwise
provided in Section 2.05 and Section 2.06, each Canadian Credit Party, promptly
after receiving written instructions from the Canadian Collateral Agent to do
so, shall instruct all account debtors and other Persons obligated in respect of
its Receivables and other Collateral to make all payments in respect of its
Receivables and other Collateral either (i) directly to the Canadian Collateral
Agent (by instructing that such payments be remitted by direct wire transfer to
the Canadian Collateral Agent at its address referred to in Section 7.01 or to a
post office box which shall be in the name and under the control of the Canadian
Collateral Agent) or (ii) to one or more other banks or financial institutions
in Canada (by instructing that such payments be remitted by direct wire transfer
to, or to a post office box which shall be in the name and under the control of,
such bank or financial institution) under an Account Control Agreement duly
executed by each relevant Canadian Credit Party and such bank or financial
institution or under other arrangements, in form and substance satisfactory to
the Canadian Collateral Agent, pursuant to which each relevant Canadian Credit
Party shall have irrevocably instructed such other bank or financial institution
(and such other bank shall have agreed) to remit all proceeds of such payments
directly to the Canadian Collateral Agent for deposit into the Cash Proceeds
Account or as the Canadian Collateral Agent may otherwise instruct such bank or
financial institution. All such payments made to the Canadian Collateral Agent
shall be deposited in the Cash Proceeds Account. In addition to the foregoing,
each Canadian Credit Party agrees that if the proceeds of any Collateral
hereunder (including the payments made in respect of Receivables) shall be
received by it after the occurrence and during the continuance of a Default or
an Event of Default and receipt of the Canadian Collateral Agent's written
instructions pursuant to the first sentence of this clause (b), such Canadian
Credit Party shall as promptly as possible deposit such Proceeds into the Cash
Proceeds Account. Until so deposited, all such proceeds shall be held in trust
by the relevant Canadian Credit Party for and as the property of the Canadian
Collateral Agent for the benefit of the Finance Parties and shall not be
commingled with any other funds or property of any Canadian Credit Party;
PROVIDED, however, that until a Default or an Event of Default shall occur and
receipt of the Canadian Collateral Agent's written instructions pursuant to the
first sentence of this clause (b), all collected funds on deposit in the Cash
Proceeds Account, or so much thereof as is not required to make payment of the
Finance Obligations which have become due and payable (whether by scheduled
maturity, acceleration or otherwise), shall be withdrawn by the Canadian
Collateral Agent on the next Business Day following the day on which the
Canadian Collateral Agent considers the funds deposited therein to be collected
funds and disbursed to the Borrowers or its order. Each Canadian Credit Party
hereby irrevocably consents and agrees to such disbursement. After satisfaction
of the conditions specified in this clause (b), each Canadian Credit Party
hereby irrevocably authorizes and empowers the Canadian Collateral Agent, its
officers, employees and authorized agents to endorse and sign its name on all
checks, drafts, money orders or other media of payment so delivered, and such
endorsements or assignments shall, for all purposes, be deemed to have been made
by the relevant Canadian Credit Party prior to any endorsement or assignment
thereof by the Canadian Collateral Agent. The Canadian Collateral Agent may use
any convenient or customary means for the purpose of collecting such checks,
drafts, money orders or other media of payment.

        SECTION 2.05   REINVESTMENT FUNDS ACCOUNT.

                                       - -


        (a)     CREATION OF AND DEPOSITS TO THE REINVESTMENT FUNDS ACCOUNT.
Promptly upon and at all times after the receipt by any Canadian Credit Party of
any Net Cash Proceeds from an Asset Disposition (other than an Excluded Asset
Disposition), Insurance Proceeds or Condemnation Awards or other amounts
required to be paid to the Canadian Collateral Agent pursuant to Section 2.10
(c) or 6.06(b) of the Credit Agreement, Section 4.10 hereof or pursuant to any
similar provision of any other Finance Document (collectively, "REINVESTMENT
FUNDS"), such Canadian Credit Party shall establish and shall thereafter
maintain an additional collateral account (the "REINVESTMENT FUNDS ACCOUNT") at
the offices of the Canadian Collateral Agent or such other bank or other
financial institution as such Canadian Credit Party and the Canadian Collateral
Agent may agree, in the name and under the exclusive control of the Canadian
Collateral Agent. If the Reinvestment Funds Account is not maintained at an
office of the Canadian Collateral Agent, then forthwith upon the establishment
of such account, the applicable Canadian Credit Party shall notify the Canadian
Collateral Agent of the location, account name and account number of such
account and shall deliver to the Canadian Collateral Agent an Account Control
Agreement with respect to such Reinvestment Funds Account duly executed by such
Canadian Credit Party and the Financial Intermediary maintaining such
Reinvestment Funds Account. Each Canadian Credit Party hereby agrees to cause
any Reinvestment Funds received from time to time after the establishment of the
Reinvestment Funds Account to be deposited therein as set forth in this
paragraph. Any Casualty Proceeds or Condemnation Proceeds in excess of
U.S.$5,000,000 (or the Canadian Dollar Equivalent thereof) received from time to
time by the Canadian Collateral Agent in respect of which the Canadian
Collateral Agent is an insured party and loss payee and any other Reinvestment
Funds shall be promptly deposited in the Reinvestment Funds Account as set forth
in this paragraph. Any income received with respect to the balance from time to
time standing to the credit of the Reinvestment Funds Account, including any
interest or capital gains on Liquid Investments, shall remain, or be deposited,
in the Reinvestment Funds Account until withdrawn pursuant to clause (b) below
or applied in accordance with Section 2.10(b) of the Credit Agreement. All
right, title and interest in and to the cash amounts on deposit from time to
time in the Reinvestment Funds Account together with any Liquid Investments from
time to time made pursuant to Section 2.07 and any other property or assets from
time to time deposited in or credited to the Reinvestment Funds Account shall
vest in the Canadian Collateral Agent for the benefit of the Finance Parties,
shall constitute part of the Collateral hereunder and shall not constitute
payment of the Finance Obligations until applied thereto as hereinafter
provided. The Canadian Collateral Agent shall apply to repayment of the Loans
those amounts on deposit in the Reinvestment Funds Account which are required to
be applied to the repayment of the Loans in accordance with Section 2.10(b)(iv)
and 2.10(c) of the Credit Agreement or any other applicable term of any Finance
Document, and, unless a Default or an Event of Default shall have occurred and
be continuing, shall promptly in accordance with subsection (b) below release
to, or upon the order of the Canadian Credit Party in respect of which such
Reinvestment Funds were delivered, those amounts on deposit in the Reinvestment
Funds Account which are not required to be so applied or retained in the
Reinvestment Funds Account pursuant to any other provision of any Finance
Document for application as provided in subsection (b) below.

        (b)     WITHDRAWALS FROM REINVESTMENT FUNDS ACCOUNT. The balance
from time to time standing to the credit of the Reinvestment Funds Account (to
the extent not applied pursuant to the last sentence of Section 2.05(a)) shall
be subject to withdrawal only upon the instructions of the Canadian Collateral
Agent. Except upon the occurrence and continuation of a Default or an Event of
Default, the Canadian Collateral Agent agrees to give instructions to distribute
such amounts to the applicable Canadian Credit Party at such times and in such
amounts as such Canadian Credit Party shall request for the purpose of (i) in
the case of Reinvestment Funds received on account of an Asset Disposition,
reinvesting such Reinvestment Funds in accordance with Section 2.10(c)(i) of the
Credit Agreement or (ii) in the case of Reinvestment Funds received on account
of Casualty or Condemnation, repairing,

                                       - -


reconstructing or replacing the property in respect of which such Reinvestment
Funds were received or for the purpose of repaying indebtedness secured by a
Permitted Lien on, or meeting other liabilities in respect of, the property in
respect of which such Reinvestment Funds were received, all in accordance with
Section 2.10(c)(ii) of the Credit Agreement. Each Canadian Credit Party hereby
irrevocably consents and agrees to such distribution. To the extent required by
any Finance Document, any such request shall be accompanied by a certificate of
the chief executive officer or chief financial officer of such Canadian Credit
Party setting forth in detail reasonably satisfactory to the Canadian Collateral
Agent the reinvestment, repair, reconstruction or replacement for which such
funds will be expended. If immediately available cash on deposit in the
Reinvestment Funds Account is not sufficient to make any distribution to a
Canadian Credit Party referred to in the previous sentence of this Section
2.05(b), the Canadian Collateral Agent shall cause to be liquidated as promptly
as practicable such Liquid Investments in the Reinvestment Funds Account
designated by such Canadian Credit Party and the Borrowers as are required to
obtain sufficient cash to make such distribution and, notwithstanding any other
provision of this Article II, such distribution shall not be made until such
liquidation has taken place. Upon the occurrence and continuation of an Event of
Default, the Canadian Collateral Agent may apply or cause to be applied (subject
to collection) any or all of the balance from time to time standing to the
credit of the Reinvestment Funds Account in the manner specified in Section 5.04
hereof.

        SECTION 2.06   LC CASH COLLATERAL ACCOUNT

        All amounts required to be deposited by any Canadian Credit Party as
cash collateral for LC Obligations pursuant to Section 2.10(b)(i), (ii) or (iii)
or Section 8.02(c) of the Credit Agreement, any similar provision of any other
Finance Document or pursuant to Section 5.04 hereof shall be deposited in a
collateral account (the "LC CASH COLLATERAL ACCOUNT") established and maintained
by such Canadian Credit Party at the offices of the Canadian Collateral Agent or
such other bank or other financial institution as such Canadian Credit Party and
the Canadian Collateral Agent may agree, in the name and under the exclusive
control of the Canadian Collateral Agent. If the LC Cash Collateral Account is
not maintained at an office of the Canadian Collateral Agent, then forthwith
upon the establishment of such account, the applicable Canadian Credit Party
shall notify the Canadian Collateral Agent of the location, account name and
account number of such account and shall deliver to the Canadian Collateral
Agent an Account Control Agreement with respect to such LC Cash Collateral
Account duly executed by such Canadian Credit Party and the Financial
Intermediary maintaining such LC Cash Collateral Account. Any income received
with respect to the balance from time to time standing to the credit of the LC
Cash Collateral Account, including any interest or capital gains on Liquid
Investments, shall remain, or be deposited, in the LC Cash Collateral Account.
All right, title and interest in and to the cash amounts on deposit from time to
time in the LC Cash Collateral Account together with any Liquid Investments from
time to time made pursuant to Section 2.07 and any other property or assets from
time to time deposited in or credited to the LC Cash Collateral Account shall
vest in and be under the sole dominion and control of the Canadian Collateral
Agent for the benefit of the Finance Parties, shall constitute part of the
Collateral hereunder and shall not constitute payment of the Finance Obligations
until applied thereto as hereinafter provided. If and when any portion of the LC
Obligations on which any deposit in the LC Cash Collateral Account was based
(the "RELEVANT CONTINGENT EXPOSURE") shall become fixed (a "DIRECT EXPOSURE") as
a result of the payment by the Issuing Lender with respect thereto of a draft
presented under any Letter of Credit, the amount of such Direct Exposure (but
not more than the amount in the LC Cash Collateral Account at the time) shall be
withdrawn by the Canadian Collateral Agent from the LC Cash Collateral Account
and shall be paid to the relevant Administrative Agent for application pursuant
to the Credit Agreement, and the Relevant Contingent Exposure shall thereupon be
reduced by such amount. In addition, funds will be released from the LC Cash
Collateral Account at such times and in

                                       - -


such amounts as provided in Section 2.05(r) of the Credit Agreement. Each
Canadian Credit Party hereby irrevocably consents and agrees to each such
distribution. If a Default or an Event of Default shall have occurred and be
continuing, the excess of the funds in the LC Cash Collateral Account over the
Relevant Contingent Exposure shall be retained in the LC Cash Collateral Account
and, upon the occurrence and continuation of an Event of Default, may be
withdrawn by the Canadian Collateral Agent and applied in the manner specified
in Section 5.04. If immediately available cash on deposit in the LC Cash
Collateral Account is not sufficient to make any distribution to a Canadian
Credit Party referred to in this Section 2.06, the Canadian Collateral Agent
shall cause to be liquidated as promptly as practicable such Liquid Investments
in the Cash Collateral Account designated by such Canadian Credit Party as are
required to obtain sufficient cash to make such distribution and,
notwithstanding any other provision of this Section 2.06, such distribution
shall not be made until such liquidation has taken place.

        SECTION 2.07   INVESTMENT OF FUNDS IN COLLATERAL ACCOUNTS

        Amounts on deposit in the Collateral Accounts shall be invested and
re-invested from time to time in such Liquid Investments as the Parent Borrower
shall determine, which Liquid Investments shall be held in the name and be under
the control of the Canadian Collateral Agent; PROVIDED that, if an Event of
Default has occurred and is continuing, the Canadian Collateral Agent may
liquidate any such Liquid Investments and apply or cause to be applied the
proceeds thereof in the manner specified in Section 5.04. For this purpose,
"LIQUID INVESTMENTS" means Cash Equivalents maturing within 30 days after a Cash
Equivalent is acquired by the Canadian Collateral Agent.

        SECTION 2.08   LEASES; NON-ASSIGNABLE CONTRACTS

        The grant of any Security Interest in respect of the Collateral shall
not include, with respect to any Canadian Credit Party, any item of property to
the extent the grant by such Canadian Credit Party of the Security Interest
pursuant to this Agreement in such Canadian Credit Party's right, title and
interest in such item of property is prohibited by an applicable enforceable
contractual obligation or requirement of Law or would give any other Person the
enforceable right to terminate its obligations with respect to such item of
property and provided, further, that the limitation in the foregoing proviso
shall not affect, limit, restrict or impair the grant by any Canadian Credit
Party of a security interest pursuant to this Agreement in any money or other
amounts due or to become due under any account, contract, agreement or
intangible. In addition, the Security Interests created by this Agreement do not
extend to the last day of the term of any lease or agreement for lease of Real
Property. Such last day shall be held by the applicable Canadian Credit Party in
trust for the Canadian Collateral Agent (for the benefit of the Finance Parties)
and, on the exercise by the Canadian Collateral Agent of any of its rights under
this Agreement following the occurrence and during the continuance of an Event
of Default, will be assigned by such Canadian Credit Party as directed by the
Canadian Collateral Agent.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

        Each Canadian Credit Party represents and warrants that:

        SECTION 3.01   TITLE TO COLLATERAL

        Such Canadian Credit Party has good and marketable title to, or valid
license, leasehold or similar interests in, all of the Collateral in which it
has granted a security interest hereunder, free and

                                       - -


clear of any Liens other than Permitted Liens. Such Canadian Credit Party has
taken all actions necessary under applicable Law to perfect its interest in any
Receivables purchased by or assigned to it, as against its assignors and
creditors of its assignors. Other than financing statements or other similar or
equivalent documents or instruments with respect to the Security Interests,
Permitted Liens and Liens securing indebtedness to be repaid with the proceeds
of the Finance Obligations and in respect of which the Administrative Agents
have received pay-off letters and instruments appropriate under local Law to
effect the termination of such Liens, no financing statement, mortgage, security
agreement or similar or equivalent document or instrument covering all or any
part of the Collateral is on file or of record in any jurisdiction in which such
filing or recording would be effective to perfect a Lien on such Collateral. No
Collateral is in the possession or control of any Person (other than a Canadian
Credit Party) asserting any claim thereto or security interest therein, except
that the Canadian Collateral Agent or its designee may have possession and/or
control of Collateral as contemplated hereby and by the other Finance Documents.

        SECTION 3.02   VALIDITY, PERFECTION AND PRIORITY OF SECURITY INTERESTS.

        (a)     The Security Interests constitute valid security interests
under the applicable Law securing the Finance Obligations.

        (b)     When financing statements shall have been filed in the offices
specified in Schedule 4.01 hereto, the Security Interests will constitute
perfected security interests in all right, title and interest of such Canadian
Credit Party in the Collateral to the extent that a security interest therein
may be perfected by filing pursuant to the PPSA, the PERSONAL PROPERTY SECURITY
ACT (Nova Scotia), the PERSONAL PROPERTY SECURITY ACT (New Brunswick) or the
personal property security legislation of any other Canadian province (other
than the Province of Quebec), prior to all other Liens and rights of others
therein except for Permitted Liens.

        (c)     When a copy of this Agreement or a document evidencing the
assignment made under Section 2.01 has been filed with the Canadian Intellectual
Property, the Security Interests will constitute perfected security interests in
all right, title and interest of such Canadian Credit Party in the Recordable
Intellectual Property therein described to the extent that a security interest
therein may be perfected by such filing pursuant to applicable Law, prior to all
other Liens and rights of others therein except for Permitted Liens.

        SECTION 3.03   RECEIVABLES

        With respect to each material Receivable of such Canadian Credit Party,
all material records, papers and documents relating thereto (if any) are genuine
and in all respects what they purport to be, and all papers and documents (if
any) relating thereto (i) represent legal, valid and binding obligations of the
respective account debtor, subject to adjustments customary in the business of
such Canadian Credit Party, with respect to unpaid indebtedness or other
monetary obligations incurred by such account debtor in respect of the
performance of labor or services, the sale, lease, license, assignment, exchange
and delivery of the merchandise or other property listed therein, the incurrence
of a secondary obligation as set forth therein or the use of a credit or charge
card or information contained on or for use with such a card or any combination
of the foregoing, and (ii) are the only original writings evidencing and
embodying such obligations of the account debtor named therein (other than
copies created for general accounting purposes) and are in compliance in all
material respects with all applicable federal, provincial and local Laws and
applicable Laws of any relevant foreign jurisdiction.

                                       - -


        SECTION 3.04   NO CONSENTS

        No consent of any other Person (including, without limitation, any
stockholder or creditor of such Canadian Credit Party or any of its
Subsidiaries) and no order, consent, approval, license, authorization or
validation of, or filing, recording or registration with, or exemption by any
Governmental Authority is required to be obtained by such Canadian Credit Party
in connection with the execution, delivery or performance of this Agreement, or
in connection with the exercise of the rights and remedies of the Canadian
Collateral Agent pursuant to this Agreement, except (i) as may be required to
perfect (as described in Schedule 4.01 hereto) and maintain the perfection of
the Security Interests, or (ii) in connection with the disposition of the
Collateral by Laws affecting the offering and sale of Securities generally;
PROVIDED, HOWEVER, that to the extent that recordation of the Security Interests
in the Canadian Intellectual Property Office is necessary to perfect the
Security Interests or to render the Security Interests effective against
subsequent third parties, such recordations will not have been made with respect
to the items that are not Recordable Intellectual Property.

        SECTION 3.05   DEPOSIT AND SECURITIES ACCOUNTS

        Schedule 3.05 sets forth as of the date hereof a complete and correct
list of each Canadian Credit Party's Deposit Accounts, Individual Store Accounts
and Securities Accounts, the name and address of the bank or financial
institution which maintains each such account and the purpose for which such
account is used.

        SECTION 3.06   REPURCHASE AGREEMENT. (i) the Repurchase Agreement has
not been amended or modified, nor has any condition thereof been waived by the
U.S. Borrower or the Parent Borrower in a manner adverse in any material respect
to the rights or interests of the Lenders, and (ii) no event of default has
occurred thereunder.

                                   ARTICLE IV
                                    COVENANTS

        Each Canadian Credit Party covenants and agrees that until the payment
in full of all Finance Obligations and until there is no commitment by any
Finance Party to make further advances, incur obligations or otherwise give
value, such Canadian Credit Party will comply with the following:

        SECTION 4.01   DELIVERY OF PERFECTION CERTIFICATE; INITIAL PERFECTION
AND DELIVERY OF SEARCH REPORTS

        Such Canadian Credit Party has (i) delivered its Perfection Certificate
to the Canadian Collateral Agent, (ii) delivered, or will deliver as required by
Section 6.10(f) of the Credit Agreement, to the Canadian Collateral Agent a
fully executed Account Control Agreement with respect to each of its Deposit
Accounts (other than Deposit Accounts maintained with the Canadian Collateral
Agent, Exempt Deposit Accounts and Individual Store Accounts) and Securities
Accounts, and (iii) cause all filings and recordings specified in Schedule
Section 4.01 hereto to have been completed. The information set forth in the
Perfection Certificate shall be correct and complete as of the Closing Date.

                                       - -


        SECTION 4.02   CHANGE OF NAME, IDENTITY, STRUCTURE OR LOCATION;
SUBJECTION TO OTHER SECURITY AGREEMENTS

        Except pursuant to Asset Dispositions permitted by the Credit Agreement,
such Canadian Credit Party will not change its name, identity, structure, or the
location of its head office or chief executive office in any manner, and shall
not become bound by a security agreement entered into by another Person, in each
case unless it shall have given the Canadian Collateral Agent not less than 30
days' prior notice thereof. Except pursuant to Asset Dispositions permitted by
the Credit Agreement, such Canadian Credit Party shall not in any event change
the location of any Collateral or its name, identity, structure or the location
of its head office or chief executive office or become bound, by a security
agreement entered into by another Person, if such change would cause the
Security Interests to lapse or cease to be perfected unless such Canadian Credit
Party has taken on or before the date of lapse all actions necessary to ensure
that the Security Interests in the Collateral do not lapse or cease to be
perfected.

        SECTION 4.03   FURTHER ACTIONS

        Such Canadian Credit Party will, from time to time at its expense and in
such manner and form as the Canadian Collateral Agent may reasonably request,
execute, deliver, file and record any financing statement, specific assignment,
instrument, document, agreement or other paper and take any other action
(including, without limitation, any filings of financing or continuation
statements under the PPSA or the personal property security legislation of any
other jurisdiction and any filings with the Canadian Intellectual Property
Office) that from time to time may be necessary or advisable under the PPSA or
with respect to Recordable Intellectual Property, or that the Canadian
Collateral Agent may reasonably request, in order to create, preserve, perfect,
confirm or validate the Security Interests or to enable the Canadian Collateral
Agent and the Finance Parties to obtain the full benefit of this Agreement or to
exercise and enforce any of its rights, powers and remedies created hereunder or
under applicable Law with respect to any of the Collateral it being understood
and agreed that no Account Control Agreements need to be delivered with respect
to the Individual Store Accounts. To the extent permitted by applicable Law,
such Canadian Credit Party hereby authorizes the Canadian Collateral Agent to
file, in the name of such Canadian Credit Party or otherwise and without the
signature or other separate authorization or authentication of such Canadian
Credit Party appearing thereon, such financing statements or continuation
statements as the Canadian Collateral Agent in its sole discretion may deem
necessary or appropriate to further perfect or maintain the perfection of the
Security Interests. Such Canadian Credit Party hereby authorizes the Canadian
Collateral Agent to file financing and continuation statements describing as the
Collateral covered thereby "all of the debtor's personal property and assets" or
words to similar effect, notwithstanding that such description may be broader in
scope than the Collateral described in this Agreement. Such Canadian Credit
Party agrees, where so permitted by applicable Law, that a carbon, photographic,
photostatic or other reproduction of this Agreement or of a financing statement
is sufficient as a financing statement. The Canadian Credit Parties shall pay
the costs of, or incidental to, any recording or filing of any financing or
continuation statements or other assignment documents concerning the Collateral.

        SECTION 4.04   COLLATERAL IN POSSESSION OF OTHER PERSONS, LEASED REAL
PROPERTY LOCATIONS

        If any of such Canadian Credit Party's Collateral is at any time in the
possession or control of any warehouseman, vendor, bailee or any agents or
processors of any Canadian Credit Party,

                                       - -


such Canadian Credit Party shall (i) notify such warehouseman, vendor, bailee,
agent or processor of the Security Interests, (ii) instruct such warehouseman,
vendor, bailee, agent or processor to hold all such Collateral for the Canadian
Collateral Agent's account and subject to the Canadian Collateral Agent's
instructions and (iii) use commercially reasonable efforts to cause such
warehouseman, vendor, bailee, agent or processor to authenticate a record
acknowledging that it holds possession of such Collateral for the benefit of the
Canadian Collateral Agent and the Finance Parties and make such authenticated
record available to the Canadian Collateral Agent. If any Canadian Credit Party
enters into any lease of Material Real Property after the date hereof, such
Canadian Credit Party will use commercially reasonable efforts to obtain waivers
from the landlords of all such real estate, substantially in the form of Exhibit
B hereto or in such other form as shall be reasonably acceptable to the Canadian
Collateral Agent.

        SECTION 4.05   BOOKS AND RECORDS

        Such Canadian Credit Party shall keep full and accurate books and
records relating to the Collateral, including, but not limited to, the originals
of all documentation with respect thereto, records of all payments received, all
credits granted thereon, all merchandise returned and all other dealings
therewith, and such Canadian Credit Party will make the same available to the
Canadian Collateral Agent for inspection, as required by Section 6.09 of the
Credit Agreement. Upon direction by the Canadian Collateral Agent, such Canadian
Credit Party shall stamp or otherwise mark such books and records in such manner
as the Canadian Collateral Agent may reasonably require in order to reflect the
Security Interests.

        SECTION 4.06   DELIVERY OF INSTRUMENTS, ETC.

        Such Canadian Credit Party will immediately deliver each Instrument and
each certificated security (other than (i) Cash Equivalents held in a Deposit
Account or a Securities Account and subject to an effective Account Control
Agreement as required by Section 4.14 hereof and (ii) instruments or
certificated Securities received in connection with bankruptcy or reorganization
of suppliers and customers and in settlement of delinquent obligations of, and
other disputes with, customers and suppliers in the ordinary course of business
having individually, a face amount of less than U.S.$750,000 (or the Canadian
Equivalent Amount thereof) in the case of instruments or certificated Securities
subject to this CLAUSE (II)) to the Canadian Collateral Agent, appropriately
indorsed to the Canadian Collateral Agent; PROVIDED that so long as no Default
or Event of Default shall have occurred and be continuing, and except as
required by any other Finance Document, such Canadian Credit Party may (unless
otherwise provided in Section 2.04(b)) retain for collection in the ordinary
course of business any checks, drafts and other Instruments received by it in
the ordinary course of business, and the Canadian Collateral Agent shall,
promptly upon request of such Canadian Credit Party, make appropriate
arrangements for making any other instrument or certificated security pledged by
such Canadian Credit Party available to it for purposes of presentation,
collection or renewal (any such arrangement to be effected, to the extent deemed
appropriate to the Canadian Collateral Agent, against trust receipt or like
document).

        SECTION 4.07   COLLECTION AND VERIFICATION OF RECEIVABLES.

        (a)     COLLECTION OF RECEIVABLES. Such Canadian Credit Party shall
not rescind or cancel any material indebtedness or material obligation evidenced
by any material Receivable, modify, make adjustments to, extend, renew,
compromise or settle any material dispute, claim, suit or legal proceeding
relating to, or sell or assign, any material Receivable, or interest therein,
without the prior

                                       - -


written consent of the Canadian Collateral Agent, except that, subject to the
rights of the Canadian Collateral Agent and the Finance Parties hereunder,
notwithstanding the occurrence and continuance of an Event of Default, such
Canadian Credit Party may allow as adjustments to amounts owing under its
Receivables (i) an extension or renewal of the time or times of payment, or
settlement for less than the total unpaid balance, which such Canadian Credit
Party finds appropriate in accordance with sound business judgment and (ii) a
refund or credit due as a result of returned or damaged merchandise, all in
accordance with such Canadian Credit Party's ordinary course of business
consistent with its historical collection practices. The costs and expenses
(including, without limitation, attorneys' fees) of collection of Receivables,
whether incurred by such Canadian Credit Party or the Canadian Collateral Agent,
shall be borne by the Canadian Credit Parties.

        (b)     VERIFICATION OF RECEIVABLES. Upon the occurrence and during the
continuance of an Event of Default, the Canadian Collateral Agent shall have the
right to make test verifications of Receivables in any manner and through any
medium that it considers advisable, and each Canadian Credit Party agrees to
furnish all such assistance and information as the Canadian Collateral Agent may
require in connection therewith. Upon the occurrence and during the continuance
of an Event of Default, each Canadian Credit Party, at its own expense, will
cause its financial officer to furnish to the Canadian Collateral Agent at any
time and from time to time promptly upon the Canadian Collateral Agent's request
(i) a reconciliation of all Receivables, (ii) an aging of all Receivables, (iii)
trail balances and (iv) a test verification of such Receivables as the Canadian
Collateral Agent may request.

        SECTION 4.08   NOTIFICATION TO ACCOUNT DEBTORS

        Upon the occurrence and during the continuance of any Event of Default
and if so requested by the Canadian Collateral Agent, such Canadian Credit Party
will promptly notify (and such Canadian Credit Party hereby authorizes the
Canadian Collateral Agent so to notify) each account debtor in respect of any
Receivable that such Collateral has been assigned to the Canadian Collateral
Agent hereunder for the benefit of the Finance Parties, and that any payments
due or to become due in respect of such Collateral are to be made by such
account debtor and any other Person via direct wire transfer to the Canadian
Collateral Agent or its designee in accordance with Section 2.04 hereof.

        SECTION 4.09   DISPOSITION OF COLLATERAL

        Such Canadian Credit Party will not sell, lease, exchange, license,
assign or otherwise dispose of, or grant any option with respect to, any
Collateral or create or suffer to exist any Lien (other than the Security
Interests and Permitted Liens) on any Collateral except that, subject to the
rights of the Canadian Collateral Agent and the Finance Parties hereunder if a
Default or an Event of Default shall have occurred and be continuing, such
Canadian Credit Party may sell, lease, exchange, license, assign or otherwise
dispose of, or grant options with respect to, Collateral to the extent expressly
permitted by the Credit Agreement, whereupon, in the case of any such
disposition, the Security Interests created hereby in such item (but not in any
Proceeds arising from such disposition) shall cease immediately without any
further action on the part of the Canadian Collateral Agent.

        SECTION 4.10   INSURANCE

        Prior to the Closing Date, such Canadian Credit Party will cause the
Canadian Collateral Agent (together with the Canadian Collateral Agent) to be
named as an insured party and loss payee, effective at all times on and after
the Closing Date, on each insurance policy covering risks relating to any

                                       - -


of its Inventory and Equipment. Each such insurance policy shall include
effective waivers by the insurer of all claims for insurance premiums against
the Canadian Collateral Agent and the Finance Parties, provide for coverage to
the Canadian Collateral Agent for the benefit of the Finance Parties regardless
of the breach by such Canadian Credit Party of any warranty or representation
made therein, not be subject to co-insurance, provide that all insurance
proceeds in excess of U.S.$5,000,000 (or the Canadian Equivalent Amount thereof)
per claim shall be adjusted with and payable to the Canadian Collateral Agent
(for payment to the relevant Administrative Agent for application as required by
Section 2.10(b), (c) or 6.06(b) of the Credit Agreement, if then in effect, or
otherwise as contemplated by the other Finance Documents) and provide that no
cancellation, termination or material modification thereof shall be effective
until at least 30 days after receipt by the Canadian Collateral Agent of notice
thereof. Such Canadian Credit Party hereby appoints the Canadian Collateral
Agent as its attorney-in-fact, effective during the continuance of an Event of
Default, to make proof of loss, claims for insurance and adjustments with
insurers, and to execute or endorse all documents, checks or drafts in
connection with payments made as a result of any insurance policies.

        Such Canadian Credit Party assumes all liability and responsibility in
connection with the Collateral acquired by it and the liability of such Canadian
Credit Party to pay the Finance Obligations shall in no way be affected or
diminished by reason of the fact that such Collateral may be lost, destroyed,
stolen, damaged or for any reason whatsoever unavailable to such Canadian Credit
Party.

        SECTION 4.11   INFORMATION REGARDING COLLATERAL

        Such Canadian Credit Party will, promptly upon request, provide to the
Canadian Collateral Agent all information and evidence it may reasonably request
concerning the Collateral to enable the Canadian Collateral Agent to enforce the
provisions of this Agreement.

        SECTION 4.12   COVENANTS REGARDING INTELLECTUAL PROPERTY.

        (a)     Such Canadian Credit Party (either itself or through licensees)
will, for each Patent, not do any act, or omit to do any act, whereby any Patent
may become invalidated or dedicated to the public, and shall continue to mark
any products covered by a Patent with the relevant patent number or indication
that a Patent is pending as required by the patent laws, unless such Canadian
Credit Party shall reasonably and in good faith determine (and notice of such
determination shall have been delivered to the Canadian Collateral Agent) that
any of the Patent is of negligible economic value to such Canadian Credit Party.

        (b)     Such Canadian Credit Party (either itself or, if permitted
by Law, through its licensees or its sublicensees) will, for each Trademark, (i)
maintain such Trademark in full force free from any claim of abandonment or
invalidity from non-use, material alteration, naked licensing or genericide,
(ii) maintain the quality of products and services offered under such Trademark
in a manner substantially consistent with or better than the quality of such
products and services as of the date hereof, (iii) display such Trademark with
proper notice, including notice of federal registration to the extent permitted
by applicable Law, (iv) not knowingly use or knowingly permit the use of such
Trademark in violation of any third party rights, (v) not permit any assignment
in gross of such Trademark, unless such Canadian Credit Party shall reasonably
and in good faith determine (and notice of such determination shall have been
delivered to the Canadian Collateral Agent) that any of the Trademarks is of
negligible economic value to such Canadian Credit Party and (vi) allow the
Canadian Collateral Agent and its designees the right, at any time and from time
to time, to inspect such Canadian Credit Party's premises and to examine

                                       - -


and observe such Canadian Credit Party's books, records and operations,
including, without limitation, its quality control processes, upon reasonable
notice and at such reasonable times and as often as may be reasonably requested.

        (c)     Such Canadian Credit Party (either itself or through licensees
or sublicensees) will, for each work covered by a Copyright material to the
conduct of its business, continue to publish, reproduce, display, adopt and
distribute the work with appropriate copyright notice.

        (d)     Such Canadian Credit Party shall promptly notify the Canadian
Collateral Agent if a Responsible Officer knows or has reason to know that any
Patent, Trademark or Copyright (or any application or registration relating
thereto) may become abandoned or dedicated to the public, or of any adverse
determination or development (including, without limitation, the institution of,
or any such determination or development in, any proceeding in the Canadian
Intellectual Property Office or any court) regarding such Canadian Credit
Party's ownership of any Patent, Trademark, Copyright or Software, its right to
register the same or to keep, use or maintain the same unless such Canadian
Credit Party shall reasonably and in good faith determine (and notice of such
determination shall have been delivered to the Canadian Collateral Agent) that
any of the Patents, Trademarks and Copyrights is of negligible economic value to
such Canadian Credit Party.

        (e)     Unless such Canadian Credit Party shall reasonably and in good
faith determine (and notice of such determination shall have been delivered to
the Canadian Collateral Agent) that any of the Patents, Trademarks and
Copyrights is of negligible economic value to such Canadian Credit Party, such
Canadian Credit Party Canadian Credit Party will take all necessary steps to
file, maintain and pursue each application relating to the Patents, Trademarks
and/or Copyrights (and to obtain the relevant grant or registration) and to
preserve and maintain all common law rights in any Trademarks and each
registration of the Patents, Trademarks and Copyrights, including filing and
paying fees for applications for renewal, reissues, divisions, continuations,
continuations-in-part, affidavits of use, affidavits of incontestability and
maintenance, and, unless such Canadian Credit Party shall reasonably determine
that any such action would be of negligible economic value, to initiate
opposition, interference, reexamination and cancellation proceedings against
third parties that infringe a Patent, Trademark or Copyright.

        (f)     If any rights to any Patent, Trademark, Copyright, Software or
License relating thereto is believed infringed, misappropriated, breached or
diluted by a third party, such Canadian Credit Party shall notify the Canadian
Collateral Agent promptly after a Responsible Officer obtains knowledge thereof
and shall, unless such Canadian Credit Party shall reasonably determine that any
such action would be of negligible economic value, promptly sue for
infringement, misappropriation, breach or dilution and to recover any and all
damages for such infringement, misappropriation or dilution, and take such other
actions as such Canadian Credit Party shall reasonably deem appropriate under
the circumstances to protect such Patent, Trademark, Copyright, Software or
License unless such Canadian Credit party shall reasonably and in good faith
determine (and notice of such determination shall have been delivered to the
Canadian Collateral Agent) that any of the Patents, Trademarks and Copyrights is
of negligible economic value to such Canadian Credit Party.

        (g)     Within 45 days after the end of each fiscal quarter of the
Parent Borrower, each Canadian Credit Party will (i) inform the Canadian
Collateral Agent of all applications for Patents, Trademarks or Copyrights filed
during such fiscal quarter by such Canadian Credit Party or by any agent,
employee, licensee or delegate on its behalf with the Canadian Intellectual
Property Office or any office or agency in any political subdivision of Canada
or in any other country or any political subdivision

                                       - -


thereof and (ii) upon request of the Canadian Collateral Agent, execute any and
all agreements, instruments, documents and papers as the Canadian Collateral
Agent may reasonably request to evidence the Security Interests in such
application, any resulting Patent, Trademark or Copyright and the goodwill or
Accounts and general intangibles of such Canadian Credit Party relating thereto
or represented thereby, and such Canadian Credit Party hereby appoints the
Canadian Collateral Agent its attorney-in-fact to execute and file such writings
for the foregoing purposes.

        (h)     As to all material Licenses (excluding non-exclusive Licenses of
Software) entered into after the date hereof with any third party licensor, such
Canadian Credit Party will use commercially reasonable and good faith efforts to
obtain all requisite consents or approvals by the licensor to perfect the
Security Interests therein.

        (i)     Such Canadian Credit Party has taken, and shall take all actions
(and cause all other Persons, including licensees, to the extent such other
Persons are subject to its control) which are necessary or advisable to protect,
preserve and confirm the validity, priority, perfection or enforcement of the
rights granted to the Canadian Collateral Agent under this Agreement and (iii)
give the Canadian Collateral Agent prompt written notice in accordance with
Section 4.12(g) above, if, after the date hereof, such Canadian Credit Party
shall obtain rights to any Trademarks, Patents or Copyrights, or enter into any
new license agreements regarding any of the foregoing, and such Canadian Credit
Party hereby agrees that the provisions of this Agreement shall automatically
apply thereto. Such Canadian Credit Party will use commercially reasonable
efforts so as not to permit the inclusion in any material contract or agreement
governing or relating to any Trademarks, Patents or Copyrights obtained after
the date hereof or any license agreements entered into after the date hereof
relating to any of the foregoing of any provisions that could or might in any
way prevent or materially impair the creation of a security interest in, or the
assignment of, such Canadian Credit Party's rights and interests therein. Such
Canadian Credit Party will execute any and all agreements, instruments,
documents and papers as the Canadian Collateral Agent may request to evidence
the Security Interests in any Patent, Trademark or Copyright (or application
therefor) and the goodwill or accounts and general intangibles of such Canadian
Credit Party relating thereto or represented thereby, and such Canadian Credit
Party hereby appoints the Canadian Collateral Agent its attorney-in-fact to
execute and file such writings for the foregoing purposes.

        SECTION 4.13   DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS

        No Canadian Credit Party shall establish after the date hereof or permit
to exist any Deposit Account (except for any such account maintained with the
Canadian Collateral Agent, Exempt Deposit Accounts and Individual Store
Accounts) or any Securities Account (except any such account maintained with the
Canadian Collateral Agent or constituting Collateral Accounts) without promptly
delivering to the Canadian Collateral Agent a fully executed Account Control
Agreement with respect to such account. Subject to Section 2.04(b) hereof and
the rights of the Canadian Collateral Agent under Article V hereof, each
Canadian Credit Party shall cause all Proceeds of Collateral hereunder to be
deposited in a Deposit Account maintained with the Canadian Collateral Agent or
with respect to which an effective Account Control Agreement has been delivered
to the Canadian Collateral Agent. No Canadian Credit Party shall permit the
aggregate amount of overnight funds on deposit in all Exempt Deposit Accounts
and Individual Store Accounts to exceed U.S.$5,000,000 (or the Canadian
Equivalent Amount thereof).

                                       - -


        SECTION 4.14   MODIFICATION OF ASSIGNED AGREEMENTS, ETC.

        Such Canadian Credit Party will not, except with the consent of the
relevant Administrative Agent, terminate any Assigned Agreement, waive any
default under or breach of any Assigned Agreement, compromise or settle any
material dispute, claim, suit or legal proceeding relating to any Assigned
Agreement, sell or assign any Assigned Agreement or interest therein, consent to
or permit or accept any prepayment of amounts to become due under or in
connection with any Assigned Agreement, except as expressly provided therein, or
take any other action in connection with any Assigned Agreement which would
impair the value of the interests or rights of such Canadian Credit Party
thereunder or which would materially impair the interests or rights of the
Canadian Collateral Agent under this Agreement, except that, unless the Canadian
Collateral Agent shall have notified such Canadian Credit Party upon the
occurrence of a Default or an Event of Default that this exception is no longer
applicable, such Canadian Credit Party may modify, make adjustments with respect
to, extend or renew any Assigned Agreements in the ordinary course of business.

                                    ARTICLE V
                           GENERAL AUTHORITY; REMEDIES

        SECTION 5.01   GENERAL AUTHORITY

        Each Canadian Credit Party hereby irrevocably appoints the Canadian
Collateral Agent and any officer or agent duly appointed by the Canadian
Collateral Agent as its true and lawful attorney-in-fact, with full power of
substitution, in the name of such Canadian Credit Party, the Canadian Collateral
Agent, the Finance Parties or otherwise, for the sole use and benefit of the
Canadian Collateral Agent and the Finance Parties, but at such Canadian Credit
Party's expense, to the extent permitted by Law, to exercise at any time and
from time to time while an Event of Default has occurred and is continuing all
or any of the following powers with respect to all or any of the Collateral, all
acts of such attorney being hereby ratified and confirmed; such power, being
coupled with an interest, is irrevocable until the Finance Obligations are paid
in full and until there is no commitment by any Finance Parties to make further
advances, incur obligations or otherwise give value:

                (i)    to take any and all appropriate action and to execute any
     and all documents and instruments which may be necessary or desirable to
     carry out the terms of this Agreement;

                (ii)   to receive, take, indorse, assign and deliver any and all
     checks, notes, drafts, acceptances, documents and other negotiable and
     non-negotiable instruments taken or received by such Canadian Credit Party
     as, or in connection with, Collateral;

                (iii)  to accelerate any Receivable which may be accelerated in
     accordance with its terms, and to otherwise demand, sue for, collect,
     receive and give acquittance for any and all monies due or to become due on
     or by virtue of any Collateral;

                (iv)   to commence, settle, compromise, compound, prosecute,
     defend or adjust any claim, suit, action or proceeding with respect to, or
     in connection with, the Collateral;

                (v)    to sell, transfer, assign or otherwise deal in or with
     the Collateral or the Proceeds or avails thereof, including, without
     limitation, for the implementation of any

                                       - -


     assignment, lease, License, sublicense, grant of option, sale or other
     disposition of any Patent, Trademark, Copyright or Software or any action
     related thereto, as fully and effectually as if the Canadian Collateral
     Agent were the absolute owner thereof;

                (vi)   to extend the time of payment of any or all of the
     Collateral and to make any allowance and other adjustments with respect
     thereto; and

                (vii)  to do, at its option, but at the expense of such Canadian
     Credit Party, at any time or from time to time, all acts and things which
     the Canadian Collateral Agent reasonably deems necessary to protect or
     preserve the Collateral and to realize upon the Collateral.

        SECTION 5.02   REMEDIES UPON EVENT OF DEFAULT.

        (a)     If any Event of Default has occurred and is continuing, the
Canadian Collateral Agent may, in addition to all other rights and remedies
granted to it in this Agreement and in any other agreement securing, evidencing
or relating to the Finance Obligations: (i) exercise on behalf of the Finance
Parties all rights and remedies of a secured party under the PPSA (whether or
not in effect in the jurisdiction where such rights are exercised) and, in
addition, (ii) without demand of performance or other demand or notice of any
kind (except as herein provided or as may be required by mandatory provisions of
Law) to or upon any Canadian Credit Party or any other Person (all of which
demands and/or notices are hereby waived by each Canadian Credit Party), (A)
withdraw all cash and Liquid Investments in the Collateral Accounts and apply
such cash and Liquid Investments and other cash, if any, then held by it as
Collateral as specified in Section 5.04, (B) give notice and take sole
possession and control of all amounts on deposit in or credited to any
Collateral Account pursuant to the related Account Control Agreement and apply
all such funds as specified in Section 5.04 and (C) if there shall be no such
cash, Liquid Investments or other amounts or if such cash, Liquid Investments
and other amounts shall be insufficient to pay all the Finance Obligations in
full or cannot be so applied for any reason or if the Canadian Collateral
Account determines to do so, collect, receive, appropriate and realize upon the
Collateral and/or sell, assign, give an option or options to purchase or
otherwise dispose of and deliver the Collateral (or contract to do so) or any
part thereof at public or private sale, at any office of the Canadian Collateral
Agent or elsewhere in such manner as is commercially reasonable and as the
Canadian Collateral Agent may deem best, for cash, on credit or for future
delivery, without assumption of any credit risk and at such price or prices as
the Canadian Collateral Agent may deem satisfactory.

        (b)     The Canadian Collateral Agent shall give each Canadian Credit
Party not less than 15 days' prior notice of the time and place of any sale or
other intended disposition of any of the Collateral, except any Collateral which
is perishable or threatens to decline speedily in value or is of a type
customarily sold on a recognized market. Any such notice shall (i) in the case
of a public sale, state the time and place fixed for such sale, (ii) in the case
of a private sale, state the day after which such sale may be consummated, (iii)
contain the information specified in the personal property security legislation
of the applicable jurisdiction, (iv) be authenticated and (v) be sent to the
parties required to be notified pursuant to the applicable Law; PROVIDED that,
if the Canadian Collateral Agent fails to comply with this sentence in any
respect, its liability for such failure shall be limited to the liability (if
any) imposed on it as a matter of law under the personal property security
legislation of the applicable jurisdiction. Except as otherwise provided herein,
each Canadian Credit Party hereby waives, to the extent permitted by applicable
Law, notice and judicial hearing in connection with the Canadian Collateral
Agent's taking possession or disposition of any of the Collateral.

                                       - -


        (c)     The Canadian Collateral Agent or any Finance Party may be the
purchaser of any or all of the Collateral so sold at any public sale (or, if the
Collateral is of a type customarily sold in a recognized market or is of a type
which is the subject of widely distributed standard price quotations, at any
private sale). Each Canadian Credit Party will execute and deliver such
documents and take such other action as the Canadian Collateral Agent reasonably
deems necessary or advisable in order that any such sale may be made in
compliance with Law. Upon any such sale, the Canadian Collateral Agent shall
have the right to deliver, assign and transfer to the purchaser thereof the
Collateral so sold. Each purchaser at any such sale shall hold the Collateral so
sold to it absolutely and free from any claim or right of whatsoever kind. Any
such public sale shall be held at such time or times within ordinary business
hours and at such place or places as the Canadian Collateral Agent may fix in
the notice of such sale. At any such sale, the Collateral may be sold in one lot
as an entirety or in separate parcels, as the Canadian Collateral Agent may
determine. The Canadian Collateral Agent shall not be obligated to make any such
sale pursuant to any such notice. The Canadian Collateral Agent may, without
notice or publication, adjourn any public or private sale or cause the same to
be adjourned from time to time by announcement at the time and place fixed for
the sale, and such sale may be made at any time or place to which the same may
be so adjourned without further notice. In the case of any sale of all or any
part of the Collateral on credit or for future delivery, the Collateral so sold
may be retained by the Canadian Collateral Agent until the selling price is paid
by the purchaser thereof, but the Canadian Collateral Agent shall not incur any
liability in the case of the failure of such purchaser to take up and pay for
the Collateral so sold and, in the case of any such failure, such Collateral may
again be sold upon like notice.

        (d)     For the purpose of enforcing any and all rights and remedies
under this Agreement, the Canadian Collateral Agent may, if any Event of Default
has occurred and is continuing, (i) require each Canadian Credit Party to, and
each Canadian Credit Party agrees that it will, at its expense and upon the
request of the Canadian Collateral Agent, forthwith assemble, store and keep all
or any part of the Collateral as directed by the Canadian Collateral Agent and
make it available at a place designated by the Canadian Collateral Agent which
is, in the Canadian Collateral Agent's opinion, reasonably convenient to the
Canadian Collateral Agent and such Canadian Credit Party, whether at the
premises of such Canadian Credit Party or otherwise, it being understood that
such Canadian Credit Party's obligation so to deliver the Collateral is of the
essence of this Agreement and that, accordingly, upon application to a court of
equity having jurisdiction, the Canadian Collateral Agent shall be entitled to a
decree requiring specific performance by such Canadian Credit Party of such
obligation; (ii) to the extent permitted by applicable Law, enter, with or
without process of law and without breach of the peace, any premise where any of
the Collateral is or may be located, and without charge or liability to any
Canadian Credit Party, seize and remove such Collateral from such premises;
(iii) have access to and use such Canadian Credit Party's books and records
relating to the Collateral; and (iv) prior to the disposition of the Collateral,
store or transfer it without charge in or by means of any storage or
transportation facility owned or leased by such Canadian Credit Party, process,
repair or recondition it or otherwise prepare it for disposition in any manner
and to the extent the Canadian Collateral Agent deems appropriate and, in
connection with such preparation and disposition, use without charge any
Intellectual Property or technical process used by such Canadian Credit Party.
The Canadian Collateral Agent may also render any or all of the Collateral
unusable at any Canadian Credit Party's premises and may dispose of such
Collateral on such premises without liability for rent or costs.

        (e)     Without limiting the generality of the foregoing, if any Event
of Default has occurred and is continuing:

                                       - -


                (i)    the Canadian Collateral Agent may, subject to the express
     terms of any valid and enforceable restriction in favor of a Person who is
     not a Group Company that prohibits, or requires any consent or establishes
     any other conditions for, an assignment thereof, license, or sublicense,
     whether general, special or otherwise, and whether on an exclusive or
     non-exclusive basis, any Patents, Trademarks or Copyrights included in the
     Collateral throughout the world for such term or terms, on such conditions
     and in such manner as the Canadian Collateral Agent shall determine subject
     to the requirements of the PPSA in respect thereof;

                (ii)   the Canadian Collateral Agent may (without assuming any
     obligations or liability thereunder), at any time and from time to time,
     enforce (and shall have the exclusive right to enforce) against any
     Licensee or sublicensee all rights and remedies of any Canadian Credit
     Party in, to and under any License and take or refrain from taking any
     action under any provision thereof, and each Canadian Credit Party hereby
     releases the Canadian Collateral Agent and each of the Finance Parties
     from, and agrees to hold the Canadian Collateral Agent and each of the
     Finance Parties free and harmless from and against any claims arising out
     of, any lawful action so taken or omitted to be taken with respect thereto;

                (iii)  upon request by the Canadian Collateral Agent, each
     Canadian Credit Party will use its commercially reasonable efforts to
     obtain all requisite consents or approvals by the licensor or sublicensor
     of each License to effect the assignment of all of such Canadian Credit
     Party's right, title and interest thereunder to the Canadian Collateral
     Agent or its designee and will execute and deliver to the Canadian
     Collateral Agent a power of attorney, in form and substance reasonably
     satisfactory to the Canadian Collateral Agent, for the implementation of
     any lease, assignment, License, sublicense, grant of option, sale or other
     disposition of a Patent, Trademark or Copyright; and

                (iv)   the Canadian Collateral Agent may direct each Canadian
     Credit Party to refrain, in which event each such Canadian Credit Party
     shall refrain, from using or practicing any Trademark, Patent or Copyright
     in any manner whatsoever, directly or indirectly, and shall, if requested
     by the Canadian Collateral Agent, change such Canadian Credit Party's name
     to eliminate therefrom any use of any Trademark and will execute such other
     and further documents as the Canadian Collateral Agent may request to
     further confirm this change and transfer ownership of the Trademarks,
     Patents, Copyrights and registrations and any pending applications therefor
     to the Canadian Collateral Agent.

        (f)     In the event of any disposition following the occurrence and
during the continuance of any Event of Default of any Patent, Trademark or
Copyright pursuant to this Article V, each Canadian Credit Party shall supply
its know-how and expertise relating to the manufacture and sale of the products
or services bearing Trademarks or the products, services or works made or
rendered in connection with or under Patents, Trademarks or Copyrights, and its
customer lists and other records relating to such Patents, Trademarks or
Copyrights and to the distribution of said products, services or works, to the
Canadian Collateral Agent.

        (g)     If any Event of Default has occurred and is continuing, the
Canadian Collateral Agent, instead of exercising the power of sale conferred
upon it pursuant to this Section 5.02, may proceed by a suit or suits at law or
in equity to foreclose the Security Interests and sell the Collateral, or any
portion thereof, under a judgment or decree of a court or courts of competent
jurisdiction, and may in

                                       - -


addition institute and maintain such suits and proceedings as the Canadian
Collateral Agent may deem appropriate to protect and enforce the rights vested
in it by this Agreement.

        (h)     If any Event of Default has occurred and is continuing, the
Canadian Collateral Agent shall, to the extent permitted by applicable Law,
without notice to any Canadian Credit Party or any party claiming through any
Canadian Credit Party, without regard to the solvency or insolvency at such time
of any Person then liable for the payment of any of the Finance Obligations,
without regard to the then value of the Collateral and without requiring any
bond from any complainant in such proceedings, be entitled as a matter of right
to the appointment of a receiver or receivers (who may be the Canadian
Collateral Agent) of the Collateral or any part thereof, and of the profits,
revenues and other income thereof, pending such proceedings, with such powers as
the court making such appointment shall confer, and to the entry of an order
directing that the profits, revenues and other income of the property
constituting the whole or any part of the Collateral be segregated, sequestered
and impounded for the benefit of the Canadian Collateral Agent and the Finance
Parties, and each Canadian Credit Party irrevocably consents to the appointment
of such receiver or receivers and to the entry of such order.

        (i)     Each Canadian Credit Party agrees, to the extent it may lawfully
do so, that it will not at any time in any manner whatsoever claim or take the
benefit or advantage of, any appraisal, valuation, stay, extension, moratorium,
turnover or redemption Law, or any Law permitting it to direct the order in
which the Collateral shall be sold, now or at any time hereafter in force which
may delay, prevent or otherwise affect the performance or enforcement of this
Agreement, and each Canadian Credit Party hereby waives all benefit or advantage
of all such Laws. Each Canadian Credit Party covenants that it will not hinder,
delay or impede the execution of any power granted to the Canadian Collateral
Agent, the Administrative Agents or any other Finance Party in any Finance
Document.

        (j)     Each Canadian Credit Party, to the extent it may lawfully do so,
on behalf of itself and all who claim through or under it, including, without
limitation, any and all subsequent creditors, vendees, assignees and lienors,
waives and releases all rights to demand or to have any marshalling of the
Collateral upon any sale, whether made under any power of sale granted herein or
pursuant to judicial proceedings or under any foreclosure or any enforcement of
this Agreement, and consents and agrees that all of the Collateral may at any
such sale be offered and sold as an entirety.

        (k)     Each Canadian Credit Party waives, to the extent permitted by
Law, presentment, demand, protest and any notice of any kind (except the notices
expressly required hereunder or in the other Finance Documents) in connection
with this Agreement and any action taken by the Canadian Collateral Agent with
respect to the Collateral.

        SECTION 5.03   LIMITATION ON DUTY OF CANADIAN COLLATERAL AGENT IN
RESPECT OF COLLATERAL

        Beyond the exercise of reasonable care in the custody thereof, neither
the Canadian Collateral Agent nor the Finance Parties shall have any duty to
exercise any rights or take any steps to preserve the rights of any Canadian
Credit Party in the Collateral in its or their possession or control or in the
possession or control of any agent or bailee or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto, nor shall the Canadian Collateral Agent or any Finance Party be liable
to any Canadian Credit Party or any other Person for failure to meet any
obligation imposed by the PPSA. Each Canadian Credit Party agrees that the
Canadian Collateral Agent shall at no time be required to, nor shall the
Canadian Collateral Agent be liable to any Canadian Credit

                                       - -


Party for any failure to, account separately to any Canadian Credit Party for
amounts received or applied by the Canadian Collateral Agent from time to time
in respect of the Collateral pursuant to the terms of this Agreement. Without
limiting the foregoing, the Canadian Collateral Agent shall be deemed to have
exercised reasonable care in the custody and preservation of the Collateral in
its possession if the Collateral is accorded treatment substantially equal to
that which the Canadian Collateral Agent accords its own property, and shall not
be liable or responsible for any loss or damage to any of the Collateral, or for
any diminution in the value thereof, by reason of the act or omission of any
warehouseman, carrier, forwarding agency, consignee or other agent or bailee
selected by the Canadian Collateral Agent in good faith.

        SECTION 5.04   APPLICATION OF PROCEEDS.

        (a)     PRIORITY OF DISTRIBUTIONS. The Proceeds of any sale of, or other
realization upon, all or any part of the Collateral and any cash held in the
Collateral Accounts shall be applied as provided in Section 8.03 of the Credit
Agreement. The Canadian Collateral Agent may make distributions hereunder in
cash or in kind or, on a ratable basis, in any combination thereof.

        (b)     DISTRIBUTIONS WITH RESPECT TO LETTERS OF CREDIT AND BANKERS'
ACCEPTANCES. Each of the Canadian Credit Parties and the Finance Parties agrees
and acknowledges that if (after all outstanding Loans, LC obligations and BA
Reimbursement Obligations have been paid in full) the Lenders are to receive a
distribution on account of undrawn amounts with respect to Letters of Credit
issued (or deemed issued) or Bankers' Acceptances issued under the Credit
Agreement, such amounts shall be deposited in the applicable LC Cash Collateral
Account (in the case of Letters of Credit), or the relevant cash collateral
account established pursuant to Section 2.06(k) of the Credit Agreement (the "BA
CASH COLLATERAL ACCOUNT") (in the case of Bankers' Acceptances), as cash
security for the repayment of Finance Obligations owing to the Lenders as such.
Upon termination of all outstanding Letters of Credit and Bankers' Acceptances,
all of such cash security shall be applied to the remaining Finance Obligations
of the Lenders. If there remains any excess cash security, such excess cash
shall be withdrawn by the Canadian Collateral Agent or by the U.S. Collateral
Agent, as the case may be, from the U.S. LC Cash Collateral Account or the
Canadian LC Cash Collateral Account, respectively, or by the Canadian Collateral
Agent from the BA Cash Collateral Account, and distributed in accordance with
Section 5.04(a) hereof.

        (c)     RELIANCE BY CANADIAN COLLATERAL AGENT. For purposes of applying
payments received in accordance with this Section 5.04, the Canadian Collateral
Agent shall be entitled to rely upon (i) the relevant Administrative Agent under
the Credit Agreement and (ii) the authorized representative (the
"REPRESENTATIVE") for the Derivatives Creditors for a determination (which the
relevant Administrative Agent, each Representative for any Derivatives Creditor
and the Finance Parties agree (or shall agree) to provide upon request of the
Canadian Collateral Agent) of the outstanding Senior Obligations and Derivatives
Obligations owed to the Finance Parties, and shall have no liability to any
Canadian Credit Party or any other Finance Party for actions taken in reliance
on such information except in the case of its gross negligence or willful
misconduct. Unless it has actual knowledge (including by way of written notice
from a Derivatives Creditor) to the contrary, the Canadian Collateral Agent, in
acting hereunder, shall be entitled to assume that no Derivatives Agreements are
in existence. All distributions made by the Canadian Collateral Agent pursuant
to this Section shall be presumptively correct (except in the event of manifest
error), and the Canadian Collateral Agent shall have no duty to inquire as to
the application by the Finance Parties of any amounts distributed to them.

                                       - -


        (d)     DEFICIENCIES. It is understood that the Canadian Credit Parties
shall remain liable to the extent of any deficiency between the amount of the
proceeds of the Collateral and the amount of the Finance Obligations.

        SECTION 5.05   ASSIGNED AGREEMENTS

        Each Canadian Credit Party hereby irrevocably authorizes and empowers
the Canadian Collateral Agent, in the Canadian Collateral Agent's sole
discretion, if an Event of Default has occurred and is continuing, to assert,
either directly or on behalf of such Canadian Credit Party, any claims such
Canadian Credit Party may have from time to time against any other party to any
Assigned Agreement or to otherwise exercise any right or remedy of such Canadian
Credit Party under any Assigned Agreement (including without limitation, the
right to enforce directly against any party to an Assigned Agreement all of such
Canadian Credit Party's rights thereunder, to make all demands and give all
notices and make all requests required or permitted to be made by such Canadian
Credit Party under any Assigned Agreements) as the Canadian Collateral Agent may
deem proper. Each Canadian Credit Party hereby irrevocably makes, constitutes
and appoints the Canadian Collateral Agent (and all officers, employees or
agents designated by the Canadian Collateral Agent) as such Canadian Credit
Party's true and lawful attorney-in-fact for the purpose of enabling the
Canadian Collateral Agent to assert and collect such claims and to exercise such
rights and remedies.

                                   ARTICLE VI
                                COLLATERAL AGENT

        SECTION 6.01   CONCERNING THE CANADIAN COLLATERAL AGENT

        The provisions of Article IX of the Credit Agreement shall inure to the
benefit of the Canadian Collateral Agent in respect of this Agreement and shall
be binding upon all Canadian Credit Parties and all Finance Parties and upon the
parties hereto in such respect. In furtherance and not in derogation of the
rights, privileges and immunities of the Canadian Collateral Agent therein set
forth:

                (i)    The Canadian Collateral Agent is authorized to take all
     such actions as are provided to be taken by it as Canadian Collateral Agent
     hereunder and all other action reasonably incidental thereto. As to any
     matters not expressly provided for herein (including, without limitation,
     the timing and methods of realization upon the Collateral), the Canadian
     Collateral Agent shall act or refrain from acting in accordance with
     written instructions [from the Required Lenders] or, in the absence of such
     instructions or provisions, in accordance with its discretion.

                (ii)   The Canadian Collateral Agent shall not be responsible
     for the existence, genuineness or value of any of the Collateral or for the
     validity, perfection, priority or enforceability of the Security Interests
     in any of the Collateral, whether impaired by operation of law or by reason
     of any action or omission to act on its part hereunder unless such action
     or omission constitutes gross negligence or willful misconduct. The
     Canadian Collateral Agent shall have no duty to ascertain or inquire as to
     the performance or observance of any of the terms of this Agreement by any
     Canadian Credit Party.

                                       - -


        SECTION 6.02   APPOINTMENT OF CO-AGENT

        At any time or times, in order to comply with any legal requirement in
any jurisdiction, the Canadian Collateral Agent may appoint another bank or
trust company or one or more other persons, either to act as co-agent or
co-agents, jointly with the Canadian Collateral Agent, or to act as separate
agent or agents on behalf of the Finance Parties with such power and authority
as may be necessary for the effectual operation of the provisions hereof and may
be specified in the instrument of appointment (which may, in the discretion of
the Canadian Collateral Agent, include provisions for the protection of such
co-agent or separate agent similar to the provisions of Section 6.01).

                                   ARTICLE VII
                                  MISCELLANEOUS

        SECTION 7.01   NOTICES

        (a)     Unless otherwise expressly provided herein, all notices and
other communications provided for hereunder shall be in writing (including by
facsimile transmission) and mailed, faxed or delivered, to the address,
facsimile number or (subject to SUBSECTION (B) below) electronic mail address
specified for notices: (i) in the case of any Subsidiary Guarantor, as set forth
in Section 5.01 of the Guaranty; (ii) in the case of the Borrowers, the
Administrative Agents or any Lender, as specified in or pursuant to Section
10.01 of the Credit Agreement; (iii) in the case of the Canadian Collateral
Agent, as set forth in the signature pages hereto; (iv) in the case of any
Derivatives Creditor as set forth in any applicable Derivatives Agreement; or
(v) in the case of any party, at such other address as shall be designated by
such party in a notice to the Canadian Collateral Agent and each other party
hereto. All such notices and other communications shall be deemed to be given or
made upon the earlier to occur of: (i) actual receipt by the intended recipient
and (ii)(A) if delivered by hand or by courier, when signed for by the intended
recipient; (B) if delivered by mail, four Business Days after deposit in the
mails, postage prepaid; (C) if delivered by facsimile transmission, when sent
and receipt has been confirmed by telephone; and (D) if delivered by electronic
mail (which form of delivery is subject to the provisions of SUBSECTION (b)
below), when delivered. Rejection or refusal to accept, or the inability to
deliver because of a changed address of which no notice was given, shall not
affect the validity of notice given in accordance with this Section.

        (b)     Except as expressly provided herein or as may be agreed by the
Administrative Agents in their sole discretion, electronic mail and internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information, and to distribute Finance Documents
for execution by the parties thereto, to distribute executed Finance Documents
in Adobe PDF format and may not be used for any other purpose.

        SECTION 7.02   NO WAIVERS; NON-EXCLUSIVE REMEDIES

        No failure or delay on the part of the Canadian Collateral Agent or any
Finance Party to exercise, no course of dealing with respect to, and no delay in
exercising, any right, power or privilege under this Agreement or any other
Finance Document or any other document or agreement contemplated hereby or
thereby and no course of dealing between the Canadian Collateral Agent or any
Finance Party and any of the Canadian Credit Parties shall operate as a waiver
thereof nor shall any single or partial exercise of any such right, power or
privilege hereunder or under any Finance Document preclude any other or further
exercise thereof or the exercise of any other right, power or privilege
hereunder or

                                       - -


thereunder. The rights and remedies provided herein and in the other Finance
Documents are cumulative and are not exclusive of any other remedies provided by
Law. Without limiting the foregoing, nothing in this Agreement shall impair the
right of any Finance Party to exercise any right of set-off or counterclaim it
may have and to apply the amount subject to such exercise to the payment of
indebtedness of any Canadian Credit Party other than its indebtedness under the
Finance Documents. Each Canadian Credit Party agrees, to the fullest extent it
may effectively do so under applicable Law, that any holder of a participation
in a Finance Obligation, whether or not acquired pursuant to the terms of any
applicable Finance Document, may exercise rights of set-off or counterclaim or
other rights with respect to such participation as fully as if such holder of a
participation were a direct creditor of the Canadian Credit Party in the amount
of such participation.

        SECTION 7.03   COMPENSATION AND EXPENSES OF THE CANADIAN COLLATERAL
AGENT; INDEMNIFICATION.

        (a)     EXPENSES. The Canadian Credit Parties, jointly and severally,
agree (i) to pay or reimburse the Canadian Collateral Agent for all
out-of-pocket costs and expenses incurred in connection with the preparation,
negotiation and execution of this Agreement and any amendment, waiver, consent
or other modification of the provisions hereof (whether or not the transactions
contemplated hereby are consummated), and the consummation of the transactions
contemplated hereby, including all fees, disbursements and other charges of
Fried, Frank, Harris, Shriver & Jacobson LLP, the U.S. counsel for the Canadian
Collateral Agent and McCarthy Tetrault LLP, the Canadian counsel for the
Canadian Collateral Agent, (ii) to pay or reimburse the Canadian Collateral
Agent and the other Finance Parties for all taxes which the Canadian Collateral
Agent or any Finance Party may be required to pay by reason of the security
interests granted in the Collateral (including any applicable transfer taxes) or
to free any of the Collateral from the lien thereof and (iii) to pay or
reimburse each Agent, any Representative of one or more Derivatives Creditors
and each other Finance Party for all reasonable costs and expenses incurred in
connection with the enforcement, attempted enforcement or preservation of any
rights and remedies under this Agreement (including all such costs and expenses
incurred during any "workout" or restructuring in respect of the Finance
Obligations and during any legal proceeding, including any proceeding under any
bankruptcy or insolvency proceeding), including all reasonable fees and
disbursements of counsel (including the allocated charges of internal counsel).
The foregoing costs and expenses shall include all search, filing, recording,
title insurance and appraisal charges and fees and taxes related thereto, and
other out-of-pocket expenses incurred by any Agent and the costs of independent
public accountants and other outside experts retained by or on behalf of the
Agents and the Finance Parties. The agreements in this Section 7.03(a) shall
survive the termination of the Commitments and Derivatives Agreements and
repayment of all Finance Obligations.

        (b)     PROTECTION OF COLLATERAL. If any Canadian Credit Party fails to
comply with the provisions of any Finance Document, such that the value of any
Collateral or the validity, perfection, rank or value of any Security Interest
is thereby diminished or potentially diminished or put at risk, the Canadian
Collateral Agent may, but shall not be required to, effect such compliance on
behalf of such Canadian Credit Party, and the Canadian Credit Parties shall
reimburse the Canadian Collateral Agent for the costs thereof on demand. All
insurance expenses and all expenses of protecting, storing, warehousing,
appraising, handling, maintaining and shipping the Collateral, any and all
excise, property, sales and use taxes imposed by any provincial, federal or
local authority on any of the Collateral, or in respect of periodic appraisals
and inspections of the Collateral (as permitted by the Credit Agreement), or in
respect of the sale or other disposition thereof shall be borne and paid by the
Canadian Credit Parties. If any Canadian Credit Party fails to promptly pay any
portion thereof when due, the Canadian Collateral Agent

                                       - -


may, at its option, but shall not be required to, pay the same and charge the
Canadian Credit Parties' account therefor, and the Canadian Credit Parties agree
to reimburse the Canadian Collateral Agent therefor on demand. All sums so paid
or incurred by the Canadian Collateral Agent for any of the foregoing and any
and all other sums for which any Canadian Credit Party may become liable
hereunder and all costs and expenses (including attorneys' fees, legal expenses
and court costs) reasonably incurred by the Canadian Collateral Agent or any
Finance Party in enforcing or protecting the Security Interests or any of their
rights or remedies under this Agreement, shall, together with interest thereon
until paid at the Base Rate (expressed as a rate per annum in accordance with
Section 2.15(c) of the Credit Agreement) applicable to Canadian Revolving Base
Rate Loans plus 2% per annum, be additional Finance Obligations hereunder.

        (c)     INDEMNIFICATION. Whether or not the transactions contemplated
hereby or by the other Finance Documents are consummated, each Canadian Credit
Party, jointly and severally, agrees to indemnify, save and hold harmless each
Indemnitee from and against: (i) any and all claims, demands, actions or causes
of action that may at any time (including at any time following repayment of the
Finance Obligations and the resignation or removal of any Agent or
Representative or the replacement of any Lender) be asserted or imposed against
any Indemnitee, arising out of or in any way relating to or arising out of the
manufacture, ownership, ordering, purchasing, delivery, control, acceptance,
lease, financing, possession, operation, condition, sale, return or other
disposition or use of the Collateral (including, without limitation, latent or
other defects, whether or not discoverable), the violation of the Laws of any
country, state or other Governmental Authority, or any tort (including, without
limitation, any claims, arising or imposed under the doctrine of strict
liability, or for or on account of injury to or the death of any Person
(including any Indemnitee), or property damage) or contract claim;; (ii) any
administrative or investigative proceeding by any Governmental Authority arising
out of or related to a claim, demand, action or cause of action described in
CLAUSE (I) above; and (iii) any and all liabilities (including liabilities under
indemnities), losses, costs or expenses (including fees and disbursements of
counsel) that any Indemnitee suffers or incurs as a result of the assertion of
any foregoing claim, demand, action or cause of action or proceeding, or as a
result of the preparation of any defense in connection with any foregoing claim,
demand, action or cause of action or proceeding, in all cases, and whether or
not an Indemnitee is a party to such claim, demand, action or cause of action,
or proceeding; PROVIDED that no Indemnitee shall be entitled to indemnification
for any claim to the extent such claim is determined by a court of competent
jurisdiction in a final non-appealable judgment to have been caused by its own
gross negligence or willful misconduct; and PROVIDED FURTHER that the Canadian
Credit Parties shall not be required to reimburse the legal fees and expenses of
more than one outside counsel (in addition to up to one local counsel in each
applicable local jurisdiction) for all Indemnitees unless, in the written
opinion of outside counsel reasonably satisfactory to the Canadian Credit
Parties and the Canadian Collateral Agent, representation of all such
Indemnitees would be inappropriate due to the existence of an actual or
potential conflict of interest. In the case of an investigation, litigation or
other proceeding to which the indemnity in this Section 7.03(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by any Canadian Credit Party, its directors, shareholders
or creditors or an Indemnitee or any other Person or any Indemnitee is otherwise
a party thereto and whether or not the transactions contemplated hereby are
consummated. Without prejudice to the survival of any other agreement of the
Canadian Credit Parties hereunder and under the other Finance Documents, the
agreements and obligations of the Canadian Credit Parties contained in this
Section 7.03(b) shall survive the repayment of the Loans, LC Obligations, BA
Reimbursement Obligations and other obligations under the Finance Documents and
the termination of the Commitments. Any amounts paid by any Indemnitee as to
which such Indemnitee has a right to reimbursement hereunder shall constitute
Finance Obligations.

                                       - -


        (d)     CONTRIBUTION. If and to the extent that the obligations of any
Canadian Credit Party under this Section 7.03 are unenforceable for any reason,
each Canadian Credit Party hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under
applicable Law.

        SECTION 7.04   ENFORCEMENT

        The Finance Parties agree that this Agreement may be enforced only by
the action of the Canadian Collateral Agent, acting upon the instructions of the
Required Lenders (or, after the date on which all Senior Obligations have been
paid in full and all Commitments with respect thereto terminated, the holders of
at least 51% of the outstanding Derivatives Obligations) and that no other
Finance Party shall have any right individually to seek to enforce this
Agreement or to realize upon the security to be granted hereby, it being
understood and agreed that such rights and remedies may be exercised by the
Canadian Collateral Agent or the holders of at least 51% of the outstanding
Derivatives Obligations, as the case may be, for the benefit of the Finance
Parties upon the terms of this Agreement and the other Finance Documents.

        SECTION 7.05   AMENDMENTS AND WAIVERS

        Any provision of this Agreement may be amended, changed, discharged,
terminated or waived if, but only if, such amendment or waiver is in writing and
is signed by each Canadian Credit Party directly affected by such amendment,
change, discharge, termination or waiver (it being understood that the addition
or release of any Canadian Credit Party hereunder shall not constitute an
amendment, change, discharge, termination or waiver affecting any Canadian
Credit Party other than the Canadian Credit Party so added or released) and
either (i) the Canadian Collateral Agent (with the consent of the Required
Lenders or, to the extent required by Section 10.06 of the Credit Agreement, all
or other required percentage of the Lenders), at all times prior to the time on
which all Finance Obligations have been paid in full and all Commitments with
respect thereto have been terminated or (ii) the holders of at least 51% of all
Derivatives Obligations then outstanding, at all times after the time at which
the Finance Obligations have been paid in full and all Commitments with respect
thereto have been terminated; PROVIDED, HOWEVER, that no such amendment, change,
discharge, termination or waiver shall be made to Section 5.04 hereof or this
Section 7.05 without the consent of each Finance Party adversely affected
thereby; and PROVIDED further that any amendment, change, discharge, termination
or waiver adversely affecting the rights and benefits of a single Class of
Finance Parties (and not all Finance Parties in a like or similar manner) shall
require the written consent of the Required Finance Parties of such Class of
Finance Parties. For the purposes of this Section 7.05, the term "CLASS" means
each class of Finance Parties, i.e., whether (x) the Lenders, as holders of the
Senior Obligations or (y) the Derivatives Creditors, as holders of the
Derivatives Obligations. For the purposes of this Section 7.05, the term
"REQUIRED FINANCE PARTIES" of any Class means each of (x) with respect to the
Senior Obligations, the Required Lenders (as defined in the Senior Credit
Agreement), (y) with respect to the Derivatives Obligations, the holders of 51%
of all Derivatives Obligations outstanding from time to time.

        SECTION 7.06   SUCCESSORS AND ASSIGNS

        This Agreement shall be binding upon each of the parties hereto and
inure to the benefit of the Canadian Collateral Agent and the Finance Parties
and their respective successors and assigns. In the event of an assignment of
all or any of the Finance Obligations, the rights hereunder, to the extent
applicable to the indebtedness so assigned, may be transferred with such
indebtedness. No Canadian

                                       - -


Credit Party shall assign or delegate any of its rights and duties hereunder
without the prior written consent of the Required Lenders or all of the Lenders
as provided in Section 10.03 of the Credit Agreement.

        SECTION 7.07   GOVERNING LAW

        This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein.

        SECTION 7.08   LIMITATION OF LAW; SEVERABILITY.

                (i)    All rights, remedies and powers provided in this
     Agreement may be exercised only to the extent that the exercise thereof
     does not violate any applicable provision of Law, and all the provisions of
     this Agreement are intended to be subject to all applicable mandatory
     provisions of Law which may be controlling and be limited to the extent
     necessary so that they will not render this Agreement invalid,
     unenforceable in whole or in part, or not entitled to be recorded,
     registered or filed under the provisions of any applicable Law.

                (ii)   If any provision hereof is invalid or unenforceable in
     any jurisdiction, then, to the fullest extent permitted by Law, (i) the
     other provisions hereof shall remain in full force and effect in such
     jurisdiction and shall be liberally construed in favor of the Canadian
     Collateral Agent and the Finance Parties in order to carry out the
     intentions of the parties hereto as nearly as may be possible, and (ii) the
     invalidity or unenforceability of any provision hereof in any jurisdiction
     shall not affect the validity or enforceability of such provisions in any
     other jurisdiction.

        SECTION 7.09   COUNTERPARTS; EFFECTIVENESS

        This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement shall become effective
with respect to each Canadian Credit Party when the Canadian Collateral Agent
shall receive counterparts hereof executed by itself and such Canadian Credit
Party.

        SECTION 7.10   ADDITIONAL CANADIAN CREDIT PARTIES

        It is understood and agreed that any Affiliate of any Borrower that is
required by any Finance Document to execute a counterpart of this Agreement
after the date hereof shall automatically become a Canadian Credit Party
hereunder with the same force and effect as if originally named as a Canadian
Credit Party hereunder by executing an instrument of accession or joinder
satisfactory in form and substance to the Canadian Collateral Agent and
delivering the same to the Canadian Collateral Agent. Concurrently with the
execution and delivery of such instrument, such Affiliate shall take all such
actions and deliver to the Canadian Collateral Agent all such documents and
agreements as such Affiliate would have been required to deliver to the Canadian
Collateral Agent on or prior to the date of this Agreement had such Affiliate
been a party hereto on the date of this Agreement. Such additional materials
shall include, among other things, supplements to SCHEDULES 3.05 and 4.01 hereto
(which Schedules shall thereupon automatically be amended and supplemented to
include all information contained in such supplements) such that, after giving
effect to the joinder of such Affiliate, each of SCHEDULES 3.05 and 4.01 hereto
is true, complete and correct with respect to such Affiliate as of the effective
date of such

                                       - -


joinder. The execution and delivery of any such instrument of accession or
joinder, and the amendment and supplementation of the Schedules hereto as
provided in the immediately preceding sentence, shall not require the consent of
any other Canadian Credit Party hereunder. The rights and obligations of each
Canadian Credit Party hereunder shall remain in full force and effect
notwithstanding the addition of any new Canadian Credit Party as a party to this
Agreement.

        SECTION 7.11   TERMINATION

        Upon the full, final and irrevocable payment and performance of all
Finance Obligations, the cancellation or expiration of all outstanding LC
Obligations, BA Reimbursement Obligations and Derivatives Agreements and the
termination of all Commitments under the Finance Documents, the Security
Interests shall terminate and all rights to the Collateral shall revert to the
Canadian Credit Parties. In addition, at any time and from time to time prior to
such termination of the Security Interests, the Canadian Collateral Agent may
release any of the Collateral with the prior written consent of the Required
Lenders; PROVIDED that the release of all or substantially all of the Collateral
shall require the consent of all of the Lenders. Upon any such termination of
the Security Interests or release of Collateral, the Canadian Collateral Agent
will, upon request by and at the expense of any Canadian Credit Party, execute
and deliver to such Canadian Credit Party such documents as such Canadian Credit
Party shall reasonably request to evidence the termination of the Security
Interests or the release of such Collateral, as the case may be. Any such
documents shall be without recourse to or warranty by the Canadian Collateral
Agent or the Finance Parties. The Canadian Collateral Agent shall have no
liability whatsoever to any Finance Party as a result of any release of
Collateral by it as permitted by this Section 7.11. Upon any release of
Collateral pursuant to this Section 7.11, none of the Finance Parties shall have
any continuing right or interest in such Collateral or the Proceeds thereof.

        SECTION 7.12   ENTIRE AGREEMENT

        This Agreement and the other Finance Documents and, in the case of the
Derivatives Creditors, the Derivatives Agreements, constitute the entire
agreement and understanding among the parties hereto and supersede any and all
prior agreements and understandings, oral or written, and any contemporaneous
oral agreements and understandings relating to the subject matter hereof and
thereof.

        SECTION 7.13   CONFLICT

        To the extent that there is a conflict or inconsistency between any
provision hereof, on the one hand, and any provision of the Credit Agreement, on
the other hand, the Credit Agreement shall control.

                            [Signature Pages Follow]

                                       - -


        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first written above.


CANADIAN CREDIT PARTIES:                    THE JEAN COUTU GROUP (PJC) INC.

                                            By:
                                               ------------------------------
                                               Name:
                                               Title:

                                            SERVICES SECURIVOL INC.

                                            By:
                                               ------------------------------
                                               Name:
                                               Title:

                                            RX INFORMATION CENTRE LTD.

                                            By:
                                               ------------------------------
                                               Name:
                                               Title:

                                            PATERSON'S PHARMACIES LIMITED

                                            By:
                                               ------------------------------
                                               Name:
                                               Title:

                                            3090671 NOVA SCOTIA COMPANY

                                            By:
                                               ------------------------------
                                               Name:
                                               Title:

                                            3090672 NOVA SCOTIA COMPANY

                                            By:
                                               ------------------------------
                                               Name:
                                               Title:

                                       S-


COLLATERAL AGENT:                           NATIONAL BANK OF CANADA
                                               as Canadian Collateral Agent

                                            By:
                                               ------------------------------
                                               Name:
                                               Title:

                                            1155 Metcalfe Street, 5th Floor
                                            Montreal, Quebec H3B 4S9
                                            Attention: Syndication Canada
                                            Telecopier: (514) 390-7860

                                       S-

EX-10.6

                                                                    Exhibit 10.6

                                                                  EXECUTION COPY


                                PLEDGE AGREEMENT


                            DATED AS OF JULY 30, 2004


                                      AMONG


                THE CREDIT PARTIES FROM TIME TO TIME PARTY HERETO


                                       AND


                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                            AS U.S. COLLATERAL AGENT



                               TABLE OF CONTENTS*



                                                                                        PAGE
                                                                                        ----
                                                                                    
                                    ARTICLE I
                                   DEFINITIONS

Section 1.01         Terms Defined in the Finance Documents................................2
Section 1.02         Terms Defined in the UCC..............................................2
Section 1.03         Additional Definitions................................................2
Section 1.04         Terms Generally.......................................................8

                                   ARTICLE II
                             THE SECURITY INTERESTS

Section 2.01         Grant of Security Interests...........................................8
Section 2.02         Security Interests Absolute...........................................9
Section 2.03         Continuing Liability of the Credit Parties...........................10

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

Section 3.01         Title to Collateral..................................................11
Section 3.02         Validity, Perfection and Priority of Security Interests..............11
Section 3.03         Collateral...........................................................11
Section 3.04         No Consents..........................................................12

                                   ARTICLE IV
                                    COVENANTS

Section 4.01         Delivery of Collateral...............................................12
Section 4.02         Delivery of Perfection Certificate; Filing of Financing Statements
                     and Delivery of Search Reports.......................................12
Section 4.03         Change of Name, Identity, Structure or Location; Subjection to Other
                     Security Agreements..................................................13
Section 4.04         Further Actions......................................................13
Section 4.05         Disposition of Collateral............................................13
Section 4.06         Additional Collateral................................................13
Section 4.07         Information Regarding Collateral.....................................14

                                    ARTICLE V
                       DISTRIBUTIONS ON COLLATERAL; VOTING

Section 5.01         Right to Receive Distributions on Collateral; Voting.................14

                                   ARTICLE VI
                           GENERAL AUTHORITY; REMEDIES

Section 6.01         General Authority....................................................16


- ----------
*    The Table of Contents is not a part of the Pledge Agreement.



                            TABLE OF CONTENTS (CONT.)



                                                                                        PAGE
                                                                                        ----
                                                                                    
Section 6.02         Remedies upon Event of Default.......................................16
Section 6.03         Securities Act; Registration Rights..................................18
Section 6.04         Other Rights of the U.S. Collateral Agent............................19
Section 6.05         Limitation on Duty of U.S. Collateral Agent in Respect of
                     Collateral...........................................................20
Section 6.06         Waiver and Estoppel..................................................20
Section 6.07         Application of Proceeds..............................................21

                                   ARTICLE VII
                            THE U.S. COLLATERAL AGENT

Section 7.01         Concerning the U.S. Collateral Agent.................................22
Section 7.02         Appointment of Co-Collateral Agent...................................22
Section 7.03         Appointment of Sub-Agents............................................22

                                  ARTICLE VIII
                                  MISCELLANEOUS

Section 8.01         Notices..............................................................22
Section 8.02         No Waivers; Non-Exclusive Remedies...................................23
Section 8.03         Compensation and Expenses of the U.S. Collateral Agent;
                     Indemnification......................................................23
Section 8.04         Enforcement..........................................................25
Section 8.05         Amendments and Waivers...............................................25
Section 8.06         Successors and Assigns...............................................25
Section 8.07         Governing Law........................................................26
Section 8.08         Limitation of Law; Severability......................................26
Section 8.09         Counterparts; Effectiveness..........................................26
Section 8.10         Additional Credit Parties............................................26
Section 8.11         Termination; Release of Credit Parties...............................27
Section 8.12         Entire Agreement.....................................................27
Section 8.13         Defined Terms; Conflict..............................................27


SCHEDULES:
     Schedule I   -  List of Pledged Shares
     Schedule II  -  List of Pledged Notes
     Schedule III -  List of Pledged LLC Interests
     Schedule IV  -  List of Pledged Partnership Interests
     Schedule V   -  Schedule of Filings to Perfect Security Interests

EXHIBITS:

     Exhibit A    -  Form of Issuer Control Agreement
     Exhibit B    -  Form of Securities Account Control Agreement

                                      -ii-


                      PLEDGE AGREEMENT dated as of July 30, 2004 (as amended,
                modified or supplemented from time to time, this "AGREEMENT")
                among the CREDIT PARTIES from time to time party hereto and
                DEUTSCHE BANK TRUST COMPANY AMERICAS, as U.S. Collateral Agent
                for benefit of the Finance Parties referred to herein.

                THE JEAN COUTU GROUP (PJC) INC., a corporation formed and
existing under the laws of the Province of Quebec (together with its successors
and permitted assigns, the "PARENT BORROWER"), proposes to enter into a Credit
Agreement dated as of July 30, 2004 (as amended, restated, modified or
supplemented from time to time and including any agreement extending the
maturity of, refinancing or otherwise restructuring all or any portion of the
obligations of the Parent Borrower under such agreement or any successor
agreement, the "CREDIT AGREEMENT") among the Parent Borrower, THE JEAN COUTU
GROUP (PJC) USA, INC., a corporation formed and existing under the laws of the
State of Delaware (the "U.S. BORROWER" and, together with the Parent Borrower,
the "BORROWERS"), the banks and other financial institutions form time to time
party hereto (the "LENDERS"), MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, as Global Transaction Coordinator, DEUTSCHE BANK SECURITIES INC.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and NATIONAL BANK FINANCIAL
INC., as U.S. Joint Lead Arrangers, DEUTSCHE BANK SECURITIES INC. and MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as U.S. Joint Bookrunners, NATIONAL
BANK FINANCIAL INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and
DEUTSCHE BANK SECURITIES INC., as Canadian Joint Lead Arrangers and as Canadian
Joint Bookrunners, NATIONAL BANK OF CANADA, as the Canadian Administrative
Agent, DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Term B Administrative Agent,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and NATIONAL BANK OF CANADA,
as U.S. Co-Syndication Agents, MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED and DEUTSCHE BANK SECURITIES INC., as Canadian Co-Syndication
Agents.

                Certain Lenders and their affiliates acting as Derivatives
Creditors (as defined in the Credit Agreement) may from time to time provide
forward rate agreements, options, swaps, caps, floors and other Derivatives
Agreements (as defined in the Credit Agreement) to the Credit Parties (as
defined below). The Lenders, each Issuing Lender, each Swingline Lender, the
Administrative Agents, the Co-Syndication Agents, the Global Transaction
Coordinator, the U.S. Joint Lead Arrangers, the Canadian Joint Lead Arrangers,
the Canadian Collateral Agent, the U.S. Collateral Agent, as collateral agent
for the benefit of the Lenders (together with its successor or successors in
such capacity, the "U.S. COLLATERAL AGENT"), each Indemnitee and each
Derivatives Creditor and their respective successors and assigns are herein
referred to individually as a "FINANCE PARTY" and collectively as the "FINANCE
PARTIES".

                To induce the Lenders to enter into the Credit Agreement and the
other Senior Finance Documents (as defined in the Credit Agreement) and the
Derivatives Creditors to enter into the Derivatives Agreements constituting
Finance Documents under the Credit Agreement (collectively with the Senior
Finance Documents and the Derivatives Agreements evidencing Derivatives
Obligations (as hereinafter defined) permitted under the Credit Agreement, the
"FINANCE DOCUMENTS"), and as a condition precedent to the obligations of the
Finance Parties thereunder, the Parent Borrower and certain of its subsidiaries
(each a "GUARANTOR" and, collectively, the "GUARANTORS") have agreed, jointly
and severally, to provide a guaranty of all obligations of the Borrowers and the
other Credit Parties under or in respect of the Finance Documents.

As a further condition precedent to the obligations of the Lenders and the
Derivatives Creditors under the Senior Finance Documents, each Borrower and each
Subsidiary Guarantor (each a "CREDIT PARTY" and, together with each other person
that becomes a party hereto pursuant to SECTION 7.10 hereof and the respective
successors and permitted assigns of each of the foregoing, the "CREDIT PARTIES")
has agreed or



will agree to grant a continuing security interest in favor of the U.S.
Collateral Agent in and to the Collateral (as hereinafter defined) to secure the
Finance Obligations (as defined in the Credit Agreement). Accordingly, the
parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

                SECTION 1.01     TERMS DEFINED IN THE FINANCE DOCUMENTS.
Capitalized terms defined in the Credit Agreement and not otherwise defined
herein have, as used herein, the respective meanings provided for therein.

                SECTION 1.02     TERMS DEFINED IN THE UCC. Unless otherwise
defined herein or in the Credit Agreement or the context otherwise requires, the
following terms, together with any uncapitalized terms used herein which are
defined in the UCC (as defined below), have the respective meanings provided in
the UCC: (i) Certificated Security; (ii) Financial Asset; (iii) Investment
Property; (iv) Payment Intangibles; (v) Proceeds; (vi) Securities Account; (vii)
Securities Intermediary; (viii) Security; (ix) Security Certificate; and (x)
Uncertificated Security; and (xi) Security Entitlement.

                SECTION 1.03     ADDITIONAL DEFINITIONS. Terms defined in the
introductory section hereof have the respective meanings set forth therein. The
following additional terms, as used herein, have the following respective
meanings:

                "ACCOUNT CONTROL AGREEMENT" means (i) with respect to a Deposit
Account, a deposit account control agreement, substantially in the form of
EXHIBIT C to the U.S. Security Agreement or otherwise containing substantially
similar terms and acceptable in form and substance to the U.S. Collateral Agent,
among one or more Credit Parties, the U.S. Collateral Agent and the bank which
maintains such Deposit Account and (ii) with respect to a Securities Account, a
securities account control agreement, substantially in the form of EXHIBIT B
hereto or otherwise containing substantially similar terms and acceptable in
form and substance to the U.S. Collateral Agent, among one or more Credit
Parties, the U.S. Collateral Agent and the Securities Intermediary which
maintains such Securities Account, in each case as the same may be amended,
restated, modified or supplemented from time to time.

                "COLLATERAL" has the meaning set forth in SECTION 2.01 of this
Agreement.

                "CREDIT PARTY" means each of the Borrowers and each Subsidiary
Guarantor, and "Credit Parties" means all of them, collectively.

                "DELIVERY" and the corresponding term "DELIVERED" when used with
respect to Collateral means:

                        (i)      in the case of Collateral constituting
        Certificated Securities, transfer thereof to the U.S. Collateral Agent
        or its nominee or custodian by physical delivery to the U.S. Collateral
        Agent or its nominee or custodian, such Collateral to be in suitable
        form for transfer by delivery, or accompanied by undated instruments of
        transfer or assignment duly executed in blank, with signatures
        appropriately guaranteed;

                        (ii)     in the case of Collateral constituting
        Uncertificated Securities, (A) registration thereof on the books and
        records of the issuer thereof in the name of the U.S. Collateral Agent
        or its nominee or custodian (who may not be a Securities Intermediary)
        or (B) the execution and delivery by the issuer thereof of an effective
        agreement, substantially in the

                                       -2-


        form of EXHIBIT A hereto, pursuant to which such issuer agrees that it
        will comply with instructions originated by the U.S. Collateral Agent or
        such nominee or custodian without further consent of the registered
        owner of such Collateral or any other Person;

                        (iii)    in the case of Collateral constituting Security
        Entitlements or other Financial Assets deposited in or credited to a
        Securities Account, (A) completion of all actions necessary to
        constitute the U.S. Collateral Agent or its nominee or custodian the
        entitlement holder with respect to each such Security Entitlement or (B)
        the execution and delivery by the relevant Securities Intermediary of an
        effective Account Control Agreement pursuant to which such Securities
        Intermediary agrees to comply with all entitlement orders originated by
        the U.S. Collateral Agent or such nominee or custodian without further
        consent by the relevant entitlement holder or any other Person;

                        (iv)     in the case of LLC Interests and Partnership
        Interests which do not constitute Securities, (A) compliance with the
        provisions of CLAUSE (i) above for each such item of Collateral which is
        represented by a certificate and (B) compliance with the provisions of
        CLAUSE (ii) above for each such item of Collateral which is not
        evidenced by a certificate;

                        (v)      in the case of Collateral which constitute
        Instruments, transfer thereof to the U.S. Collateral Agent or its
        nominee or custodian by physical delivery to the U.S. Collateral Agent
        or its nominee or custodian indorsed to, or registered in the name of,
        the U.S. Collateral Agent or its nominee or custodian or indorsed in
        blank;

                        (vi)     in the case of cash, transfer thereof to the
        U.S. Collateral Agent or its nominee or custodian by physical delivery
        to the U.S. Collateral Agent or its nominee or custodian; and

                        (vii)    in each case such additional or alternative
        procedures as may hereafter become appropriate to grant control of, or
        otherwise perfect a security interest in, any Collateral in favor of the
        U.S. Collateral Agent or its nominee or custodian, consistent with
        changes in applicable Law or regulations or the interpretation thereof.

                "DERIVATIVES OBLIGATIONS" of any Person means all obligations
(including, without limitation, any amounts which accrue after the commencement
of any bankruptcy or insolvency proceeding with respect to such Person, whether
or not allowed or allowable as a claim under any bankruptcy or insolvency
proceeding) of such Person in respect of any Derivatives Agreement, excluding
any amounts which such Person is entitled to set-off against its obligations
under applicable Law.

                "FINANCE OBLIGATIONS" means:

                        (i)      all Senior Obligations; and

                        (ii)     all Derivatives Obligations permitted under the
        Credit Agreement owed or owing to any Derivatives Creditor.

in each case whether now or hereafter due, owing or incurred in any manner,
whether actual or contingent, whether incurred solely or jointly with any other
Person and whether as principal or surety (and including all liabilities in
connection with any notes, bills or other instruments accepted by any Finance
Party in connection therewith), together in each case with all renewals,
modifications, consolidations or extensions thereof.

                                       -3-


                "GENERAL INTANGIBLES" means all "general intangibles" (as
defined in the UCC), including, without limitation, (i) all Payment Intangibles
and other obligations and indebtedness owing to any Credit Party in respect of
Collateral and (ii) all interests in limited liability companies and/or
partnerships which interests do not constitute Securities.

                "INSTRUMENTS" means:

                        (i)      the promissory notes described on SCHEDULE II
        hereto, as such Schedule may be amended, supplemented or modified from
        time to time (the "PLEDGED NOTES"), and all interest, distributions,
        cash, instruments and other property, income, profits and proceeds from
        time to time received or receivable or otherwise made upon or
        distributed in respect of or in exchange for any or all of the Pledged
        Notes;

                        (ii)     all additional or substitute promissory notes
        from time to time issued to or otherwise acquired by any Credit Party in
        any manner in respect of Pledged Notes or otherwise, and all interest,
        distributions, cash, instruments and other property, income, profits and
        proceeds from time to time received or receivable or otherwise made upon
        or distributed in respect of such additional or substitute notes;

                        (iii)    all promissory notes, bankers' acceptances,
        commercial paper, negotiable certificates of deposit and other
        obligations constituting "instruments" within the meaning of the UCC;
        and

to the extent not otherwise included in the foregoing, all cash and non-cash
Proceeds thereof.

                "LLC INTERESTS" means:

                        (i)      the limited liability company membership
        interests described on SCHEDULE III hereto, as such Schedule may be
        amended, supplemented or modified from time to time (the "PLEDGED LLC
        INTERESTS"), and all dividends, distributions, cash, instruments and
        other property, income, profits and proceeds from time to time received
        or receivable or otherwise made upon or distributed in respect of or in
        exchange for any or all of the Pledged LLC Interests;

                        (ii)     all additional or substitute limited liability
        company membership interests from time to time issued to or otherwise
        acquired by any Credit Party in any manner in respect of Pledged LLC
        Interests or otherwise, and all dividends, distributions, cash,
        instruments and other property, income, profits and proceeds from time
        to time received or receivable or otherwise made upon or distributed in
        respect of such additional or substitute membership interests;

                        (iii)    all right, title and interest of any Credit
        Party in each limited liability company to which any Pledged LLC
        Interest relates, including, without limitation:

                                 (A)   all interests of such Credit Party in the
                capital of such limited liability company and in all profits,
                losses and assets, whether tangible or intangible and whether
                real, personal or mixed, of such limited liability company, and
                all other distributions to which such Credit Party shall at any
                time be entitled in respect of such Pledged LLC Interests;

                                 (B)   all other payments due or to become due
                to such Credit Party in respect of Pledged LLC Interests,
                whether under any limited liability company agreement

                                       -4-


                or operating agreement or otherwise and whether as contractual
                obligations, damages, insurance proceeds or otherwise;

                                 (C)   all of such Credit Party's claims,
                rights, powers, privileges, authority, options, security
                interests, liens and remedies, if any, under any limited
                liability company agreement or operating agreement, or at Law or
                otherwise in respect of such Pledged LLC Interests;

                                 (D)   all present and future claims, if any, of
                such Credit Party against any such limited liability company for
                moneys loaned or advanced, for services rendered or otherwise;
                and

                                 (E)   all of such Credit Party's rights under
                any limited liability company agreement or operating agreement
                or at Law to exercise and enforce every right, power, remedy,
                authority, option and privilege of such Credit Party relating to
                such Pledged LLC Interests, including any power to terminate,
                cancel or modify any limited liability company agreement or
                operating agreement, to execute any instruments and to take any
                and all other action on behalf of and in the name of such Credit
                Party in respect of such Pledged LLC Interests and any such
                limited liability company, to make determinations, to exercise
                any election (including, without limitation, election of
                remedies) or option to give or receive any notice, consent,
                amendment, waiver or approval, together with full power and
                authority to demand, receive, enforce, collect or give receipt
                for any of the foregoing or for any assets of any such limited
                liability company, to enforce or execute any checks or other
                instruments or orders, to file any claims and to take any other
                action in connection with any of the foregoing; and

to the extent not otherwise included in the foregoing, all cash and non-cash
Proceeds thereof.

                "PARTNERSHIP INTERESTS" means:

                        (i)      the partnership interests described on SCHEDULE
        IV hereto, as such Schedule may be amended, supplemented or modified
        from time to time (the "PLEDGED PARTNERSHIP INTERESTS"), and all
        dividends, distributions, cash, instruments and other property, income,
        profits and proceeds from time to time received or receivable or
        otherwise made upon or distributed in respect of or in exchange for any
        or all of the Pledged Partnership Interests;

                        (ii)     all additional or substitute partnership
        interests from time to time issued to or otherwise acquired by any
        Credit Party in any manner in respect of Pledged Partnership Interests
        or otherwise, and all dividends, distributions, cash, instruments and
        other property, income, profits and proceeds from time to time received
        or receivable or otherwise made upon or distributed in respect of such
        additional or substitute partnership interests;

                        (iii)    all right, title and interest of any Credit
        Party in each partnership to which any Pledged Partnership Interest
        relates, including, without limitation:

                                 (A)   all interests of such Credit Party in the
                capital of such partnership and in all profits, losses and
                assets, whether tangible or intangible and whether real,
                personal or mixed, of such partnership, and all other
                distributions to which such Credit Party shall at any time be
                entitled in respect of such Pledged Partnership Interests;

                                       -5-


                                 (B)   all other payments due or to become due
                to such Credit Party in respect of Pledged Partnership
                Interests, whether under any partnership agreement or otherwise
                and whether as contractual obligations, damages, insurance
                proceeds or otherwise;

                                 (C)   all of such Credit Party's claims,
                rights, powers, privileges, authority, options, security
                interests, liens and remedies, if any, under any partnership
                agreement, or at Law or otherwise in respect of such Pledged
                Partnership Interests;

                                 (D)   all present and future claims, if any, of
                such Credit Party against any such partnership for moneys loaned
                or advanced, for services rendered or otherwise; and

                                 (E)   all of such Credit Party's rights under
                any partnership agreement or at Law to exercise and enforce
                every right, power, remedy, authority, option and privilege of
                such Credit Party relating to such Pledged Partnership
                Interests, including any power to terminate, cancel or modify
                any partnership agreement, to execute any instruments and to
                take any and all other action on behalf of and in the name of
                such Credit Party in respect of such Pledged Partnership
                Interests and any such partnership, to make determinations, to
                exercise any election (including, without limitation, election
                of remedies) or option to give or receive any notice, consent,
                amendment, waiver or approval, together with full power and
                authority to demand, receive, enforce, collect or give receipt
                for any of the foregoing or for any assets of any such
                partnership, to enforce or execute any checks or other
                instruments or orders, to file any claims and to take any other
                action in connection with any of the foregoing; and

to the extent not otherwise included in the foregoing, all cash and non-cash
Proceeds thereof.

                "PERFECTION CERTIFICATE" means a certificate, substantially in
the form of EXHIBIT F-1 to the Credit Agreement, completed and supplemented with
the schedules and attachments contemplated thereby.

                "PERMITTED LIEN" means any Lien referred to in, and permitted
by, SECTION 7.02 of the Credit Agreement.

                "PLEDGE AGREEMENT" means this Agreement, as the same may be
amended, supplemented or modified from time to time.

                "PLEDGED LLC INTERESTS" has the meaning set forth in CLAUSE (i)
of the definition of "LLC Interests".

                "PLEDGED NOTES" has the meaning set forth in CLAUSE (i) of the
definition of "Instruments".

                "PLEDGED PARTNERSHIP INTERESTS" has the meaning set forth in
CLAUSE (i) of the definition of "Partnership Interests".

                "PLEDGED SHARES" has the meaning set forth in CLAUSE (i) of the
definition of "Stock".

                "SECURITY INTERESTS" means the security interests in the
Collateral granted under this Agreement securing the Finance Obligations.

                                       -6-


                "SECURITIES LAWS" has the meaning set forth in SECTION 6.03(a)
of this Agreement.

                "SENIOR OBLIGATIONS" means with respect to each Credit Party,
without duplication:

                        (i)      in the case of each Borrower, all principal of
        and interest (including, without limitation, any interest which accrues
        after the commencement of any bankruptcy or insolvency proceeding with
        respect to any Credit Party, whether or not allowed or allowable as a
        claim under any bankruptcy or insolvency proceeding) on any Loan made
        to, or LC Obligation under, or BA Reimbursement Obligation, or any Note
        issued pursuant to, the Credit Agreement or any other Senior Finance
        Document;

                        (ii)     all fees, expenses, indemnification
        obligations, foreign currency exchange, obligations, and other amounts
        of whatever nature now or hereafter payable by any Credit Party
        (including, without limitation, any amounts which accrue after the
        commencement of any bankruptcy or insolvency proceeding with respect to
        any Credit Party, whether or not allowed or allowable as a claim under
        any bankruptcy or insolvency proceeding) pursuant to the Credit
        Agreement, this Agreement or any other Senior Finance Document;

                        (iii)    all expenses of any Finance Party as to which
        it has a right to reimbursement under SECTION 8.03(a) or (b) of this
        Agreement or under any other similar provision of any other Senior
        Finance Document, including, without limitation, any and all sums
        advanced by the U.S. Collateral Agent to preserve any Collateral or
        preserve its security interests in any Collateral;

                        (iv)     all amounts paid by any Indemnitee as to which
        such Indemnitee has the right to reimbursement under SECTION 8.03(c) of
        this Agreement, SECTION 10.05 of the Credit Agreement or under any other
        similar provision of any other Senior Finance Document; and

                        (i)      in the case of each Borrower and each
        Subsidiary Guarantor, all amounts now or hereafter payable by such
        Borrower or such Subsidiary Guarantor and all other obligations or
        liabilities now existing or hereafter arising or incurred (including,
        without limitation, any amounts which accrue after the commencement of
        any bankruptcy or insolvency proceeding with respect to any Credit
        Party, whether or not allowed or allowable as a claim under any
        bankruptcy or insolvency proceeding) on the part of the such Borrower or
        such Subsidiary Guarantor pursuant to the Guaranty in respect of the
        Credit Agreement or any other Senior Finance Document;

in each case whether now or hereafter due, owing or incurred in any manner,
whether actual or contingent, whether incurred solely or jointly with any other
Person and whether as principal or surety (and including all liabilities in
connection with any notes, bills or other instruments accepted by any Finance
Party in connection therewith, together in each case with all renewals,
modifications, consolidations or extensions thereof.

                "STOCK" means:

                        (i)      the shares of capital stock and other
        Securities described on SCHEDULE I hereto, as such Schedule may be
        amended, supplemented or modified from time to time (the "PLEDGED
        SHARES"), and all dividends, interest, distributions, cash, instruments
        and other property, income, profits and proceeds from time to time
        received, receivable or otherwise made upon or distributed in respect of
        or in exchange for any or all of the Pledged Shares; and

                                       -7-


                        (ii)     all additional or substitute shares of capital
        stock or other equity interests of any class of any issuer from time to
        time issued to or otherwise acquired by any Credit Party in any manner
        in respect of Pledged Shares or otherwise, the certificates representing
        such additional or substitute shares, and all dividends, interest,
        distributions, cash, instruments and other property, income, profits and
        proceeds from time to time received, receivable or otherwise made upon
        or distributed in respect of or in exchange for any or all of such
        additional or substitute shares; and

to the extent not otherwise included in the foregoing, all cash and non-cash
Proceeds thereof.

                "UCC" means the Uniform Commercial Code as in effect from time
to time in the State of New York; PROVIDED that if by reason of mandatory
provisions of Law, the perfection, the effect of perfection or non-perfection or
the priority of the Security Interests in any Collateral is governed by the
Uniform Commercial Code or any other Law as in effect in a jurisdiction other
than New York, "UCC" means the Uniform Commercial Code or such other Law as in
effect in such other jurisdiction for purposes of the provisions hereof relating
to such perfection, effect of perfection or non-perfection or priority.

                "U.S. COLLATERAL AGENT" means Deutsche Bank Trust Company
Americas, in its capacity as collateral agent for the Finance Parties, and its
successors or successors in such capacity.

                SECTION 1.04     TERMS GENERALLY. The definitions in SECTIONS
1.02 and 1.03 shall apply equally to both the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation". All references herein to Articles, Sections, Exhibits and Schedules
shall be deemed references to Articles and Sections of, and Exhibits and
Schedules to, this Agreement unless the context, shall otherwise require. Unless
otherwise expressly provided herein, the word "day" means a calendar day.

                                   ARTICLE II
                             THE SECURITY INTERESTS

                SECTION 2.01     GRANT OF SECURITY INTERESTS. To secure the due
and punctual payment of all Finance Obligations, howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, now or hereafter
existing or due or to become due, in accordance with the terms thereof and to
secure the performance of all of the obligations of each Credit Party hereunder
and under the other Finance Documents, each Credit Party hereby grants to the
U.S. Collateral Agent for the benefit of the Finance Parties a security interest
in, and each Credit Party hereby pledges and collaterally assigns to the U.S.
Collateral Agent for the benefit of the Finance Parties, all of such Credit
Party's right, title and interest in, to and under the following, whether now
owned or existing or hereafter acquired, created or arising, whether tangible or
intangible, and regardless of where located (all of which are herein
collectively called the "COLLATERAL"):

                        (i)      Stock;

                        (ii)     Instruments;

                        (iii)    LLC Interests;

                        (iv)     Partnership Interests;

                                       -8-


                        (v)      Investment Property;

                        (vi)     Financial Assets;

                        (vii)    all General Intangibles; and

                        (viii)   all Proceeds of all or any of the Collateral
        described in CLAUSES (i) through (vi) hereof;

PROVIDED, HOWEVER, that the Collateral shall not include except as otherwise
required by SECTION 6.10(d) of the Credit Agreement, shares of capital stock
having voting power in excess of 65% of the voting power of all classes of
capital stock of a Foreign Subsidiary of any Credit Party if, and solely to the
extent that, the inclusion of such shares of capital stock hereunder would cause
the undistributed earnings of such Foreign Subsidiary as determined for United
States federal income tax purposes to be treated as a deemed repatriation of the
earnings of such Foreign Subsidiary to such Foreign Subsidiary's United States
parent for Untied States federal income tax purposes.

                SECTION 2.02     SECURITY INTERESTS ABSOLUTE. All rights of the
U.S. Collateral Agent, all security interests hereunder and all obligations of
each Credit Party hereunder are unconditional and absolute and independent and
separate from any other security for or guaranty of the Finance Obligations,
whether executed by such Credit Party, any other Credit Party or any other
Person. Without limiting the generality of the foregoing, the obligations of
each Credit Party hereunder shall not be released, discharged or otherwise
affected or impaired by:

                        (i)      any extension, renewal, settlement, compromise,
        acceleration, waiver or release in respect of any obligation of any
        other Credit Party under any Finance Document or any other agreement or
        instrument evidencing or securing any Finance Obligation, by operation
        of Law or otherwise;

                        (ii)     other than pursuant to SECTION 8.05 hereof, any
        change in the manner, place, time or terms of payment of any Finance
        Obligation or any other amendment, supplement or modification to any
        Finance Document or any other agreement or instrument evidencing or
        securing any Finance Obligation;

                        (iii)    any release, non-perfection or invalidity of
        any direct or indirect security for any Finance Obligation, any sale,
        exchange, surrender, realization upon, offset against or other action in
        respect of any direct or indirect security for any Finance Obligation or
        any release of any other obligor or Finance Parties in respect of any
        Finance Obligation;

                        (iv)     any change in the existence, structure or
        ownership of any Credit Party, or any insolvency, bankruptcy,
        reorganization, arrangement, readjustment, composition, liquidation or
        other similar proceeding affecting any Credit Party or its assets or any
        resulting disallowance, release or discharge of all or any portion of
        any Finance Obligation;

                        (v)      the existence of any claim, set-off or other
        right which any Credit Party may have at any time against the Borrowers,
        any other Credit Party, any Agent, any other Finance Party or any other
        Person, whether in connection herewith or any unrelated transaction;
        PROVIDED that nothing herein shall prevent the assertion of any such
        claim by separate suit or compulsory counterclaim;

                                       -9-


                        (vi)     any invalidity or unenforceability relating to
        or against the Borrowers or any other Credit Party for any reason of any
        Finance Document or any other agreement or instrument evidencing or
        securing any Finance Obligation or any provision of applicable Law or
        regulation purporting to prohibit the payment by the Borrowers or any
        other Credit Party of any Finance Obligation;

                        (vii)    any failure by any Finance Party: (A) to file
        or enforce a claim against any Credit Party or its estate (in a
        bankruptcy or other proceeding); (B) to give notice of the existence,
        creation or incurrence by any Credit Party of any new or additional
        indebtedness or obligation under or with respect to the Finance
        Obligations; (C) to commence any action against any Credit Party; (D) to
        disclose to any Credit Party any facts which such Finance Party may now
        or hereafter know with regard to any Credit Party; or (E) to proceed
        with due diligence in the collection, protection or realization upon any
        collateral securing the Finance Obligations;

                        (viii)   any direction as to application of payment by
        the Borrowers, any other Credit Party or any other Person;

                        (ix)     any subordination by any Finance Party of the
        payment of any Finance Obligation to the payment of any other liability
        (whether matured or unmatured) of any Credit Party to its creditors;

                        (x)      any act or failure to act by the U.S.
        Collateral Agent or any other Finance Party under this Agreement or
        otherwise which may deprive any Credit Party of any right to
        subrogation, contribution or reimbursement against any other Credit
        Party or any right to recover full indemnity for any payments made by
        such Credit Party in respect of the Finance Obligations; or

                        (xi)     any other act or omission to act or delay of
        any kind by any Credit Party or any Finance Party or any other Person or
        any other circumstance whatsoever which might, but for the provisions of
        this clause, constitute a legal or equitable discharge of any Credit
        Party's obligations hereunder.

                Each Credit Party has irrevocably and unconditionally delivered
this Agreement to the U.S. Collateral Agent, for the benefit of the Finance
Parties, and the failure by any other Person to sign this Agreement or a pledge
agreement similar to this Agreement or otherwise shall not discharge the
obligations of any Credit Party hereunder.

                This Agreement shall remain fully enforceable against each
Credit Party irrespective of any defenses that any other Credit Party may have
or assert in respect of the Finance Obligations, including, without limitation,
failure of consideration, breach of warranty, payment, statute of frauds,
statute of limitations, accord and satisfaction and usury.

                SECTION 2.03     CONTINUING LIABILITY OF THE CREDIT PARTIES. The
Security Interests are granted as security only and shall not subject the U.S.
Collateral Agent or any Finance Party to, or transfer or in any way affect or
modify, any obligation or liability of any Credit Party with respect to any of
the Collateral or any transaction in connection therewith.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

                Each Credit Party represents and warrants that:

                                      -10-


                SECTION 3.01     TITLE TO COLLATERAL. Such Credit Party is the
legal, record and beneficial owner of, and has good and marketable title to, all
of the Collateral pledged by it hereunder, free and clear of any Liens other
than Permitted Liens and Liens securing indebtedness to be repaid with the
proceeds of the Finance Obligations and in respect of which the Administrative
Agents have received pay-off letters and instruments appropriate under local Law
to effect the termination of such Liens. Other than financing statements or
other similar or equivalent documents or instruments with respect to the
Security Interests and Permitted Liens, no financing statement, mortgage,
security agreement or similar or equivalent document or instrument covering all
or any part of the Collateral is on file or of record in any jurisdiction in
which such filing or recording would be effective to perfect a Lien on such
Collateral. No Collateral is in the possession or control of any Person
asserting any claim thereto or security interest therein, except that the U.S.
Collateral Agent or its nominee, custodian or a Securities Intermediary acting
on its behalf may have possession and/or control of Collateral as contemplated
hereby and by the other Finance Documents.

                SECTION 3.02     VALIDITY, PERFECTION AND PRIORITY OF SECURITY
INTERESTS. The Security Interests constitute valid security interests under the
UCC securing the Finance Obligations. Upon Delivery of all Collateral to the
U.S. Collateral Agent in accordance with the provisions hereof and filing of UCC
financing statements stating that the same covers "all assets of the Debtor",
"all personal property of the Debtor" or words of similar import in the offices
specified in SCHEDULE V hereto, the Security Interests shall constitute
perfected security interests in all right, title and interest of such Credit
Party in the Collateral (subject to the requirements of Section 9-315 of the UCC
with respect to any proceeds of Collateral and to the further requirement that
additional steps may be necessary to perfect the Security Interests in dividends
or other distributions in kind), in each case prior to all other Liens and
rights of others therein except for Permitted Liens, and, to the extent control
of such Collateral may be obtained pursuant to Article 8 and/or 9 of the UCC,
the U.S. Collateral Agent will have control of the Collateral subject to no
adverse claims of any other Person. On and as of the date hereof no
registration, recordation or filing with any Governmental Authority is required
in connection with the execution or delivery of this Agreement, or necessary for
the validity or enforceability hereof or for the perfection of the Security
Interests.

                SECTION 3.03     COLLATERAL.

                (a)     SCHEDULES I, II, III AND IV hereto (as such schedules
may be amended, supplemented or modified from time to time) set forth (i) the
name and jurisdiction of organization of, and the ownership interest (including
percentage owned and number of shares, units or other equity interests) of such
Credit Party in the Shares, LLC Interests and Partnership Interests issued by
each of such Credit Party's direct Subsidiaries which are required to be
included in the Collateral and pledged hereunder, (ii) all other Shares, LLC
Interests and Partnership Interests directly owned by such Credit Party that are
required to be included in the Collateral and pledged hereunder and (iii) the
issuer, date of issuance and amount of all promissory notes directly owned or
held by such Credit Party that are required to be included in the Collateral and
pledged hereunder. Such Credit Party holds all such Collateral directly (i.e.,
not through a Subsidiary, Securities Intermediary or any other Person).

                (b)     All Collateral consisting of Pledged Shares, Pledged LLC
Interests and Pledged Partnership Interests has been duly authorized and validly
issued, is fully paid and non-assessable and is subject to no options to
purchase or similar rights of any Person. Except as set forth on SCHEDULES I,
III and IV hereto, (i) such Collateral constitutes 100% of the issued and
outstanding shares of capital stock or other equity interests of the respective
issuers thereof, (ii) no issuer of Collateral has outstanding any security
convertible into or exchangeable for any shares of its capital stock or other
equity interests or any warrant, option, convertible security, instrument or
other interest entitling the holder thereof to acquire any such shares or any
security convertible into or exchangeable for such shares, (iii) there are no
voting

                                      -11-


trusts, stockholder agreements, proxies or other agreements in effect with
respect to the voting or transfer of such shares of its capital stock and (iv)
there are no Liens or agreements, arrangements or obligations to create or give
any Lien relating to any such shares of capital stock. No Credit Party is now
and or will become a party to or otherwise bound by any agreement, other than
this Agreement, which restricts in any manner the rights of the U.S. Collateral
Agent or any other present or future holder of any Collateral with respect
thereto.

                SECTION 3.04     NO CONSENTS. No consent of any other Person
(including, without limitation, any stockholder or creditor of such Credit Party
or any of its Subsidiaries) and no order, consent, approval, license,
authorization or validation of, or filing, recording or registration with, or
exemption by any Governmental Authority is required to be obtained by such
Credit Party in connection with the execution, delivery or performance of this
Agreement, or in connection with the exercise of the rights and remedies of the
U.S. Collateral Agent pursuant to this Agreement, except as may be required in
connection with the disposition of the Collateral by Laws affecting the offering
and sale of securities generally.

                                   ARTICLE IV
                                    COVENANTS

                Each Credit Party covenants and agrees that until the payment in
full of all Finance Obligations and until there is no commitment by any Finance
Party to make further advances, incur obligations or otherwise give value, such
Credit Party will comply with the following:

                SECTION 4.01     DELIVERY OF COLLATERAL. All Collateral shall be
Delivered to and held by or on behalf of the U.S. Collateral Agent pursuant
hereto; PROVIDED that so long as no Event of Default shall have occurred and be
continuing, and except as required by the U.S. Security Agreement, Canadian
Security Agreement, Quebec Hypothec or any other Finance Document, each Credit
Party may retain any Collateral (i) consisting of checks, drafts and other
Instruments (other than Pledged Notes and any additional or substitute
promissory notes issued to or otherwise acquired by such Credit Party in respect
of Pledged Notes) received by it in the ordinary course of business or (ii)
which it is otherwise entitled to receive and retain pursuant to SECTION 5.01
hereof, and the U.S. Collateral Agent shall, promptly upon request of any Credit
Party, make appropriate arrangements for making any U.S. Collateral consisting
of an Instrument or a Certificated Security pledged by such Credit Party
available to it for purposes of presentation, collection or renewal (any such
arrangement to be effected, to the extent deemed appropriate to the U.S.
Collateral Agent, against trust receipt or like document). All Collateral
Delivered hereunder shall be accompanied by any required transfer tax stamps.
The U.S. Collateral Agent shall have the right at any time upon the request of
the Required Lenders, and upon notice to any Credit Party, to cause any or all
of the Collateral to be transferred of record into the name of the U.S.
Collateral Agent or its nominee. Each Credit Party will promptly give the U.S.
Collateral Agent copies of any notices or other communications received by it
with respect to Collateral registered in the name of such Credit Party, and the
U.S. Collateral Agent will promptly give each Credit Party copies of any notices
and communications received by the U.S. Collateral Agent with respect to
Collateral registered in the name of the U.S. Collateral Agent or its nominee or
custodian.

                SECTION 4.02     DELIVERY OF PERFECTION CERTIFICATE; FILING OF
FINANCING STATEMENTS AND DELIVERY OF SEARCH REPORTS. Not less than five Business
Days prior to the Closing Date, such Credit Party shall deliver its Perfection
Certificate to the U.S. Collateral Agent and shall cause all filings and
recordings and other actions specified in SCHEDULE V hereto to have been
completed. The information set forth in the Perfection Certificate shall be
correct and complete as of the Closing Date.

                                      -12-


                SECTION 4.03     CHANGE OF NAME, IDENTITY, STRUCTURE OR
LOCATION; SUBJECTION TO OTHER SECURITY AGREEMENTS. Except pursuant to Asset
Dispositions permitted by the Credit Agreement, such Credit Party will not
change the location of any Collateral or its name, identity, structure or
location (determined as provided in Section 9-307 of the UCC) in any manner, and
shall not become bound, as provided in Section 9-203(d) of the UCC, by a
security agreement entered into by another Person, in each case unless it shall
have given the U.S. Collateral Agent not less than 30 days' prior notice
thereof. Except pursuant to Asset Dispositions permitted by the Credit
Agreement, such Credit Party shall not in any event change the location of any
Collateral or its name, identity, structure or location (determined as provided
in Section 9-307 of the UCC), or become bound, as provided in Section 9-203(d)
of the UCC, by a security agreement entered into by another Person, if such
change would cause the Security Interests in any Collateral to lapse or cease to
be perfected unless such Credit Party has taken on or before the date of lapse
all actions necessary to ensure that the Security Interests in the Collateral do
not lapse or cease to be perfected.

                SECTION 4.04     FURTHER ACTIONS. Such Credit Party will, from
time to time at its expense and in such manner and form as the U.S. Collateral
Agent may reasonably request, execute, deliver, file and record any financing
statement, specific assignment, instrument, document, agreement or other paper
and take any other action (including, without limitation, any filings of
financing or continuation statements under the UCC) that from time to time may
be necessary or advisable, or that the U.S. Collateral Agent may reasonably
request, in order to create, preserve, perfect, confirm or validate the Security
Interests or to enable the U.S. Collateral Agent and the Finance Parties to
obtain the full benefit of this Agreement or to exercise and enforce any of its
rights, powers and remedies created hereunder or under applicable Law with
respect to any of the Collateral. To the extent permitted by applicable Law,
such Credit Party hereby authorizes the U.S. Collateral Agent to file, in the
name of such Credit Party or otherwise and without the signature or other
separate authorization or authentication of such Credit Party appearing thereon,
such UCC financing statements, continuation statements or other financing
statements as the U.S. Collateral Agent in its sole discretion may deem
necessary or appropriate to further perfect or maintain the perfection of the
Security Interests. Such Credit Party agrees that a carbon, photographic,
photostatic or other reproduction of this Agreement or of a financing statement
is sufficient as a financing statement. The Credit Parties shall pay the costs
of, or incidental to, any recording or filing of any financing or continuation
statements concerning the Collateral.

                SECTION 4.05     DISPOSITION OF COLLATERAL. Such Credit Party
will not sell, exchange, assign or otherwise dispose of, or grant any option
with respect to, any Collateral or create or suffer to exist any Lien (other
than the Security Interests and Permitted Liens) on any Collateral except that,
subject to the rights of the U.S. Collateral Agent and the Finance Parties
hereunder if a Default or an Event of Default shall have occurred and be
continuing, such Credit Party may sell, exchange, assign or otherwise dispose
of, or grant options with respect to, Collateral to the extent expressly
permitted by the Credit Agreement whereupon, in the case of any such
disposition, the Security Interests created hereby in such item (but not in any
Proceeds arising from such disposition) shall cease immediately without any
further action on the part of the U.S. Collateral Agent.

                SECTION 4.06     ADDITIONAL COLLATERAL. Such Credit Party will
cause each issuer of the Collateral not to issue any stock, other securities,
limited liability company membership interests, partnership interests,
promissory notes or other instruments in addition to or in substitution for the
Pledged Shares, Pledged LLC Interests, Pledged Partnership Interests and Pledged
Notes issued by such issuer, except to such Credit Party and, in the event that
any issuer of Collateral at any time issues any additional or substitute stock,
other securities, limited liability company membership interests, partnership
interests, promissory notes or other instruments to such Credit Party, such
Credit Party will immediately Deliver all such items to the U.S. Collateral
Agent to hold as Collateral hereunder and will promptly thereafter deliver to
the U.S. Collateral Agent a certificate executed by an authorized officer of
such

                                      -13-


Credit Party describing such Pledged Shares, Pledged LLC Interests, Pledged
Partnership Interests and/or Pledged Notes, attaching such supplements to
SCHEDULES I THROUGH V hereto as are necessary to cause such Schedules to be
complete and accurate at such time and certifying that such Pledged Shares,
Pledged LLC Interests, Pledged Partnership Interests and/or Pledged Notes have
been duly pledged with the U.S. Collateral Agent hereunder.

                SECTION 4.07     INFORMATION REGARDING COLLATERAL. Such Credit
Party will, promptly upon request, provide to the U.S. Collateral Agent all
information and evidence it may reasonably request concerning the Collateral to
enable the U.S. Collateral Agent to enforce the provisions of this Agreement.

                                    ARTICLE V
                       DISTRIBUTIONS ON COLLATERAL; VOTING

                SECTION 5.01     RIGHT TO RECEIVE DISTRIBUTIONS ON COLLATERAL;
VOTING.

                (a)     So long as no Event of Default shall have occurred and
be continuing:

                        (i)      Each Credit Party shall be entitled to exercise
        any and all voting, management, administration and other consensual
        rights pertaining to the Collateral or any part thereof for any purpose
        not inconsistent with the terms of this Agreement and the other Finance
        Documents; PROVIDED, HOWEVER, that each Credit Party shall give the U.S.
        Collateral Agent at least five days' written notice of the manner in
        which it intends to exercise, or the reasons for refraining from
        exercising, any such right, and no Credit Party shall exercise or
        refrain from exercising any such right if, in the U.S. Collateral
        Agent's judgment, such action would violate or be inconsistent with any
        of the terms of this Agreement, any other Finance Document or any
        Derivatives Agreement, or would have the effect of impairing the
        position or interests of the U.S. Collateral Agent or any other Finance
        Party hereunder or thereunder.

                        (ii)     Each Credit Party shall be entitled to receive
        and retain any and all dividends, interest, distributions, cash,
        instruments and other payments and distributions made upon or in respect
        of the Collateral; PROVIDED, HOWEVER, that any and all:

                                 (A)   dividends, interest and other payments
                and distributions paid or payable other than in cash in respect
                of, and instruments and other property received, receivable or
                otherwise distributed in respect of, or in exchange for, any
                Collateral;

                                 (B)   dividends and other payments and
                distributions paid or payable in cash in respect of any
                Collateral in connection with a partial or total liquidation or
                dissolution or in connection with a reduction of capital,
                capital surplus or paid-in-surplus;

                                 (C)   additional stock, other securities,
                limited liability company membership interests, partnership
                interests, promissory notes or other instruments or property
                paid or distributed in respect of any Pledged Shares, Pledged
                LLC Interests or Pledged Partnership Interests by way of
                share-split, spin-off, split-up, reclassification, combination
                of shares or similar rearrangement;

                                 (D)   all other or additional stock, other
                securities, limited liability company membership interests,
                partnership interests, promissory notes or other instruments or
                property which may be paid in respect of the Collateral by
                reason of any consolidation, merger, exchange of shares,
                conveyance of assets, liquidation or similar reorganization; and

                                      -14-


                                 (E)   cash paid, payable or otherwise
                distributed in respect of principal of, in redemption of, or in
                exchange for, any Collateral;

        shall be forthwith (i) Delivered to the U.S. Collateral Agent or its
        nominee or custodian to hold as Collateral hereunder or (ii) in the case
        of any amount referred to in this SECTION 5.01(a)(ii) paid or
        distributed in cash, forthwith deposited in a Deposit Account maintained
        with the U.S. Collateral Agent or with respect to which an effective
        Account Control Agreement as contemplated by SECTION 4.14 of the U.S.
        Security Agreement has been delivered to the U.S. Collateral Agent and
        shall, if received by any Credit Party, be received in trust for the
        benefit of the U.S. Collateral Agent and the Finance Parties, be
        segregated from the other property or funds of such Credit Party and be
        forthwith Delivered, in the same form as so received, to the U.S.
        Collateral Agent or its nominee or custodian to hold as Collateral or
        deposited in a Deposit Account as contemplated by CLAUSE (ii) above.

                        (iii)    The U.S. Collateral Agent shall, upon receiving
        a written request from any Credit Party accompanied by a certificate
        signed by an authorized officer of such Credit Party stating that no
        Default or Event of Default has occurred and is continuing, execute and
        deliver (or cause to be executed and delivered) to such Credit Party or
        as specified in such request all proxies, powers of attorney, consents,
        ratifications and waivers and other instruments as such Credit Party may
        reasonably request for the purpose of enabling such Credit Party to
        exercise the voting and other rights which it is entitled to exercise
        pursuant to PARAGRAPH (i) above and to receive the dividends, interest,
        distributions, cash, instruments or other payments or distributions
        which it is authorized to receive and retain pursuant to PARAGRAPH (ii)
        above in respect of any of the Collateral which is registered in the
        name of the U.S. Collateral Agent or its nominee.

                (b)     Upon the occurrence and during the continuance of an
Event of Default:

                        (i)      All rights of each Credit Party to receive the
        dividends, interest, distributions, cash, instruments and other payments
        and distributions which it would otherwise be authorized to receive and
        retain pursuant to SECTION 5.01(a)(ii) shall cease, and all such rights
        shall thereupon become vested in the U.S. Collateral Agent, which shall
        thereupon have the sole right to receive and hold as Collateral such
        dividends, interest, distributions, cash, instruments and other payments
        and distributions.

                        (ii)     All dividends, interest, distributions, cash,
        instruments and other payments and distributions which are received by
        any Credit Party contrary to the provisions of paragraph (i) of this
        SECTION 5.01(b) shall be received in trust for the benefit of the U.S.
        Collateral Agent and the Finance Parties, shall be segregated from other
        property or funds of such Credit Party and shall be forthwith Delivered,
        in the same form as so received to the U.S. Collateral Agent or its
        nominee or custodian to hold as Collateral.

                (c)     Upon the occurrence and during the continuance of an
Event of Default, all rights of such Credit Party to exercise the voting,
management, administration and other consensual rights which it would otherwise
be entitled to exercise pursuant to SECTION 5.01(a)(i) shall cease, all such
rights shall thereupon become vested in the U.S. Collateral Agent, who shall
thereupon have the sole right to exercise such voting and other consensual
rights, and such Credit Party shall take all actions as may be necessary or
appropriate to effect such right of the U.S. Collateral Agent.

                                      -15-


                                   ARTICLE VI
                           GENERAL AUTHORITY; REMEDIES

                SECTION 6.01     GENERAL AUTHORITY. Each Credit Party hereby
irrevocably appoints the U.S. Collateral Agent and any officer or agent duly
appointed by the U.S. Collateral Agent as its true and lawful attorney-in-fact,
with full power of substitution, in the name of such Credit Party, the U.S.
Collateral Agent, the Finance Parties or otherwise, for the sole use and benefit
of the U.S. Collateral Agent and the Finance Parties, but at such Credit Party's
expense, to the extent permitted by Law, to exercise at any time and from time
to time while an Event of Default has occurred and is continuing, all or any of
the following powers with respect to all or any of the Collateral, all acts of
such attorney being hereby ratified and confirmed; such power, being coupled
with an interest, is irrevocable until the Finance Obligations are paid in full
and until there is no commitment by any Finance Party to make further advances,
incur obligations or otherwise give value:

                        (i)      to take any and all appropriate action and to
        execute any and all documents and instruments which may be necessary or
        desirable to carry out the terms of this Agreement;

                        (ii)     to receive, take, indorse, assign and deliver
        any and all checks, notes, drafts, acceptances, documents and other
        negotiable and non-negotiable Instruments taken or received by such
        Credit Party as, or in connection with, the Collateral;

                        (iii)    to accelerate any Pledged Note which may be
        accelerated in accordance with its terms, and to otherwise demand, sue
        for, collect, receive and give acquittance for any and all monies due or
        to become due on or by virtue of any Collateral;

                        (iv)     to commence, settle, compromise, compound,
        prosecute, defend or adjust any claim, suit, action or proceeding with
        respect to, or in connection with, the Collateral;

                        (v)      to sell, transfer, assign or otherwise deal in
        or with the Collateral or the Proceeds or avails thereof, as fully and
        effectually as if the U.S. Collateral Agent were the absolute owner
        thereof;

                        (vi)     to extend the time of payment of any or all of
        the Collateral and to make any allowance and other adjustments with
        respect thereto;

                        (vii)    to vote all or any part of the Pledged Shares,
        Pledged LLC Interests, Pledged Partnership Interests and/or Pledged
        Notes (whether or not transferred into the name of the U.S. Collateral
        Agent) and give all consents, waivers and ratifications in respect of
        the Collateral; and

                        (viii)   to do, at its option, but at the expense of
        such Credit Party, at any time or from time to time, all acts and things
        which the U.S. Collateral Agent reasonably deems necessary to protect or
        preserve the Collateral and to realize upon the Collateral.

                SECTION 6.02     REMEDIES UPON EVENT OF DEFAULT.

                (a)     If any Event of Default has occurred and is continuing,
the U.S. Collateral Agent may, in addition to all other rights and remedies
granted to it in this Agreement and in any other agreement securing, evidencing
or relating to the Finance Obligations: (i) exercise on behalf of the Finance
Parties all rights and remedies of a secured party under the UCC (whether or not
in effect in the

                                      -16-


jurisdiction where such rights are exercised) and, in addition, (ii)
without demand of performance or other demand or notice of any kind (except as
herein provided or as may be required by mandatory provisions of Law) to or upon
any Credit Party or any other Person (all of which demands and/or notices are
hereby waived by each Credit Party), (A) apply all cash, if any, then held by it
as Collateral as specified in SECTION 6.07 and (B) if there shall be no such
cash or if such cash shall be insufficient to pay all the Finance Obligations in
full or cannot be so applied for any reason or if the U.S. Collateral Agent
determines to do so, collect, receive, appropriate and realize upon the
Collateral and/or sell, assign, give an option or options to purchase or
otherwise dispose of and deliver the Collateral (or contract to do so) or any
part thereof in one or more parcels (which need not be in round lots) at public
or private sale or at broker's board or on any securities exchange, at any
office of the U.S. Collateral Agent or elsewhere in such manner as is
commercially reasonable and as the U.S. Collateral Agent may deem best, for
cash, on credit or for future delivery, without assumption of any credit risk
and at such price or prices as the U.S. Collateral Agent may deem satisfactory.

                (b)     The U.S. Collateral Agent shall give each Credit Party
not less than 10 days' prior notice of the time and place of any sale or other
intended disposition of any of the Collateral, except any Collateral which
threatens to decline speedily in value or is of a type customarily sold on a
recognized market. Any such notice shall (i) in the case of a public sale, state
the time and place fixed for such sale, (ii) in the case of a sale at a broker's
board or on a securities exchange, state the board or exchange at which such
sale is to be made and the day on which the Collateral, or the portion thereof
being sold, will first be offered for sale, (iii) in the case of a private sale,
state the day after which such sale may be consummated, (iv) contain the
information specified in Section 9-613 of the UCC, (v) be authenticated and (vi)
be sent to the parties required to be notified pursuant to Section 9-611(c) of
the UCC; PROVIDED that, if the U.S. Collateral Agent fails to comply with this
sentence in any respect, its liability for such failure shall be limited to the
liability (if any) imposed on it as a matter of Law under the UCC. The
Collateral Agent and each Credit Party agree that such notice constitutes
reasonable notification within the meaning of Section 9-611 of the UCC. Except
as otherwise provided herein, each Credit Party hereby waives, to the extent
permitted by applicable Law, notice and judicial hearing in connection with the
U.S. Collateral Agent's taking possession or disposition of any of the
Collateral.

                (c)     The U.S. Collateral Agent or any Finance Party may be
the purchaser of any or all of the Collateral so sold at any public sale (or, if
the Collateral is of a type customarily sold in a recognized market or is of a
type which is the subject of widely distributed standard price quotations, at
any private sale). Each Credit Party will execute and deliver such documents and
take such other action as the U.S. Collateral Agent reasonably deems necessary
or advisable in order that any such sale may be made in compliance with Law.
Upon any such sale, the U.S. Collateral Agent shall have the right to deliver,
assign and transfer to the purchaser thereof the Collateral so sold. Each
purchaser at any such sale shall hold the Collateral so sold to it absolutely
and free from any claim or right of whatsoever kind. Any such public sale shall
be held at such time or times within ordinary bankers hours and at such place or
places as the U.S. Collateral Agent may fix in the notice of such sale. At any
such sale, the Collateral may be sold in one lot as an entirety or in separate
parcels, as the U.S. Collateral Agent may determine. The U.S. Collateral Agent
shall not be obligated to make any such sale pursuant to any such notice. The
U.S. Collateral Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for the sale, and such sale may be made at any time
or place to which the same may be so adjourned without further notice. In the
case of any sale of all or any part of the Collateral on credit or for future
delivery, the Collateral so sold may be retained by the U.S. Collateral Agent
until the selling price is paid by the purchaser thereof, but the U.S.
Collateral Agent shall not incur any liability in the case of the failure of
such purchaser to take up and pay for the Collateral so sold and, in the case of
any such failure, such Collateral may again be sold upon like notice.

                                      -17-


                SECTION 6.03     SECURITIES ACT; REGISTRATION RIGHTS.

                (a)     SECURITIES ACT. In view of the position of the Credit
Parties in relation to the Collateral, or because of other present or future
circumstances, a question may arise under the Securities Act of 1933, as now or
hereafter in effect, or any similar statute in effect in Canada or hereafter
enacted analogous in purpose or effect (such Act and any such similar statute as
from time to time in effect being herein called the "SECURITIES LAWS") with
respect to any disposition of the Collateral permitted hereunder. Each Credit
Party understands that compliance with the Securities Laws might very strictly
limit the course of conduct of the U.S. Collateral Agent if the U.S. Collateral
Agent were to attempt to dispose of all or any part of the Collateral, and might
also limit the extent to which or the manner in which any subsequent transferee
of any Collateral could dispose of the same. Similarly, there may be other legal
restrictions or limitations affecting the U.S. Collateral Agent in any attempt
to dispose of all or part of the Collateral under applicable Blue Sky or other
state securities Laws or similar Laws analogous in purpose or effect. Without
limiting the generality of the foregoing, the provisions of this SECTION 6.03
would apply if, for example, the U.S. Collateral Agent were to place all or any
part of the Collateral for private placement by an investment banking firm, or
if such investment banking firm purchased all or any part of the Collateral for
its own account, or if the U.S. Collateral Agent placed all or any part of the
Collateral privately with a purchaser or purchasers.

                Accordingly, each Credit Party expressly agrees that the U.S.
Collateral Agent is authorized, in connection with any sale of any Collateral,
if it deems it advisable so to do, (i) to restrict the prospective bidders on or
purchasers of any of the Collateral to a limited number of sophisticated
investors who will represent and agree that they are purchasing for their own
account for investment and not with a view to the distribution or sale of any of
such Collateral, (ii) to cause to be placed on certificates for any or all of
the Collateral or on any other securities pledged hereunder a legend to the
effect that such security has not been registered under any Securities Law and
may not be disposed of in violation of the provision of said Act and (iii) to
impose such other limitations or conditions in connection with any such sale as
the U.S. Collateral Agent deems necessary or advisable in order to comply with
any Law. Each Credit Party covenants and agrees that it will execute and deliver
such documents and take such other action as the U.S. Collateral Agent
reasonably deems necessary or advisable in order that any such sale may be made
in compliance with any Securities Law and all other applicable Laws. Each Credit
Party acknowledges and agrees that such limitations may result in prices and
other terms less favorable to the seller than if such limitations were not
imposed, and, notwithstanding such limitations, agrees that any such sale shall
be deemed to have been made in a commercially reasonable manner, it being the
agreement of the Credit Parties and the U.S. Collateral Agent that the
provisions of this SECTION 6.03 will apply notwithstanding the existence of a
public or private market upon which the quotations or sales prices may exceed
substantially the price at which the U.S. Collateral Agent sells the Collateral.
Except as required by applicable Law, the U.S. Collateral Agent shall be under
no obligation to delay a sale of any Collateral for a period of time necessary
to permit the issuer of any securities contained therein to register such
securities under the Securities Laws, or under applicable state securities Laws,
even if the issuer would agree to do so. Furthermore, each Credit Party
acknowledges that it is aware that Section 9-610 of the UCC provides that the
U.S. Collateral Agent or a Finance Party may purchase Collateral if it is sold
at a public sale. Each Credit Party also acknowledges that it is aware that
staff personnel of the United States Securities and Exchange Commission have,
over a period of years, issued various No-Action Letters that describe
procedures which, in the view of the SEC staff, permit a foreclosure sale of
securities to occur in a manner that is public for purposes of Part 6 of Article
9 of the UCC, yet not public for purposes of Section 4(2) of the Securities Act.
Each Credit Party is also aware that the U.S. Collateral Agent or one or more
Finance Parties may wish to purchase Collateral that is sold at a foreclosure
sale, and such Credit Party believes that such purchases would be appropriate in
circumstances in which the Collateral Securities are sold in conformity with the
principles set forth in the No-Action Letters. Accordingly, each Credit Party
specifically agrees that a foreclosure sale conducted in

                                      -18-


conformity with the principles set forth in the No-Action Letters: (i) shall be
considered to be a "public" sale for purposes of Section 9-610 of the UCC; (ii)
will be considered commercially reasonable notwithstanding that the U.S.
Collateral Agent or other Finance Party has not registered or sought to register
the Collateral under the Securities Laws, even if one or more Credit Parties
agrees to pay all costs of the registration process; and (iii) shall be
considered to be commercially reasonable notwithstanding that the U.S.
Collateral Agent or one or more other Finance Parties purchases Collateral at
such a sale.

                (b)     REGISTRATION RIGHTS. If the U.S. Collateral Agent shall
determine to exercise its right to sell all or any of the Collateral and if in
the opinion of counsel for the U.S. Collateral Agent it is necessary, or if in
the opinion of the U.S. Collateral Agent it is advisable, to have all or any of
the securities included in the Collateral or the portion thereof to be sold
registered under the provisions of any Securities Laws, each Credit Party
agrees, at its own expense (including, without limitation, expenses relating to
brokers commissions), (i) to execute and deliver, and to use its commercially
reasonable efforts to cause each corporation whose securities are to be sold and
their respective directors and officers to execute and deliver, all such
instruments and documents, and to do or cause to be done all other such acts and
things, as may be necessary or, in the opinion of the U.S. Collateral Agent,
advisable to register such securities under the provisions of the Securities
Laws and to cause the registration statement relating thereto to become
effective and to remain effective for such period as prospectuses are required
by Law to be furnished, and to make or cause to be made all amendments and
supplements thereto and to the related prospectus which, in the opinion of the
U.S. Collateral Agent, are necessary or advisable, all in conformity with the
requirements of the Securities Laws and the rules and regulations of all
applicable Securities Commissions, (ii) to use its best efforts to cause the
corporation whose securities are to be sold to agree to prepare, and to make
available to its security holders as soon as practicable, an earnings statement
(which need not be audited) covering the period of at least 12 months beginning
with the first month after the effective date of any such registration
statement, which earning statement will satisfy the provisions of Section 11(a)
of the Securities Act of 1933 or of any other similar provision of applicable
Securities Laws, (iii) to use its commercially reasonable efforts to qualify
such securities under state Blue Sky or securities Laws and to obtain the
approval of any Governmental Authorities for the sale of such securities as
requested by the U.S. Collateral Agent and (iv) at the request of the U.S.
Collateral Agent, to indemnify and hold harmless the U.S. Collateral Agent and
any underwriters (and any person controlling any of the foregoing) from and
against any loss, liability, claim, damage and expense (and reasonable counsel
fees incurred in connection therewith) under the Securities Act of 1933 or
otherwise insofar as such loss, liability, claim, damage or expense arises out
of or is based upon any untrue statement or alleged untrue statement of a
material fact contained in such registration statement or prospectus or in any
preliminary prospectus or any amendment or supplement thereto, or arises out of
or is based upon any omission or alleged omission to state therein a material
fact required to be stated or necessary to make the statements therein not
misleading, such indemnification to remain operative regardless of any
investigation made by or on behalf of the U.S. Collateral Agent or any
underwriters (or any person controlling any of the foregoing); PROVIDED that no
Credit Party shall be liable in any case to the extent that any such loss,
liability, claim, damage or expense arises out of or is based on an untrue
statement or alleged untrue statement or an omission or an alleged omission made
in reliance upon and in conformity with written information furnished to such
Credit Party by the U.S. Collateral Agent or any underwriter expressly for use
in such registration statement or prospectus.

                SECTION 6.04     OTHER RIGHTS OF THE U.S. COLLATERAL AGENT.

                (a)     If any Event of Default has occurred and is continuing,
the U.S. Collateral Agent, instead of exercising the power of sale conferred
upon it pursuant to SECTION 6.02, may proceed by a suit or suits at Law or in
equity to foreclose the Security Interests and sell the Collateral, or any
portion thereof, under a judgment or decree of a court or courts of competent
jurisdiction, and may in addition

                                      -19-


institute and maintain such suits and proceedings as the U.S. Collateral Agent
may deem appropriate to protect and enforce the rights vested in it by this
Agreement.

                (b)     If any Event of Default has occurred and is continuing,
the U.S. Collateral Agent shall, to the extent permitted by applicable Law,
without notice to any Credit Party or any party claiming through any Credit
Party, without regard to the solvency or insolvency at such time of any Person
then liable for the payment of any of the Finance Obligations, without regard to
the then value of the Collateral and without requiring any bond from any
complainant in such proceedings, be entitled as a matter of right to the
appointment of a receiver or receivers (who may be the U.S. Collateral Agent) of
the Collateral or any part thereof, and of the profits, revenues and other
income thereof, pending such proceedings, with such powers as the court making
such appointment shall confer, and to the entry of an order directing that the
profits, revenues and other income of the property constituting the whole or any
part of the Collateral be segregated, sequestered and impounded for the benefit
of the U.S. Collateral Agent and the Finance Parties, and each Credit Party
irrevocably consents to the appointment of such receiver or receivers and to the
entry of such order.

                SECTION 6.05     LIMITATION ON DUTY OF U.S. COLLATERAL AGENT IN
RESPECT OF COLLATERAL. Beyond the exercise of reasonable care in the custody
thereof, neither the U.S. Collateral Agent nor any Finance Party shall have any
duty to exercise any rights or take any steps to preserve the rights of any
Credit Party in the Collateral in its or their possession or control or in the
possession or control of any agent or bailee or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto, nor shall the U.S. Collateral Agent or any Finance Party be liable to
any Credit Party or any other Person for failure to meet any obligation imposed
by Section 9-207 of the UCC or any successor provision. Each Credit Party agrees
that the U.S. Collateral Agent shall at no time be required to, nor shall the
U.S. Collateral Agent be liable to any Credit Party for any failure to, account
separately to any Credit Party for amounts received or applied by the U.S.
Collateral Agent from time to time in respect of the Collateral pursuant to the
terms of this Agreement. Without limiting the foregoing, the U.S. Collateral
Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession or control if the Collateral is
accorded treatment substantially equal to that which the U.S. Collateral Agent
accords its own property, and (i) shall not be liable or responsible for any
loss or damage to any of the Collateral, or for any diminution in the value
thereof, by reason of the act or omission of any agent or bailee selected by the
U.S. Collateral Agent in good faith or (ii) shall not have any duty or
responsibility for ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Collateral, whether or not the U.S. Collateral Agent has or is deemed to have
knowledge of such matters.

                SECTION 6.06     WAIVER AND ESTOPPEL.

                (a)     Each Credit Party agrees, to the extent it may lawfully
do so, that it will not at any time in any manner whatsoever claim or take the
benefit or advantage of, any appraisal, valuation, stay, extension, moratorium,
turnover or redemption Law, or any Law permitting it to direct the order in
which the Collateral shall be sold, now or at any time hereafter in force which
may delay, prevent or otherwise affect the performance or enforcement of this
Agreement, and each Credit Party hereby waives all benefit or advantage of all
such Laws. Each Credit Party covenants that it will not hinder, delay or impede
the execution of any power granted to the U.S. Collateral Agent, the
Administrative Agents or any other Finance Party in any Finance Document.

                (b)     Each Credit Party, to the extent it may lawfully do so,
on behalf of itself and all who claim through or under it, including without
limitation any and all subsequent creditors, vendees, assignees and lienors,
waives and releases all rights to demand or to have any marshalling of the
Collateral upon any sale, whether made under any power of sale granted herein or
pursuant to judicial

                                      -20-


proceedings or under any foreclosure or any enforcement of this
Agreement, and consents and agrees that all of the Collateral may at any such
sale be offered and sold as an entirety.

                (c)     Each Credit Party waives, to the extent permitted by
Law, presentment, demand, protest and any notice of any kind (except the notices
expressly required hereunder or in the other Finance Documents) in connection
with this Agreement and any action taken by the U.S. Collateral Agent with
respect to the Collateral.

                SECTION 6.07     APPLICATION OF PROCEEDS.

                (a)     PRIORITY OF DISTRIBUTIONS. The proceeds of any sale of,
or other realization upon, all or any part of the Collateral (including any
proceeds received and held pursuant to SECTION 5.01) and any cash held by the
U.S. Collateral Agent or its nominee or custodian hereunder shall be applied as
provided in SECTION 8.03 of the Credit Agreement. The U.S. Collateral Agent may
make distributions hereunder in cash or in kind or, on a ratable basis, in any
combination thereof.

                (b)     DISTRIBUTIONS WITH RESPECT TO LETTERS OF CREDIT AND
BANKERS' ACCEPTANCES. Each of the Credit Parties and the Finance Parties agrees
and acknowledges that if (after all outstanding Loans, LC obligations and BA
Reimbursement Obligations have been paid in full) the Lenders are to receive a
distribution on account of undrawn amounts with respect to Letters of Credit
issued (or deemed issued) or Bankers' Acceptances issued under the Credit
Agreement, such amounts shall be deposited in the applicable LC Cash Collateral
Account (in the case of Letters of Credit), or the relevant cash collateral
account established pursuant to SECTION 2.06(k) of the Credit Agreement (the "BA
CASH COLLATERAL ACCOUNT") (in the case of Bankers' Acceptances), as cash
security for the repayment of Finance Obligations owing to the Lenders as such.
Upon termination of all outstanding Letters of Credit and Bankers' Acceptances,
all of such cash security shall be applied to the remaining Finance Obligations
of the Lenders. If there remains any excess cash security, such excess cash
shall be withdrawn by the U.S. Collateral Agent or by the Canadian Collateral
Agent, as the case may be, from the U.S. LC Cash Collateral Account or the
Canadian LC Cash Collateral Account, respectively, or by the Canadian Collateral
Agent from the BA Cash Collateral Account, and distributed in accordance with
SECTION 6.07(a) hereof.

                (c)     RELIANCE BY U.S. COLLATERAL AGENT. For purposes of
applying payments received in accordance with this SECTION 6.07, the U.S.
Collateral Agent shall be entitled to rely upon (i) the relevant Administrative
Agent under the Credit Agreement and (ii) the authorized representative (the
"REPRESENTATIVE") for the Derivatives Creditors for a determination (which the
relevant Administrative Agent, each Representative for any Derivatives Creditor
and the Finance Parties agree (or shall agree) to provide upon request of the
U.S. Collateral Agent) of the outstanding Senior Obligations, and Derivatives
Obligations owed to the Finance Parties, and shall have no liability to any
Credit Party or any other Finance Party for actions taken in reliance on such
information except in the case of its gross negligence or willful misconduct.
Unless it has actual knowledge (including by way of written notice from a
Derivatives Creditor) to the contrary, the U.S. Collateral Agent, in acting
hereunder, shall be entitled to assume that no Derivatives Agreements are in
existence. All distributions made by the U.S. Collateral Agent pursuant to this
Section shall be presumptively correct (except in the event of manifest error),
and the U.S. Collateral Agent shall have no duty to inquire as to the
application by the Finance Parties of any amounts distributed to them.

                (d)     DEFICIENCIES. It is understood that the Credit Parties
shall remain jointly and severally liable to the extent of any deficiency
between the amount of the proceeds of the Collateral and the amount of the
Finance Obligations.

                                      -21-


                                   ARTICLE VII
                            THE U.S. COLLATERAL AGENT

                SECTION 7.01     CONCERNING THE U.S. COLLATERAL AGENT. The
provisions of ARTICLE IX of the Credit Agreement shall inure to the benefit of
the U.S. Collateral Agent in respect of this Agreement and shall be binding upon
all Credit Parties and all Finance Parties and upon the parties hereto in such
respect. In furtherance and not in derogation of the rights, privileges and
immunities of the U.S. Collateral Agent therein set forth:

                        (i)      The U.S. Collateral Agent is authorized to take
        all such actions as are provided to be taken by it as U.S. Collateral
        Agent hereunder and all other action reasonably incidental thereto. As
        to any matters not expressly provided for herein (including, without
        limitation, the timing and methods of realization upon the Collateral),
        the U.S. Collateral Agent shall act or refrain from acting in accordance
        with written instructions from the Required Lenders or, in the absence
        of such instructions or provisions, in accordance with its discretion.

                        (ii)     The U.S. Collateral Agent shall not be
        responsible for the existence, genuineness or value of any of the
        Collateral or for the validity, perfection, priority or enforceability
        of the Security Interests in any of the Collateral, whether impaired by
        operation of Law or by reason of any action or omission to act on its
        part hereunder unless such action or omission constitutes gross
        negligence or willful misconduct. The U.S. Collateral Agent shall have
        no duty to ascertain or inquire as to the performance or observance of
        any of the terms of this Agreement by any Credit Party.

                SECTION 7.02     APPOINTMENT OF CO-COLLATERAL AGENT. At any time
or times, in order to comply with any legal requirement in any jurisdiction, the
U.S. Collateral Agent may appoint another bank or trust company or one or more
other persons, either to act as co-agent or co-agents, jointly with the U.S.
Collateral Agent, or to act as separate agent or agents on behalf of the Finance
Parties with such power and authority as may be necessary for the effectual
operation of the provisions hereof and may be specified in the instrument of
appointment (which may, in the discretion of the U.S. Collateral Agent, include
provisions for the protection of such co-agent or separate agent similar to the
provisions of SECTION 7.01).

                SECTION 7.03     APPOINTMENT OF SUB-AGENTS. The U.S. Collateral
Agent shall have the right to appoint one or more sub-agents for the purpose of
retaining physical possession of the Pledged Shares, Pledged LLC Interests,
Pledged Partnership Interests and Pledged Notes, which may be held (in the
discretion of the U.S. Collateral Agent) in the name of the relevant Credit
Party, indorsed or assigned in blank or in favor of the U.S. Collateral Agent or
any nominee or custodian of the U.S. Collateral Agent or a sub-agent appointed
by the U.S. Collateral Agent.

                                  ARTICLE VIII
                                  MISCELLANEOUS

                SECTION 8.01     NOTICES. (a) Unless otherwise expressly
provided herein, all notices and other communications provided for hereunder
shall be in writing (including by facsimile transmission) and mailed, faxed or
delivered, to the address, facsimile number or (subject to SUBSECTION (b) below)
electronic mail address specified for notices: (i) in the case of any Subsidiary
Guarantor, as set forth in SECTION 5.01 of the Guaranty; (ii) in the case of the
Borrowers, the Administrative Agents or any Lender, as specified in or pursuant
to SECTION 10.01 of the Credit Agreement; (iii) in the case of the U.S.
Collateral Agent, as set forth in the signature pages hereto; (iv) in the case
of any Derivatives Creditor as set forth in any applicable Derivatives
Agreement; or (v) in the case of any party, at such other address as

                                      -22-


shall be designated by such party in a notice to the U.S. Collateral Agent and
each other party hereto. All such notices and other communications shall be
deemed to be given or made upon the earlier to occur of: (i) actual receipt by
the intended recipient and (ii)(A) if delivered by hand or by courier, when
signed for by the intended recipient; (B) if delivered by mail, four Business
Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile
transmission, when sent and receipt has been confirmed by telephone; and (D) if
delivered by electronic mail (which form of delivery is subject to the
provisions of SUBSECTION (b) below), when delivered. Rejection or refusal to
accept, or the inability to deliver because of a changed address of which no
notice was given, shall not affect the validity of notice given in accordance
with this Section.

                (b)     Except as expressly provided herein or as may be agreed
by the Administrative Agents in their sole discretion, electronic mail and
internet and intranet websites may be used only to distribute routine
communications, such as financial statements and other information, and to
distribute Finance Documents for execution by the parties thereto, to distribute
executed Finance Documents in Adobe PDF format and may not be used for any other
purpose.

                SECTION 8.02     NO WAIVERS; NON-EXCLUSIVE REMEDIES. No failure
or delay on the part of the U.S. Collateral Agent or any Finance Party to
exercise, no course of dealing with respect to, and no delay in exercising, any
right, power or privilege under this Agreement or any other Finance Document or
any other document or agreement contemplated hereby or thereby and no course of
dealing between the U.S. Collateral Agent or any Finance Party and any of the
Credit Parties shall operate as a waiver thereof nor shall any single or partial
exercise of any such right, power or privilege hereunder or under any Finance
Document preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder. The rights and remedies
provided herein and in the other Finance Documents are cumulative and are not
exclusive of any other remedies provided by Law. Without limiting the foregoing,
nothing in this Agreement shall impair the right of any Finance Party to
exercise any right of set-off or counterclaim it may have and to apply the
amount subject to such exercise to the payment of indebtedness of any Credit
Party other than its indebtedness under the Finance Documents. Each Credit Party
agrees, to the fullest extent it may effectively do so under applicable Law,
that any holder of a participation in a Finance Obligation, whether or not
acquired pursuant to the terms of any applicable Finance Document, may exercise
rights of set-off or counterclaim or other rights with respect to such
participation as fully as if such holder of a participation were a direct
creditor of the Credit Party in the amount of such participation.

                SECTION 8.03     COMPENSATION AND EXPENSES OF THE U.S.
COLLATERAL AGENT; INDEMNIFICATION.

                (a)     EXPENSES. The Credit Parties, jointly and severally,
agree (i) to pay or reimburse the U.S. Collateral Agent for all out-of-pocket
costs and expenses incurred in connection with the preparation, negotiation and
execution of this Agreement and any amendment, waiver, consent or other
modification of the provisions hereof (whether or not the transactions
contemplated hereby are consummated), and the consummation of the transactions
contemplated hereby, including all fees, disbursements and other charges of
Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the U.S. Collateral
Agent and McCarthy Tetrault LLP, the Canadian counsel for the U.S. Collateral
Agent, (ii) to pay or reimburse the U.S. Collateral Agent and the other Finance
Parties for all taxes which the U.S. Collateral Agent or any Finance Party may
be required to pay by reason of the security interests granted in the Collateral
(including any applicable transfer taxes) or to free any of the Collateral from
the lien thereof and (iii) to pay or reimburse each Agent, any Representative of
one or more Derivatives Creditors and each other Finance Party for all
reasonable costs and expenses incurred in connection with the enforcement,
attempted enforcement or preservation of any rights and remedies under this
Agreement (including all such costs and expenses incurred during any "workout"
or restructuring in respect of the

                                      -23-


Finance Obligations and during any legal proceeding, including any proceeding
under any bankruptcy or insolvency proceeding), including all reasonable fees
and disbursements of counsel (including the allocated charges of internal
counsel). The foregoing costs and expenses shall include all search, filing,
recording, title insurance and appraisal charges and fees and taxes related
thereto, and other out-of-pocket expenses incurred by any Agent and the costs of
independent public accountants and other outside experts retained by or on
behalf of the Agents and the Finance Parties. The agreements in this SECTION
8.03(a) shall survive the termination of the Commitments and Derivatives
Agreements and repayment of all Finance Obligations.

                (b)     PROTECTION OF COLLATERAL. If any Credit Party fails to
comply with the provisions of any Finance Document, such that the value of any
Collateral or the validity, perfection, rank or value of any Security Interest
is thereby diminished or potentially diminished or put at risk, the U.S.
Collateral Agent may, but shall not be required to, effect such compliance on
behalf of such Credit Party, and the Credit Parties shall reimburse the U.S.
Collateral Agent for the costs thereof on demand. Any and all excise, property,
sales and use taxes imposed by any state, federal, provincial or local authority
on any of the Collateral, or in respect of periodic appraisals of the Collateral
(as permitted by the Credit Agreement), or in respect of the sale or other
disposition thereof shall be borne and paid by the Credit Parties. If any Credit
Party fails to promptly pay any portion thereof when due, the U.S. Collateral
Agent may, at its option, but shall not be required to, pay the same and charge
the Credit Parties' account therefor, and the Credit Parties agree to reimburse
the U.S. Collateral Agent therefor on demand. All sums so paid or incurred by
the U.S. Collateral Agent for any of the foregoing and any and all other sums
for which any Credit Party may become liable hereunder and all costs and
expenses (including attorneys' fees, legal expenses and court costs) reasonably
incurred by the U.S. Collateral Agent or any Finance Party in enforcing or
protecting the Security Interests or any of their rights or remedies under this
Agreement, shall, together with interest thereon until paid at the rate
applicable to Revolving Base Rate Loans plus 2%, be additional Finance
Obligations hereunder.

                (c)     INDEMNIFICATION. Whether or not the transactions
contemplated hereby or by the other Finance Documents are consummated, each
Credit Party, jointly and severally, agrees to indemnify, save and hold harmless
each Indemnitee from and against: (i) any and all claims, demands, actions or
causes of action that may at any time (including at any time following repayment
of the Finance Obligations and the resignation or removal of any Agent or
Representative or the replacement of any Lender) be asserted or imposed against
any Indemnitee, arising out of or in any way relating to or arising out of the
ownership, purchasing, delivery, control, acceptance, financing, possession,
sale, return or other disposition of the Collateral, the violation of the Laws
of any country, state or other governmental body or unit, or any tort or
contract claim; (ii) any administrative or investigative proceeding by any
Governmental Authority arising out of or related to a claim, demand, action or
cause of action described in CLAUSE (i) above; and (iii) any and all liabilities
(including liabilities under indemnities), losses, costs or expenses (including
fees and disbursements of counsel) that any Indemnitee suffers or incurs as a
result of the assertion of any foregoing claim, demand, action or cause of
action or proceeding, or as a result of the preparation of any defense in
connection with any foregoing claim, demand, action or cause of action or
proceeding, in all cases, and whether or not an Indemnitee is a party to such
claim, demand, action or cause of action, or proceeding; PROVIDED that no
Indemnitee shall be entitled to indemnification for any claim to the extent such
claim is determined by a court of competent jurisdiction in a final
non-appealable judgment to have been caused by its own gross negligence or
willful misconduct. In the case of an investigation, litigation or other
proceeding to which the indemnity in this SECTION 8.03(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by any Credit Party, its directors, shareholders or
creditors or an Indemnitee or any other Person or any Indemnitee is otherwise a
party thereto and whether or not the transactions contemplated hereby are
consummated. Without prejudice to the survival of any other agreement of the
Credit Parties hereunder and under the other Finance Documents, the agreements
and obligations of the Credit Parties contained in

                                      -24-


this SECTION 8.03(b) shall survive the repayment of the Loans, LC Obligations,
BA Reimbursement Obligations and other obligations under the Finance Documents
and the termination of the Commitments. Any amounts paid by any Indemnitee as to
which such Indemnitee has a right to reimbursement hereunder shall constitute
Finance Obligations.

                (d)     CONTRIBUTION. If and to the extent that the obligations
of any Credit Party under this SECTION 8.03 are unenforceable for any reason,
each Credit Party hereby agrees to make the maximum contribution to the payment
and satisfaction of such obligations which is permissible under applicable Law.

                SECTION 8.04     ENFORCEMENT. The Finance Parties agree that
this Agreement may be enforced only by the action of the U.S. Collateral Agent,
acting upon the instructions of the Required Lenders (or, after the date on
which all Senior Obligations have been paid in full and all Commitments with
respect thereto terminated, the holders of at least 51% of the outstanding
Derivatives Obligations) and that no other Finance Party shall have any right
individually to seek to enforce this Agreement or to realize upon the security
to be granted hereby, it being understood and agreed that such rights and
remedies may be exercised by the U.S. Collateral Agent or the holders of at
least 51% of the outstanding Derivatives Obligations, as the case may be, for
the benefit of the Finance Parties upon the terms of this Agreement and the
other Finance Documents.

                SECTION 8.05     AMENDMENTS AND WAIVERS. Any provision of this
Agreement may be amended, changed, discharged, terminated or waived if, but only
if, such amendment or waiver is in writing and is signed by each Credit Party
directly affected by such amendment, change, discharge, termination or waiver
(it being understood that the addition or release of any Credit Party hereunder
shall not constitute an amendment, change, discharge, termination or waiver
affecting any Credit Party other than the Credit Party so added or released) and
either (i) the U.S. Collateral Agent (with the consent of the Required Lenders
or, to the extent required by SECTION 10.03 of the Credit Agreement, all of the
Lenders), at all times prior to the time on which all Finance Obligations have
been paid in full and all Commitments with respect thereto have been terminated
or (ii) the holders of at least 51% of all Derivatives Obligations then
outstanding, at all times after the time at which the Finance Obligations have
been paid in full and all Commitments with respect thereto have been terminated;
PROVIDED, HOWEVER, that no such amendment, change, discharge, termination or
waiver shall be made to SECTION 6.07 hereof or this SECTION 8.05 without the
consent of each Finance Party adversely affected thereby; and PROVIDED, FURTHER,
that any amendment, change, discharge, termination or waiver adversely affecting
the rights and benefits of a single Class of Finance Parties (and not all
Finance Parties in a like or similar manner) shall require the written consent
of the Required Finance Parties of such Class of Finance Parties. For the
purposes of this SECTION 8.05, the term "Class" means each class of Finance
Parties, i.e., whether (x) the Senior Lenders, as holders of the Senior
Obligations, (y) the Derivatives Creditors, as holders of the Derivatives
Obligations. For the purposes of this SECTION 8.05, the term "Required Finance
Parties" of any Class means each of (x) with respect to the Senior Obligations,
the Required Lenders (as defined in the Credit Agreement) or (y) with respect to
the Derivatives Obligations, the holders of 51% of all Derivatives Obligations
outstanding from time to time.

                SECTION 8.06     SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon each of the parties hereto and inure to the benefit of the U.S.
Collateral Agent and the Finance Parties and their respective successors and
assigns. In the event of an assignment of all or any of the Finance Obligations,
the rights hereunder, to the extent applicable to the indebtedness so assigned,
may be transferred with such indebtedness. No Credit Party shall assign or
delegate any of its rights and duties hereunder without the prior written
consent of the Required Lenders or all of the Lenders as provided in Section
10.03 of the Credit Agreement.

                                      -25-


                SECTION 8.07     GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT
AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT
THAT REMEDIES PROVIDED BY THE LAWS OF ANY JURISDICTIONS OTHER THAN NEW YORK ARE
GOVERNED BY THE LAWS OF SUCH JURISDICTIONS.

                SECTION 8.08     LIMITATION OF LAW; SEVERABILITY.

                (a)     All rights, remedies and powers provided in this
Agreement may be exercised only to the extent that the exercise thereof does not
violate any applicable provision of Law, and all the provisions of this
Agreement are intended to be subject to all applicable mandatory provisions of
Law which may be controlling and be limited to the extent necessary so that they
will not render this Agreement invalid, unenforceable in whole or in part, or
not entitled to be recorded, registered or filed under the provisions of any
applicable Law.

                (b)     If any provision hereof is invalid or unenforceable in
any jurisdiction, then, to the fullest extent permitted by Law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in favor of the U.S. Collateral Agent and the
Finance Parties in order to carry out the intentions of the parties hereto as
nearly as may be possible and (ii) the invalidity or unenforceability of any
provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provisions in any other jurisdiction.

                SECTION 8.09     COUNTERPARTS; EFFECTIVENESS. This Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective with respect to each Credit
Party when the U.S. Collateral Agent shall receive counterparts hereof executed
by itself and such Credit Party; provided that, for greater certainty, this
Agreement shall become effective with respect to each of Eckerd Corporation,
Eckerd Fleet, Inc., EDC Drug Stores, Inc., EDC Licensing, Inc. Genovese Drug
Stores, Inc., Thrift Drug Inc. and Thrift Drug Services, Inc., notwithstanding
the fact that such Credit Parties shall be deemed to have executed the
counterpart of this Agreement at 11:59 p.m. on July 31, 2004, upon consummation
of the Acquisition.

                SECTION 8.10     ADDITIONAL CREDIT PARTIES. It is understood and
agreed that any Affiliate of the Borrower that is required by any Finance
Document to execute a counterpart of this Agreement after the date hereof shall
automatically become a Credit Party hereunder with the same force and effect as
if originally named as a Credit Party hereunder by executing an instrument of
accession or joinder satisfactory in form and substance to the U.S. Collateral
Agent and delivering the same to the U.S. Collateral Agent. Concurrently with
the execution and delivery of such instrument of accession or joinder, such
Affiliate shall take all such actions and deliver to the U.S. Collateral Agent
all such documents and agreements as such Affiliate would have been required to
deliver to the U.S. Collateral Agent on or prior to the date of this Agreement
had such Affiliate been a party hereto on the date of this Agreement. Such
additional materials shall include, among other things, supplements to SCHEDULES
I, II, III, IV and V hereto (which Schedules shall thereupon automatically be
amended and supplemented to include all information contained in such
supplements) such that, after giving effect to the accession or joinder of such
Affiliate, each of SCHEDULES I, II, III, IV and V hereto is true, complete and
correct with respect to such Affiliate as of the effective date of such
accession or joinder. The execution and delivery of any such instrument of
accession or joinder, and the amendment and supplementation of the Schedules
hereto as provided in the immediately preceding sentence, shall not require the
consent of any other

                                      -26-


Credit Party hereunder. The rights and obligations of each Credit Party
hereunder shall remain in full force and effect notwithstanding the addition of
any new Credit Party as a party to this Agreement.

                SECTION 8.11     TERMINATION; RELEASE OF CREDIT PARTIES.

                (a)     TERMINATION. Upon the full, final and irrevocable
payment and performance of all Finance Obligations, the cancellation or
expiration of all outstanding LC Obligations, BA Reimbursement Obligations and
Derivatives Agreements and the termination of all Commitments under the Finance
Documents, the Security Interests shall terminate and all rights to the
Collateral shall revert to the Credit Parties. In addition, at any time and from
time to time prior to such termination of the Security Interests, the U.S.
Collateral Agent may release any of the Collateral with the prior written
consent of the Required Lenders; PROVIDED that the release of all or
substantially all of the Collateral shall require the consent of all of the
Lenders. Upon any such termination of the Security Interests or release of
Collateral, the U.S. Collateral Agent will, upon request by and at the expense
of any Credit Party, execute and deliver to such Credit Party such documents as
such Credit Party shall reasonably request to evidence the termination of the
Security Interests or the release of such Collateral, as the case may be. Any
such documents shall be without recourse to or warranty by the U.S. Collateral
Agent or the Finance Parties. The U.S. Collateral Agent shall have no liability
whatsoever to any Finance Party as a result of any release of Collateral by it
as permitted by this SECTION 8.11. Upon any release of Collateral pursuant to
this SECTION 8.11, none of the Finance Parties shall have any continuing right
or interest in such Collateral or the Proceeds thereof.

                (b)     RELEASE OF CREDIT PARTIES. If any part of the Collateral
is sold or otherwise disposed of or liquidated in compliance with the
requirements of the Finance Documents (or such sale, other disposition or
liquidation has been approved in writing by those Finance Parties whose approval
is required by the applicable Finance Documents and the proceeds of such sale,
disposition or liquidation are applied in accordance with the provisions of the
Finance Documents, to the extent applicable, the U.S. Collateral Agent, at the
request and expense of such Credit Party, will duly release from the security
interest created hereby and assign, transfer and deliver to such Credit Party
(without recourse and without representation or warranty) such of the Collateral
as is then being (or has been) so sold, disposed of or liquidated as may be in
the possession or control of the U.S. Collateral Agent and has not theretofore
been released pursuant to this Agreement.

                SECTION 8.12     ENTIRE AGREEMENT. This Agreement and the other
Finance Documents and, in the case of the Derivatives Creditors, the Derivatives
Agreements, constitute the entire agreement and understanding among the parties
hereto and supersede any and all prior agreements and understandings, oral or
written, and any contemporaneous oral agreements and understandings relating to
the subject matter hereof and thereof.

                SECTION 8.13     CONFLICT.

                (a)     To the extent that there is a conflict or inconsistency
between any provision hereof, on the one hand, and any provision of the Credit
Agreement, on the other hand, the Credit Agreement shall control.

                (b)     The Credit Parties acknowledge that the Borrowers are,
concurrent with this Agreement, entering into the PPSA Security Agreement and
the Quebec Hypothec (together, the "CANADIAN SECURITY DOCUMENTS"); and the
Credit Parties further acknowledge and agree that, to the extent performance is
required under the Canadian Security Documents by a Credit Party and such
performance prevents such Credit Party from performing its obligations under
this Agreement, such Credit Party, to the

                                      -27-


extent its performance under the Canadian Security Documents is duly performed,
shall be deemed to have performed under this Agreement.

                            [Signature Pages Follow]

                                      -28-


        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first written above.


CREDIT PARTIES:               THE JEAN COUTU GROUP (PJC) INC.


                              By:
                                 ----------------------------------------
                                 Name:
                                 Title:


                                BROOKS PHARMACY, INC.
                                ECKERD CORPORATION
                                ECKERD FLEET, INC.
                                EDC DRUG STORES, INC.
                                EDC LICENSING, INC.
                                GENOVESE DRUG STORES, INC.
                                JCG HOLDINGS (USA), INC.
                                JEAN COUTU ACQUISITION ONE, INC.
                                JEAN COUTU ACQUISITION TWO, INC.
                                JEAN COUTU ACQUISITION THREE, INC.
                                MAXI DRUG NORTH, INC.
                                MAXI DRUG, INC.
                                MAXI GREEN INC.
                                MC WOONSOCKET, INC.
                                P.J.C. DISTRIBUTION, INC.
                                P.J.C. OF VERMONT INC.
                                P.J.C. REALTY CO., INC.
                                PJC LEASE HOLDINGS, INC.
                                PJC OF CRANSTON, INC.
                                PJC OF EAST PROVIDENCE, INC.
                                PJC OF MASSACHUSETTS, INC.
                                PJC OF RHODE ISLAND, INC.
                                PJC OF WEST WARWICK, INC.
                                PJC REALTY MA, INC.
                                PJC SPECIAL REALTY HOLDINGS, INC.
                                THE JEAN COUTU GROUP (PJC) USA, INC.
                                THRIFT DRUG, INC.
                                THRIFT DRUG SERVICES, INC.


                                By:
                                   --------------------------------------
                                 Michel Coutu, as President of each


[Signature page to
Pledge Agreement]

                                       S-1


                                PJC ARLINGTON REALTY LLC
                                PJC DORCHESTER REALTY LLC
                                PJC ESSEX REALTY LLC
                                PJC HAVERHILL REALTY LLC
                                PJC HYDE PARK REALTY LLC
                                PJC MANCHESTER REALTY LLC
                                PJC MANSFIELD REALTY LLC
                                PJC NEW LONDON REALTY LLC
                                PJC NORWICH REALTY LLC
                                PJC PETERBOROUGH REALTY LLC
                                PJC PROVIDENCE REALTY LLC
                                PJC REVERE REALTY LLC

                                By: PJC SPECIAL REALTY HOLDINGS, INC., a
                                    Delaware corporation, as Sole Member of each


                                    By:
                                       --------------------------------------
                                       Michel Coutu, as President


                                MAXI DRUG SOUTH, L.P.

                                By: MAXI DRUG, INC., a Delaware corporation, its
                                    General Partner


                                    By:
                                       --------------------------------------
                                       Michel Coutu, as President


                                PJC REALTY N.E. LLC
                                JEAN COUTU GROUP HOLDINGS (USA), LLC

                                By: THE JEAN COUTU GROUP (PJC) USA, INC., a
                                    Delaware corporation, its Sole Member


                                    By:
                                       --------------------------------------
                                       Michel Coutu, as President of each


                                SERVICES SECURIVOL INC.


                                By:
                                   --------------------------------------
                                   Name:
                                   Title:


[Signature page to
Pledge Agreement]

                                       S-2


                                RX INFORMATION CENTRE LTD.


                                By:
                                   --------------------------------------
                                   Name:
                                   Title:


                                PATERSON'S PHARMACIES LIMITED


                                By:
                                   --------------------------------------
                                   Name:
                                   Title:


                                3090671 NOVA SCOTIA COMPANY


                                By:
                                   --------------------------------------
                                   Name:
                                   Title:


                                3090672 NOVA SCOTIA COMPANY


                                By:
                                   --------------------------------------
                                   Name:
                                   Title:


COLLATERAL AGENT:               DEUTSCH BANK TRUST COMPANIES
                                AMERICAS,
                                   as U.S. Collateral Agent


                                By:
                                   --------------------------------------
                                   Name:
                                   Title:

                                60 Wall Street
                                New York, NY 10005
                                Attention: Mary Kay Coyle
                                Telecopier No.: (212) 797-5690


[Signature page to
Pledge Agreement]

                                       S-3

EX-10.7

                                                                    Exhibit 10.7

================================================================================


                            STOCK PURCHASE AGREEMENT

                                      among

                        THE JEAN COUTU GROUP (PJC) INC.,

                           J. C. PENNEY COMPANY, INC.

                                       and

                          TDI CONSOLIDATED CORPORATION

                            dated as of April 4, 2004


================================================================================



                                TABLE OF CONTENTS



                                                                                    PAGE
                                                                                   
ARTICLE I       PURCHASE AND SALE OF THE SHARES........................................1
     Section 1.1   Purchase and Sale of the Shares.....................................1
     Section 1.2   Unadjusted Purchase Price...........................................2
     Section 1.3   Estimated Purchase Price............................................2
     Section 1.4   Closing Working Capital Adjustment..................................2
     Section 1.5   Closing.............................................................4
     Section 1.6   Deliveries at the Closing...........................................4
     Section 1.7   Settlement of Intercompany Obligations..............................6
     Section 1.8   Adjustment for Settlement of Intercompany Obligations...............6

ARTICLE II      REPRESENTATIONS AND WARRANTIES OF THE PARENT
                AND THE SELLER.........................................................7
     Section 2.1   Representations and Warranties Regarding the Parent and the
                   Seller..............................................................7
     Section 2.2   Representations and Warranties Regarding the TDI Companies and
                   the TDI Subsidiaries................................................9

ARTICLE III     REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.......................22
     Section 3.1   Organization, Standing and Corporate Power.........................22
     Section 3.2   Authority; Noncontravention........................................22
     Section 3.3   Consents and Approvals.............................................23
     Section 3.4   Investment Intent..................................................23
     Section 3.5   Sophistication of the Purchaser....................................23
     Section 3.6   Brokers............................................................23
     Section 3.7   Financing..........................................................24

 ARTICLE IV     COVENANTS.............................................................24
     Section 4.1   Conduct of Business................................................24
     Section 4.2   Acquisition Proposals; Inconsistent Activities.....................27
     Section 4.3   Access to Information; Confidentiality.............................28
     Section 4.4   Reasonable Best Efforts; Regulatory Matters........................29
     Section 4.5   Public Announcements...............................................31
     Section 4.6   Tax Matters........................................................31
     Section 4.7   Employee Benefit Matters...........................................37
     Section 4.8   Internet-Related Matters...........................................40
     Section 4.9   Guarantees.........................................................40
     Section 4.10  Use of Intellectual Property.......................................41
     Section 4.11  Use of Penney Marks................................................41
     Section 4.12  Release of Indemnity Obligations...................................41
     Section 4.13  Further Action.....................................................41
     Section 4.14  Notice of Developments.............................................41
     Section 4.15  Confidentiality....................................................42
     Section 4.16  Asset Purchase Agreement...........................................42
     Section 4.17  Title and Survey Obligations.......................................43


                                        i


                                TABLE OF CONTENTS
                                   (continued)



                                                                                    PAGE
                                                                                   
     Section 4.18  Environmental Inspections..........................................43
     Section 4.19  Framework Agreement................................................43
     Section 4.20  Transition Services Agreement......................................44
     Section 4.21  Delivery of Additional Financial Statements .......................44
     Section 4.22  Real Property Commitments..........................................44
     Section 4.23  JEC Owned Real Property............................................44
     Section 4.24  Contractual Overpayments...........................................45
     Section 4.25  Orphan Entities....................................................45
     Section 4.26  IP Liens...........................................................45
     Section 4.27  JCP Owned Real Property............................................45
     Section 4.28  Intentional Breach of the Asset Purchase Agreement.................45
     Section 4.29  JCP Leased Real Property...........................................45
     Section 4.30  Trademarks.........................................................46
     Section 4.31  Domain Names.......................................................46

ARTICLE V       CONDITIONS PRECEDENT..................................................46
     Section 5.1   Conditions to Each Party's Obligation..............................46
     Section 5.2   Conditions to Obligations of the Parent and the Seller.............47
     Section 5.3   Conditions to Obligations of the Purchaser.........................47

ARTICLE VI      TERMINATION, AMENDMENT AND WAIVER.....................................48
     Section 6.1   Termination........................................................48
     Section 6.2   Effect of Termination..............................................49
     Section 6.3   Amendment..........................................................49
     Section 6.4   Extension; Waiver..................................................49

ARTICLE VII     INDEMNIFICATION.......................................................49
     Section 7.1   Indemnification by the Parent and the Seller.......................49
     Section 7.2   Indemnification by the Purchaser...................................50
     Section 7.3   Notice and Resolution of Claims....................................50
     Section 7.4   Limits on Indemnification..........................................51
     Section 7.5   Indemnity Payments.................................................52
     Section 7.6   Coordination With Tax Covenant.....................................52

ARTICLE VIII    MISCELLANEOUS.........................................................52
     Section 8.1   Reliance...........................................................52
     Section 8.2   Fees and Expenses..................................................53
     Section 8.3   Certain Definitions................................................53
     Section 8.4   Notices............................................................58
     Section 8.5   Interpretation.....................................................60
     Section 8.6   Entire Agreement; Third Party Beneficiaries........................60
     Section 8.7   Governing Law; Venue...............................................60
     Section 8.8   Assignment.........................................................61
     Section 8.9   Enforcement........................................................61
     Section 8.10  Severability.......................................................61


                                       ii



                                TABLE OF CONTENTS
                                   (continued)



                                                                                    PAGE
                                                                                   
     Section 8.11  Counterparts.......................................................61


                                       iii



                                    EXHIBITS

     Exhibit A     TDI Companies

     Exhibit B     Asset Purchase Agreement

     Exhibit C     Southern States

     Exhibit D-1   Transition Services Agreement - J. C. Penney Corporation,
                   Inc. and The Jean Coutu Group (PJC) Inc.

     Exhibit D-2   Transition Services Agreement - CVS Pharmacy, Inc., Eckerd
                   Corporation, Thrift Drug, Inc. and Genovese Drug Stores, Inc.

     Exhibit D-3   Transition Services Agreement - J. C. Penney Corporation,
                   Inc. and CVS Pharmacy, Inc.

     Exhibit E-l   Form of General Release and Discharge from each of the TDI
                   Companies and TDI Subsidiaries

     Exhibit E-2   Form of General Release and Discharge from the Parent

     Exhibit F     Framework Agreement

     Exhibit G     Executed Financing Commitment Letter

     Exhibit H     Subject Matter of Parent and Seller Legal Opinion

     Exhibit I     Southern Entities

     Exhibit J     TDI Subsidiaries

                                       iii


                            STOCK PURCHASE AGREEMENT

     This STOCK PURCHASE AGREEMENT, dated as of April 4, 2004 (this
"AGREEMENT"), is made and entered into among The Jean Coutu Group (PJC) Inc., a
Quebec corporation (the "PURCHASER"), J. C. Penney Company, Inc., a Delaware
corporation (the "PARENT"), and TDI Consolidated Corporation, a Delaware
corporation (the "SELLER").

                                    RECITALS:

     A.      The Seller owns all of the issued and outstanding shares (the
"SHARES") of the capital stock of the companies listed on EXHIBIT A hereto (the
"TDI COMPANIES").

     B.      The Seller, through the TDI Companies and their Subsidiaries, is
engaged in the business of owning and operating a chain of retail drugstores,
pharmacy benefit administration and management services, mail order pharmacy
services, specialty pharmacy and related businesses (the "BUSINESS").

     C.      On the date of this Agreement, the Parent, certain of the TDI
Companies and certain of their Subsidiaries have entered into an Asset Purchase
Agreement with CVS Corporation, a Delaware corporation ("CVS"), and CVS
Pharmacy, Inc., a Rhode Island Corporation (the "ASSET PURCHASER"), in
substantially the form attached hereto as EXHIBIT B (the "ASSET PURCHASE
AGREEMENT"), pursuant to which certain assets related to the operation of retail
drugstores conducted in the states listed on EXHIBIT C hereto and the assets
related to the operation of the pharmacy benefit administration and management
services, specialty biotech pharmacy services and mail order pharmacy services
businesses (as more particularly described therein, the "SOUTHERN BUSINESS") and
the capital stock of the Southern Entities will be transferred to, and certain
liabilities will be assumed by, the Asset Purchaser or one or more of its
affiliates with the result that the TDI Companies and TDI Subsidiaries will have
only those assets and liabilities that are not so transferred or assumed (the
"NORTHERN BUSINESS").

     D.      The Purchaser desires to purchase from the Seller, and the Seller
desires to sell to the Purchaser, all of the Shares, immediately after and
conditioned upon the consummation of the transactions contemplated by the Asset
Purchase Agreement.

     E.      Concurrently with the execution and delivery of this Agreement, the
Seller has delivered to the Purchaser a Disclosure Schedule, dated as of the
date of this Agreement (the "DISCLOSURE SCHEDULE").

     NOW, THEREFORE, in consideration of the representations, warranties and
covenants contained in this Agreement, the parties hereto hereby agree as
follows:

                                    ARTICLE I

                         PURCHASE AND SALE OF THE SHARES

     Section 1.1      PURCHASE AND SALE OF THE SHARES. Upon the terms and
subject to the conditions set forth in this Agreement, the Purchaser agrees to
purchase from the Seller at the Closing, and the Seller agrees to sell, assign,
transfer and deliver to the Purchaser at the Closing,



the Shares, free and clear of any lien, pledge, claim, restriction or other
encumbrance ("LIENS OR ENCUMBRANCES"), other than any Liens or Encumbrances
created by the Purchaser and any restrictions on the Purchaser's ability to
resell the Shares imposed by applicable securities Laws.

     Section 1.2      UNADJUSTED PURCHASE PRICE. The unadjusted purchase price
for the Shares shall be $2,375,000,000.00 in cash (the "UNADJUSTED PURCHASE
PRICE")

     Section 1.3      ESTIMATED PURCHASE PRICE.

     (a)     Not later than the third business day prior to the Closing Date,
the Parent and the Seller shall deliver to the Purchaser a statement (the
"ESTIMATED CLOSING WORKING CAPITAL STATEMENT") setting forth the Parent's and
the Seller's estimate of Closing Working Capital ("ESTIMATED CLOSING WORKING
CAPITAL") and the Parent's and the Seller's calculation thereof in reasonable
detail. The Estimated Closing Working Capital Statement shall be (i) prepared in
good faith and in accordance with United States generally accepted accounting
principles ("GAAP") using the accounting principles, methodologies, policies and
practices set forth in Section 1.3(a) of the Disclosure Schedule (the
"ACCOUNTING POLICIES") applied consistently with their application, in the
Carve-Out Special Purpose Financial Statements - Northern Operations and (ii)
determined in accordance with Section 1.4(a) as if it were the actual Closing
Working Capital but shall be based upon the Parent's and the Seller's review of
financial information then available to them.

     (b)     "ESTIMATED PURCHASE PRICE" shall mean a cash amount equal to the
Unadjusted Purchase Price plus or minus the amount by which Estimated Closing
Working Capital is greater or less, respectively, than $748,588,000.00.

     Section 1.4      CLOSING WORKING CAPITAL ADJUSTMENT.

     (a)     CLOSING DATE BALANCE SHEET. As promptly as practicable, and in any
event within ninety (90) calendar days after the Closing Date, the Purchaser
shall deliver or cause to be delivered to the Seller (i) a balance sheet of the
Northern Business as of and including the Closing Date (the "CLOSING DATE
BALANCE SHEET"), prepared using the Accounting Policies applied consistently
with their application in the Carve-Out Special Purpose Financial Statements -
Northern Operations and (ii) a statement setting forth the Purchaser's
calculation of Closing Working Capital (the "CLOSING WORKING CAPITAL
STATEMENT").

     (b)     REVIEW OF CLOSING DATE BALANCE SHEET. Within forty-five (45)
calendar days after the delivery to the Seller of the Closing Date Balance Sheet
and the Closing Working Capital Statement (the "SELLER REVIEW PERIOD"), the
Seller shall notify the Purchaser of its agreement or disagreement with the
Closing Date Balance Sheet and the Closing Working Capital Statement. If the
Seller in good faith disagrees with the Closing Date Balance Sheet and/or the
Purchaser's determination of Closing Working Capital based solely upon an
incorrect mathematical calculation or the Purchaser's failure to properly apply
the Accounting Policies, the Seller may deliver to the Purchaser, prior to the
expiration of the Seller Review Period, a notice (the "SELLER OBJECTION NOTICE")
setting forth in reasonable detail (i) the items or amounts with which the
Seller disagrees and the basis for such disagreement and (ii) the Seller's
proposed corrections to the Closing Date Balance Sheet and/or the Closing
Working Capital Statement (collectively, the

                                        2


"SELLER OBJECTION"). Despite the timely delivery of a Seller Objection Notice,
the Purchaser, on the one hand, and the Parent and the Seller on the other hand,
as applicable, shall make any and all payments as to amounts not in dispute
required by Section 1.4(e) prior to the resolution of the Seller Objection
pursuant to Section 1.4(c). If the Seller does not deliver a Seller Objection
Notice within the Seller Review Period, the Seller shall be deemed to agree in
all respects with the Closing Date Balance Sheet and the Closing Working Capital
Statement and the items and amounts reflected thereon shall be final and binding
upon the Purchaser, the Parent and the Seller.

     (c)     REVIEW BY ACCOUNTANTS. If a Seller Objection Notice is properly and
timely delivered and the Purchaser, the Parent and the Seller are unable to
resolve any disagreement between them with respect to the preparation of the
Closing Date Balance Sheet and/or the determination of Closing Working Capital
within thirty (30) days after delivery of a Seller Objection Notice, the
Purchaser, the Parent and the Seller shall cause PricewaterhouseCoopers LLP
(or, if they are unable or unwilling to serve, a firm of independent accountants
of nationally recognized standing reasonably satisfactory to the Purchaser, on
the one hand and the Parent and the Seller, on the other hand) (the
"ACCOUNTANTS"), to promptly review this Agreement and the disputed items or
amounts in the Closing Date Balance Sheet and/or the Closing Working Capital
Statement for the purpose of resolving such dispute. The Accountants shall
consider only those items or amounts in the Closing Date Balance Sheet and/or
the Closing Working Capital Statement as to which the Seller has, in the Seller
Objection Notice, disagreed and such other issues as may reasonably be affected
by the items as to which the Seller has so disagreed. The Accountants shall
deliver to the Purchaser, the Parent and the Seller, as promptly as practicable,
but no later than sixty (60) calendar days after the Accountants are engaged, a
written report setting forth their resolution and, if applicable, their
calculation of the disputed items or amounts. If the disputed items and amounts
relate to the determination of Closing Working Capital, in no event shall the
Accountants' determination result in Closing Working Capital that is greater
than that set forth in the Seller Objection Notice or less than that set forth
in the Closing Working Capital Statement. The parties shall promptly comply with
all reasonable requests by the Accountants for information, books, records and
similar items. Upon delivery of the Accountants' report, such report and the
calculations set forth therein shall be final and binding upon the Purchaser,
the Parent and the Seller absent manifest error. The cost of such review and
report shall be allocated between the parties in the same proportion that the
aggregate amount of the disputed items submitted to the Accountants that is
unsuccessfully disputed by such party (as finally determined by the Accountants)
bears to the total amount of the disputed items so submitted.

     (d)     COOPERATION. Each of the Purchaser, on the one hand, and the Parent
and the Seller, on the other hand, shall cooperate and assist each other in the
preparation of the Closing Date Balance Sheet and the Closing Working Capital
Statement and in the conduct of the reviews referred to in this Section 1.4 and
the Purchaser shall cooperate and assist the Parent and the Seller in the review
of the Closing Date Balance Sheet and Closing Working Capital Statement
described in the Asset Purchase Agreement, including (i) the Purchaser making
reasonably available the books, records, work papers and personnel of the TDI
Companies and of the TDI Subsidiaries and (ii) the Parent and the Seller making
reasonably available the books and records of the Parent (as they relate to the
Business) and of the Seller.

                                        3


     (e)     FINAL PAYMENT. Within three (3) business days after the calculation
of Closing Working Capital becoming final pursuant to Section 1.4(b) or Section
1.4(c), as applicable, (i) the Purchaser shall pay to the Seller, by wire
transfer of immediately available funds to an account designated by the Seller,
an amount equal to the amount, if any, by which Closing Working Capital (as
finally determined pursuant to Section 1.4(b) or Section 1.4(c), as applicable)
exceeds Estimated Closing Working Capital, together with interest thereon at the
Applicable Rate from and including the Closing Date to, but excluding, the date
of such payment, or (ii) the Seller shall pay to the Purchaser, by wire transfer
of immediately available funds to an account designated by the Purchaser, an
amount equal to the amount, if any, by which Estimated Closing Working Capital
exceeds Closing Working Capital (as finally determined pursuant to Section
1.4(b) or Section 1.4(c), as applicable), together with interest thereon at the
Applicable Rate from and including the Closing Date to, but excluding, the date
of such payment.

     Section 1.5      CLOSING. Unless this Agreement shall have been terminated
and the transactions contemplated hereby shall have been abandoned pursuant to
Article VI, and subject to the satisfaction or waiver of all of the conditions
set forth in Article V, the closing of the purchase and sale of the Shares
hereunder (the "CLOSING") will take place as soon as practicable, but in no
event later than 10:00 a.m., Dallas time, on the fifth business day (the
"CLOSING DATE") following satisfaction or waiver of all of the conditions set
forth in Article V, other than those conditions that by their nature are to be
satisfied at the Closing (which includes the condition set forth in Section
5.1(c)), but subject to the fulfillment or waiver of those conditions, at the
offices of Jones Day, Dallas, Texas, unless another date, time or place is
agreed to in writing by the parties hereto.

     Section 1.6      DELIVERIES AT THE CLOSING.

     (a)     DELIVERIES BY THE PURCHASER. At the Closing, the Purchaser shall
deliver to the Seller:

             (i)      the Estimated Purchase Price, as adjusted pursuant to
Section 1.8, by wire transfer of immediately available funds to an account
designated by the Seller;

             (ii)     a certificate of the Purchaser, dated the Closing Date and
signed by an authorized officer of the Purchaser, certifying that the conditions
set forth in Section 5.2(a) have been satisfied;

             (iii)    executed counterparts to (A) the Transition Services
Agreement between J. C. Penney Corporation, Inc., a Delaware corporation
("JCP"), and the Purchaser in substantially the form attached hereto as EXHIBIT
D-1 and (B) the Transition Services Agreement between the TDI Companies and the
Asset Purchaser in substantially the form attached hereto as EXHIBIT D-2;

             (iv)     the general release and discharge from each of the TDI
Companies and each of the TDI Subsidiaries referred to in Section 4.12 in
substantially the form attached hereto as EXHIBIT E-1;

             (v)      a receipt for the Shares; and

                                        4


             (vi)     executed counterparts to the Framework Agreement between
the Purchaser, the Asset Purchaser, CVS as guarantor and Brooks Pharmacy, Inc.,
a Rhode Island corporation ("BROOKS"), as guarantor in substantially the form
attached hereto as EXHIBIT F.

     (b)     DELIVERIES BY THE PARENT AND THE SELLER. At the Closing, the Parent
and the Seller shall deliver to the Purchaser:

             (i)      certificates representing the Shares, duly endorsed in
blank for transfer or accompanied by stock powers duly endorsed in blank;

             (ii)     a certificate of the Parent and the Seller, dated the
Closing Date and signed by an authorized officer of the Parent and the Seller,
respectively, certifying that the conditions set forth in Section 5.3(a) have
been satisfied;

             (iii)    a true and complete copy, certified by the Secretary or
an Assistant Secretary of each of the Parent and the Seller, of the resolutions
duly and validly adopted by the Boards of Directors of each of the Parent and
the Seller evidencing their respective authorization of the execution and
delivery of this Agreement and the consummation of the transactions contemplated
herein;

             (iv)     a copy of (i) the certificates of in corporation, as
amended (or similar organizational documents), of each TDI Company and of each
TDI Subsidiary, certified by the Secretary of State of the jurisdiction in which
each such entity is incorporated or organized, as of a date not earlier than
fifteen (15) business days prior to the Closing Date and accompanied by a
certificate of the Secretary or Assistant Secretary of each such entity, dated
as of the Closing Date, stating that no amendments have been made to such
certificate of incorporation (or similar organizational documents) since such
date, and (ii) the bylaws (or similar organizational documents) of each TDI
Company and of each TDI Subsidiary, certified by the Secretary or Assistant
Secretary of each such entity;

             (v)      certificates of existence for each TDI Company and for
each TDI Subsidiary from the Secretary of State of the jurisdiction in which
such entity is incorporated or organized as of a date not earlier than fifteen
(15) business days prior to the Closing Date and accompanied by bring down
certificates from the Secretary of State of Delaware for the TDI Companies dated
as of the Closing Date;

             (vi)     the general release and discharge from the Parent referred
to in Section 4.12 in substantially the form attached hereto as EXHIBIT E-2;

             (vii)    a certificate from the Seller (which complies with Section
1445 of the Internal Revenue Code of 1986, as amended (the "CODE")) of
non-foreign status executed in accordance with the provisions of the Foreign
Investment in Real Property Tax Act for the properties listed on Section
2.2(m)(i)(A) and 2.2(m)(i)(B) of the Disclosure Schedule;

             (viii)   executed counterparts to (A) the Transition Services
Agreement between JCP and the Purchaser in substantially the form attached
hereto as EXHIBIT D-1 and (B) the Transition Services Agreement between JCP and
the Asset Purchaser in substantially the form

                                        5


attached hereto as EXHIBIT D-3 (together with the Transition Services Agreement
referenced in Section 1.6(a)(iii)(B), collectively, the "TRANSITION SERVICES
AGREEMENTS");

             (ix)     a receipt for the Estimated Purchase Price;

             (x)      the opinion of Jones Day, counsel to the Parent and the
Seller, addressed to the Purchaser and dated the Closing Date, addressing the
matters set forth in EXHIBIT H and subject to customary assumptions and
qualifications;

             (xi)     the opinion of Richards, Layton & Finger, P.A., Delaware
counsel to the Parent and the Seller, addressed to the Purchaser and dated the
Closing Date, as to certain matters of Delaware law in substantially the form
agreed to prior to the date of this Agreement by the Parent and the Purchaser;
and

             (xii)    written resignations, effective as of the Closing, or
evidence of the prior resignation or removal, of the individuals listed in
Section 1.6(b)(xiii) of the Disclosure Schedule and any other Person who is not
a TDI Employee from all of their positions as directors and/or officers of the
TDI Companies and/or any of the TDI Subsidiaries.

     Section 1.7      SETTLEMENT OF INTERCOMPANY OBLIGATIONS. Notwithstanding
anything to the contrary contained in this Agreement, to the extent the
Intercompany Obligations have not been paid prior to Closing, then (i)
immediately prior to the Closing the Parent and the Seller shall, and shall
cause the TDI Companies and the TDI Subsidiaries to, pay, cancel, contribute or
forgive, or cause to be paid, cancelled, contributed or forgiven, all
Intercompany Obligations other than outstanding principal and interest under the
Intercompany Loan and (ii) immediately following the Closing the Purchaser shall
cause the TDI Companies and the TDI Subsidiaries to pay all outstanding
principal and interest under the Intercompany Loan (as calculated two (2)
business days prior to Closing), with the result that immediately thereafter
there shall be no Intercompany Obligations. For purposes of this Agreement, the
term "INTERCOMPANY OBLIGATIONS" means all intercompany loans, advances, payables
and receivables (other than trade payables and trade receivables) between the
TDI Companies or any of the TDI Subsidiaries, on the one hand, and the Parent,
the Seller and any of their affiliates (other than the TDI Companies or the TDI
Subsidiaries), on the other hand, which were made or arose out of transactions
occurring on or prior to the Closing; provided, however, that Intercompany
Obligations shall not include any intercompany loans, advances, payables and
receivables in respect of combined, consolidated or unitary Income Taxes.

     Section 1.8      ADJUSTMENT FOR SETTLEMENT OF INTERCOMPANY OBLIGATIONS.
The amount of outstanding principal and interest under the Intercompany Loan
paid following the Closing under Section 1.7 shall be deducted from the amount
of funds required to be delivered by the Purchaser pursuant to Section
1.6(a)(i).

                                        6


                                   ARTICLE II

           REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SELLER

     Each of the Parent and the Seller hereby jointly and severally represents
and warrants to the Purchaser as of the date of this Agreement and as of the
Closing Date (except for those representations and warranties made as of a
specific time or date) as follows:

     Section 2.1      REPRESENTATIONS AND WARRANTIES REGARDING THE PARENT AND
THE SELLER.

     (a)     ORGANIZATION, STANDING AND CORPORATE POWER. Each of the Parent and
the Seller is duly organized, validly existing and in good standing as a
corporation under the laws of the State of Delaware and has the requisite
corporate power and authority to carry on its business as now being conducted.
Each of the Parent and the Seller is duly qualified or licensed to do business
and is in good standing in each jurisdiction in which the nature of its business
or the ownership or leasing of its properties makes such qualification or
licensing necessary, other than in such jurisdictions where the failure to be so
qualified or licensed would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.

     (b)     AUTHORITY OF SELLER; NONCONTRAVENTION. The Seller has the requisite
corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by the Seller and the consummation by the Seller of the transactions
contemplated hereby have been duly authorized by all necessary corporate and
stockholder action on the part of the Seller. This Agreement has been duly
executed and delivered by the Seller and, assuming that this Agreement
constitutes a valid and binding obligation of the Purchaser, constitutes a valid
and binding obligation of the Seller, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar Laws affecting creditors' rights and
remedies generally and to general principles of equity. The execution and
delivery of this Agreement do not, and the consummation of the transactions
contemplated hereby and compliance with the provisions hereof will not, (i)
conflict with any of the provisions of the certificate of incorporation or
bylaws of the Seller, in each case as amended to the date of this Agreement or
the Closing Date, as applicable, (ii) subject to the governmental filings and
other matters referred to in Section 2.1(d) and except for matters arising
solely as a result of the consummation or anticipated consummation of the
transactions contemplated hereby, by the Asset Purchase Agreement or by the
Ancillary Agreements (as defined in the Asset Purchase Agreement) with respect
to leases and the Assigned Contracts (as defined in the Asset Purchase
Agreement), conflict with, result in a breach of or default under (with or
without notice or lapse of time, or both) any contract, agreement, indenture,
mortgage, deed of trust, lease or other instrument to which the Seller is a
party or by which the Seller or any of its assets is bound or subject, or (iii)
subject to the governmental filings and other matters referred to in Section
2.1(d), contravene any domestic or foreign Law, rule or regulation or any order,
writ, judgment, injunction, decree, determination or award currently in effect,
which, in the case of clauses (ii) and (iii) above would reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect.

                                        7


     (c)     AUTHORITY OF PARENT; NONCONTRAVENTION. The Parent has the
requisite corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement by the Parent and the consummation by the Parent of the
transactions contemplated hereby have been duly authorized by all necessary
corporate and stockholder action on the part of the Parent. This Agreement has
been duly executed and delivered by the Parent and, assuming that this Agreement
constitutes a valid and binding obligation of the Purchaser, constitutes a valid
and binding obligation of the Parent, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar Laws affecting creditors' rights and
remedies generally and to general principles of equity. The execution and
delivery of this Agreement do not, and the consummation of the transactions
contemplated hereby and compliance with the provisions hereof will not, (i)
conflict with any of the provisions of the certificate of incorporation or
bylaws of the Parent, in each case as amended to the date of this Agreement or
the Closing Date, as applicable, (ii) subject to the governmental filings and
other matters referred to in Section 2.1(d) and except for matters arising
solely as a result of the consummation or anticipated consummation of the
transactions contemplated hereby, by the Asset Purchase Agreement or by the
Ancillary Agreements (as defined in the Asset Purchase Agreement) with respect
to leases and the Assumed Contracts (as defined in the Asset Purchase
Agreement), conflict with, result in a breach of or default under (with or
without notice or lapse of time, or both) any contract, agreement, indenture,
mortgage, deed of trust, lease or other instrument to which the Parent is a
party or by which the Parent or any of its assets is bound or subject, or (iii)
subject to the governmental filings and other matters referred to in Section
2.1(d), contravene any domestic or foreign Law or any order, writ, judgment,
injunction, decree, determination or award currently in effect, which, in the
case of clauses (ii) and (iii) above would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

     (d)     CONSENTS AND APPROVALS. No consent, approval or authorization of,
or declaration, registration or filing with, or notice to, any domestic
(including any federal, state or local) or foreign governmental agency or
regulatory authority (a "GOVERNMENTAL ENTITY") which has not been received or
made, is required by or with respect to the Seller or the Parent in connection
with the execution and delivery of this Agreement by the Parent or the Seller or
the consummation by the Parent and the Seller of the transactions contemplated
hereby except for (i) compliance with the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR ACT"), (ii) any reports required
to be filed with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), (iii) any
required state "blue-sky" notices or filings, (iv) applicable Food and Drug
Administration, Drug Enforcement Administration ("DEA"), Medicare/Medicaid,
state boards of pharmacy and governmental controlled substances, durable medical
equipment and liquor authorities approvals (the "PHARMACY APPROVALS"), and (v)
any other consents, approvals, authorizations, filings or notices which, if not
made or obtained, would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.

     (e)     TITLE TO SHARES. The sale and delivery of the Shares as
contemplated by this Agreement are not subject to any preemptive right, right of
first refusal or other right or restriction. Upon the delivery of the Shares as
provided in Section 1.6(b)(i), the Purchaser will acquire record and beneficial
ownership of the Shares, free and clear of any Lien or

                                        8


Encumbrance (other than any Liens or Encumbrances created by the Purchaser and
restrictions on the Purchaser's ability to resell the Shares imposed by
applicable securities Laws).

     (f)     SEC DOCUMENTS. The Parent has filed all reports, schedules, forms,
statements and other documents required to be filed by it with the SEC since
January 26, 2002 (the "PARENT SEC DOCUMENTS"). As of its respective date, each
Parent SEC Document complied as to form in all material respects with the
requirements of the Exchange Act or the Securities Act of 1933, as amended (the
"SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC
promulgated thereunder applicable to such Parent SEC Document. As of its
respective date, no Parent SEC Documents contained any untrue statement of
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. As of the date of this
Agreement and as of the Closing, each of the principal executive officer of the
Parent and the principal financial officer of the Parent knows of no reason why
a certificate could not be delivered in respect of the Parent as to Sections 302
and 906 of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the
SEC promulgated thereunder. For purposes of the preceding sentence, "principal
executive officer" and "principal financial officer" shall have the meanings
given to such terms under the Sarbanes-Oxley Act of 2002.

     Section 2.2      REPRESENTATIONS AND WARRANTIES REGARDING THE TDI COMPANIES
AND THE TDI SUBSIDIARIES.

     (a)     ORGANIZATION, STANDING AND CORPORATE POWER.

             (i)      Each of the TDI Companies and each of the TDI Subsidiaries
is duly organized, validly existing and in good standing as a corporation under
the laws of the jurisdiction in which it was incorporated and has the requisite
corporate power and authority to carry on its business as now being conducted.
Each of the TDI Companies and each of the TDI Subsidiaries is duly qualified or
licensed to do business and is in good standing in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties makes
such qualification or licensing necessary (each of which is set forth in Section
2.2(a)(i) of the Disclosure Schedule), other than in such jurisdictions where
the failure to be so qualified or licensed would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

             (ii)     The Seller conducts its retail drugstore operations
through the TDI Companies and the TDI Subsidiaries and in the jurisdictions set
forth in Section 2.2(a)(ii) of the Disclosure Schedule (collectively, the
"DRUGSTORE SUBSIDIARIES"). Each of the Drugstore Subsidiaries is duly licensed
or authorized to carry on its business as now being conducted in each
jurisdiction in which the nature of its business makes such licensing or
authorization necessary, other than in such jurisdictions where the failure to
be so licensed or authorized would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

     (b)     NONCONTRAVENTION. The execution and delivery of this Agreement do
not, and the consummation of the transactions contemplated hereby and compliance
with the provisions hereof will not, (i) conflict with any of the provisions of
the certificate of incorporation or bylaws (or similar governing documents) of
any of the TDI Companies or the TDI Subsidiaries,

                                        9


in each case as amended to the date of this Agreement, (ii) subject to the
governmental filings and other matters referred to in Section 2.2(c) and except
for matters arising solely as a result of the consummation or anticipated
consummation of the transactions contemplated hereby, by the Asset Purchase
Agreement or by the Ancillary Agreements (as defined in the Asset Purchase
Agreement) with respect to leases and the Assigned Contracts (as defined in the
Asset Purchase Agreement), conflict with, result in a breach of or default under
(with or without notice or lapse of time, or both) any contract, agreement,
indenture, mortgage, deed of trust, lease or other instrument to which any TDI
Company or TDI Subsidiary is a party or by which any TDI Company or TDI
Subsidiary or any of their respective assets is bound or subject, or (iii)
subject to the governmental filings and other matters referred to in Section
2.2(c), contravene any domestic or foreign Law or any order, writ, judgment,
injunction, decree, determination or award currently in effect, which, in the
case of clauses (ii) and (iii) above, would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

     (c)     CONSENTS AND APPROVALS. No consent, approval or authorization of,
or declaration, registration or filing with, or notice to, any Governmental
Entity which has not been received or made is required by or with respect to the
TDI Companies or the TDI Subsidiaries in connection with the execution and
delivery of this Agreement by the Parent or the Seller or the consummation by
the Parent and the Seller of the transactions contemplated hereby, except for
(i) compliance with the HSR Act, (ii) any required state "blue sky" notices or
filings, (iii) any reports required to be filed with the SEC under the Exchange
Act, (iv) applicable Pharmacy Approvals, and (v) any other consents, approvals,
authorizations, filings or notices which, if not made or obtained, would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

     (d)     CAPITALIZATION. Section 2.2(d)(i) of the Disclosure Schedule sets
forth a true and complete list of the designations and numbers of authorized and
outstanding shares of capital stock of each of the TDI Companies and each of the
TDI Subsidiaries, together with the name of the holder of record of such shares.
Except for the securities set forth in Section 2.2(d)(i) of the Disclosure
Schedule, none of the TDI Companies or TDI Subsidiaries has issued any capital
stock or other equity securities. All of the outstanding capital stock of each
of the TDI Companies and each of the TDI Subsidiaries was duly authorized and
validly issued and is fully paid and nonassessable. There are no subscriptions,
options, warrants, convertible securities, calls, preemptive rights or other
rights of any kind to issue, sell, purchase or otherwise receive (upon
conversion, exchange or otherwise) any capital stock or other equity securities
of the TDI Companies or the TDI Subsidiaries. Except as set forth in Section
2.2(d)(ii) of the Disclosure Schedule, there are no outstanding contractual
obligations of the TDI Companies or TDI Subsidiaries to make any investment (in
the form of a loan, capital contribution or otherwise) in any other Person other
than in another TDI Company or TDI Subsidiary. All of the outstanding capital
stock of the TDI Companies is owned, directly or indirectly, by the Seller, and
all of the outstanding capital stock of each TDI Subsidiary is owned by one of
the TDI Companies or another TDI Subsidiary, in each case free and clear of any
Lien or Encumbrance (other than any restrictions on the ability to sell the
Shares imposed by applicable securities Laws). There are no voting trusts,
stockholder agreements, proxies or other agreements or understandings in effect
with respect to the voting or transfer of any of the Shares.

                                       10


     (e)     OWNERSHIP OF OTHER ENTITIES. Except as set forth in Section 2.2(e)
of the Disclosure Schedule and except for the TDI Subsidiaries, none of the TDI
Companies nor any of the TDI Subsidiaries owns, directly or indirectly, any
capital stock or other equity securities of any corporation, partnership,
limited liability company or other organized business entity.

     (f)     FINANCIAL STATEMENTS. Section 2.2(f) of the Disclosure Schedule
sets forth the audited consolidated balance sheets of the Seller as of January
26, 2002, January 25, 2003, and January 31, 2004, and the related audited
consolidated statements of operations and cash flows of the Seller for the
periods then ended (collectively, with the related notes, the "FINANCIAL
STATEMENTS"). The Financial Statements (i) present fairly in all material
respects the consolidated financial position of the Seller as of the dates
thereof and the consolidated results of operations and cash flows of the Seller
for the periods then ended, (ii) were prepared in accordance with the books of
account and other financial records of the Seller and its Subsidiaries, (iii)
have been prepared in accordance with GAAP applied on a basis consistent with
the past practices of the Seller and (iv) include all adjustments (consisting
only of normal recurring accruals) that are necessary for a fair presentation of
the consolidated financial condition and results of operations of the Seller as
of the dates thereof or for the periods covered thereby. The Carve-Out Special
Purpose Financial Statements - Northern Operations, when delivered by or on
behalf of the Parent, will (i) present fairly in all material respects the
consolidated financial position of the Northern Business as of the date thereof
and the consolidated results of operations and cash flows of the Northern
Business for the period then ended, (ii) have been prepared in accordance with
the books of account and other financial records of the Seller, the TDI
Companies and the TDI Subsidiaries, (iii) have been prepared in accordance with
GAAP and the accounting policies and practices used in the preparation of the
Financial Statements and (iv) include all adjustments (consisting only of normal
recurring accruals) that are necessary for a fair presentation of the financial
condition of the Northern Business and the results of the operations of the
Northern Business as of the date thereof or for the period covered thereby.

     The books of account and other financial records of the Seller, the TDI
Companies and the TDI Subsidiaries: (i) reflect all material items of income and
expense and all material assets and Liabilities required to be reflected therein
in accordance with GAAP applied on a basis consistent with the past practices of
the Seller, the TDI Companies and the TDI Subsidiaries, respectively, (ii) are
in all material respects complete and correct, and do not contain or reflect any
material inaccuracies or discrepancies and (iii) have been maintained in
accordance with good business and accounting practices. "LIABILITIES" means any
and all debts, liabilities and obligations, whether accrued or fixed, absolute
or contingent or matured or unmatured including those arising under any Law and
those arising under any contract, agreement, arrangement, commitment or
undertaking.

     The minute books of the Seller, the TDI Companies and the TDI Subsidiaries
contain accurate records of all meetings, accurately reflect all other actions
taken by the stockholders, Boards of Directors and all committees of the Boards
of Directors of the Seller, the TDI Companies and the TDI Subsidiaries, except
for inaccuracies which do not and would not reasonably be expected to have a
Material Adverse Effect and have been maintained in accordance with such
entity's respective certificate of incorporation and bylaws (or similar

                                       11


organizational documents) except as would not reasonably be expected to have a
Material Adverse Effect.

     (g)     NO UNDISCLOSED LIABILITIES. Neither the Seller nor any TDI Company
nor any TDI Subsidiary has any Liabilities except for (i) Liabilities set forth
in Section 2.2(g) of the Disclosure Schedule, (ii) Liabilities that are
reflected, or for which reserves were established, on the unaudited consolidated
balance sheet of the Seller as of the Balance Sheet Date, (iii) Liabilities that
would not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect, (iv) Liabilities arising under this Agreement, and (v)
Liabilities assumed by the Asset Purchaser pursuant to the Asset Purchase
Agreement.

     (h)     CONDUCT OF THE BUSINESS; NO MATERIAL ADVERSE CHANGE. Except as set
forth in Section 2.2(h) of the Disclosure Schedule and for matters arising out
of or relating to this Agreement and the Asset Purchase Agreement and the
transactions contemplated hereby and thereby, from the Balance Sheet Date to the
date of this Agreement, (i) each of the TDI Companies and the TDI Subsidiaries
has conducted its respective business in the ordinary course, (ii) none of the
TDI Companies or the TDI Subsidiaries has taken any action which would have
constituted a violation of Sections 4.1(a)-(c) or Sections 4.1(e)-4.1(o), if
such sections had applied since the Balance Sheet Date, (iii) none of the TDI
Companies or the TDI Subsidiaries has acquired, made any investment in or made a
capital contribution to any Person, other than a TDI Company or a TDI
Subsidiary, in an amount in excess of $3,000,000.00, and (iv) there has not been
any change, event or occurrence which would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

     (i)     COMPLIANCE WITH LAWS; PERMITS. The TDI Companies and the TDI
Subsidiaries are in compliance with all applicable Laws of any Governmental
Entity, except for any non-compliance which would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect. The TDI
Companies and the TDI Subsidiaries hold all approvals, authorizations,
certificates, licenses and permits of Governmental Entities ("PERMITS")
necessary for the TDI Companies and the TDI Subsidiaries to own, lease and
operate their respective properties and assets and to carry on their respective
businesses as currently conducted, and no default exists under any such Permit,
except where the failure to hold any such Permit or the existence of any such
default would not be reasonably expected to have, individually or in the
aggregate, a Material Adverse Effect.

     (j)     LITIGATION. Except as set forth in Section 2.2(j) to the
Disclosure Schedule, and for (i) claims under workers' compensation laws, (ii)
routine claims for employee benefits, and (iii) claims that would not reasonably
be expected to result in a liability of more than $500,000.00 in money damages
alone in respect of any single claim or series of related claims arising out of
a single event or condition, there are no actions, orders, writs, charges of
discrimination, injunctions, judgments, decrees, lawsuits or administrative or
other legal proceedings before any court, arbitral forum, or Governmental Entity
(other than claims in respect of Taxes) ("LEGAL PROCEEDINGS") pending or, to the
knowledge of the Seller, threatened against any of the Parent (with respect to
the Business), the TDI Companies or the TDI Subsidiaries. None of such matters
would reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect. None of the Seller, the TDI Companies, the TDI
Subsidiaries or any of their respective assets or properties is subject to any
Governmental Order

                                       12


(nor, to the knowledge of the Seller, are there any such Governmental Orders
threatened to be imposed by any Governmental Entity) which currently has or
would reasonably be expected to have a Material Adverse Effect. None of the TDI
Companies or TDI Subsidiaries is in default under the terms of any judgment,
order or decree of any Governmental Entity, except for any such defaults which
would not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.

     (k)     COLLECTIVE BARGAINING; LABOR MATTERS. Except as set forth in
Section 2.2(k)(i) of the Disclosure Schedule, as of the date of this Agreement,
no TDI Company or TDI Subsidiary is a party to any collective bargaining
agreement or other labor union contract, and to the knowledge of the Seller,
there are no organizational campaigns, petitions or other unionization
activities seeking recognition of a collective bargaining unit with respect to
the TDI Employees. Except as set forth in Section 2.2(k)(ii) of the Disclosure
Schedule or as would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, (i) there are no labor related
controversies, strikes or work stoppages pending or, to the knowledge of the
Seller, threatened, between any TDI Company or any TDI Subsidiary and any of the
TDI Employees and no TDI Company nor any TDI Subsidiary has experienced any such
labor related controversy, strike, slowdown or work stoppage within the past
three years; (ii) there are no unfair labor practice complaints pending against
any TDI Company or any TDI Subsidiary before any Governmental Entity or any
current union representation questions involving TDI Employees; and (iii) no TDI
Company or TDI Subsidiary is a party to, or otherwise bound by, any consent
decree with, or citation by, any Governmental Entity relating to employees or
employment practices.

     Section 2.2(k)(iii) of the Disclosure Schedule lists the name, place of
employment, the current annual salary rates, bonuses, the date of employment and
a description of the position and job function of each current salaried
employee, officer, director, consultant or agent of the Seller, any TDI Company
or any TDI Subsidiary whose annual compensation exceeded in any of the past four
years (or, in 2004, is expected to exceed) $260,000.00, and any deferred or
contingent compensation, pension, accrued vacation, "golden parachute" and other
like benefits paid or payable (in cash or otherwise) for such persons, other
than any such benefits for which the Parent or one of its post-Closing
affiliates has retained or assumed Liability under Section 4.7.

     (l)     TANGIBLE PERSONAL PROPERTY. Except (i) with respect to the Owned
Real Property and the Leased Real Property (which are the subject of Section
2.2(m)), (ii) for the Purchased Assets under the Asset Purchase Agreement (the
"PURCHASED ASSETS") and (iii) for assets sold in the ordinary course of business
consistent with past practice since the Balance Sheet Date, either a TDI Company
or a TDI Subsidiary owns all material tangible assets reflected on the Balance
Sheet as being owned by the Seller or any of its Subsidiaries, and all material
tangible assets thereafter purchased or acquired by a TDI Company or a TDI
Subsidiary, free and clear of any Lien or Encumbrance, except for Liens or
Encumbrances that are listed or described in Section 2.2(l) of the Disclosure
Schedule and Permitted Liens. All such assets are in good operating condition
and repair, subject to ordinary wear and tear, and are adequate for the purposes
for which they are currently used.

                                       13


Immediately prior to the consummation of the transactions contemplated by the
Asset Purchase Agreement the Seller, a TDI Company or a TDI Subsidiary will own,
lease or have the legal right to use all the properties and assets and, with
respect to contract rights, will be a party to and enjoy the right to the
benefits of all contracts, agreements and other arrangements used by the Seller,
any TDI Company or any TDI Subsidiary necessary for the conduct of the Business
as currently conducted.

     (m)     REAL PROPERTY. (i) Section 2.2(m)(i)(A) of the Disclosure Schedule
lists as of April 2, 2004, all real property (other than Purchased Assets) owned
in fee by any TDI Company or any TDI Subsidiary (the "OWNED REAL PROPERTY") and
Section 2.2(m)(i)(B) of the Disclosure Schedule lists all leased real property
(whether by virtue of direct lease, ground lease or sublease but other than real
property leased pursuant to a lease that is a Purchased Asset) by any TDI
Company or any TDI Subsidiary as lessee (the "LEASED REAL PROPERTY" and together
with the Owned Real Property, the "REAL PROPERTY"). Other than properties or
leaseholds sold, transferred, leased, subleased, licensed, encumbered or
disposed of (x) in the ordinary course of business consistent with past practice
between April 2, 2004, and the date of this Agreement and (y) in accordance with
Section 4.1(e) between the date of this Agreement and the Closing Date, a TDI
Company or a TDI Subsidiary owns and has good and marketable title to the Owned
Real Property and title to the lease and the leasehold interests in the Leased
Real Property (subject to the terms of the applicable leases, subleases and
related instruments governing its interests therein), and, subsequent to the
transfers contemplated by Sections 4.23, 4.27 and 4.29, a TDI Company or a TDI
Subsidiary will have good and marketable title to the JEC Owned Real Property
and the JCP Owned Real Property and title to the lease and the leasehold
interests in the JCP Leased Real Property (subject to the terms of the
applicable leases, subleases and related instruments governing its interests
therein), in each case free and clear of all Liens or Encumbrances other than
Liens or Encumbrances listed or described in Section 2.2(m)(i)(C) of the
Disclosure Schedule and Permitted Liens.

             (ii)     Except as set forth in Section 2.2(m)(ii) of the
Disclosure Schedule, as of April 2, 2004, none of the Seller, any TDI Company or
any TDI Subsidiary has leased or subleased or granted any interest, option,
first refusal or first opportunity right with respect to any parcel or any
portion of any parcel of Real Property to any other Person (other than to any
other TDI Company or TDI Subsidiary) and no other Person has any rights to the
use, occupancy or enjoyment thereof pursuant to any lease, sublease, license,
occupancy or other agreement which would materially limit or impair the current
use of the Owned Real Property or, during the current term of the applicable
lease, the Leased Real Property, nor has the Seller, any TDI Company or any TDI
Subsidiary assigned its interest under any lease or sublease listed in Section
2.2(m)(i)(A) or 2.2(m)(i)(B) of the Disclosure Schedule to any third party.

             (iii)    Except as set forth in Section 2.2(m)(iii) of the
Disclosure Schedule, there are no condemnation proceedings or eminent domain
proceedings of any kind pending or, to the knowledge of the Seller, threatened
against the Owned Real Property which would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

             (iv)     Except as set forth in Section 2.2(m)(iv) of the
Disclosure Schedule, no TDI Company or TDI Subsidiary, or to the knowledge of
the Seller any other party to any lease, ground lease or sublease of the Leased
Real Property, is in breach of or default under any lease,

                                       14


ground lease or sublease of the Leased Real Property, other than breaches or
defaults that would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.

             (v)      Section 2.2(m)(i)(B) of the Disclosure Schedule sets forth
the annualized base rent being paid as of April 2, 2004, by the TDI Companies
and/or the TDI Subsidiaries pursuant to each lease, ground lease or sublease of
the Leased Real Property.

             (vi)     Except as set forth on Section 2.2(m)(vi) of the
Disclosure Schedule (A) each lease, ground lease or sublease reflected in
Section 2.2(m)(i)(B) of the Disclosure Schedule is legal, valid, binding,
enforceable, and in full force and effect and will continue to be legal, valid,
binding, enforceable, and in full force and effect on identical terms following
the consummation of the transaction contemplated hereby, and (B) there are no
disputes, oral agreements, or forbearance programs in effect as to any lease or
sublease reflected in Section 2.2(m)(i)(B) of the Disclosure Schedule, in each
case except as would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.

             (vii)    Section 2.2(m)(vii) of the Disclosure Schedule contains a
true and correct electronic copy as of April 2, 2004, of the fields listed
therein from the TDI Companies' and TDI Subsidiaries' lease management database
with respect to the Real Property.

     (n)     INTELLECTUAL PROPERTY. Section 2.2(n)(i) of the Disclosure Schedule
sets forth a true and complete list of all material trade names, trademarks,
service marks, logos, copyright registrations and patents (including
registrations and applications to register or renew the registration of any of
the foregoing) and computer software (other than Intellectual Property Rights
(as defined in the Asset Purchase Agreement) to be transferred pursuant to the
Asset Purchase Agreement) used by the TDI Companies or the TDI Subsidiaries in
connection with the conduct of their businesses (excluding computer software
commercially available to the general public and readily replaceable at costs
not material to the TDI Companies and the TDI Subsidiaries taken as a whole)
other than the intellectual property that is the subject of the Transition
Services Agreements. The items specified in Section 2.2(n)(i) of the Disclosure
Schedule shall be defined collectively as "INTELLECTUAL PROPERTY". A TDI Company
or a TDI Subsidiary, throughout the United States and in Canada, (i) exclusively
owns, or has valid rights to use, free and clear of any Lien or Encumbrance
(other than Liens and Encumbrances listed or described in Section 2.2(n)(ii) of
the Disclosure Schedule and Permitted Liens) the trade names, trademarks,
service marks, logos or domain names that are a part of the Intellectual
Property, except as otherwise provided in the Transition Services Agreements or
the Framework Agreement and (ii) owns, or has valid rights to use, free and
clear of any Lien or Encumbrance (other than Liens and Encumbrances listed or
described in Section 2.2(n)(ii) of the Disclosure Schedule and Permitted Liens
and subject to any right of any third party which would not materially interfere
with the use of such Intellectual Property by any TDI Company or any TDI
Subsidiary in the conduct of the business as currently conducted) any other
Intellectual Property, except as otherwise provided in the Transition Services
Agreements or the Framework Agreement. Except as set forth in Section
2.2(n)(iii) of the Disclosure Schedule, as of the date of this Agreement, none
of the Seller, any TDI Company or any TDI Subsidiary has received written notice
(other than notices that have been resolved, withdrawn or abandoned) that, and
to the Seller's knowledge, none of the Seller, any TDI Company or any TDI
Subsidiary is infringing or otherwise acting in conflict with the rights of any
other Person in respect of the

                                       15


Intellectual Property except for any such infringement or conflict that would
not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect. Section 2.2(n)(iv) of the Disclosure Schedule also sets forth
all material agreements related to the trademarks and domain names and all
material license agreements with respect to software that is owned by the Seller
and licensed to third parties.

     (o)     CONTRACTS. Section 2.2(o) of the Disclosure Schedule lists or
describes each agreement, lease or license (collectively, "CONTRACTS") to which
a TDI Company or a TDI Subsidiary is a party or by which it is bound as of the
date of this Agreement that is of a type described below (collectively, the
"MATERIAL CONTRACTS"):

             (i)      Any employment, severance or consulting Contract with an
employee or former employee that is not terminable at will, at no cost, by the
TDI Company or the TDI Subsidiary party thereto (other than any Contract for the
employment of any such employee or former employee implied in Law), and which
will require the payment of amounts by the TDI Company or the TDI Subsidiary, as
applicable, after the date of this Agreement in excess of $100,000.00 in base
pay per annum and all Contracts providing for benefits under any Company Plan;

             (ii)     Any collective bargaining Contract with any labor union;

             (iii)    Except for Contracts for which the payments to be made
thereunder are currently accounted for in the Seller's capital budget, any
Contract for capital expenditures or the acquisition or construction of fixed
assets which requires aggregate future payments in excess of $500,000.00;

             (iv)     Any Contract containing covenants of any TDI Company or
any TDI Subsidiary not to compete in any line of business with any Person in any
geographic area;

             (v)      Any Contract (or group of Contracts relating to the same
site) requiring aggregate future payments or expenditures in excess of
S750,000.00 and relating to cleanup, abatement, remediation or similar actions
in connection with environmental Liabilities;

             (vi)     Any license, royalty Contract or other Contract with
respect to Intellectual Property which, pursuant to the terms thereof, requires
future payments by a TDI Company or a TDI Subsidiary in excess of $1,000,000.00
per annum;

             (vii)    Any Contract pursuant to which any TDI Company or any
TDI Subsidiary has entered into a partnership or joint venture with any other
Person (other than another TDI Company or another TDI Subsidiary);

             (viii)   Any indenture, mortgage, loan or credit Contract under
which a TDI Company or a TDI Subsidiary has outstanding indebtedness or any
outstanding note, bond, indenture or other evidence of indebtedness for borrowed
money, or guaranteed indebtedness for money borrowed by others, in an amount
greater than $1,000,000.00;

                                       16


             (ix)     Any Contract or commitment providing for an interest rate,
currency or commodity swap, derivative, hedge, forward purchase or sale or other
transaction similar in nature or effect or any off-balance sheet financing;

             (x)      Any Contract under which a TDI Company or a TDI Subsidiary
is (A) a lessee of, or holds or uses, any machinery, equipment, vehicle or other
tangible personal property owned by a third person or entity, (B) a lessor of
real property, or (C) a lessor of any tangible personal property owned by the
applicable TDI Company or a TDI Subsidiary, in any case referred to in (A) or
(C) only which requires annual payments in excess of $1,500,000.00;

             (xi)     Any material Contract between any TDI Company or any TDI
Subsidiary, on the one hand, and the Parent or any of the Parent's Subsidiaries
(other than the TDI Companies and the TDI Subsidiaries) on the other hand;

             (xii)    Any Contract (other than Contracts of the type described
in subclauses (i) through (xi) above) that involves aggregate future payments by
or to a TDI Company or a TDI Subsidiary in excess of $1,000,000.00 per annum,
other than a purchase or sales order or other Contract entered into in the
ordinary course of business consistent with past practice; and

             (xiii)   All other Contracts, whether or not made in the ordinary
course of business, the absence of which would reasonably be expected to have a
Material Adverse Effect.

The applicable TDI Company or the applicable TDI Subsidiary party thereto, has
performed in all material respects the obligations required to be performed by
it when due (x) under each of the Material Contracts and (y) as of the Closing
Date, under each Contract entered into by a TDI Company or TDI Subsidiary
subsequent to the date of this Agreement that has not expired or terminated in
accordance with its terms and which would qualify as a Material Contract if in
effect as of the date of this Agreement (collectively, the "POST-SIGNING
MATERIAL CONTRACTS"). The applicable TDI Company or the applicable TDI
Subsidiary party thereto is not (with or without the lapse of time or the giving
of notice or both) in breach or default thereunder and to the knowledge of the
Parent and the Seller, the counterparty or counterparties are not in material
breach of any Material Contract or, as of the Closing Date, any Post-signing
Material Contract, except in any such case for any breach or default which would
not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect; PROVIDED, HOWEVER, that no representation or warranty is made
with respect to any Material Contract or any Post-signing Material Contract that
constitutes an Assigned Contract as defined in the Asset Purchase Agreement.
Except as set forth in Section 2.2(o)(xiv) of the Disclosure Schedule, each
Material Contract is valid and binding on the parties thereto and is in full
force and effect, except for the failure of which would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.

     (p)     BENEFIT PLANS. As used in this Agreement, the term "BENEFIT PLAN"
means each employee benefit plan (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")), and each other
bonus, stock option, stock purchase, restricted stock, deferred compensation,
retiree medical or life insurance, severance or other benefit or compensation
plan, program, agreement or arrangement, that is maintained or contributed to by
the Parent, the Seller, any TDI Company or any TDI Subsidiary (or to which a

                                       17


TDI Company or a TDI Subsidiary is obligated to contribute) for the benefit of
any current or former employee, officer or director of any TDI Company or any
TDI Subsidiary, other than (i) any plan, program, agreement or arrangement
mandated by applicable Laws with respect to Social Security, Medicare, workers'
compensation, unemployment compensation, state disability and similar benefits
required by Laws, or (ii) a multiemployer plan as defined in Section 3(3) of
ERISA (a "MULTIEMPLOYER PLAN"). Section 2.2(p) of the Disclosure Schedule
separately lists each Benefit Plan and each other employee benefit plan for
which any TDI Company or TDI Subsidiary could reasonably be expected to incur
any Liability, including any Liability under Tide IV of ERISA. The Seller has
furnished or made available to the Purchaser a complete and accurate copy of the
plan document and summary plan description of each Benefit Plan. In addition,
with respect to any Benefit Plan that is sponsored solely by a TDI Company
and/or a TDI Subsidiary and that is identified in Section 2.2(p) of the
Disclosure Schedule under the heading "Benefit Plans that are Company Plans" (a
"COMPANY PLAN"), the Seller has furnished or made available to the Purchaser the
most recent annual report, financial statement and actuarial valuation, if any,
with respect to such Company Plan, and each summary of material modifications,
the most recently filed Form 5500 and the most recent determination letter
received from the Internal Revenue Service ("IRS"). None of the TDI Companies
and the TDI Subsidiaries has any express or implied commitment whether legally
enforceable or not to (i) create or incur Liability with respect to any other
employee benefit plan, program or arrangement, (ii) enter into any contract or
agreement to provide compensation or benefits to any individual except in the
ordinary course consistent with past practice or (iii) modify, change or
terminate any Company Plan other than to the extent required by ERISA or the
Code. Except as specified in Section 2.2(p) of the Disclosure Schedule or as
would not reasonably be expected to have a Material Adverse Effect:

             (i)      neither the Parent nor any member of the Parent's
"controlled group," within the meaning of Sections 414(b) and (c) of the Code,
has incurred any direct or indirect Liability under ERISA or the Code in
connection with the termination of, withdrawal from or failure to fund any
Benefit Plan or Multiemployer Plan that could result in Liability to a TDI
Company or a TDI Subsidiary, and no event has occurred that could reasonably be
expected to give rise to such Liability;

             (ii)     none of the Company Plans provides for the payment of a
benefit, the increase of a benefit amount, the payment of a contingent benefit
or the acceleration of the payment or vesting of a benefit by reason of the
execution of this Agreement or the consummation of the transactions contemplated
by this Agreement;

             (iii)    there are no pending, threatened, or to the knowledge of
the Seller or the Parent, anticipated claims relating to any Company Plan, other
than routine claims for benefits;

             (iv)     each of the Company Plans has been operated and maintained
in all respects in accordance with its terms and the requirements of applicable
Law; and

             (v)      none of the Seller, the TDI Companies and the TDI
Subsidiaries contributes, or is obligated to contribute, to a Multiemployer
Plan;

                                       18


             (vi)     each Company Plan which is intended to be qualified under
Section 401(a) of the Code or Section 401(k) of the Code has received a
favorable determination letter from the IRS that it is so qualified and each
trust established in connection with any Company Plan which is intended to be
exempt from federal income taxation under Section 501(a) of the Code has
received a determination letter from the IRS that it is so exempt, and no fact
or event has occurred since the date of such determination letter from the IRS
that could reasonably be expected to result in the disqualification of any such
Plan or in the loss of the exempt status of any such trust;

             (vii)    no complete or partial termination has occurred within
the five years preceding the date of this Agreement with respect to any Company
Plan intended to be qualified under Section 401(a) of the Code;

             (viii)   each trust maintained or contributed to by any TDI
Company or TDI Subsidiary which is intended to be qualified as a voluntary
employees' beneficiary association and exempt from federal income taxation under
Section 50l(c)(9) of the Code has received a favorable determination letter from
the IRS that it is so qualified and so exempt, and no fact or event has occurred
since the date of such determination by the IRS to adversely affect such
qualified or exempt status;

             (ix)     all contributions, premiums or payments required to be
made with respect to any Company Plan have been made on or before their due
dates, and all unpaid Liabilities of a TDI Company or a TDI Subsidiary with
respect to a Company Plan that are not yet due have been properly accrued in
accordance with GAAP; all such contributions have been fully deducted for income
tax purposes; no such deduction has been challenged or disallowed by the IRS;
and to the knowledge of the Seller or the Parent no fact or event exists which
could give rise to any such challenge or disallowance; and

             (x)      the TDI Companies and the TDI Subsidiaries are in
compliance with the requirements of the Workers Adjustment and Retraining
Notification Act ("WARN") and have no outstanding Liabilities that are payable
pursuant to WARN or any similar state law.

     (q)     TAXES. Except as specified in Section 2.2(q) of the Disclosure
Schedule and for failures that would not be reasonably expected to have,
individually or in the aggregate, a Material Adverse Effect, (i) the Seller,
each TDI Company and each TDI Subsidiary has filed (or the Parent has timely
filed or caused to be filed on behalf of the Seller, each TDI Company or each
TDI Subsidiary) all federal, state and foreign Tax Returns required to be filed
by it for Tax years ended prior to the date of this Agreement (taking into
account for this purpose any extensions), (ii) all such Tax Returns are correct
and complete in all respects, (iii) each TDI Company or TDI Subsidiary has
timely paid, withheld or accrued all Taxes owed by them (whether or not shown to
be due and payable on such Tax Returns), (iv) none of the Parent, the Seller,
any TDI Company or any TDI Subsidiary has received written notice of any
threatened Tax audit, examination, refund litigation or adjustment in
controversy with respect to the business or operations of any TDI Company or any
TDI Subsidiary, (v) all Taxes which the Seller, any TDI Company or any TDI
Subsidiary has been required to collect or withhold have been duly collected or
withheld and, to the extent required when due, have been or will be duly and
timely paid to the proper Taxing Authority, (vi) no TDI Company or TDI
Subsidiary has

                                       19


given any currently effective written waiver of any statute of limitations with
respect to Taxes or agreed to any currently effective written extension of time
with respect to a Tax assessment or deficiency, (vii) no claim has been made by
a Taxing Authority in a jurisdiction where a TDI Company or TDI Subsidiary does
not file Tax Returns that such TDI Company or TDI Subsidiary is or may be
subject to taxation by that jurisdiction, (viii) no TDI Company or TDI
Subsidiary is or has been required to make any adjustment pursuant to Section
481(a) of the Code (or any predecessor provision) or any similar provision of
state, local or foreign Tax Law by reason of a change in any accounting methods,
or will be required to make any such adjustments by reason of any pending
requests for changes in accounting methods, (ix) no TDI Company or TDI
Subsidiary will be required to include any amount in taxable income or exclude
any item of deduction or loss from taxable income for any Post-Closing Tax
Period as a result of any "closing agreement" as described in Section 7121 of
the Code or any similar provision of state, local or foreign Tax Law, (x) no TDI
Company or TDI Subsidiary is a party to a Tax sharing or Tax allocation
agreement or arrangement, other than such agreements or arrangements between or
among any of the Parent, a TDI Company or TDI Subsidiary that are in effect at
the date of this Agreement and will be terminated on the part of such TDI
Company or TDI Subsidiary at Closing, (xi) no TDI Company or TDI Subsidiary (a)
has been a member of an "affiliated group," as defined in Section 1504(a) of the
Code, filing a consolidated federal income Tax Return (other than a group the
common parent of which is the Parent) or (b) has any Liability for Taxes of any
Person (other than any member of the group the common parent of which is the
Parent) under Treasury Regulation Section 1.1502-6 (or any similar provision of
state, local or foreign Tax Law) as a transferee or successor, by contract or
otherwise, and (xii) no TDI Company or TDI Subsidiary is a party to any
understanding or arrangement described in Section 6111(d) of the Code, nor has
any TDI Company or TDI Subsidiary participated in a reportable transaction as
defined in Treasury Regulation Section 1.6011-4(b) and (c)(3).

     As used in this Agreement, (i) "TAXES" shall mean all taxes, fees, levies
or other assessments, imposed by the United States, or any state, country, local
or foreign government, possession, territory or subdivision or agency thereof (a
"TAXING AUTHORITY") including income, gross receipts, excise, real and personal
property, municipal, capital, sales, use, transfer, license, payroll and
franchise taxes, and such term shall include any interest, penalties or
additions to tax attributable to such taxes, fees, levies or other assessments,
and (ii) "TAX RETURNS" shall mean any report, return or other information
required to be supplied to any Taxing Authority or any other Person in
connection with Taxes.

     (r)     RECEIVABLES. Section 2.2(r) of the Disclosure Schedule is an aged
list of the Receivables as of the Balance Sheet Date showing those Receivables
that as of such date had been outstanding for (a) 30 days or less, (b) 31 to 60
days, (c) 61 to 90 days, (d) 91 to 120 days, (e) 121 to 150 days, (f) 151 to 180
days and (g) more than 180 days. Except to the extent, if any, reserved for on
the Balance Sheet, all Receivables reflected on the Balance Sheet arose, and the
Receivables existing on the Closing Date will have arisen, in the ordinary
course of business consistent with past practice. The allowance for doubtful
accounts as reflected on the Balance Sheet was calculated in accordance with
GAAP, consistent with the past practices of the Seller and to the knowledge of
the Seller, as of the date of this Agreement, no event has occurred which would
require a material increase in the ratio of the allowance for doubtful accounts
to the Receivables. The allowance for doubtful accounts as reflected on the 2003
Carve-Out Special

                                       20


Purpose Financial Statements - Northern Operations will be calculated in
accordance with GAAP and the accounting policies and practices used in the
preparation of the Financial Statements.

     (s)     INVENTORIES. Subject to amounts reserved therefor on the Balance
Sheet, the values at which all inventories are carried on the Balance Sheet
reflect the historical inventory valuation policy of the Seller and the TDI
Companies and the TDI Subsidiaries of stating such inventories at the lower of
cost (determined on the last-in, first-out method) or market value. Subject to
amounts reserved therefor on the 2003 Carve-Out Special Purpose Financial
Statements - Northern Operations, the values at which all inventories are
carried on the 2003 Carve-Out Special Purpose Financial Statements - Northern
Operations will reflect the historical inventory valuation policy of the Seller
and the TDI Companies and the TDI Subsidiaries of stating such inventories at
the lower of cost (determined on the last-in, first-out method) or market value.
Materially all of the inventories recorded on the Balance Sheet consist of, and
materially all inventories related to the Northern Business on the Closing Date
will consist of, items of a quality usable or saleable in the ordinary course of
the Northern Business consistent with past practices. None of the Seller, any
TDI Company or any TDI Subsidiary is under any Liability with respect to
accepting returns of items of inventory or merchandise in the possession of
their customers other than in the ordinary course of business consistent with
past practice. No representation or warranty is made hereby with respect to any
inventories included in the Purchased Assets pursuant to the Asset Purchase
Agreement.

     (t)     SUPPLIERS. Listed in Section 2.2(t)(i) of the Disclosure Schedule
are the names and addresses of each of the twenty suppliers to whom the Seller
and the TDI Companies and the TDI Subsidiaries paid the highest aggregate
amounts for the twelve-month period ended January 31, 2004 for raw materials,
supplies, merchandise and other goods for the Business. Except as set forth on
Section 2.2(t)(ii) of the Disclosure Schedule, as of the date of this Agreement
none of the Parent, the Seller, any TDI Company nor any TDI Subsidiary has
received any notice in writing that any such supplier will not sell supplies,
merchandise and other goods to any TDI Company or any TDI Subsidiary at any time
after the Closing Date on terms and conditions substantially similar to those
used in its current sales to the Business, subject only to general and customary
price increases.

     (u)     INSURANCE. All material assets and properties of each TDI Company
and each TDI Subsidiary are, and for the past five years have been, covered by
valid and, except for insurance policies that have expired under their terms in
the ordinary course, currently effective insurance policies or binders of
insurance (including general liability insurance, property insurance and
workers' compensation insurance) issued in favor of the Parent, the Seller, a
TDI Company or a TDI Subsidiary, as the case may be, in each case with
responsible insurance companies, in such types and amounts and covering such
risks as are consistent with customary practices and standards of companies
engaged in businesses and operations similar to the Business.

     (v)     PRODUCT LIABILITY. Except as set forth on Section 2.2(v) of the
Disclosure Schedule, there are no claims pending or, to the knowledge of the
Parent and the Seller, threatened against the Seller, the TDI Companies or the
TDI Subsidiaries, and to the knowledge of the Seller, there is no reasonable
basis for any claim against the Seller, any TDI Company or any TDI Subsidiary,
for injury to person or property of any person suffered as a result of the sale
of any product or performance of any service by the Seller, any TDI Company or
any TDI

                                       21


Subsidiary, including claims arising out of the defective or unsafe nature of
such products or services, which would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

     (w)     ENVIRONMENTAL MATTERS. Except as set forth in Section 2.2(w) of the
Disclosure Schedule, to the knowledge of the Seller: (i) neither the Seller nor
any of the TDI Companies or TDI Subsidiaries: (A) have violated or are in
noncompliance with, are engaged in proceedings with respect to violations or
noncompliance, or have received a notice of violation or noncompliance with
respect to, any Environmental Laws applicable to the Northern Business, (B) have
received or expect to receive notification of, are engaged in proceedings with
respect to or have entered into or expect to enter into an agreement with
respect to, liabilities under any Environmental Laws applicable to the Northern
Business, or (ii) are aware of any Hazardous Material spills, releases, or
contamination at any of the Real Property that require investigation, reporting,
or cleanup under any Environmental Laws, where the matters relating to clauses
(i) and (ii) hereof would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect. Neither the Seller nor any of the TDI
Companies or TDI Subsidiaries have been engaged in any legal proceedings with
respect to alleged violations of or noncompliance with any Environmental Laws
requiring disclosure under 17 C.F.R. Section 229.103.

     (x)     BROKERS. No broker, finder or investment banker (other than Credit
Suisse First Boston LLC, whose fees and expenses will be paid by Parent or its
affiliates other than any TDI Company or TDI Subsidiary) is entitled to any
brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of the Parent, the Seller or any TDI Company or TDI Subsidiary.

                                   ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The Purchaser hereby represents and warrants to the Parent and the Seller
as of the date of this Agreement and as of the Closing Date as follows:

     Section 3.1      ORGANIZATION, STANDING AND CORPORATE POWER. The Purchaser
is duly organized, validly existing and in good standing as a corporation under
the laws of Quebec and has the requisite corporate power and authority to carry
on its business as now being conducted. The Purchaser is duly qualified or
licensed to do business and is in good standing in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties makes
such qualification or licensing necessary, other than in such jurisdictions
where the failure to be so qualified or licensed would not materially adversely
affect the Purchaser's ability to timely perform its obligations under this
Agreement or to consummate the transactions contemplated hereby (a "PURCHASER
EFFECT").

     Section 3.2      AUTHORITY; NONCONTRAVENTION. The Purchaser has the
requisite corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement by the Purchaser and the consummation by the Purchaser of the
transactions contemplated hereby have been duly authorized by all necessary
corporate and stockholder action on the part of the Purchaser. This

                                       22


Agreement has been duly executed and delivered by the Purchaser and assuming
that this Agreement constitutes a valid and binding obligation of the Parent and
the Seller, constitutes, a valid and binding obligation of the Purchaser,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally and to general
principles of equity. The execution and delivery of this Agreement do not, and
the consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not, (a) conflict with any of the provisions of the
certificate or articles of incorporation or bylaws of the Purchaser, in each
case as amended to the date of this Agreement or the Closing Date, as
applicable, (b) subject to the governmental filings and other matters referred
to in Section 3.3, conflict with, result in a breach of or default under (with
or without notice or lapse of time, or both) any contract, agreement, indenture,
mortgage, deed of trust, lease or other instrument to which the Purchaser is a
party or by which the Purchaser or any of its assets is bound or subject, or (c)
subject to the governmental filings and other matters referred to in Section
3.3, contravene any domestic or foreign Law or any order, writ, judgment,
injunction, decree, determination or award currently in effect, which, in the
case of clauses (b) and (c) above would reasonably be expected to have,
individually or in the aggregate, a Purchaser Effect.

     Section 3.3      CONSENTS AND APPROVALS. No consent, approval or
authorization of, or declaration, registration or filing with, or notice to, any
Governmental Entity which has not been received or made, is required by or with
respect to the Purchaser in connection with the execution and delivery of this
Agreement by the Purchaser or the consummation by the Purchaser of the
transactions contemplated hereby, except for (a) compliance with the HSR Act,
(b) applicable Pharmacy Approvals and (c) any other consents, approvals,
authorizations, filings or notices which, if not made or obtained, would not
reasonably be expected to have, individually or in the aggregate, a Purchaser
Effect.

     Section 3.4      INVESTMENT INTENT. The Shares will be acquired by the
Purchaser for its own account without a view to a distribution or resale
thereof. The Shares will only be sold or otherwise disposed of by the Purchaser
pursuant to a registration or an exemption therefrom under the Securities Act
and any other applicable securities Laws.

     Section 3.5      SOPHISTICATION OF THE PURCHASER. The Purchaser is an
"accredited investor" within the meaning of Rule 501 under the Securities Act,
has knowledge and experience in financial and business matters and is capable of
evaluating the merits and risks of the transactions contemplated by this
Agreement. The Parent and the Seller have provided to the Purchaser the
opportunity to ask questions of the officers and management of the Parent, the
Seller and the TDI Companies with respect to the Business and the Seller's
consolidated financial condition and results of operations, and the Purchaser
has received all information with respect to such matters as it has requested.
In making its decision to enter into this Agreement and to consummate the
transactions contemplated hereby, the Purchaser has relied solely on its own
independent investigation, analysis and evaluation of the TDI Companies and the
TDI Subsidiaries and the express representations and warranties of the Parent
and the Seller contained herein.

     Section 3.6      BROKERS. No broker, finder or investment banker (other
than Merrill Lynch & Co. and Deutsche Bank Securities Inc. whose fees and
expenses will be paid by the

                                       23


Purchaser or its affiliates) is or may be entitled to any brokerage, finder's or
other fee or commission in connection with the transactions contemplated by this
Agreement based upon arrangements made by or on behalf of the Purchaser.

     Section 3.7      FINANCING. The Purchaser has cash on hand or executed
commitment letters from financially responsible third parties, or a combination
thereof, in an aggregate amount sufficient to enable it to timely perform its
obligations hereunder, including to pay in full the Purchase Price and all fees
and expenses payable by the Purchaser in connection with this Agreement and the
transactions contemplated hereby.

                                   ARTICLE IV

                                    COVENANTS

     Section 4.1      CONDUCT OF BUSINESS. Except as expressly provided for
herein or in the Asset Purchase Agreement, during the period from the date of
this Agreement to the Closing, the Parent and the Seller shall cause the TDI
Companies and the TDI Subsidiaries to conduct their respective businesses only
in the ordinary course and, to the extent consistent therewith, to use
commercially reasonable efforts to (i) preserve intact their current business
organizations, (ii) continue their advertising and promotional activities, and
pricing and purchasing policies, in accordance with past practice; (iii) not
materially shorten or lengthen the customary payment cycles for any of their
payables or receivables; (iv) preserve their current relationships with their
customers, suppliers, licensors, licensees, distributors and other persons with
which they have had material business relationships; (v) provided the Parent and
the Seller either (a) demonstrate that such lease activity is in the ordinary
course of business, on terms consistent with past practice, or (b) provide
notice to the Purchaser and obtain its prior written approval if such lease
activity is not within Seller's ordinary course of business, consistent with
past practice, exercise any option rights or any rights of renewal pursuant to
the terms of any of the leases, subleases or option agreements related to drug
store leases and subleases set forth in Section 2.2(m)(i)(B) of the Disclosure
Schedule which by their terms would otherwise expire, provided, however, that
the Parent and the Seller need not comply with the notice and approval
requirements of (b) above if the lease activity relates to a store within ten
(10) miles of any drug store operated by the Purchaser; (vi) exercise, but only
after notice to the Purchaser and receipt of the Purchaser's prior written
approval, any option rights or any rights of renewal pursuant to the terms of
any of the leases, subleases or option agreements not related to drug store
leases and subleases and set forth in Section 2.2(m)(i)(B) of the Disclosure
Schedule which by their terms would otherwise expire; and (vii) keep available
the services of their current key officers and employees (other than Southern
Business Employees, who will be offered employment with the Asset Purchaser or
one of its affiliates). The Purchaser acknowledges that officers and employees
of the TDI Companies and TDI Subsidiaries may voluntarily terminate employment
with such entities and the TDI Companies and the TDI Subsidiaries have no
control over such voluntary terminations.

     Without limiting the generality of the foregoing, except as expressly
provided for in this Agreement or as set forth in Section 4.1 of the Disclosure
Schedule, during the period from the date of this Agreement to the Closing, the
Parent and the Seller shall not permit any of the TDI Companies or the TDI
Subsidiaries, without the prior consent of the Purchaser (solely with

                                       24


respect to Sections 4.1(k) and 4.1(p), such consent not to be unreasonably
withheld or delayed), to:

     (a)     (i) declare, set aside or pay any dividends on, or make any other
distributions (whether in cash, securities or other property) in respect of, any
of its outstanding capital stock (other than dividends or distributions of any
amounts received pursuant to the Asset Purchase Agreement and, in the case of a
TDI Subsidiary, to its corporate parent), (ii) split, combine or reclassify any
of its outstanding capital stock or issue or authorize the issuance of any other
securities in respect of, in lieu of or in substitution for shares of its
outstanding capital stock, or (iii) purchase, redeem or otherwise acquire any
shares of outstanding capital stock or any rights, warrants or options to
acquire any such shares;

     (b)     issue, sell, grant, pledge or otherwise encumber any shares of its
capital stock, any other voting securities or any securities convertible into or
exchangeable for, or any rights, warrants or options to acquire, any such
shares, voting securities or convertible or exchangeable securities;

     (c)     amend its certificate of incorporation or bylaws (or comparable
governing documents);

     (d)     acquire, make any investment in, or make any capital contributions
to, any Person, other than a TDI Company or a TDI Subsidiary, other than in the
ordinary course of business consistent with past practice;

     (e)     sell, transfer, lease, sublease, license, encumber or otherwise
dispose of any of its properties, leasehold interests or assets that are
material to the Northern Business, except (i) in the ordinary course of business
consistent with past practice, (ii) as contemplated in this Agreement and in
respect of the assets to be transferred to the Asset Purchaser pursuant to the
Asset Purchase Agreement or (iii) pursuant to existing Contracts or commitments,
provided, however, that in no event will any of the TDI Companies or the TDI
Subsidiaries engage in any sale and leaseback or similar transaction or sell or
enter into an agreement to sell any Real Property, except in connection with the
consummation of the transaction contemplated by this Agreement or in respect of
the assets to be transferred to the Asset Purchaser pursuant to the Asset
Purchase Agreement;

     (f)     except as set forth in Section 4.1(f) of the Disclosure Schedule,
(i) incur any Indebtedness, other than (A) Indebtedness owing to another TDI
Company or TDI Subsidiary and Intercompany Obligations (whether or not owed to
another TDI Company or TDI Subsidiary), (B) short term accounts payable incurred
in the ordinary course of business consistent with past practice and (C)
indebtedness of the type described in clauses (a), (b) and (e) of Section
8.3(a)(xii) incurred in connection with any matter disclosed pursuant to Section
4.22, (ii) make any loans or advances to any other Person other than a TDI
Company or a TDI Subsidiary, other than routine advances to employees consistent
with past practice or (iii) enter into any Contract or commitment providing for
an interest rate, currency or commodity swap, derivative, hedge, forward
purchase or sale or other transaction similar in nature or effect or any
off-balance sheet financing;

                                       25


     (g)     enter into any compromise or settlement of, or take any material
action with respect to, any litigation, action, suit, claim, proceeding or
investigation other than the prosecution, defense and settlement of litigation,
actions, suits, claims, proceedings or investigations in the ordinary course of
business consistent with past practice;

     (h)     grant or agree to grant to any TDI Employee who is an officer of a
TDI Company or a TDI Subsidiary any increase in wages or bonus, severance,
profit sharing, retirement, deferred compensation, insurance or other
compensation or benefits, or establish any new compensation or benefit plans or
arrangements, or amend or agree to amend any existing Company Plans, except (i)
as set forth in Section 4.1(h) of the Disclosure Schedule, (ii) as may be
required under Contracts or by Law, (iii) pursuant to the normal severance
policies or practices of the applicable TDI Company or TDI Subsidiary as in
effect on the date of this Agreement, or (iv) increases in salary or wages
payable or to become payable in the ordinary course of business consistent with
past practice;

     (i)     enter into or amend any employment, consulting, severance or
similar agreement with any individual otherwise than in the ordinary course of
business consistent with past practice, except (i) as set forth in Section 4.1
(i) of the Disclosure Schedule or (ii) with respect to new hires of non-officer
employees in the ordinary course of business consistent with past practice;

     (j)     make any material change in any method of accounting or accounting
practice or policy, except as required by any changes in GAAP or applicable Law;

     (k)     make any material election or settle or compromise any material
Liability with respect to Taxes of the Parent, the Seller, any TDI Company or
any TDI Subsidiary, in each case solely as such action may adversely affect the
Northern Business;

     (l)     enter into any agreement that materially restrains, limits or
impedes any TDI Company's or TDI Subsidiary's ability to compete with or conduct
any business or line of business or with any Person or in any geographic area;

     (m)     adopt a plan of complete or partial liquidation, dissolution,
merger, consolidation, restructuring, recapitalization or other material
reorganization;

     (n)     make or commit to any individual capital expenditure in excess of
$5,000,000 that is not reflected in the Seller's capital expenditures budget on
the date of this Agreement;

     (o)     permit inventory purchases or commitments for the Northern Business
after January 31, 2004, to materially exceed or be below historical levels
(taking into account past practices and seasonal levels) of the Northern
Business;

     (p)     enter into or agree to enter into any Post-signing Material
Contracts or amend, modify or consent to the termination of any Material
Contract or Post-signing Material Contract that is material to the Northern
Business or the Seller's, any TDI Company's or any TDI Subsidiary's rights
thereunder, except Material Contracts or Post-signing Material Contracts
specified in Section 2.2(o)(x)(A); or

                                       26


     (q)     authorize any of, or commit or agree to take any of, the foregoing
actions in respect of which it is restricted by the provisions of this Section.

Notice to the Purchaser of a request for consent required by this Section 4.1
shall be given to the Purchaser only by Charles Lotter through the Parent's
legal counsel and only to Michel Coutu through the Purchaser's legal counsel.
The Purchaser shall use its reasonable best efforts to either grant or deny a
request for consent required by this Section 4.1 within three (3) business days
of the Purchaser's receipt of such request.

     Section 4.2      ACQUISITION PROPOSALS; INCONSISTENT ACTIVITIES.

     (a)     ACQUISITION PROPOSALS. During the period from the date of this
Agreement to the Closing, neither the Parent nor the Seller shall, nor shall
either the Parent or the Seller authorize or permit any of their Subsidiaries,
or any of its or their respective officers, directors, employees, agents or
representatives (including any investment banker, financial advisor, attorney,
consultant or accountant retained by the Parent or the Seller or any of its
Subsidiaries), to, directly or indirectly, (i) initiate, encourage, accept or
solicit any Acquisition Proposal with respect to the Business, (ii) provide any
non-public information regarding the Seller, the TDI Companies or the TDI
Subsidiaries to, or enter into or maintain or continue any discussions,
conversations, negotiations, or communications with, any Person that has made an
Acquisition Proposal with respect to the Business, or (iii) enter into any
agreement providing for any Acquisition Proposal with respect to the Business.
The Parent and the Seller agree not to, and to cause the Seller and each
Subsidiary of the Seller not to, without the prior written consent of the
Purchaser, release any Person (other than the Asset Purchaser) from, or waive
any provision of, any confidentiality or standstill agreement to which the
Parent, the Seller or any Subsidiary of the Seller is a party that relates to an
Acquisition Proposal. The Parent and the Seller immediately shall and shall
cause their Representatives to cease and cause to be terminated all existing
discussions, conversations, negotiations and other communications with any
Persons conducted heretofore with respect to an Acquisition Proposal for the
Northern Business. Notwithstanding the foregoing, nothing contained herein shall
prohibit, limit or restrict any such person from engaging in any of the
foregoing activities with respect to any part of the Business other than the
Northern Business.

     (b)     DEFINITION OF ACQUISITION PROPOSAL. For purposes of this Agreement,
the term "ACQUISITION PROPOSAL" means any inquiry, proposal or offer from any
Person (other than the Purchaser or any of its affiliates) relating to (i) any
merger, consolidation, recapitalization, liquidation or other direct or indirect
business combination involving the Seller or any Significant Subsidiary (as such
term is defined in Rule 1-02(w) of SEC Regulation S-X) of the Seller, (ii) any
acquisition of shares of capital stock or other equity securities of the Seller
or any Significant Subsidiary of the Seller (other than the Southern Entities),
or (iii) any acquisition, license, purchase or other disposition of a
substantial portion of the business or assets of the Seller or any Significant
Subsidiary of the Seller (other than the Southern Entities and the Purchased
Assets) outside the ordinary course of business consistent with past practice.

     (c)     INCONSISTENT ACTIVITIES. During the period from the date of this
Agreement to the Closing, the Purchaser shall not, and shall not authorize or
permit any of its Subsidiaries, or any of its or their respective officers,
directors, employees, agents or representatives, to, propose,

                                       27


announce or enter into any transaction that could reasonably be expected to have
a Purchaser Effect or to materially adversely affect the Purchaser's ability to
obtain all licenses, permits, consents, approvals, authorizations,
qualifications and orders of Governmental Entities as are necessary for the
consummation of the transactions contemplated hereby and to fulfill the
conditions thereto.

     Section 4.3      ACCESS TO INFORMATION; CONFIDENTIALITY. (a) The Parent and
the Seller shall, and shall cause the TDI Companies and the TDI Subsidiaries to,
afford to the Purchaser and its officers, employees, counsel, financial
advisors, lenders and other representatives reasonable access during normal
business hours and upon reasonable notice during the period prior to the Closing
to all of the properties, books, contracts, commitments, Tax Returns, personnel
and records of the Seller, the TDI Companies, the TDI Subsidiaries and, as it
relates to the Business, the Parent and, during such period, the Parent and the
Seller shall, and shall cause the TDI Companies and the TDI Subsidiaries to,
furnish as promptly as practicable to the Purchaser such information concerning
the TDI Companies' and the TDI Subsidiaries' businesses, properties, operations
and personnel as the Purchaser may from time to time reasonably request, it
being understood that a request for access or information hereunder the
provision of which would constitute a violation of Law, including Antitrust
Laws, will be deemed unreasonable. To the extent that the Parent, the Seller or
any TDI Company or TDI Subsidiary incurs any incremental out-of-pocket costs in
processing, retrieving or transmitting any such information pursuant to this
Section 4.3, the Purchaser shall reimburse the Parent, the Seller, the TDI
Company or the TDI Subsidiary, as applicable, for such costs promptly upon the
submission to the Purchaser of an invoice therefor accompanied by supporting
documentation in reasonable detail. Until the Closing Date, the Purchaser will
hold, and will cause its directors, officers, employees, accountants, counsel,
financial advisors and other representatives and affiliates to hold, any
non-public information obtained from the Parent, the Seller, any TDI Company or
any TDI Subsidiary in confidence to the extent required by, and in accordance
with the provisions of, the agreement, dated October 9, 2003, between the
Purchaser and the Parent (the "CONFIDENTIALITY AGREEMENT") with respect to
confidentiality and other matters.

     (b)     After the Closing, in order to facilitate the resolution of any
claims made against or incurred by the Parent or the Seller or for any other
reasonable purpose, for a period of seven years, the Purchaser shall (i) retain
the books and records relating to the Business, the Seller, the TDI Companies
and the TDI Subsidiaries relating to periods prior to the Closing and (ii) upon
reasonable notice, afford the officers, employees, agents and representatives of
the Parent or the Seller reasonable access (including the right to make, at the
Parent's expense, photocopies), during normal business hours, to such books and
records.

     (c)     After the Closing, in order to facilitate the resolution of any
claims made by or against or incurred by the Purchaser, any TDI Company or any
TDI Subsidiary or for any other reasonable purpose, for a period of seven years,
the Parent and the Seller shall (i) retain the books and records of the Parent
and the Seller which relate to the Business, the Seller, the TDI Companies and
the TDI Subsidiaries and their operations relating to the periods prior to the
Closing and which shall not otherwise have been delivered to the Asset
Purchaser, the Purchaser, any TDI Company or any TDI Subsidiary and (ii) upon
reasonable notice, afford the officers, employees, agents and representatives of
the Purchaser, any TDI Company or any TDI Subsidiary reasonable access
(including the right to make photocopies, at the expense of the

                                       28


Purchaser, such TDI Company or such TDI Subsidiary), during normal business
hours, to such books and records, which relate to the Northern Business.

     Section 4.4      REASONABLE BEST EFFORTS; REGULATORY MATTERS. (a) On the
terms and subject to the conditions set forth in this Agreement, each of the
parties shall use its reasonable best efforts to take, or cause to be taken, all
actions, and do, or cause to be done, and assist and cooperate with the other
parties in doing, all things necessary, proper or advisable to consummate, in
the most expeditious manner practicable, the transactions contemplated hereby,
including the satisfaction of the conditions set forth in Article V. Without
limiting the generality or effect of the foregoing, each of the parties hereto
shall (i) make promptly its respective filings (which in any event shall be made
by no later than the 14th day following the date of this Agreement and the
timing of which shall be coordinated with one another's filings and with the
filing of the Asset Purchaser to the extent practicable) and thereafter make any
other required submissions, with respect to the transactions contemplated hereby
under the HSR Act and (ii) use its reasonable best efforts to take, or cause to
be taken, all other appropriate actions, and to do, or cause to be done, all
other things necessary, proper or advisable under applicable Laws to consummate
and make effective the transactions contemplated by this Agreement, including
using its reasonable best efforts to obtain all Pharmacy Approvals and all other
licenses, permits, consents, approvals, authorizations, qualifications and
orders of Governmental Entities as are necessary for the consummation of the
transactions contemplated hereby and to fulfill the conditions thereto. The
Parent and the Seller will reasonably cooperate with the Purchaser to (i)
provide any necessary financial statements, any audits in connection therewith
and any necessary representation letters addressed to the auditors in connection
therewith; (ii) cause the TDI Companies and TDI Subsidiaries to provide any
customary affidavits required by title insurers; (iii) provide the banks and
other institutions arranging or providing the Purchaser's financing all material
information (financial and other) with respect to the Seller and the
transactions contemplated by this Agreement reasonably requested by the
Purchaser, it being understood that a request for the provision of such
information which would constitute a violation of Law, including Antitrust Laws,
will be deemed unreasonable; (iv) provide reasonable access to the Purchaser
and/or its representatives to all material information needed for legal and
financial due diligence, it being understood that a request for such access the
provision of which would constitute a violation of Law, including Antitrust
Laws, will be deemed unreasonable; (v) cause the Seller's senior officers and
other Seller representatives to be reasonably available to the Purchaser and the
banks and other institutions arranging or providing the Purchaser's financing to
participate in due diligence sessions and to participate in presentations
related to any transaction comprising the Purchaser's financing; (vi) assist in
the preparation of one or more appropriate offering documents, including MD&A
and business description and assisting the Purchaser and the banks and other
institutions arranging or providing the Purchaser's financing in preparing other
appropriate marketing materials, in each case to be used in connection with such
financing; and (vii) request the Seller's independent auditors to prepare and
deliver "comfort letters", dated the date of each offering document used in
connection with any transaction comprising the Purchaser's financing (with
appropriate bring down comfort letters delivered on the closing date for each
financing), in compliance with professional standards, in each of the foregoing
cases as may be necessary for the Purchaser to obtain the financing described in
EXHIBIT G, provided however, that the Parent and the Seller shall be reimbursed
by the Purchaser for any and all out-of-pocket expenses incurred in connection
with the foregoing.

                                       29


     (b)     In performing the parties' obligations under Section 4.4(a)
relating to Antitrust Laws, each of the parties shall use its reasonable best
efforts to (i) cooperate with each other in connection with any filing or
submission and in connection with any investigation or other inquiry, (ii) keep
the other parties informed in all material respects of any material
communication received by such party from or given by such party to, the Federal
Trade Commission (the "FTC"), the Antitrust Division of the Department of
Justice (the "DOJ"), or any other Governmental Entity and of any material
communication received or given in connection with any investigation, suit,
action or proceeding (whether threatened or instituted) by any other Person, in
each case regarding the transactions contemplated by this Agreement, and (iii)
permit the other parties to review any material communication (subject to
redaction as reasonably necessary to protect competitively sensitive
confidential business information) given by it to, and to consult with each
other in advance of any meeting or conference with, the FTC, the DOJ or any such
other Governmental Entity or, in connection with any suit, action or proceeding
by any other Person, and to the extent permitted by the FTC, the DOJ or such
other applicable Governmental Entity or Person, give the other party the
opportunity to attend and participate in such meetings and conferences. For
purposes of this Agreement, "ANTITRUST LAW" means the Sherman Act, as amended,
the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as
amended, and all other applicable Laws that are designed or intended to
prohibit, restrict or regulate actions having the purpose or effect of
monopolization or restraint of trade or lessening of competition through merger
or acquisition.

     (c)     In performing the parties' obligations under Section 4.4(a), each
of the parties shall use its reasonable best efforts to resolve such objections,
if any, as may be asserted with respect to the transactions contemplated by this
Agreement under any Antitrust Law. In connection with the foregoing, if any
suit, action or proceeding, including any suit, action or proceeding by any
Person, is instituted (or threatened to be instituted) challenging any
transaction contemplated by this Agreement as violative of any Antitrust Law,
each of the parties shall cooperate in all respects with each other and use its
reasonable best efforts to contest and resist any such suit, action or
proceeding and to have vacated, lifted, reversed or overturned any judgment or
order, whether temporary, preliminary or permanent, that is in effect and that
prohibits, prevents or restricts consummation of the transactions contemplated
by this Agreement.

     (d)     If any objections are asserted with respect to the transactions
contemplated by this Agreement under any Antitrust Law (an "ANTITRUST
OBJECTION") or if any suit, action or proceeding is instituted (or threatened to
be instituted) by any Governmental Entity or other Person challenging any of the
transactions contemplated by this Agreement as violative of any Antitrust Law
(an "ANTITRUST CHALLENGE"), each of the parties shall use its reasonable best
efforts to resolve any such objections or challenges so as to permit
consummation of the transactions contemplated by this Agreement. For purposes of
this Section 4.4(d), "reasonable best efforts" shall include the Purchaser (and,
to the extent required by any Governmental Entity, its Subsidiaries and
affiliates) entering into a settlement, undertaking, consent decree, stipulation
or other agreement (a "SETTLEMENT") with a Governmental Entity regarding
antitrust matters in connection with the transactions contemplated by this
Agreement, including entering into a Settlement that requires the Purchaser to
hold separate (including by establishing a trust or otherwise) or to sell or
otherwise dispose of particular assets and/or withdraw from doing

                                       30


business in particular geographic areas, to satisfy any Antitrust Objections or
to settle any Antitrust Challenges.

     Section 4.5      PUBLIC ANNOUNCEMENTS. Through the Closing Date, the
Purchaser, the Parent and the Seller shall consult with each other before
issuing, and provide each other the opportunity to review and comment upon, any
press release, SEC filing or other public statements with respect to the
transactions contemplated hereby and shall not issue any such press release or
make any such public statement prior to such consultation, except as may be
required by applicable Law, by court process or by obligations pursuant to any
listing agreement with any national securities exchange.

     Section 4.6      TAX MATTERS.

     (a)     TAX SHARING AGREEMENTS. Effective as of the Closing, any Tax
sharing or Tax allocation agreement or arrangement between the Parent or any of
its Subsidiaries (other than a TDI Company or a TDI Subsidiary) and any TDI
Company or TDI Subsidiary shall be terminated and shall have no further effect
thereafter. All rights and obligations of the Parent and the Seller, on the one
hand, and any TDI Company or TDI Subsidiary, on the other hand, with respect to
Taxes shall be provided in this Section 4.6.

     (b)     THE SELLER'S TAX RETURNS FOR PERIODS THROUGH THE CLOSING DATE.

             (i)      The Seller or its designee shall prepare and timely file
or shall cause to be prepared and timely filed all necessary foreign, federal
state and local Tax Returns of or which include the TDI Companies or the TDI
Subsidiaries for Pre-Closing Tax Periods that are required to be filed
(including extensions) on or prior to the Closing Date, and shall pay or shall
cause to be paid any and all Taxes due with respect to such Tax Returns.

             (ii)     The Seller or its designee shall prepare and timely file
or shall cause to be prepared and, if required to do so by applicable Tax Law,
shall deliver, within 30 days prior to the deadline for the filing of such Tax
Returns, to the Purchaser for signing and filing all (A) consolidated, combined
or unitary Tax Returns for Taxes that are based upon or related to net income
("INCOME TAXES") of the Parent or the Seller which include the TDI Companies or
the TDI Subsidiaries with respect to any Pre-Closing Tax Period (including any
short period) that are not required to be filed on or prior to the Closing Date
and (B) other Income Tax Returns of the TDI Companies or the TDI Subsidiaries
with respect to a Pre-Closing Tax Period that ends on the Closing Date. The
Seller shall pay or shall cause to be paid any and all Taxes shown as due with
respect to such Tax Returns described in the preceding sentence.

             (iii)    The Purchaser shall prepare and deliver, or shall cause to
be prepared and delivered (at no cost to the Seller), within 75 days of receipt
of the Seller's request therefor, to the Seller, the Seller's standard
international, federal, state and local Tax Return data gathering packages
(and/or information requested therein) relating to the TDI Companies and the TDI
Subsidiaries. Such information shall be prepared on a basis consistent with the
prior year's Tax Returns. In addition to providing such information to the
Seller, the Purchaser shall promptly provide or cause to be provided to the
Seller (at no cost to the Seller) such other information as

                                       31


the Seller may reasonably request in order for the operations of the TDI
Companies and the TDI Subsidiaries to be properly reported in such Tax Returns.

             (iv)     The Seller or the Parent shall have the exclusive
authority and obligation to prepare or cause to be prepared all Tax Returns of
the Seller and the TDI Companies subject to Section 4.6(b)(i) and Section
4.6(b)(ii) that are due with respect to any Pre-Closing Tax Period. Such
authority shall include the determination of the manner in which any items of
income, gain, deduction, loss or credit arising out of the income, properties
and operations of the TDI Companies shall be reported or disclosed in such Tax
Returns; provided, however, that such Tax Returns shall be prepared by treating
items on such Tax Returns in a manner consistent with past practice with respect
to such items, unless otherwise required by Law. The Purchaser shall have the
right to review and comment on Income Tax Returns subject to Section
4.6(b)(ii)(B) and shall not be required to sign or file any such Income Tax
Return if such Income Tax Return has been prepared in a manner contrary to the
preceding sentence.

             (v)      With respect to any taxable period for Tax Returns that
would otherwise include but not end on the Closing Date, to the extent
permissible, but not required, pursuant to applicable Tax Law, the Seller may
and the Purchaser or its affiliates shall, at the Seller's direction, cause any
TDI Company or TDI Subsidiary to (A) take all steps as are or may be reasonably
necessary, including the filing of elections or returns with applicable Taxing
authorities, to cause such period to end on the Closing Date or (B) if clause
(A) is inapplicable, report the operations of the TDI Company or TDI Subsidiary
only for that portion of such period ending on the Closing Date in a combined,
consolidated, or unitary Tax Return filed by the Parent, the Seller or an
affiliate, notwithstanding that such taxable period does not end on the Closing
Date.

     For purposes of this Agreement, (x) the term "PRE-CLOSING TAX PERIOD" means
a taxable period or portion thereof that ends on or prior to the Closing Date;
if a taxable period begins on or prior to the Closing Date and ends after the
Closing Date, then the portion of the taxable period that ends on and includes
the Closing Date shall constitute a Pre-Closing Tax Period; (y) the term
"POST-CLOSING TAX PERIOD" means any taxable period that begins after the Closing
Date; if a taxable period begins on or prior to the Closing Date and ends after
the Closing Date, then the portion of the taxable period that begins immediately
after the Closing Date shall constitute a Post-Closing Tax Period; and (z) the
term "STRADDLE TAX PERIOD" means any taxable period that begins before the
Closing Date and ends after the Closing Date.

     (c)     THE PURCHASER'S TAX RETURNS FOR PERIODS THROUGH THE CLOSING DATE.
The Purchaser shall prepare and file or cause one or more TDI Companies to
prepare and file all Tax Returns of or which include the TDI Companies or the
TDI Subsidiaries for Tax periods for which the Seller is not responsible
pursuant to Section 4.6(b). Subject to Section 4.6(g)(i), the Purchaser shall
pay or cause to be paid any and all Taxes due with respect to such Tax Returns.
The Purchaser shall provide to the Seller drafts of all Pre-Closing Tax Period
Tax Returns described in the second preceding sentence required to be prepared
and filed by any TDI Company or TDI Subsidiary and a statement certifying the
amount of Taxes shown on such Tax Return that is allocable to the Seller
pursuant to Section 4.6(d) or Section 4.6(g)(i), together with appropriate
supporting information and schedules, at least 30 days prior to the due date for
the filing of such Tax Returns (including extensions). Within 15 days after the
receipt of the draft

                                       32


Tax Returns, the Seller shall notify the Purchaser of the existence of any
objection (specifying in reasonable detail the nature and basis of such
objection) the Seller may have to any items set forth on such draft Tax Returns
(a "DISPUTE NOTICE"). The Purchaser and the Seller agree to consult and resolve
in good faith any such objection. However, if the Purchaser and the Seller
cannot resolve any such objection, the objection shall be referred to the
Accountants for prompt resolution. The Purchaser and the Seller shall share
equally all costs of hiring the Accountants. The Purchaser shall not file any
Tax Return subject to this Section 4.6(c) without the prior written consent of
the Seller, which consent shall not be unreasonably withheld or delayed;
provided, however, that no such consent shall be required if the Seller shall
not have timely delivered a Dispute Notice or the objections contained in such
Dispute Notice shall have been finally resolved.

     (d)     APPORTIONMENT OF TAXES. All Taxes and Tax liabilities with respect
to the income, property or operations of the TDI Companies and the TDI
Subsidiaries that relate to a Straddle Tax Period shall be apportioned between
the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (A) in
the case of Taxes that are either (1) based upon or related to income, receipts,
capital or net worth (but not including sales and compensating use Taxes), or
(2) imposed in connection with any sale or other transfer or assignment of
property (real or personal, tangible or intangible) (other than conveyances
pursuant to this Agreement, as provided under Section 4.6(h)), such Taxes shall
be deemed equal to the amount which would be payable if the Tax year ended with
the Closing Date; and (B) in the case of Taxes imposed on a periodic basis with
respect to the TDI Companies and TDI Subsidiaries, or otherwise measured by the
level of any item, such Taxes shall be deemed to be the amount of such Taxes for
the entire period (or, in the case of such Taxes determined on an arrears basis,
the amount of such Taxes for the immediately preceding period), multiplied by a
fraction the numerator of which is the number of calendar days in the period
ending on the Closing Date and the denominator of which is the number of
calendar days in the entire period. Subject to Section 4.6(g)(ii), the Parent
and the Seller shall be liable for all Taxes attributable to a Pre-Closing Tax
Period. Subject to Section 4.6(g)(i), the Purchaser, the TDI Companies and the
TDI Subsidiaries shall be liable for all Taxes attributable to a Post-Closing
Tax Period. Any deferred items taken into income pursuant to Treasury Regulation
Sections 1.1502-13 and 1.1502-14, any excess loss accounts taken into income
under Treasury Regulation Section 1.1502-19 as a result of this transaction and
any items of income, gain, deduction or loss arising out of or relating to the
Asset Purchase Agreement or the transactions contemplated thereby shall for
these purposes be apportioned to a Pre-Closing Tax Period. All transactions not
in the ordinary course of business occurring on the Closing Date after the
Purchaser's purchase of the Shares shall be reported on the Purchaser's federal
Income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-
76(b)(1)(ii)(B).

     (e)     COOPERATION; AUDITS. In connection with the preparation of Tax
Returns, audit examinations, and any administrative or judicial proceedings
relating to the Tax liabilities imposed on the Seller, the Purchaser, the TDI
Companies or the TDI Subsidiaries for all Pre-Closing Tax Periods, the
Purchaser, the TDI Companies and the TDI Subsidiaries, on the one hand, and the
Parent and the Seller, on the other hand, shall cooperate fully with each other,
including during normal business hours, the furnishing or making available of
records, personnel (as reasonably required and at no cost to the other party),
books of account, powers of attorney or other materials necessary or helpful for
the preparation of such Tax Returns, the conduct of audit

                                       33


examinations or the defense of claims by Taxing authorities as to the imposition
of Taxes. The Parent, the Seller, the Purchaser, the TDI Companies and the TDI
Subsidiaries shall retain all Tax Returns, schedules and work papers and all
material records or other documents relating to all Taxes of the Seller, the TDI
Companies and the TDI Subsidiaries for the Tax period first ending after the
Closing Date and for all prior Tax periods until the later of (i) the expiration
of the statute of limitations of the Tax periods to which such Tax Returns and
other documents relate, without regard to extension, except to the extent
notified by another party in writing of such extensions for the respective Tax
periods, or (ii) seven years following the due date (without extension) for such
Tax Returns, and each of the Seller and the Purchaser shall maintain such Tax
Returns, schedules, work papers, records and documents in the same manner and
with the same care it uses in maintaining its Tax Returns, schedules, work
papers, records and documents. The Seller, on the one hand, and each of the
Purchaser, the TDI Companies and the TDI Subsidiaries, on the other hand, shall
give the other party reasonable written notice prior to destroying or discarding
any such books or records and, if the other party so requests, the other party
shall take possession of such books and records. Any information obtained under
this Section 4.6(e) shall be kept confidential, except as may be otherwise
necessary in connection with the filing of Tax Returns or claims for refund or
in conducting an audit or other proceeding.

     (f)     CONTROVERSIES. The Purchaser shall notify the Seller in writing
within 30 days of the receipt by the Purchaser or any affiliate of the Purchaser
(including a TDI Company or a TDI Subsidiary after the Closing Date) of written
notice of any inquiries, claims, assessments, audits or similar events with
respect to Taxes relating to a Pre-Closing Tax Period for which the Seller may
be liable under Section 4.6(g)(i) (any such inquiry, claim, assessment, audit or
similar event, a "TAX MATTER"). For Tax Matters relating solely to a Pre-Closing
Tax Period for which the Seller acknowledges in writing its liability under
Section 4.6(d), the Seller, at its own expense, shall have the exclusive
authority to represent the interests of the TDI Companies and the TDI
Subsidiaries with respect to any Tax Matter before the IRS, any other Taxing
Authority, any other governmental agency or authority or any court and shall
have the sole right to extend or waive the statute of limitations with respect
to such Tax Matter, including responding to inquiries, filing Tax Returns and
settling audits or lawsuits; provided, however, that the Seller shall not enter
into any settlement of or otherwise compromise any such Tax Matter that
adversely affects or may adversely affect the Tax liability of the Purchaser,
any TDI Company or any TDI Subsidiary for any Post-Closing Tax Period, including
any Straddle Tax Period, without the prior written consent of the Purchaser,
which consent shall not be unreasonably withheld. The Seller shall keep the
Purchaser fully and timely informed with respect to the commencement, status and
nature of any Tax Matter. The Seller shall, in good faith, allow the Purchaser
or the Purchaser's counsel to consult with it regarding the conduct of or
positions taken in any such proceeding. For Tax Matters relating to Straddle Tax
Periods, each of the Seller and the Purchaser may participate, at its own
expense, in representing the interests of the TDI Companies and the TDI
Subsidiaries; provided, however, that the representation shall be controlled by
that party which would bear the burden of the greater portion of the sum of the
adjustments that may reasonably be anticipated. Unless otherwise provided by the
Seller in writing to the Purchaser, all notices required by this Section 4.6(f)
shall be sent to: J. C. Penney Company, Inc., 6501 Legacy Drive, Plano, Texas
75024, Attention: Vice President and Director of Taxes.

                                       34


     (g)     TAX INDEMNIFICATION.

             (i)      The Parent and the Seller shall jointly and severally
indemnify the Purchaser from and against (A) any Income Taxes and Damages for
any Pre-Closing Tax Period resulting from, arising out of, relating to or caused
by any liability or obligation of any TDI Company or any TDI Subsidiary for
Income Taxes of any person other than a TDI Company or a TDI Subsidiary (w)
under Treasury Regulation Section 1.1502-6 (or any similar provision of state,
local or foreign law), (x) as a transferee or successor, (y) by contract, or (z)
otherwise, (B) any Income Taxes imposed on any TDI Company or TDI Subsidiary for
any Pre-Closing Tax Period, (C) any Taxes (other than Income Taxes) imposed on
any TDI Company or TDI Subsidiary for any Pre-Closing Tax Period but only to the
extent such Taxes in the aggregate exceed $3,200,000.00, (D) any Taxes arising
out of or relating to the Asset Purchase Agreement and the transactions
contemplated thereby, and (E) any breach of any covenant in this Section 4.6.
The Parent's and the Seller's obligation to indemnify the Purchaser with respect
to any Tax resulting from a Tax Matter shall be discharged to the extent that
the Parent's and the Seller's defense of such Tax Matter is prejudiced by the
Purchaser's failure to comply with Section 4.6(f) of this Agreement. The Parent
and the Seller shall discharge their obligation to indemnify the Purchaser
against such Pre-Closing Tax Period Tax by paying to the Purchaser an amount
equal to the amount of such Tax; provided, however, that if the Purchaser
provides the Parent or the Seller with written notice of a Pre-Closing Tax
Period Tax at least 30 days prior to the date on which the relevant Tax is
required to be paid by the Purchaser or the applicable TDI Company, the Parent
and the Seller shall, if and to the extent that it is liable for such Tax
hereunder, discharge their obligation to indemnify the Purchaser against such
Tax by paying an amount equal to the amount of such Tax to the relevant Taxing
Authority. The Parent or the Seller shall provide the Purchaser evidence of such
payment to the relevant Taxing Authority.

             (ii)     The Purchaser shall indemnify the Parent and the Seller
from and against (A) any Taxes (other than Income Taxes) and Damages imposed on
the Purchaser, any TDI Company, any TDI Subsidiary or any affiliate of the
Purchaser for any Tax Period provided that, with respect to Taxes (other than
Income Taxes) attributable to a Pre-Closing Tax Period, only to the extent such
Taxes in the aggregate do not exceed $3,200,000,00, (B) any Income Taxes and
Damages for any Post-Closing Tax Period imposed on (x) the Parent or the Seller
attributable to any TDI Company or TDI Subsidiary or (y) any TDI Company or TDI
Subsidiary, (C) Taxes and Damages arising from a transaction not in the ordinary
course of business occurring on the Closing Date after the Purchaser's purchase
of the Shares, (D) any Taxes and Damages resulting from a Section 338(g)
election, and (E) any breach of any covenant in this Section 4.6. The Purchaser
shall discharge its obligation to indemnify the Parent and the Seller against
such Tax under this Section 4.6(g)(ii) by paying to the Parent or the Seller an
amount equal to the amount of such Tax; provided, however, that if the Parent or
the Seller provides the Purchaser with written notice of a Tax under this
Section 4.6(g)(ii) at least 30 days prior to the date on which the relevant Tax
is required to be paid by the Parent or the Seller, the Purchaser shall, if and
to the extent that it is liable for such Tax hereunder, discharge its obligation
to indemnify the Parent and the Seller against such Tax by paying an amount
equal to the amount of such Tax to the relevant Taxing Authority. The Purchaser
shall provide the Parent or the Seller evidence of such payment to the relevant
Taxing Authority. Any payment required to be made under this paragraph shall be
made not later than 30 days after the receipt of written notice that any such
Tax has been incurred.

                                       35


     (h)     CONVEYANCE TAXES. The Seller and the Purchaser shall assume equal
liability for and pay any and all sales, use, value added, transfer, stamp,
registration, real property transfer or gains and similar Taxes (including any
penalties and interest) incurred as a result of the transactions contemplated by
this Agreement when due, and the Purchaser, at its own expense, shall file or
cause to be filed all necessary Tax Returns and other documentation with respect
to all such Taxes and fees. The Seller and the Purchaser shall provide
reasonable assistance in connection with such filings. To the extent that any
Taxes described in the second preceding sentence are required to be collected by
one party, the other party shall pay its share of such Taxes to the first party
and the first party shall remit such Taxes to the Taxing Authority.

     (i)     REFUNDS; CARRYBACKS. The Purchaser shall cause any TDI Company or
TDI Subsidiary to elect, where permitted by applicable Law, to carry forward any
Tax attribute carryover that would, absent such election, be carried back to a
Pre-Closing Tax Period. The Purchaser shall promptly pay or cause to be paid to
the Seller any Tax refunds or credits attributable to any Pre-Closing Tax Period
received or credited to the Purchaser, a TDI Company or any TDI Subsidiary, net
of any direct costs attributable to receipt of such refund or credit, including
Taxes payable with respect to such refund, within 10 days after the receipt of
such refund or credit. At the Seller's request, the Purchaser shall cooperate
with the Seller in obtaining such refunds, including through the filing of
amended Tax Returns or refund claims as prepared by the Seller, at its own
expense. Without the Parent's written consent, which consent may be withheld for
any reason or no reason, the Purchaser shall not carry back any net operating or
capital loss arising in a Post-Closing Tax Period to a Pre-Closing Tax Period.
All Tax refunds or credits attributable to any Post-Closing Tax Period shall be
for the benefit of the Purchaser and any such Tax refunds or credits received by
the Parent or the Seller shall promptly be paid to the Purchaser.

     (j)     ALLOCATION OF PURCHASE PRICE. Not less than 30 days prior to the
Closing, the Purchaser shall deliver to the Seller a draft statement (the
"ALLOCATION STATEMENT") proposing to allocate the Estimated Purchase Price among
the Shares. The Allocation Statement shall be adjusted to reflect any revisions
to the Purchase Price made pursuant to Section 1.4. Within 30 days after the
Purchaser delivers the draft Allocation Statement to the Seller, the Seller
shall notify the Purchaser of the existence of any objection (specifying in
reasonable detail the nature and basis of such objection) the Seller may have to
the draft Allocation Statement. The Purchaser and the Seller shall promptly
endeavor in good faith to resolve any such objection. If the Seller and the
Purchaser fail to resolve such objection within 30 days, the Accountants shall
determine whether the allocation was reasonable and, if not reasonable, shall
appropriately revise the draft Allocation Statement. If the Seller does not
respond within 30 days, or upon resolution of any disputed items, the allocation
reflected on the Allocation Statement (as revised, if applicable, by the mutual
agreement of the Purchaser and the Seller or by the Accountants) shall be the
final Allocation Statement. Each of the Seller and the Purchaser shall adhere
to, and be bound by, the final Allocation Statement for U.S. federal Income Tax
purposes and shall take no position contrary to the final Allocation Statement
unless required to do so by applicable Tax Law.

     (k)     TRUE-UP PAYMENTS FOR TAXES OTHER THAN INCOME TAXES. Upon the later
of (i) the expiration of the statue of limitations of the Pre-Closing Tax
Periods to which such Taxes relate (without regard to extension, except to the
extent notified by the Purchaser in writing), or (ii)

                                       36


four years following the due date (without extension) for such Taxes, the
Purchaser shall pay to the Seller, by wire transfer of immediately available
funds to an account designed by the Parent, an amount equal to the excess, if
any, of $3,200,000,00 over the aggregate amount of Taxes (other than Income
Taxes) attributable to Pre-Closing Tax Periods actually paid by the Purchaser or
any of its affiliates (including any TDI Company or TDI Subsidiary) following
the Closing.

     Section 4.7      EMPLOYEE BENEFIT MATTERS.

     (a)     EMPLOYEES AND COMPENSATION. Each individual who is an employee of
the Northern Business both immediately prior to the Closing and after the
closing of the transactions under the Asset Purchase Agreement (a "TDI
EMPLOYEE") will continue as an employee of such TDI Company or TDI Subsidiary on
and after the Closing Date. For purposes of this Section 4.7, the term TDI
Employee will include an individual who on the Closing Date is on a medical or
disability leave of absence or any other approved leave of absence from the TDI
Company or TDI Subsidiary. For a period of at least six (6) months beginning on
the Closing Date, the Purchaser will, or will cause one of its affiliates to,
provide each TDI Employee, for so long as each such employee remains employed by
the Purchaser or one of its affiliates, with a position providing (i) base pay
that is at least equal to the base pay provided to each such TDI Employee by the
TDI Companies and the TDI Subsidiaries on the Closing Date and (ii) a target
annual incentive compensation opportunity (expressed as a percentage of the TDI
Employee's annual base salary) that is at least equal to such TDI Employee's
target annual incentive compensation opportunity immediately prior to the
Closing Date (expressed in the same manner), but based on such performance goals
and other criteria as the Purchaser deems to be appropriate. Except as set forth
in Section 4.7(b), nothing contained in this Section 4.7 will limit the right of
the Purchaser or any of its affiliates to terminate or suspend the employment of
any TDI Employee after the Closing or to discontinue or modify the benefits
provided to any such employee.

     (b)     EMPLOYEE BENEFITS. For a period of at least six (6) months
beginning on the Closing Date, the Purchaser will, or will cause one of its
affiliates to, maintain without adverse change each Company Plan in effect and
providing accrued benefits as of the Closing Date, except that the Purchaser
will not be required to continue under any Company Plan any investment fund
intended to invest primarily or exclusively in Parent stock or continue any
employer contributions made or invested in Parent stock or any Company Plan
retained by Seller under this Section 4.7. In addition, if any TDI Employee
other than a Headquarters Employee (as hereinafter defined) terminates
employment during the 12-month period beginning on the Closing Date, the
Purchaser will, or will cause one of its post-Closing affiliates to, provide
such employee with severance benefits pursuant to a severance benefits plan
adopted by the Purchaser or one of its post-Closing affiliates, in an amount at
least equal to the benefits provided (i) under Eckerd HR Policy 1.43, if the TDI
Employee is employed at a store, and (ii) under the Eckerd Separation Benefits
Program Non-Exempt (Hourly) Associates or the Eckerd Separation Benefits Program
Exempt (Salaried) Associates, as applicable, if the TDI Employee is a member of
the region or district staff or is employed at a service support center,
intervention center or the Puerto Rico repack center (if, in either case, the
TDI Employee would have been eligible for benefits under such HR Policy or
Separation Benefits Program). The Purchaser agrees that for any employee benefit
plan of the Purchaser or any of its affiliates made available after the Closing
to TDI Employees, such employees will receive credit for the years of service
credited to them prior to the Closing by the Parent, the Seller, the TDI
Companies or the TDI Subsidiaries in

                                       37


determining eligibility and vesting under such employee benefit plan and in
determining the amount of benefits under any applicable sick leave, vacation,
severance or other-welfare plan. The Parent and the Seller will cause the TDI
Employees to be fully vested in any awards under the J. C. Penney Company, Inc.
2001 Equity Compensation Plan and 1997 Equity Compensation Plan.

     (c)     ECKERD PENSION PLAN. Prior to the Closing Date, the Parent will, or
will cause one of its post-Closing affiliates to, adopt and assume the
sponsorship of the Eckerd Corporation Pension Plan and related trust (the
"ECKERD PENSION"), and the Parent and the Seller will cause all right, title,
interest, duties and authorities of the TDI Companies and TDI Subsidiaries with
respect to the Eckerd Pension to be transferred to the Parent or a post-Closing
affiliate in accordance with applicable Law. At the Closing, the parties will
execute and deliver such documents and instruments as may be required to effect
such assumption. Neither the Purchaser nor any of its post-Closing affiliates
will have any responsibility for, or any Liability with respect to, the Eckerd
Pension.

     (d)     ECKERD SUPPLEMENTAL BENEFITS. Prior to the Closing, the Parent and
the Seller will take all action necessary to cause Eckerd Corporation either (i)
to terminate the nonqualified employee benefit plans and trusts listed in
Section 4.7(d) of the Disclosure Schedule as of a date no later than the Closing
Date or (ii) to transfer sponsorship of such plans and trusts to the Parent or
an affiliate of the Parent as of a date no later than the Closing Date. The
Parent will, or will cause one of its post-Closing affiliates to, assume all
benefit obligations under such terminated or transferred plans. As soon as
practicable after the termination of such plans, but not earlier than the
Closing Date, the Parent will, or will cause one of its post-Closing affiliates
to, pay all accrued benefit obligations under such plans in a single lump sum
payment, provided that each Person entitled to payment under any such plan
furnishes to the Parent a release of claims, in a form satisfactory to the
Parent, in favor of the Parent and its post-Closing affiliates. To the extent
that any TDI Company or TDI Subsidiary owns life insurance policies insuring the
lives of TDI Employees that are intended to fund benefits under one or more of
the nonqualified plans listed in Section 4.7(d) of the Disclosure Schedule, the
Parent will, or will cause one of its affiliates, prior to the Closing Date, to
(x) surrender such polices to the insurance company for their cash value and
transfer such cash to the Parent or (y) transfer ownership of such policies to
the Parent or a post-Closing affiliate.

     (e)     RETAINED SUPPLEMENTAL BENEFIT LIABILITIES. The Parent will retain
and be solely responsible for the payment of the accrued benefit obligation of
each TDI Employee and any former employee of the TDI Companies or the TDI
Subsidiaries under the J. C. Penney Corporation, Inc. Mirror Savings Plans I and
II, the J. C. Penney Corporation, Inc. Mirror Savings Plan III, the Supplemental
Retirement Program for Management Profit-Sharing Associates of J. C. Penney
Corporation, Inc., and the J. C. Penney Corporation Benefit Restoration Plan.
Neither the Purchaser nor any of its post-Closing affiliates will have any
responsibility for, or any Liability for benefits under, any Benefit Plan that
is not a Company Plan.

     (f)     HEADQUARTERS EMPLOYEE SEPARATION AND INCENTIVE LIABILITIES.
Effective as of the Closing, the Parent will assume sponsorship of, and be
solely responsible for, the Eckerd Contingent Separation Pay Program, the Eckerd
Contingent Critical Pay Program and the Eckerd

                                       38


Contingent Retention Incentive Pay Program and will assume and be solely
responsible for all separation, severance or retention incentive payments and
benefits under any other plan, arrangement or agreement in effect immediately
prior to the Closing Date for which the TDI Companies or TDI Subsidiaries are
otherwise obligated with respect to current or former Headquarters Employees (as
defined below); provided, however, that the amount of payments and benefits
under any such Program or other plan, arrangement or agreement will not exceed
the amount of payments and benefits calculated on the basis of each such
Headquarters Employee's salary or base pay and incentive compensation level in
effect immediately prior to the Closing Date. As used in this Section 4.7, the
term "Headquarters Employee" means any TDI Employee, other than a member of the
region or district staff, who is employed (i) at the headquarters of the TDI
Companies in Largo, Florida, (ii) at the airport fixed base of operations in
Clearwater, Florida, or (iii) at the repackaging facility in Largo, Florida. The
Parent will cause all benefits under the Eckerd Contingent Separation Pay
Program, the Eckerd Contingent Critical Pay Program and the Eckerd Contingent
Retention Incentive Pay Program to be paid to TDI Employees entitled to payments
under such Programs not later than six months after the Closing Date (without
regard to whether such employee remains employed by the Purchaser or one of its
post-Closing affiliates after such six-month date). Except for Liabilities
arising under an employment or similar agreement, neither the Parent nor any
post-Closing affiliate of the Parent will have any responsibility or Liability
(x) for any separation or severance payments or benefits with respect to any
Headquarters Employee who terminates employment from the Purchaser or any of its
post-Closing affiliates more than six months after the Closing Date or (y) for
any separation or severance payments or benefits under any other plan,
arrangement or agreement (whether in effect on the Closing Date or adopted by
the Purchaser or any of its post-Closing affiliates after the Closing Date) with
respect to any TDI Employee other than a Headquarters Employee who terminates
employment on or after the Closing Date.

     (g)     OTHER RETAINED BENEFIT PLAN LIABILITIES. The Parent will assume and
be solely responsible for all liabilities and obligations of the TDI Companies
and TDI Subsidiaries with respect to: (i) the Genovese Drug Stores, Inc. 1984
Employee Stock Option and Stock Appreciation Rights Plan, and (ii) any
obligation to provide post-retirement medical, prescription drug or insurance
benefits to current and former employees of the TDI Companies and TDI
Subsidiaries, including Headquarters Employees, other than COBRA continuation
coverage required by Section 4980B of the Code.

     (h)     WARN LIABILITIES. The Purchaser will be responsible for complying
with all requirements under WARN or any similar state law with respect to TDI
Employees who terminate employment on or after the Closing Date, and neither the
Parent nor any of its post-Closing affiliates will have any Liability under WARN
or any similar state law with respect to such terminated TDI Employees. Prior to
the Closing, the Parent will, or will cause one of its affiliates to, take all
action necessary to amend the Eckerd Contingent Separation Pay Program, the
Eckerd Separation Benefits Program Non-Exempt (Hourly) Associates and the Eckerd
Separation Benefits Program Exempt (Salaried) Associates to provide that
benefits payable to eligible TDI Employees under such Programs will be reduced
by any payments required to be made to the TDI Employees under WARN or any
similar state law. The Parent and the Purchaser will, and will cause their
affiliates to, cooperate in furnishing any notices to TDI Employees prior to the
Closing that may be required to reduce or avoid Liability under WARN or any
similar state law.

                                       39


     (i)     COOPERATION BY THE PURCHASER. To facilitate the payment to TDI
Employees of any amounts for which the Parent or an affiliate of the Parent has
assumed Liability under this Section 4.7, the Purchaser will, or will cause one
of its affiliates to, permit such payments to be made through the payroll of a
TDI Company or a TDI Subsidiary. Neither the Purchaser nor any of its affiliates
will cause excise taxes under Section 4999 of the Code to be withheld with
respect to any such payment unless directed to do so by the Parent or an
affiliate of the Parent. If the Purchaser or any of its affiliates receives
written notice from any Taxing Authority of any inquiry, claim, assessment,
audit or similar event relating to such excise taxes or a failure to withhold
such excise taxes, the Purchaser will notify the Parent within 30 days of
receipt of such written notice. The Parent, at its own expense, will have the
exclusive authority to defend against any claim or assessment by a Taxing
Authority relating to such excise taxes or a failure to withhold such excise
taxes. In the event that the Purchaser or any of its affiliates incurs any
taxes, penalties, interest or other Liability as a result of any failure to
withhold the proper amount of such excise taxes, the Parent will promptly
reimburse the Purchaser and its affiliates the amount of any such taxes,
penalties, interest or other Liability.

     Section 4.8      INTERNET-RELATED MATTERS.

     (a)     WEBSITES. The Seller and the Purchaser will cooperate and work
diligently (i) so that, promptly following the Closing, all text, images and
other content contained in all web sites relating to the TDI Companies or the
TDI Subsidiaries maintained by the Seller or the Parent are provided to the
Purchaser for inclusion in its web site and (ii) to remove the name "J. C.
Penney," "JCPenney," "Penney," or "JCP" or any reference thereto or variation
thereof or any other trade name, brand name, trademark, service mark or other
mark listed in Section 4.8(a) of the Disclosure Schedule or any variation
thereof from any such text, image or other content (collectively, the "PENNY
MARKS").

     (b)     OWNERSHIP OF DOMAIN NAMES. The Parent shall retain ownership of all
domain names employing the name "J. C. Penney," "JCPenney," "Penney" or "JCP"
and neither the Purchaser, any TDI Company nor any TDI Subsidiary nor any of
their respective affiliates shall have any right or license to any such domain
name.

     (c)     INTERNET PROTOCOL ADDRESS. To the extent that the Seller, a TDI
Company or a TDI Subsidiary utilizes any internet protocol address space
allocated to the Parent, such internet protocol address space shall remain the
property of the Parent, and no rights or licenses are granted to the Purchaser,
the TDI Companies or the TDI Subsidiaries with respect thereto, except to the
extent permitted by the Transition Services Agreements.

     (d)     PHONE NETWORK. None of the Purchaser, any TDI Company or any TDI
Subsidiary shall have any right to continued access to the Parent's phone
network, the Parent's internet mail or the Parent's computer network, except to
the extent permitted by the Transition Services Agreements.

     Section 4.9      GUARANTEES. The Purchaser shall promptly use its
reasonable best efforts to fully release the Seller, the Parent or any of their
affiliates (other than the TDI Companies or the TDI Subsidiaries) from any
guarantees or similar agreements or arrangements with respect to obligations of
any TDI Company or TDI Subsidiary, including entering into any agreement or

                                       40


instrument necessary to fully assume such guarantee or other obligation, without
recourse to the Seller, the Parent or any of their affiliates (other than the
TDI Companies or the TDI Subsidiaries).

     Section 4.10     USE OF INTELLECTUAL PROPERTY. The Parent and the Seller
acknowledge that from and after the Closing, all right, title and interest in
the Intellectual Property, including the names "Eckerd", "Thrift Drug" and
"Genovese" but excluding software subject to a license as set forth on Section
2.2(n)(i) and 2.2(n)(iv) of the Disclosure Schedule, shall be owned exclusively
by a TDI Company or a TDI Subsidiary (except as otherwise provided in the
Framework Agreement or the Transition Services Agreements), that neither the
Parent nor any of its affiliates shall have any rights or interest in the
Intellectual Property and that neither the Parent nor any of its affiliates will
contest the exclusive ownership or validity of any rights of the Purchaser, any
TDI Company or any TDI Subsidiary in or to the Intellectual Property. From and
after the Closing, neither the Parent nor any of its affiliates shall use any of
the Intellectual Property, except in accordance with the Transition Services
Agreements.

     Section 4.11     USE OF PENNEY MARKS. The Purchaser acknowledges that from
and after the Closing, the Penney Marks shall be owned by the Parent or an
affiliate of the Parent (other than the TDI Companies or the TDI Subsidiaries),
that none of the Purchaser nor any of its affiliates, including the TDI
Companies and the TDI Subsidiaries, shall have any rights in the Penney Marks
and that none of the Purchaser nor any of its affiliates, including the TDI
Companies and the TDI Subsidiaries, will contest the ownership or validity of
any, rights of the Parent or any affiliate of the Parent (other than the TDI
Companies and the TDI Subsidiaries) in or to the Penney Marks. From and after
the Closing, none of the Purchaser nor any of its affiliates, including the TDI
Companies and the TDI Subsidiaries, shall use any of the Penney Marks, domain
names or otherwise, except in accordance with the Transition Services
Agreements.

     Section 4.12     RELEASE OF INDEMNITY OBLIGATIONS. The Parent covenants and
agrees, on or prior to the Closing, to execute and deliver to the Purchaser, for
the benefit of each TDI Company and each TDI Subsidiary, a general release and
discharge, in substantially the form attached hereto as EXHIBIT E-2, and the
Purchaser acknowledges and agrees that on or prior to the Closing, each TDI
Company and each TDI Subsidiary will execute and deliver to the Parent, for the
benefit of the Parent and each of its affiliates (other than the TDI Companies
and the TDI Subsidiaries), a general release and discharge in substantially the
form attached hereto as EXHIBIT E-1.

     Section 4.13     FURTHER ACTION. Each of the parties hereto shall use all
reasonable efforts to take, or cause to be taken, all appropriate action, do or
cause to be done all things necessary, proper or advisable under applicable Law,
and to execute and deliver such documents and other papers, as may be required
to carry out the provisions of this Agreement and consummate and make effective
the transactions contemplated by this Agreement.

     Section 4.14     NOTICE OF DEVELOPMENTS. Prior to the Closing, (a) the
Parent shall promptly (i) notify the Purchaser in writing of any event,
circumstance, fact or occurrence which is a material breach of a representation
or warranty or covenant of the Parent or the Seller in this Agreement or which
has the effect of making any representation or warranty of the Parent or the

                                       41


Seller in this Agreement untrue or incorrect in any material respect; and (ii)
deliver to the Purchaser copies of (A) the monthly unaudited balance sheet of
the Seller as of each month and the related unaudited statement of operations
and cash flows of the Seller for such months with respect to the Business and
(B) the monthly FRC reports, each as prepared by or for the Seller in the
ordinary course of business consistent with past practices; and (b) the
Purchaser shall promptly notify the Parent in writing of any event,
circumstance, fact or occurrence which is a material breach of a representation
or warranty or covenant of the Purchaser in this Agreement or which has the
effect of making any representation or warranty of the Purchaser in this
Agreement untrue or incorrect in any material respect.

     Section 4.15     CONFIDENTIALITY. The Parent and the Seller agree to, and
shall cause their agents, representatives, affiliates, employees, officers and
directors to: (a) treat and hold as confidential (and not disclose or provide
access to any other Person to) all information relating to trade secrets,
processes, patent and trademark applications, product development, price,
customer and supplier lists, pricing and marketing plans, policies and
strategies, details of client and consultant contracts, operations methods,
product development techniques, business acquisition plans, new personnel
acquisition plans and all other confidential or proprietary information with
respect to the Northern Business, the TDI Companies and the TDI Subsidiaries,
(b) in the event that the Parent, the Seller or any such agent, representative,
affiliate, employee, officer or director becomes legally compelled to disclose
any such information, provide the Purchaser with prompt written notice of such
requirement so that the Purchaser, any TDI Company or any TDI Subsidiary may
seek a protective order or other remedy or waive compliance with this Section
4.15 and (c) in the event that such protective order or other remedy is not
obtained, or the Purchaser waives compliance with this Section 4.15, furnish
only that portion of such confidential information which is legally required to
be provided and reasonably cooperate with the Purchaser to obtain assurances
that confidential treatment will be accorded such information, provided,
however, that this sentence shall not apply to any information that, at the time
of disclosure, is available publicly and was not disclosed in breach of this
Agreement by the Parent, the Seller, or their respective agents,
representatives, affiliates, employees, officers or directors; and provided
further that, with respect to Intellectual Property, specific information shall
not be deemed to be within the foregoing exception merely because it is embraced
in general disclosures in the public domain. Notwithstanding anything set forth
above in this Section 4.15, the Purchaser understands and acknowledges that
certain of the confidential and proprietary information referred to in this
Section 4.15 is associated with or part of the information Parent and Seller
will share with others pursuant to the Asset Purchase Agreement in connection
with the sale of certain assets by the Seller on the Closing Date and pursuant
to the Transition Services Agreements. The Purchaser agrees that such sharing
shall not constitute a breach of this Section 4.15. The Parent and the Seller
agree and acknowledge that remedies at law for any breach of its obligations
under this Section 4.15 are inadequate and that in addition thereto the
Purchaser shall be entitled to seek equitable relief, including injunction and
specific performance, in the event of any such breach.

     Section 4.16     ASSET PURCHASE AGREEMENT. (a) At or prior to the Closing,
the Parent will cause the Seller or its affiliates to transfer each of the
assets and liabilities specified in the Asset Purchase Agreement as Purchased
Assets and Assumed Liabilities, respectively, to the Asset Purchaser or another
Person other than a TDI Company or a TDI Subsidiary, all in accordance with the
terms and conditions specified in the Asset Purchase Agreement.

                                       42


     (b)     None of the entry into of the Asset Purchase Agreement, compliance
with the provisions thereof or the consummation of the transactions contemplated
thereby will constitute a breach of any representation or warranty made by the
Parent or the Seller in or pursuant to this Agreement or the violation or breach
of any covenant of the Parent or the Seller contained in this Agreement.

     Section 4.17     TITLE AND SURVEY OBLIGATIONS. The Seller will make
available copies of any existing title policies or surveys for the Real Property
in the possession of the Seller, the TDI Companies or the TDI Subsidiaries for
the Purchaser's review. Any updates to title and/or surveys for the Real
Property shall be the sole responsibility of the Purchaser, and the Seller shall
have no obligation to incur any cost or expense, including attorneys' fees, in
connection with the Purchaser's acquisition of updated title and surveys for the
Real property, including any obligation to cure any title defects or objections
raised by the Purchaser and/or its lender upon their review of the updated title
and/or surveys for the Real Property to the extent such defects or obligations
arise from or are related to Permitted Liens or the leases and subleases listed
or described in Section 2.2(m)(i)(C) of the Disclosure Schedule.

     Section 4.18     ENVIRONMENTAL INSPECTIONS.

     (a)     Prior to the Closing, the Purchaser shall not conduct any
environmental inspections, investigations or testing on the Real Property
without the Seller's prior written consent, which shall not be unreasonably
withheld or delayed but which shall be subject to the receipt by the Seller of
any required landlord consent pursuant to the leases or subleases of the Leased
Real Property. The Seller shall have the right to have a representative present
during any inspections of the Real Property. The Purchaser may request
information about the Real Property from Governmental Entities, but will not
disclose to any Governmental Entity the results of any inspection, sampling or
testing conducted at any of the Real Property, whether performed by the Seller,
the Purchaser, a consultant or agent thereof or otherwise, without the Seller's
prior written consent, except to the extent required by Law.

     (b)     Prior to the Closing, the Purchaser will, or will cause its
consultants or agents to, promptly pay when due the costs of all entry and
inspections and examinations done with regard to the Real Property and promptly
restore the Real Property to the condition in which such Real Property existed
prior to any entry, inspection or examination.

     (c)     Prior to the Closing, the Purchaser shall keep all of the Real
Property free and clear of all Liens or Encumbrances caused by the Purchaser or
any of its consultants or agents. The Purchaser hereby agrees to indemnify,
defend and hold harmless the Seller Indemnitees (and to the extent applicable,
any third party landlord of the Leased Real Property) from and against any
Damages suffered by any Seller Indemnitee arising out of (i) any entry upon the
Real Property and any inspections or examinations conducted by the Purchaser,
its consultants or agents, on the Real Property, or (ii) any breach of the
provisions in this Section 4.18 by the Purchaser, its consultants or agents. The
provisions of this Section 4.18 shall not be subject to any limitation of
Liability set forth in this Agreement.

     Section 4.19     FRAMEWORK AGREEMENT. At or prior to the Closing, the
Purchaser, the Asset Purchaser, CVS as guarantor and Brooks as guarantor shall
enter into the Framework

                                       43


Agreement in substantially the form attached hereto as EXHIBIT F and the TDI
Companies and the Asset Purchaser shall enter into a Transition Services
Agreement in substantially the form attached hereto as EXHIBIT D-2. The Parent
shall not have any liability for the failure of any party thereto to comply with
the provisions of such Framework Agreement or Transition Services Agreement.

     Section 4.20     TRANSITION SERVICES AGREEMENT. Following the Closing Date,
the Parent shall cause to be provided, to the Northern Business and the
Purchasers on a cost reimbursement basis, certain services which are currently
provided by the Parent and its affiliates to the Business, all as more fully set
forth in the Transition Services Agreement to be agreed between JCP and the
Purchaser prior to the Closing and to be entered into by JCP and the Purchaser
as of the Closing Date in substantially the form specified in EXHIBIT D-1
attached hereto.

     Section 4.21     DELIVERY OF ADDITIONAL FINANCIAL STATEMENTS. The Parent
will deliver, or cause to be delivered, to the Purchaser, (i) the audited
statement of assets acquired and liabilities assumed of the Northern Business as
of January 31, 2004 (including the notes thereto) and the related audited
statements of revenues and cash flows of the Northern Business for the period
then ended and the unqualified opinion of the auditor thereon (collectively, the
"2003 CARVE-OUT SPECIAL PURPOSE FINANCIAL STATEMENTS - NORTHERN OPERATIONS") and
(ii) the audited statement of assets acquired and liabilities assumed of the
Northern Business as of January 26, 2002 and January 25, 2003 (including the
notes thereto) and the related audited statements of revenues and cash flows of
the Northern Business for the periods then ended and the unqualified opinion of
the auditor thereon (collectively, together with the 2003 Carve-Out Special
Purpose Northern Financial Statements, the "CARVE-OUT SPECIAL PURPOSE FINANCIAL
STATEMENTS - NORTHERN OPERATIONS") on or before the date that is five (5)
business days prior to the Closing Date. Notwithstanding the foregoing, the
Parent will use commercially reasonable efforts to deliver the Carve-Out Special
Purpose Financial Statements - Northern Operations on or before May 15, 2004,
provided however, that the Purchaser shall reimburse the Parent for any and all
incremental out-of-pocket expenses incurred in connection with the expedited
preparation of the foregoing financial statements.

     Section 4.22     REAL PROPERTY COMMITMENTS. The Parent and the Seller shall
deliver to the Purchaser, promptly following the execution and delivery of a
mutually agreeable letter agreement (the "LETTER AGREEMENT") by each of the
parties hereto, a list of all commitments of any TDI Company or any TDI
Subsidiary to purchase or lease real property. The Letter Agreement shall
contain, among other things, (i) a prohibition against the Purchaser's
distribution of such list or in any way the conveyance of the information on
such list to any employee, agent, division or subsidiary of the Purchaser that
has any material authority or influence in the decision to open new stores or
relocate or close existing stores, (ii) a prohibition against the use of the
information on such list for any purpose other than for the transactions
contemplated by this Agreement, and (iii) an acknowledgement that,
notwithstanding anything to the contrary in this Agreement or the Letter
Agreement, the Purchaser has no right to approve, disapprove or influence the
purchase or lease of any real property or the opening, relocating or closing of
any store by any TDI Company or any TDI Subsidiary.

     Section 4.23     JEC OWNED REAL PROPERTY. Prior to the Closing Date, the
Parent shall cause JEC Funding, Inc. to sell, convey, assign, transfer and
deliver fee title to the locations

                                       44


listed or described on Section 4.23 of the Disclosure Schedule (the "JEC OWNED
REAL PROPERTY") to a TDI Company or TDI Subsidiary. In addition, the Parent
agrees to provide the Purchaser with reasonable evidence of such transfer prior
to the Closing.

     Section 4.24     CONTRACTUAL OVERPAYMENTS. If at any time in the eighteen
(18) month period following the Closing Date, the Purchaser or any of its
affiliates receives a refund amount or a reduction in an amount payable from a
vendor that relates to a contractual overpayment made by any TDI Company or TDI
Subsidiary in the period prior to the Closing Date, the Purchaser shall use
reasonable best efforts to turn over an amount equal to fifty percent of such
refunded amount or an amount equal to the reduction, as the case may be, to the
Parent. The Parent and the Purchaser shall (and the Purchaser shall cause the
TDI Companies and TDI Subsidiaries to) cooperate in good faith to identify and
obtain a refund of any such overpayment.

     Section 4.25     ORPHAN ENTITIES. Prior to the Closing Date the Parent and
the Seller shall cause the applicable TDI Company to either (i) dissolve each of
the Orphan Entities or (ii) transfer all the capital stock of each of the Orphan
Entities to the Parent or an affiliate of the Parent (other than a TDI Company
or TDI Subsidiary). In connection with such dissolution or transfer, all assets
of the Orphan Entities shall be transferred to a TDI Company or a TDI
Subsidiary.

     Section 4.26     IP LIENS. The Parent and the Seller shall use commercially
reasonable efforts to have released on or before the Closing Date any security
interests on all federally registered trademarks that are a part of the
Intellectual Property.

     Section 4.27     JCP OWNED REAL PROPERTY. Prior to the Closing Date, the
Parent shall or shall cause its applicable affiliate to sell, convey, assign,
transfer and deliver fee title to the locations listed or described on Section
4.27 of the Disclosure Schedule (the "JCP OWNED REAL PROPERTY") to a TDI Company
or TDI Subsidiary.

     Section 4.28     INTENTIONAL BREACH OF THE ASSET PURCHASE AGREEMENT. If (i)
the Parent or any Seller under the Asset Purchase Agreement willfully breaches
the Asset Purchase Agreement, (ii) such breach is the cause of the termination
of the Asset Purchase Agreement by the Asset Purchaser, (iii) on the date of
such termination the Parent does not have the right to terminate this Agreement
pursuant to either Section 6.1(d)(x) or Section 6.1 (d)(y) and (iv) on the date
of such termination the Purchaser's financing pursuant to the executed
commitment letter attached as EXHIBIT G shall not have been revoked or
withdrawn, except solely due to the termination of the Asset Purchase Agreement
as described above, then the Parent shall reimburse the Purchaser an amount, not
in excess of $20,000,000.00, for its documented reasonable out-of-pocket
expenses incurred in connection with the transactions contemplated by this
Agreement.

     Section 4.29     JCP LEASED REAL PROPERTY. Subject to obtaining any
applicable landlord consents, prior to the Closing Date, the Parent shall or
shall cause its applicable affiliate to assign its entire leasehold interest in
the leased real property listed or described on Section 4.29 of the Disclosure
Schedule (the "JCP LEASED REAL PROPERTY") to a TDI Company or TDI Subsidiary. If
any necessary landlord consent to assign the leasehold interest in any JCP
Leased Real Property is not obtained prior to the Closing, (i) neither this
Agreement nor any other document related to the consummation of the transaction
contemplated herein will constitute a sale,

                                       45


assignment, assumption, transfer, conveyance or delivery, or an attempted sale,
assignment, assumption, transfer conveyance or delivery, of any applicable JCP
Leased Real Property or the lease pursuant to which such property is held (a
"JCP LEASE") and (ii) following the Closing, the Parent and the Purchaser will
use commercially reasonable efforts, and reasonably cooperate with one another,
to obtain the consent(s) as quickly as practicable. Pending the obtaining of
such consent(s), the Parent and the Purchaser will cooperate with each other in
any reasonable and lawful arrangements designed to provide to the Purchaser the
benefits of use of the applicable JCP Leased Real Property for the term of the
JCP Lease. Once a necessary consent for the assignment of a JCP Lease is
obtained, the Parent will promptly assign such JCP Lease to a TDI Company or TDI
Subsidiary, and the applicable TDI Company or TDI Subsidiary will assume any and
all liabilities and obligations under such JCP Lease.

     Section 4.30     TRADEMARKS. Prior to the Closing Date, (i) EDC Licensing,
Inc., a Delaware corporation and one of the TDI Subsidiaries ("EDC"), shall
assign, transfer and convey all its right, title and interest in and to the
trademarks, trade names, service marks and logos set forth in Section 4.30(a) of
the Disclosure Schedule (the "PBM MARKS") and all goodwill of the business
associated with the PBM Marks to the PBM Entity and (ii) the Parent shall, or
shall cause its applicable affiliate to, assign, transfer and convey all its
right, title and interest in and to the trademarks, trade names, service marks
and logos set forth in Section 4.30(b) of the Disclosure Schedule (the "NORTH
MARK") and all goodwill of the business associated with the North Mark to EDC.

     Section 4.31     DOMAIN NAMES. Prior to the Closing Date, the Parent shall,
or shall cause its applicable affiliate to, assign, transfer and convey all its
right, title and interest in and to the domain names set forth in Section 4.31
of the Disclosure Schedule to a TDI Company or a TDI Subsidiary.

                                    ARTICLE V

                              CONDITIONS PRECEDENT

     Section 5.1      CONDITIONS TO EACH PARTY'S OBLIGATION. The respective
obligation of each party to consummate the transactions contemplated hereby is
subject to the satisfaction or written waiver on or prior to the Closing Date of
each of the following conditions:

     (a)     NO INJUNCTION OR ILLEGALITY. No injunction, order, decree,
temporary restraining order or judgment shall have been issued by any
Governmental Entity of competent jurisdiction and be in effect, and no statute,
rule or regulation shall have been enacted or promulgated by any Governmental
Entity and be in effect, which in either case restrains or prohibits or
materially restricts the consummation of the transactions contemplated hereby;
provided, however, that the party invoking this condition shall use its
reasonable best efforts to have any such restraint removed.

     (b)     HSR ACT; GOVERNMENTAL APPROVALS. The required waiting period under
the HSR Act applicable to the purchase and sale of the Shares shall have expired
or been earlier terminated, and all notices, reports and other filings required
to be made prior to the Closing by any TDI Company or any TDI Subsidiary or by
the Purchaser with, and all material consents,

                                       46


registrations, approvals, permits and authorizations required to be obtained
prior to the Closing from, any Governmental Entity in connection with the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby shall have been made or obtained; provided
however, that the failure to obtain any or all Pharmacy Approvals by any party
hereto shall not be a condition to Closing.

     (c)     ASSET PURCHASE. The closing of the transactions contemplated by the
Asset Purchase Agreement shall have occurred.

     Section 5.2      CONDITIONS TO OBLIGATIONS OF THE PARENT AND THE SELLER.
The obligations of the Parent and the Seller to consummate the transactions
contemplated hereby are subject to the satisfaction or written waiver on or
prior to the Closing Date of the following conditions:

     (a)     REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and
warranties of the Purchaser contained in this Agreement that are qualified as to
materiality shall be true and correct in all respects, and those that are not so
qualified shall be true and correct in all material respects, as of the date of
this Agreement and, except for any such representations and warranties that
speak as of an earlier specified date, as of the Closing Date with the same
force and effect as though made on and as of the Closing Date. The Purchaser
shall have performed and complied in all material respects with all covenants
and agreements required to be performed or complied with by it hereunder on or
prior to the Closing Date.

     (b)     CLOSING DELIVERIES. The Purchaser shall have made the deliveries
required to be made by it under Section 1.6(a).

     Section 5.3      CONDITIONS TO OBLIGATIONS OF THE PURCHASER. The obligation
of the Purchaser to consummate the transactions contemplated hereby is subject
to the satisfaction or written waiver on or prior to the Closing Date of the
following conditions:

     (a)     REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and
warranties of the Parent and the Seller contained in this Agreement that are
qualified as to materiality shall be true and correct in all respects, and those
that are not so qualified shall be true and correct in all material respects, as
of the date of this Agreement and, except for any such representations and
warranties that speak as of an earlier specified date, as of the Closing Date
with the same force and effect as though made on and as of the Closing Date. The
Parent and the Seller shall have performed and complied in all material respects
with all covenants and agreements required to be performed or complied with by
it hereunder on or prior to the Closing Date.

     (b)     CLOSING DELIVERIES. The Parent and the Seller shall have made the
deliveries required to be made by them under Section 1.6(b).

     (c)     FINANCING. The Purchaser shall have obtained financing sufficient
to consummate the transactions contemplated hereby pursuant to the executed
commitment letter attached as EXHIBIT G.

     (d)     NO MATERIAL ADVERSE EFFECT. No event or events shall have occurred
after the date of this Agreement which have had, individually or in the
aggregate, a Material Adverse Effect.

                                       47


     (e)     DELIVERY OF ADDITIONAL FINANCIAL STATEMENTS. The Parent shall have
delivered, or caused to be delivered, the Carve-Out Special Purpose Financial
Statements - Northern Operations in accordance with Section 4.21.


                                   ARTICLE VI

                        TERMINATION, AMENDMENT AND WAIVER

     Section 6.1      TERMINATION. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the
Closing as follows:

     (a)     by the mutual written consent of the Parent and the Purchaser;

     (b)     by the Parent or the Purchaser, if the Closing shall not have
occurred on or before August 31, 2004, otherwise than as a result of any breach
of any provision of this Agreement by the party seeking to terminate this
Agreement;

     (c)     by the Parent or the Purchaser, if any court of competent
jurisdiction or other Governmental Entity shall have permanently enjoined,
restrained or otherwise prohibited the consummation of the transactions
contemplated hereby and such injunction, restraint or prohibition shall have
become final and nonappealable, provided that the party seeking to terminate
this Agreement shall have used its reasonable best efforts to prevent and remove
such injunction, restraint or prohibition;

     (d)     by the Parent, if the Purchaser shall have (x) breached any of its
representations or warranties contained in this Agreement that are qualified as
to materiality or (y) breached in any material respect any of its
representations or warranties that are not so qualified or not complied with any
of its covenants contained in this Agreement, in each case which breach cannot
be or has not been cured within 30 days after the giving of written notice to
the Purchaser, or (z) made a general assignment for the benefit of creditors, or
any proceeding shall have been instituted by or against the Purchaser seeking to
adjudicate the Purchaser as bankrupt or insolvent, or seeking liquidation,
winding up or reorganization, arrangement, adjustment, relief or composition of
its debts under any Law relating to bankruptcy, insolvency or reorganization;

     (e)     by the Purchaser, if the Parent or the Seller shall have (i)
breached any of its representations or warranties contained in this Agreement
that are qualified as to materiality, (ii) breached in any material respect any
of its representations or warranties that are not so qualified or not complied
with any of its covenants contained in this Agreement, in each case which breach
cannot be or has not been cured within 30 days after the giving of written
notice to the Parent and the Seller, or (iii) made a general assignment for the
benefit of creditors, or any proceeding shall have been instituted by or against
the Parent, the Seller, any TDI Company, or any TDI Subsidiary seeking to
adjudicate the Parent, the Seller, any TDI Company or any TDI Subsidiary as
bankrupt or insolvent, or seeking liquidation, winding up or reorganization,
arrangement, adjustment, relief or composition of the debts of the Parent, the
Seller, any TDI Company or any TDI Subsidiary under any Law relating to
bankruptcy, insolvency or reorganization; or

                                       48


     (f)     by the Purchaser if an event or events shall have occurred after
the date of this Agreement which have had, individually or in the aggregate, a
Material Adverse Effect.

     Section 6.2      EFFECT OF TERMINATION. In the event of the termination of
this Agreement and the abandonment of the transactions contemplated hereby
pursuant to Section 6.1, this Agreement shall forthwith become void and have no
effect, without any Liability on the part of any party hereto or its directors,
officers, agents or representatives, and all rights and obligations of any party
hereto shall cease; provided, however, that (a) the second and third sentences
of Section 4.3(a) (but disregarding the time limitation of "Until the Closing
Date" in the third sentence), and the entirety of Section 4.18, Section 4.28,
this Section 6.2 and Article VIII shall survive any such termination and
abandonment and (b) nothing contained in this Section shall relieve any party
from Liability for any intentional breach of this Agreement.

     Section 6.3      AMENDMENT. This Agreement may not be modified or amended
except by (a) written agreement executed and delivered by duly authorized
officers of each of the respective parties or (b) waiver in accordance with
Section 6.4, provided however, that no such modification or amendment shall be
effective to the extent that it has a materially detrimental effect on the
transactions contemplated by the Asset Purchase Agreement, unless consented to
by the Asset Purchaser.

     Section 6.4      EXTENSION; WAIVER. At any time prior to the Closing, the
parties may (a) extend the time for the performance of any of the obligations or
other acts of the other parties, (b) waive any inaccuracies in the
representations and warranties of the other parties contained in this Agreement
or in any document delivered pursuant to this Agreement, or (c) waive compliance
with any of the agreements or conditions of the other parties contained in this
Agreement, provided however, that no such extension or waiver shall be effective
to the extent that it has a materially detrimental effect on the transactions
contemplated by the Asset Purchase Agreement, unless consented to by the Asset
Purchaser. Any agreement on the part of a party to any such extension or waiver
shall be valid only if set forth in a written instrument executed and delivered
by a duly authorized officer on behalf of such party. The failure of any party
to this Agreement to assert any of its rights under this Agreement or otherwise
shall not constitute a waiver of such rights.

                                   ARTICLE VII

                                 INDEMNIFICATION

     Section 7.1      INDEMNIFICATION BY THE PARENT AND THE SELLER. Subject to
the other provisions of this Article VII, from and after the Closing the Parent
and the Seller shall jointly and severally indemnify and hold the Purchaser and
its directors, officers, controlling stockholders, agents and representatives
(the "PURCHASER INDEMNITEES") harmless from and against any and all Damages
suffered by any Purchaser Indemnitee arising out of:

     (a)     any breach of any representation or warranty of the Parent or the
Seller contained in Article II of this Agreement;

                                       49


     (b)     any breach of any covenant of the Parent or the Seller contained in
this Agreement; and

     (c)     any of the specified items listed on Section 7.1(c) of the
Disclosure Schedule.

     Section 7.2      INDEMNIFICATION BY THE PURCHASER. Subject to the other
provisions of this Article VII, from and after the Closing, the Purchaser shall
indemnify and hold the Seller, the Parent and their respective directors,
officers, agents and representatives (the "SELLER INDEMNITEES") harmless from
and against any Damages suffered by any Seller Indemnitee arising out of:

     (a)     any breach of any representation or warranty of the Purchaser
contained in Article III of this Agreement;

     (b)     any breach of any covenant of the Purchaser contained in this
Agreement; and

     (c)     any failure after the Closing by the Purchaser, any TDI Company,
any TDI Subsidiary or any affiliate thereof to perform and discharge any of
their respective Liabilities arising under each lease and each Contract listed
or described in Section 7.2(c) of the Disclosure Schedule, except to the extent
that such Liabilities arise from events or conditions that entitle any Purchaser
Indemnitee to indemnification by the Seller pursuant to Section 7.1(a).

     Section 7.3      NOTICE AND RESOLUTION OF CLAIMS.

     (a)     NOTICE. Each Person entitled to indemnification pursuant to Section
7.1 or Section 7.2 (an "INDEMNITEE") shall give written notice to the Parent or
the Purchaser, respectively, promptly after obtaining knowledge of any claim
that it may have under Section 7.1 or Section 7.2, as applicable. Such notice
shall set forth in reasonable detail the claim and the basis for
indemnification. Failure to give such written notice in a timely manner shall
not release the party from whom such indemnification is sought (the
"INDEMNIFYING PARTY") from its obligations under Section 7.1 or Section 7.2, as
applicable, except to the extent that the Indemnifying Party is prejudiced by
such failure.

     (b)     DEFENSE OF THIRD PARTY CLAIMS. If a claim for indemnification
pursuant to Section 7.1 or Section 7.2 shall arise from any claim, demand,
action, suit or proceeding made or brought by a third party (a "THIRD PARTY
CLAIM"), the Indemnifying Party may assume the defense of such Third Party
Claim. If the Indemnifying Party assumes the defense of such Third Party Claim,
such defense shall be conducted by counsel chosen by the Indemnifying Party (who
shall be reasonably acceptable to the Indemnitee), provided that the Indemnitee
shall retain the right to employ its own counsel and participate in the defense
of such Third Party Claim at its own expense (which will not be recoverable from
the Indemnifying Party under this Article VII or otherwise). Notwithstanding the
foregoing provisions of this Section 7.3(b), (i) no Indemnifying Party shall
be entitled to settle any Third Party Claim for which indemnification is sought
under Section 7.1 or Section 7.2 without the Indemnitee's prior written consent
unless as part of such settlement the Indemnitee is fully and unconditionally
released from all Liability with respect to such Third Party Claim and (ii) no
Indemnitee shall be entitled to settle any Third Party Claim for which
indemnification is sought under Section 7.1 or Section 7.2 without the
Indemnifying Party's prior written consent unless as part of such settlement the
Indemnifying Party is fully and

                                       50


unconditionally released from all Liability (for indemnification pursuant to
this Article VII and otherwise) with respect to such Third Party Claim.

     Section 7.4      LIMITS ON INDEMNIFICATION.

     (a)     EXCLUSION OF CERTAIN DE MINIMIS MATTERS. None of the Parent, the
Seller or the Purchaser shall have any Liability to any Indemnitee pursuant to
Section 7.1(a) or Section 7.2(a), respectively, with respect to any individual
event or condition from which the Damages suffered by the Indemnitee shall not
have exceeded $250,000.00 (any such event or condition being hereinafter
referred to as a "DE MINIMIS MATTER").

     (b)     DEDUCTIBLE. (i) Neither the Parent nor the Seller shall have any
Liability to any Purchaser Indemnitee under Section 7.1(a) unless and until the
aggregate amount of Damages suffered by the Purchaser Indemnitees arising out of
the matters referred to in Section 7.1(a), exclusive of any and all Damages
arising out of De Minimis Matters, shall have exceeded $25,500,000.00, in which
case the Parent and the Seller shall be obligated and liable under Section 7.1
(a) only with respect to such excess; and (ii) the Purchaser shall not have any
Liability to any Seller Indemnitee under Section 7.2(a) unless and until the
aggregate amount of Damages suffered by the Seller Indemnitees arising out of
the matters referred to in Section 7.2(a), exclusive of any and all Damages
arising out of De Minimis Matters, shall have exceeded $25,500,000.00, in which
case the Purchaser shall be obligated and liable under Section 7.2(a) only with
respect to such excess.

     (c)     LIMIT OF LIABILITY. The aggregate Liability of the Parent and the
Seller, on the one hand, and the Purchaser, on the other hand, under Section 7.1
(a) or Section 7.2(a), respectively, other than for breach of the
representations and warranties set forth in the first three sentences of Section
2.1(b), the first three sentences of Section 2.1(c), Section 2.1(e), the first,
second, third, fourth and sixth sentences of Section 2.2(d), and the first three
sentences of Section 3.2, for which the limitations set forth in this Section
7.4 do not apply, shall not exceed $350,000,000.00. For purposes of the amounts
specified under Section 7.4(a) and Section 7.4(b), indemnifiable items pursuant
to Section 7.1(a) shall be determined without giving effect to any limitations
or qualifications as to "materiality" (including the word "material"), "Material
Adverse Effect" or similar expressions set forth therein.

     (d)     SURVIVAL. The representations and warranties contained in Articles
II and III of this Agreement shall survive the Closing until April 30, 2006,
except that the representations and warranties set forth in (i) Section 2.2(q)
shall survive until the expiration of the applicable statute of limitations,
(ii) the first three sentences of Section 2.l(b), the first three sentences of
Section 2.1(c), Section 2.1(e), the first, second, third, fourth and sixth
sentences of Section 2.2(d) and the first three sentences of Section 3.2 shall
survive indefinitely and (iii) Section 2.2(w) shall survive for five (5) years.
Neither the Seller nor the Purchaser shall have any Liability pursuant to
Section 7.1(a) or Section 7.2(a), respectively, for any breach of any
representation or warranty unless notice of a claim asserting such breach shall
have been given in accordance with Section 7.3(a) prior to the termination of
such representation or warranty.

     (e)     CONSEQUENTIAL DAMAGES; MITIGATION. None of the Parent and the
Seller or the Purchaser shall have any Liability under Section 7.1 or Section
7.2, respectively, with respect to

                                       51


any Consequential Damages and/or under Section 7.1 or Section 7.2, respectively,
with respect to any Damages that are (i) recovered by any Indemnitee from any
third party (including insurers), or (ii) offset by tax savings actually
realized on account of such Damages by any Indemnitee. Any exclusion, recovery
or offset contemplated by the immediately preceding sentence shall reduce the
amount of Damages suffered by any Indemnitee for all purposes of this Agreement,
including Section 7.4(a) and Section 7.4(b) by the amount of such exclusion,
recovery or offset and only the reduced amount of Damages shall be applied to
the amount specified in Section 7.4(c). If the amount of any Damages suffered by
any Indemnitee is reduced, at any time subsequent to any payment in respect
thereof by an Indemnifying Party pursuant to Section 7.1 or Section 7.2, as
applicable, by recovery from any other third party (including any insurer) or
upon the realization of any tax savings on account of such Damages, an amount
equal to the amount of such reduction (not to exceed, in any event, the amount
so previously paid in respect thereof by the Indemnifying Party) shall promptly
be repaid by the Indemnitee to the Indemnifying Party.

     (f)     EXCLUSIVE REMEDY. Except for claims based on fraud or intentional
misrepresentation, and except for any non-monetary, equitable relief to which
any Indemnitee may be entitled, after the Closing the rights and remedies set
forth in this Article VII shall constitute the sole and exclusive rights and
remedies of the parties hereto under or with respect to the subject matter of
this Agreement. Each of the parties hereto hereby waives any and all claims and
any cause of action for monetary damages under or with respect to the subject
matter of this Agreement (other than any claims or causes of action arising out
of the express provisions of this Article VII) that it might otherwise be
entitled to assert against the other party hereto under any law, rule or
regulation of any Governmental Entity, under the common law of any jurisdiction
or otherwise.

     Section 7.5      INDEMNITY PAYMENTS. All payments made pursuant to this
Article VII and Section 4.6 (other than interest payments) shall be treated by
the parties hereto on all Tax Returns as an adjustment to the Purchase Price.

     Section 7.6      COORDINATION WITH TAX COVENANT. In the event any provision
of this Article VII is inconsistent with any provision of Section 4.6, the
provisions of Section 4.6 shall control.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     Section 8.1      RELIANCE. The representations and warranties of the Parent
and the Seller contained in this Agreement constitute the sole and exclusive
representations and warranties of the Parent and the Seller to the Purchaser in
connection with this Agreement and the transactions contemplated hereby, and the
Purchaser acknowledges that all other representations and warranties are
specifically disclaimed and may not be relied upon or serve as a basis for the
claim against the Parent or the Seller. THE PURCHASER ACKNOWLEDGES THAT THE
PARENT AND THE SELLER DISCLAIM ALL WARRANTIES OTHER THAN THOSE EXPRESSLY
CONTAINED IN THIS AGREEMENT AS TO THE TDI COMPANIES AND THE TDI SUBSIDIARIES AND
THEIR RESPECTIVE BUSINESSES, ASSETS,

                                       52


LIABILITIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS, EITHER
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE.

     Section 8.2      FEES AND EXPENSES. All recording or filing fees or similar
costs, including the filing fee to be paid pursuant to the HSR Act and any fees
incurred in connection with obtaining any and all consents, approvals or
authorizations of, or declarations or filings with, or notices to any
Governmental Entity referred to in Section 2.1(d), Section 2.2(c) and Section
3.3, imposed or levied by reason of, in connection with or attributable to this
Agreement and the transactions contemplated hereby shall be borne by the
Purchaser. Whether or not the transactions contemplated hereby shall be
consummated, except as set forth in the immediately preceding sentence, each
party hereto shall pay its own expenses incident to preparing for, entering into
and carrying out this Agreement and the consummation of the transactions
contemplated hereby.

     Section 8.3      CERTAIN DEFINITIONS. (a) For purposes of this Agreement
the following terms have the meanings set forth below:

             (i)      an "AFFILIATE" of any Person means another Person that
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such first Person;

             (ii)     "APPLICABLE RATE" means a rate per annum equal to the
"prime rate" as set forth from time to time in The Wall Street Journal "Money
Rates" column;

             (iii)    "BALANCE SHEET" means the consolidated balance sheet of
the Seller and its Subsidiaries as of the Balance Sheet Date;

             (iv)     "BALANCE SHEET DATE" means January 31, 2004;

             (v)      "BUSINESS DAY" means any day other than Saturday, Sunday
or any other day on which banks in the City of New York are required or
permitted to close;

             (vi)     "CLOSING WORKING CAPITAL" means Working Capital as of and
including the Closing Date, as determined in accordance with Section 1.4;

             (vii)    "CONSEQUENTIAL DAMAGES" means Damages arising out of any
interruption of business, loss of profits, loss of use of facilities, claims of
customers, loss of goodwill or other indirect Damages;

             (viii)   "DAMAGES" means all losses, liabilities, costs and
expenses (including reasonable attorneys' fees);

             (ix)     "ENVIRONMENTAL LAW" means any environmental or health and
safety related law, regulation, rule or ordinance at the federal, state or local
level;

             (x)      "GOVERNMENTAL ORDER" means any order, writ, judgment,
injunction, decree, stipulation, determination or award entered by or with any
Governmental Entity;

                                       53


             (xi)     "HAZARDOUS MATERIAL" means any pollutant, contaminant,
toxic substance, hazardous waste, hazardous material, or hazardous substance, or
any oil, petroleum, or petroleum product, as defined in or pursuant to the
Resource Conservation and Recovery Act, as amended, the Comprehensive
Environmental Response, Compensation, and Liability Act, as amended, the Federal
Clean Water Act, as amended, the Federal Clean Air Act, or any other
Environmental Law;

             (xii)    "INDEBTEDNESS" means, with respect to any Person, (a) all
indebtedness of such Person, whether or not contingent, for borrowed money, (b)
all obligations of such Person for the deferred purchase price of property or
services, (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all obligations of such Person as
lessee under leases that have been or should be, in accordance with GAAP,
recorded as capital leases, (f) all obligations, contingent or otherwise, of
such Person under acceptance, letter of credit or similar facilities, (g) all
obligations of such Person to purchase, redeem, retire, defease or otherwise
acquire for value any capital stock of such Person or any warrants, rights or
options to acquire such capital stock, valued, in the case of redeemable
preferred stock, at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends, (h) all Indebtedness of others
referred to in clauses (a) through (g) above guaranteed directly or indirectly
in any manner by such Person, or in effect guaranteed directly or indirectly by
such Person through an agreement (i) to pay or purchase such Indebtedness or to
advance or supply funds for the payment or purchase of such Indebtedness, (ii)
to purchase, sell or lease (as lessee or lessor) property, or to purchase or
sell services, primarily for the purpose of enabling the debtor to make payment
of such Indebtedness or to assure the holder of such Indebtedness against loss,
(iii) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such
property is received or such services are rendered) or (iv) otherwise to assure
a creditor against loss, and (i) all Indebtedness referred to in clauses (a)
through (g) above secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Encumbrance on
property (including accounts and contract rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such
Indebtedness;

             (xiii)   "INTERCOMPANY LOAN" means the loan under the Eckerd
Corporation Loan Agreement, dated as of January 25, 2003, by and between J. C.
Penney Company, Inc., a Delaware corporation, as the lender, and Eckerd
Corporation, a Delaware corporation, as the borrower.

             (xiv)    "KNOWLEDGE OF THE SELLER" means the actual knowledge of
any Person listed on Section 8.3(a)(xiv) of the Disclosure Schedule;

             (xv)     "LAWS" means all applicable domestic (including any
federal, state or local) and foreign statutes, laws, ordinances, rules, orders
and regulations;

             (xvi)    a "MATERIAL ADVERSE EFFECT" means any change in or effect
on the Business, the Northern Business, the Seller, the TDI Companies and the
TDI Subsidiaries taken

                                       54


as a whole that has a material adverse effect on (i) the ability of the Parent
or the Seller to perform its obligations under this Agreement or to consummate
the transactions contemplated hereby, or (ii) the financial condition or results
of operations or business of the TDI Companies and the TDI Subsidiaries (solely
with respect to the Northern Business) taken as a whole, excluding any effects
resulting from (x) events or circumstances adversely affecting any principal
markets served by the TDI Companies and the TDI Subsidiaries or the industries
in which they operate, except any changes that affect the Business materially
disproportionately to its competitors (y) general economic conditions, or (z)
changes or effects reasonably demonstrated to arise out of the execution,
delivery, announcement or performance of this Agreement or the Asset Purchase
Agreement or the consummation of any transaction contemplated hereby and
thereby;

             (xvii)   "NON-TRADE RECEIVABLES" means those receivables arising in
connection with the operation of the Business other than from the sale of
inventory (but excluding any receivables included in the Purchased Assets),
including the categories of non-trade receivables listed in Section 2.2(r) of
the Disclosure Schedule;

             (xviii)  "ORPHAN ENTITIES" means ECR Receivables, Inc., a Delaware
corporation, Eckerd Tobacco Company, Inc., a Florida corporation, Genovese
MedCare, Inc., a Delaware corporation, and The Paper Cutter Stores, Inc., a New
York corporation.

             (xix)    "PERMITTED LIEN" means (i) mechanics', carriers',
workers', repairmen's liens or other similar Liens or Encumbrances arising or
incurred in the ordinary course of business consistent with past practices, (ii)
Liens or Encumbrances for Taxes which are not due and payable, which may
thereafter be paid without penalty or which are being contested in good faith,
(iii) Liens or Encumbrances that arise under zoning, land use and other similar
laws and other imperfections of title or encumbrances, if any, which do not
materially affect the marketability of the property subject thereto and do not
materially impair the use of the property subject thereto as presently used,
(iv) other Liens or Encumbrances arising as a matter of Law which do not
materially impair the marketability or the use of the property subject thereto
as presently used, (v) easements, covenants, rights-of-way and other
encumbrances or restrictions, whether recorded or referred to in an applicable
lease or unrecorded, which do not materially impair the use or marketability of
the property subject thereto as currently used, and (vi) any Liens or
Encumbrances affecting any Real Property caused by the Purchaser, its
consultants or agents;

             (xx)     a "PERSON" means an individual, corporation, partnership,
limited liability company, joint venture, association, trust, unincorporated
organization or other entity;

             (xxi)    "PURCHASE PRICE" means an amount equal to the Estimated
Purchase Price plus or minus any amount payable by or to, respectively, the
Purchaser pursuant to Section l.4(e), other than any portion of any such
additional amount that constitutes interest;

             (xxii)   "RECEIVABLES" means Trade Receivables and Non-Trade
Receivables;

             (xxiii)  "SOUTHERN BUSINESS EMPLOYEES" has the meaning set forth in
the Asset Purchase Agreement;

                                       55


             (xxiv)   "SOUTHERN ENTITIES" means those companies so designated
and listed in EXHIBIT I, attached hereto;

             (xxv)    a "SUBSIDIARY" of any Person means any other Person of
which (i) the first mentioned Person or any subsidiary thereof is a general
partner, (ii) voting power to elect a majority of the board of directors or
others performing similar functions with respect to such other Person is held by
the first mentioned Person and/or by any one or more of its subsidiaries, or
(iii) at least 50% of the equity interests of such other Person is, directly or
indirectly, owned or controlled by such first mentioned Person and/or by any one
or more of its subsidiaries;

             (xxvi)   "TDI SUBSIDIARIES" means those companies so designated and
listed on EXHIBIT J, attached hereto;

             (xxvii)  "TRADE RECEIVABLE" means those receivables arising from
the sale of inventory in connection with the operation of the Business (but
excluding any receivables included in the Purchased Assets), including the
categories of trade receivables listed in Section 2.2(r) of the Disclosure
Schedule; and

             (xxviii) "WORKING CAPITAL" means for the Northern Business, the sum
of (a) Cash and Short-Term Investments, (b) Receivables (Net of Allowance), (c)
Merchandise Inventories - FIFO, and (d) Other Current Assets net of Taxes minus
the sum of (x) Accounts Payable, (y) Accrued Liabilities net of Taxes or any
amounts that relate to tax withholding, and (z) Bank Debit Balances, in each
case to the extent held by the TDI Companies and/or the TDI Subsidiaries and as
determined using the same Accounting Policies.

     (b)     For purposes of this Agreement the following terms have the
meanings set forth in the sections noted below:

                                                
              2003 Carve-Out Special Purpose Financial
                 Statements - Northern Operations                Section 4.21
              Accountants                                        Section 1.4(c)
              Accounting Policies                                Section 1.3(a)
              Acquisition Proposal                               Section 4.2(b)
              Agreement                                          Introductory Paragraph
              Allocation Statement                               Section 4.6(j)
              Antitrust Challenge                                Section 4.4(d)
              Antitrust Law                                      Section 4.4(b)
              Antitrust Objection                                Section 4.4(d)
              Asset Purchase Agreement                           Recital C
              Asset Purchaser                                    Recital C
              Benefit Plan                                       Section 2.2(p)
              Brooks                                             Section 1.6(a)(vi)
              Business                                           Recital B
              Carve-Out Special Purpose Financial Statements-
                 Northern Operations                             Section 4.21
              Closing                                            Section 1.5
              Closing Date                                       Section 1.5

              

                                       56


                                                
              Closing Date Balance Sheet                         Section 1.4(a)
              Closing Working Capital Statement                  Section 1.4(a)
              Code                                               Section 1.6(b)(viii)
              Company Plan                                       Section 2.2(p)
              Confidentiality Agreement                          Section 4.3(a)
              Contracts                                          Section 2.2(o)
              CVS                                                Recital C
              De Minimis Matter                                  Section 7.4(a)
              DEA                                                Section 2.1(d)
              Disclosure Schedule                                Recital E
              Dispute Notice                                     Section 4.6(c)
              DOJ                                                Section 4.4(b)
              Drugstore Subsidiaries                             Section 2.2(a)(ii)
              Eckerd Pension                                     Section 4.7(c)
              EDC                                                Section 4.30
              ERISA                                              Section 2.2(p)
              Estimated Closing Working Capital                  Section 1.3(a)
              Estimated Closing Working Capital Statement        Section 1.3(a)
              Estimated Purchase Price                           Section l.3(b)
              Exchange Act                                       Section 2.l(d)
              Financial Statements                               Section 2.2(f)
              FTC                                                Section 4.4(b)
              GAAP                                               Section 1.3(a)
              Governmental Entity                                Section 2.l(d)
              Headquarters Employees                             Section 4.7(f)
              HSR Act                                            Section 2.l(d)
              Income Taxes                                       Section 4.6(b)(ii)
              Indemnifying Party                                 Section 7.3(a)
              Indemnitee                                         Section 7.3(a)
              Intellectual Property                              Section 2.2(n)
              Intercompany Obligations                           Section 1.7
              IRS                                                Section 2.2(p)
              JCP                                                Section 1.6(a)(iii)
              JCP Lease                                          Section 4.29
              JCP LEASED REAL Property                           Section 4.29
              JCP Owned Real Property                            Section 4.27
              JEC Owned Real Property                            Section 4.23
              Leased Real Property                               Section 2.2(m)
              Legal Proceedings                                  Section 2.2(j)
              Letter Agreement                                   Section 4.22
              Liabilities                                        Section 2.2(f)
              Liens or Encumbrances                              Section 1.1
              Material Contracts                                 Section 2.2(o)
              Multiemployer Plan                                 Section 2.2(p)
              North Mark                                         Section 4.30
              Northern Business                                  Recital C

              

                                       57


                                                
              Owned Real Property                                Section 2.2(m)
              Parent                                             Introductory Paragraph
              Parent SEC Documents                               Section 2.l(f)
              PBM Marks                                          Section 4.30
              Penney Marks                                       Section 4.8(a)
              Permits                                            Section 2.2(i)
              Pharmacy Approvals                                 Section 2.1(d)
              Post-Closing Tax Period                            Section 4.6(b)
              Post-signing Material Contracts                    Section 2.2(o)
              Pre-Closing Tax Period                             Section 4.6(b)
              Purchased Assets                                   Section 2.2(1)
              Purchaser                                          Introductory Paragraph
              Purchaser Effect                                   Section 3.1
              Purchaser Indemnitees                              Section 7.1
              Real Property                                      Section 2.2(m)
              SEC                                                Section 2.1(d)
              Securities Act                                     Section 2.l(f)
              Seller                                             Introductory Paragraph
              Seller Indemnitees                                 Section 7.2
              Seller Objection                                   Section 1.4(b)
              Seller Objection Notice                            Section 1.4(b)
              Seller Review Period                               Section 1.4(b)
              Settlement                                         Section 4.4(d)
              Shares                                             Recital A
              Southern Business                                  Recital C
              Straddle Tax Period                                Section 4.6(b)
              Tax Matter                                         Section 4.6(f)
              Tax Returns                                        Section 2.2(q)
              Taxes                                              Section 2.2(q)
              Taxing Authority                                   Section 2.2(q)
              TDI Companies                                      Recitals A
              TDI Employee                                       Section 4.7(a)
              Third Party Claim                                  Section 7.3(b)
              Transition Services Agreements                     Section 1.6(b)(ix)
              Unadjusted Purchase Price                          Section 1.2
              WARN                                               Section 2.2(p)(x)

              

     Section 8.4      NOTICES. All notices, requests, claims, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given (a) when received if delivered in person, (b)
five days after being sent by registered or certified mail, return receipt
requested, postage prepaid, (c) when dispatched by facsimile (with confirmation
of receipt) or (d) one business day after being sent by a nationally recognized
delivery service, to the appropriate party at the address or facsimile number
specified below (or at such other address for a party as shall be specified by
like notice):

                                       58


             (i)    if to the Purchaser, to

                             The Jean Coutu Group (PJC) Inc.
                             50 Service Road
                             Warwick, Rhode Island 02886
                             Attention: Michel Coutu
                             Telecopy: (401)825-3997

                             and

                             Fasken Martineau DuMoulin LLP
                             800 Square Victoria, Suite 3400
                             Montreal, Canada H4Z 1E9
                             Attention: Yvon Martineau
                             Telecopy: (514) 397-7600

     with a copy (which shall not constitute notice) to:

                             McDermott, Will & Emery
                             28 State Street, 34th Floor
                             Boston, Massachusetts 02109
                             Attention: Dennis J. White
                             Telecopy: (617) 535-3800

                             and

                             McDermott, Will & Emery
                             50 Rockefeller Plaza, 14th Floor
                             New York, New York 10020
                             Attention: Spencer D. Klein and Gregory D. Puff
                             Telecopy: (212) 547-5444

             (ii)   if to the Parent or to the Seller, to

                             J. C. Penney Company, Inc.
                             6501 Legacy Drive
                             Plano, Texas 75024
                             Attention: General Counsel
                             Telecopy: (972) 431-1977

     with a copy (which shall not constitute notice) to:

                             J. C. Penney Company, Inc.
                             6501 Legacy Drive
                             Plano, Texas 75024
                             Attention: Chief Financial Officer
                             Telecopy: (972) 431-1977

                                       59


                             and

                             Jones Day
                             2727 North Harwood Street
                             Dallas, Texas 75201
                             Attention: Robert L. Estep and Lisa K. Durham
                             Telecopy: (214)969-5100

     Section 8.5      INTERPRETATION. The language used in this Agreement will
be deemed to be the language chosen by the parties to express their mutual
intent, and no rule of strict construction will be applied against any party.
When a reference is made in this Agreement to a Section, such reference shall be
to a Section of this Agreement unless otherwise indicated. The table of
contents, list of exhibits and headings contained in this Agreement are for
convenience of reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Whenever the words "include,"
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation." For purposes of this Agreement, with
respect to any matter that is clearly disclosed in any portion of the Disclosure
Schedule in such a way as to make its relevance to the information called for by
another Section of this Agreement readily apparent, such matter shall be deemed
to have been included in the Disclosure Schedule in response to such other
Section, notwithstanding the omission of any appropriate cross-reference
thereto. Any interest payable under any provision of this Agreement shall be
calculated on the basis of a 360-day year consisting of 12 30-day months. All
references to "$" or dollar amounts are to lawful currency of the United States
of America. ALL RELEASES, DISCLAIMERS AND LIMITATIONS ON LIABILITY SET FORTH IN
THIS AGREEMENT SHALL APPLY AND OPERATE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS
NOTWITHSTANDING ANY SOLE, JOINT, AND/OR CONCURRENT NEGLIGENCE, STRICT LIABILITY,
OR OTHER FAULT OR BASIS FOR LIABILITY OF THE PARTY WHOSE LIABILITY IS RELEASED,
DISCLAIMED OR LIMITED.

     Section 8.6 ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES. This Agreement,
the Letter Agreement and the Confidentiality Agreement constitute the entire
agreement, and supersede all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter of this
Agreement. This Agreement is not intended to confer upon any person (including
any employees or former employees of the TDI Companies or the TDI Subsidiaries),
other than the parties hereto, any rights or remedies, except that (i) the Asset
Purchaser shall be a third party beneficiary with respect to Sections 6.3 and
6.4 solely to the extent set forth therein and shall be entitled to the rights
and benefits of, and to enforce the provisions thereof and (ii) each Indemnitee
shall be a third party beneficiary with respect to Article VII and shall be
entitled to the rights and benefits of, and to enforce, the provisions thereof.

     Section 8.7 GOVERNING; LAW; VENUE. This Agreement shall be governed by, and
construed in accordance with, the Laws of the State of New York applicable to
agreements made and to be performed entirely within such state. Each of the
parties hereto (i) hereby submits itself to the personal jurisdiction of any
appropriate state or federal court in the Borough of Manhattan of the City of
New York in the State of New York in the event any dispute arises out of this
Agreement or any of the transactions contemplated hereby, (ii) shall not attempt
to deny

                                       60


or defeat such personal jurisdiction by motion or other request for leave from
any such court, and (iii) shall not bring any action relating to this Agreement
or any of the transactions contemplated hereby in any other court.

     Section 8.8      ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement may be assigned or delegated, in
whole or in part, by operation of Law or otherwise by any of the parties without
the prior written consent of the other parties, and any such assignment without
such prior written consent shall be null and void. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the parties and their respective successors and assigns.
Notwithstanding the foregoing, the Purchaser shall be permitted to assign this
Agreement to any of its affiliates, provided that, (i) such affiliate assignee
is not a Texas corporation and (ii) notwithstanding such assignment, the
Purchaser shall remain liable for the performance of all of its obligations and
all of the obligations of its permitted assigns hereunder.

     Section 8.9      ENFORCEMENT.

     (a)     INJUNCTIVE RELIEF. Irreparable damage would occur in the event that
any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. Accordingly, the parties shall
be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the provisions of this Agreement, this
being in addition to any other remedy to which they are entitled at Law or in
equity.

     (b)     RIGHT TO JURY TRIAL. EACH PARTY HERETO WAIVES ITS RIGHTS TO A JURY
TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 8.10     SEVERABILITY. Whenever possible, each provision or portion
of any provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable Law, but if any provision of this Agreement
is held to be invalid, illegal or unenforceable in any respect under any
applicable Law in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement, and
this Agreement shall be reformed, construed and enforced in such jurisdiction as
if such invalid, illegal or unenforceable provision or portion of any provision
had never been contained herein and there had been contained herein instead such
valid, legal and enforceable provisions as would most nearly accomplish the
intent and purpose of such invalid, illegal or unenforceable provision.

     Section 8.11     COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same instrument
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other parties.

                            [SIGNATURE PAGE FOLLOWS]

                                       61


     IN WITNESS WHEREOF, the Purchaser, the Parent and the Seller have caused
this Agreement to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.


                                              
THE JEAN COUTU GROUP (PJC) INC.                  THE JEAN COUTU GROUP (PJC) INC.

By: /s/ Francois J. Coutu                        By:
   -----------------------------------------        -------------------------------------
Name: Francois J. Coutu                          Name: Michel Coutu
Title: President and Chief Executive Officer     Title: Director and President and CEO of
                                                 The Jean Coutu Group (PJC) U.S.A. Inc.


J. C. PENNEY COMPANY, INC.                       TDI CONSOLIDATED CORPORATION


By:                                              By:
   -----------------------------------------        -------------------------------------
Name:                                            Name:
     ---------------------------------------          -----------------------------------
Title:                                           Title:
      --------------------------------------           ----------------------------------





     IN WITNESS WHEREOF, the Purchaser, the Parent and the Seller have caused
this Agreement to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.


                                              
THE JEAN COUTU GROUP (PJC) INC.                  THE JEAN COUTU GROUP (PJC) INC.


By:                                              By: /s/ Michel Coutu
   -----------------------------------------        -------------------------------------
Name: Francois J. Coutu                          Name: Michel Coutu
Title: President and Chief Executive Officer     Title: Director and President and CEO of
                                                 The Jean Coutu Group (PJC) U.S.A. Inc.


J. C. PENNEY COMPANY, INC.                       TDI CONSOLIDATED CORPORATION


By:                                              By:
   -----------------------------------------        -------------------------------------
Name:                                            Name:
     ---------------------------------------          -----------------------------------
Title:                                           Title:
      --------------------------------------           ----------------------------------





     IN WITNESS WHEREOF, the Purchaser, the Parent and the Seller have caused
this Agreement to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.

                                              
THE JEAN COUTU GROUP (PJC) INC.                  THE JEAN COUTU GROUP (PJC) INC.


By:                                              By:
   -----------------------------------------        -------------------------------------
Name: Francois J. Coutu                          Name: Michel Coutu
Title: President and Chief Executive Officer     Title: Director and President and CEO of
                                                 The Jean Coutu Group (PJC) U.S.A. Inc.


J. C. PENNEY COMPANY, INC.                       TDI CONSOLIDATED CORPORATION


By: /s/ Charles  R. Lotter                       By: /s/ [ILLEGIBLE]
   -----------------------------------------        -------------------------------------
Name: Charles  R. Lotter                         Name: [ILLEGIBLE]
     ---------------------------------------          -----------------------------------
Title: Executive Vice President, Secretary       Title: Senior Vice President
      --------------------------------------           ----------------------------------
      and General Counsel

EX-11.1

                                                                    Exhibit 11.1

THE JEAN COUTU GROUP (PJC) INC.
STATEMENT OF RE COMPUTATION OF PER SHARE EARNINGS



                                                                                                      3 MONTHS         13 WEEKS
                                                                                                    PERIOD ENDED     PERIOD ENDED
                                                                                                   -------------------------------
                                                                                                      AUGUST 31        AUGUST 28
                                                          2002             2003             2004        2003             2004
                                                ----------------------------------------------------------------------------------
                                                                                                     
CANADIAN GAAP

Net income                                      $       86,874   $      104,784   $      132,683   $       31,538   $       22,302
                                                ==================================================================================
Weighted average number of shares used
  to compute basic earnings per share              225,175,874      226,052,767      226,812,864      226,593,001      238,313,629
Dilution effect                                      2,091,616        1,637,382        1,204,894        1,255,101        1,176,680
                                                ----------------------------------------------------------------------------------
Weighted average number of shares used
  to compute diluted earnings per share            227,267,490      227,690,149      228,017,758      227,848,102      239,490,309
                                                ==================================================================================
Net income per share:
Basic                                           $         0.39   $         0.46   $         0.58   $         0.14   $         0.09
                                                ==================================================================================
Diluted                                         $         0.38   $         0.46   $         0.58   $         0.14   $         0.09
                                                ==================================================================================

U.S. GAAP

Net income                                      $       86,060   $      102,251   $      131,243   $       31,206   $       23,387
                                                ==================================================================================
Weighted average number of shares used
  to compute basic earnings per share              225,175,874      226,052,767      226,812,864      226,593,001      238,313,629
Dilution effect                                      2,091,616        1,637,382        1,204,894        1,255,101        1,176,680
                                                ----------------------------------------------------------------------------------
Weighted average number of shares used
  to compute diluted earnings per share            227,267,490      227,690,149      228,017,758      227,848,102      239,490,309
                                                ==================================================================================
Net income per share:
Basic                                           $         0.38   $         0.45   $         0.58   $         0.14   $         0.09
                                                ==================================================================================
Diluted                                         $         0.38   $         0.45   $         0.58   $         0.14   $         0.09
                                                ==================================================================================

EX-12.1

                                                                    Exhibit 12.1

THE JEAN COUTU GROUP (PJC) INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSAND, EXCEPT FOR RATIO OF EARNINGS TO FIXED CHARGES)



                                                                                                     3 MONTHS       13 WEEKS
                                                                                                   PERIOD ENDED    PERIOD ENDED
                                                                                                   ----------------------------
                                                                                                     AUGUST 31      AUGUST 28
                                          2000        2001        2002        2003        2004         2003           2004
                                        ---------------------------------------------------------------------------------------

                                                                                                
CANADIAN GAAP
Fixed charges
   Interest expense                      10,225       9,259      10,900      17,857      14,535        4,107         18,027
   Portion of rental
      expense representing
      the interest factor                12,422       9,502      10,351      11,744      12,468        4,154         10,201
                                        -----------------------------------------------------------------------------------
                                         22,647      18,761      21,251      29,601      27,003        8,261         28,228
                                        -----------------------------------------------------------------------------------

Earnings
   Income before income taxes            90,608     107,176     130,640     150,880     193,754       46,078         18,101
   Fixed charges                         22,647      18,761      21,251      29,601      27,003        8,261         28,228
                                        -----------------------------------------------------------------------------------
                                        113,255     125,937     151,891     180,481     220,757       54,339         46,329
                                        -----------------------------------------------------------------------------------

Ratio of earnings to fixed charges          5.0         6.7         7.1         6.1         8.2          6.6            1.6
                                        ===================================================================================


U.S. GAAP
Fixed charges
   Interest expense                      10,225       9,259      10,900      17,857      14,535        4,107         18,027
   Portion of rental
      expense representing
      the interest factor                12,422       9,502      10,351      11,744      12,468        4,154         10,201
                                        -----------------------------------------------------------------------------------
                                         22,647      18,761      21,251      29,601      27,003        8,261         28,228
                                        -----------------------------------------------------------------------------------

Earnings
   Income before income taxes            89,525     106,382     129,474     147,122     191,625       45,587         18,224
   Fixed charges                         22,647      18,761      21,251      29,601      27,003        8,261         28,228
                                        -----------------------------------------------------------------------------------
                                        112,172     125,143     150,725     176,723     218,628       53,848         46,452
                                        -----------------------------------------------------------------------------------

Ratio of earnings to fixed charges          5.0         6.7         7.1         6.0         8.1          6.5            1.6
                                        ===================================================================================




THE JEAN COUTU GROUP (PJC) INC.
COMPUTATION OF TOTAL INDEBTEDNESS TO ADJUSTED EBITDA
(DOLLARS IN THOUSAND, EXCEPT FOR RATIO OF TOTAL INDEBTEDNESS TO ADJUSTED EBITDA)







                                   2000         2001         2002         2003         2004
                                  -------------------------------------------------------------

                                                                       
CANADIAN GAAP

Total indebtedness                143,735      111,476      263,456      260,755      207,175
Adjusted EBITDA                   131,936      147,585      171,511      205,675      249,722
                                  -------------------------------------------------------------

Ratio of total indebtedness
   to adjusted EBITDA                 1.1          0.8          1.5          1.3          0.8
                                  --------------------------------------------------------------


U.S. GAAP

Total indebtedness                143,735      111,476      263,456      260,755      207,175
Adjusted EBITDA                   132,011      147,788      171,613      203,632      249,722
                                  -------------------------------------------------------------

Ratio of total indebtedness
   to adjusted EBITDA                 1.1          0.8          1.5          1.3          0.8
                                  -------------------------------------------------------------




THE JEAN COUTU GROUP (PJC) INC.
COMPUTATION OF INTEREST COVERAGE (ADJUSTED EBITDA TO INTEREST)
(DOLLARS IN THOUSAND, EXCEPT FOR RATIO OF INTEREST COVERAGE (ADJUSTED EBITDA TO
INTEREST)



                                     2000          2001          2002          2003          2004
                                  ------------------------------------------------------------------

                                                                             
CANADIAN GAAP

Adjusted EBITDA                     131,936       147,585       171,511       205,675       249,722
Interest expense                     10,226         9,259        10,900        17,858        14,535
                                    ----------------------------------------------------------------

Ratio of interest coverage
   (adjusted EBITDA to interest)       12.9          15.9          15.7          11.5          17.2
                                    ----------------------------------------------------------------


U.S. GAAP

Adjusted EBITDA                     132,011       147,788       171,613       203,632       249,722
Interest expense                     10,226         9,259        10,900        17,858        14,535
                                    ----------------------------------------------------------------

Ratio of interest coverage
   (adjusted EBITDA to interest)       12.9          16.0          15.7          11.4          17.2
                                    ----------------------------------------------------------------

EX-13.1

                                                                    Exhibit 13.1

[THE JEAN COUTU GROUP (PJC) INC. LOGO]

The JEAN COUTU Group (PJC) Inc.

2004 ANNUAL REPORT

[GRAPHIC]

A GROWING NORTH AMERICAN PRESENCE



                                      2004



                                                                         Summary

                                   
                                                       FINANCIAL HIGHLIGHTS  08
                                                    MESSAGE TO SHAREHOLDERS  13
                                                       REVIEW OF OPERATIONS  18
                                       MANAGEMENT'S DISCUSSION AND ANALYSIS  21
                                          CONSOLIDATED FINANCIAL STATEMENTS  36
                                                  NOTES TO THE CONSOLIDATED
                                                       FINANCIAL STATEMENTS  42
                                                         BOARD OF DIRECTORS  64
                                                          CORPORATE OFFICER  65
                                                        GENERAL INFORMATION  66

                                       



[GRAPHIC]

For the past 35 years, The Jean Coutu Group (PJC) Inc. has stayed the course of
steady growth. During 2003-2004, the Company continued to assert its leadership
by signing an agreement to acquire from TDI Consolidated Corporation, a
wholly-owned subsidiary of J.C. Penney Corporation, Inc., 1,549 Eckerd
drugstores in 13 states in the Northeast and mid-Atlantic United States.

Thus, on August 1, 2004, the Jean Coutu Group became the fourth largest
drugstore chain in North America with 2,204 outlets that include the new Eckerd
branches, 319 PJC franchised outlets in Canada and 336 Brooks corporate outlets
in the U.S.

                                                              staying the course



[GRAPHIC]



                                                                 customer driven

The success of the Jean Coutu Group stems from its firm commitment to provide
quality centrally located neighbourhood outlets that offer a wide variety of
products to meet the needs of their local clientele. With the recent acquisition
of 1,549 Eckerd drugstores, the Company counts on nearly 60,000 people to make
the PJC, BROOKS and ECKERD banners synonymous with quality.



[PHOTO]



[PHOTO]



always reaching higher

The drugstore industry is booming, and in its constant search for excellence,
the Jean Coutu Group takes all the means at its disposal to guarantee access to
first-rate pharmaceutical care. To this end, the Company:
- - looks for innovative ways to conduct its business,
- - promotes rapprochement with the next generation of pharmacists, and
- - contributes to the advancement of the pharmacist profession.



08  FINANCIAL HIGHLIGHTS  THE JEAN COUTU GROUP (PJC) INC.

FINANCIAL HIGHLIGHTS



Years ended May 31                                                  2004          2003          2002          2001          2000
- --------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE DATA AND RATIOS)             $             $             $             $             $
                                                                                                        
FINANCIAL PERFORMANCE
Revenues(1)
Canada(2)                                                      1,667,562     1,355,163     1,422,285     1,282,858     1,151,491
United States                                                  2,428,576     2,692,400     2,054,546     1,547,684     1,338,447
- --------------------------------------------------------------------------------------------------------------------------------
Total                                                          4,096,138     4,047,563     3,476,831     2,830,542     2,489,938
- --------------------------------------------------------------------------------------------------------------------------------

Earnings before income taxes(2)                                  258,472       230,385       205,146       163,170       133,535
Net earnings(2)                                                  176,923       160,092       136,474       105,941        86,191
Cash flow provided by operating activities                       245,456       213,595       118,514       135,290        88,900
- --------------------------------------------------------------------------------------------------------------------------------

FINANCIAL POSITION
Capital assets                                                   742,684       687,890       634,140       407,035       365,942
Total assets(2)                                                1,834,786     1,716,632     1,658,200     1,230,805     1,032,671
Shareholders' equity(2)                                        1,165,832     1,012,934       942,654       831,927       588,578
- --------------------------------------------------------------------------------------------------------------------------------

PER SHARE DATA(3)
Net earnings (basic)(2)                                             0.78          0.71          0.61          0.49          0.41
Cash flow provided by operating activities                          1.08          0.94          0.53          0.62          0.42
Dividends                                                           0.12          0.12          0.09          0.08          0.06
Shareholders' equity(2)                                             5.14          4.48          4.19          3.84          2.79
- --------------------------------------------------------------------------------------------------------------------------------

FINANCIAL RATIOS
Working capital                                                   2.02:1        1.88:1        2.03:1        2.62:1        1.82:1
Total indebtedness on equity(2)                                   0.24:1        0.35:1        0.43:1        0.21:1        0.37:1
Return on average shareholders' equity (%)(2)                       16.2          16.4          15.4          14.9          15.7
- --------------------------------------------------------------------------------------------------------------------------------

NETWORK PERFORMANCES
Franchised establishments (Canada)                             2,603,495     2,418,363     2,264,451     2,065,244     1,880,891
Corporate establishments (United States)                       2,419,525     2,681,608     2,043,460     1,536,133     1,331,949
- --------------------------------------------------------------------------------------------------------------------------------
Total                                                          5,023,020     5,099,971     4,307,911     3,601,377     3,212,840
- --------------------------------------------------------------------------------------------------------------------------------

SHARE INFORMATION(3)
High                                                               19.79         20.00         19.72         13.97          9.06
Low                                                                14.15         13.25         11.82          8.55          6.74
Close                                                              18.95         15.71         19.12         13.22          7.50
================================================================================================================================


(1)  Revenues comprise sales and other revenues.
(2)  The figures were restated to take into account the retroactive application
     by the Company of the new recommendations made by the Emerging Issues
     Committee (EIC-123) of the CICA and the change of accounting policy for
     incentive paid to franchisees, as mentioned in Note 2 a) and 2 d).
(3)  On September 29, 2000 and September 25, 2002, the Company declared a
     2-for-1 split of its Class A subordinate shares and Class B shares. The per
     share figures have been calculated taking into consideration these stock
     splits.



                       THE JEAN COUTU GROUP (PJC) INC.  FINANCIAL HIGHLIGHTS  09

[GRAPHIC]

                             SOUND GROWTH MANAGEMENT

[CHART]

NET EARNINGS
(IN MILLIONS OF $)

       
2000       86.2
2001      105.9
2002      136.5
2003      160.1
2004      176.9



[CHART]

REVENUES
(IN MILLIONS OF $)

     
2000    2,489.9
2001    2,830.5
2002    3,476.8
2003    4,047.6
2004    4,096.1



[CHART]

PJC RETAIL SALES
(IN MILLIONS OF $)

     
2000    1,880.9
2001    2,065.2
2002    2,264.5
2003    2,418.4
2004    2,603.5



[CHART]

BROOKS RETAIL SALES
(IN MILLIONS OF US$)

     
2000      904.8
2001    1,013.3
2002    1,301.7
2003    1,757.0
2004    1,802.6





[GRAPHIC]

A GROWING NORTH AMERICAN PRESENCE

[PJC JEAN COUTU LOGO]

                                     QUEBEC
                                  NEW BRUNSWICK
                                     ONTARIO

[BROOKS(R) LOGO]

                                      MAINE
                                   CONNECTICUT
                                  RHODE ISLAND
                                  NEW HAMPSHIRE
                                     VERMONT
                                  MASSACHUSETTS
                                    NEW YORK

[ECKERD(R) LOGO]

                                    NEW YORK
                                  PENNSYLVANIA
                                 NORTH CAROLINA
                                     GEORGIA
                                   NEW JERSEY
                                 SOUTH CAROLINA
                                    VIRGINIA
                                    TENNESSEE
                                    DELAWARE
                                    MARYLAND
                                   CONNECTICUT
                                  WEST VIRGINIA
                                      OHIO

ON AUGUST 1, 2004, THE JEAN COUTU GROUP BECAME A DOMINANT PLAYER IN ITS INDUSTRY
AS THE SECOND LARGEST DRUGSTORE CHAIN IN EASTERN CANADA AND THE U.S. AND THE
FOURTH LARGEST IN NORTH AMERICA. THE COMPANY MANAGES A COMBINED NETWORK OF 2,204
OUTLETS.

1,885 BROOKS AND ECKERD CORPORATE OUTLETS IN 18 STATES COVERING THE REGIONS OF
NEW ENGLAND, NORTHEAST UNITED STATES, THE ATLANTIC COAST AND THE SOUTHEAST
UNITED STATES.

319 PJC JEAN COUTU AND PJC CLINIQUE FRANCHISED OUTLETS IN THE PROVINCES OF
QUEBEC, ONTARIO AND NEW BRUNSWICK.



                       THE JEAN COUTU GROUP (PJC) INC.  FINANCIAL HIGHLIGHTS  11

OVER 100 YEARS OF DRUGSTORE EXPERTISE

[ECKERD(R) LOGO]

THE ECKERD DRUGSTORE CHAIN ACQUIRED BY THE JEAN COUTU GROUP HOLDS AN ENVIABLE
PLACE IN THE DISTRIBUTION AND RETAIL SALES SECTOR OF PHARMACEUTICAL AND
PARAPHARMACEUTICAL PRODUCTS IN NORTH AMERICA. LAUNCHED IN 1898, THE ECKERD
BANNER IS ONE OF THE OLDEST AND MOST RESPECTED IN THE U.S. RETAIL DRUGSTORE
INDUSTRY.

THE FOURTH LARGEST DRUGSTORE CHAIN IN NORTH AMERICA

CHOICE LOCATIONS SERVING DENSITY POPULATED AREAS

FIRST OR SECOND IN SOME 60% OF THE MARKETS IN WHICH IT IS PRESENT

TYPICAL STORE SPACE RANGING FROM 10,000 SQ. FT. TO 13,500 SQ. FT.

STATE-OF-THE-ART DISTRIBUTION CENTRES

FILLS 103 MILLION PRESCRIPTIONS ANNUALLY AND AN AVERAGE OF 67,000 PRESCRIPTIONS
PER OUTLET

INVESTED US$370 MILLION OVER THE PAST THREE YEARS TO MODERNIZE 65% OF ITS
NETWORK

OFFERS BETWEEN 18,000 AND 25,000 PRODUCTS, OF WHICH 2,000 ARE PRIVATE LABEL, IN
THE FOLLOWING CATEGORIES: BEAUTY, OVER-THE-COUNTER DRUGS, PERSONAL CARE AND
CONSUMER PRODUCTS



                               History and Success

1969   FIRST JEAN COUTU PHARMACY OPENS IN MONTREAL

1973   FRANCHISE CONCEPT LAUNCHED IN THE CANADIAN NETWORK

1983   CANADIAN NETWORK OF FRANCHISED OUTLETS EXPANDS TO ONTARIO AND NEW
       BRUNSWICK

1986   COMPLETES IPO ON THE MONTREAL AND TORONTO STOCK EXCHANGES

1987   INTEGRATES 15 CADIEUX PHARMACIES INTO THE CANADIAN FRANCHISEE NETWORK
       PENETRATES THE U.S. MARKET WITH THE OPENING OF A CORPORATE OUTLET IN
       MASSACHUSETTS

1989   INTEGRATES 12 CLOUTIER PHARMACIES INTO THE CANADIAN FRANCHISEE NETWORK
       PURCHASES 16 DOUGLAS DRUG PHARMACIES IN RHODE ISLAND

1994   ACQUIRES 221 BROOKS DRUGSTORES IN SIX STATES IN THE NORTHEAST U.S.

1995   CONTINUES EXPANDING WITH THE ACQUISITION OF 30 DRUGSTORES UNDER THE
       RITE-AID BANNER IN MASSACHUSETTS AND RHODE ISLAND

1996   INTEGRATES 8 MAYRAND DRUGSTORES INTO THE CANADIAN FRANCHISEE NETWORK.

1997   INTEGRATES 23 CUMBERLAND DRUGSTORES INTO THE CANADIAN FRANCHISEE NETWORK

1999   PURCHASES 11 CITY DRUG PHARMACIES IN VERMONT AND NEW YORK

2002   ACQUIRES 80 OSCO DRUGSTORES IN MASSACHUSETTS AND NEW HAMPSHIRE

2004   ACQUIRES 1,549 ECKERD DRUGSTORES IN 13 STATES COVERING THE NORTHEAST AND
       MID-ATLANTIC UNITED STATES



                    THE JEAN COUTU GROUP (PJC) INC.  MESSAGE TO SHAREHOLDERS  13

STEADY GROWTH

[PHOTO OF JEAN COUTU]

JEAN COUTU
CHAIRMAN OF THE BOARD
THE JEAN COUTU GROUP (PJC) INC.

[PHOTO OF FRANCOIS J. COUTU]

FRANCOIS J. COUTU
PRESIDENT AND CHIEF EXECUTIVE OFFICER
THE JEAN COUTU GROUP (PJC) INC.

[PHOTO OF MICHEL COUTU]

MICHEL COUTU
PRESIDENT AND CHIEF EXECUTIVE OFFICER,
THE JEAN COUTU GROUP (PJC) USA, INC.

The Jean Coutu Group (PJC) Inc. has become a force in North America since its
creation 35 years ago. In fiscal 2003-2004, the Company kept its growth and
success record intact by delivering an excellent financial performance that
attests to strong, sound management. Thus, revenues as at May 31, 2004, were
$4.096 billion dollars, while net earnings increased 10.5% over last year to
$176.9 million.

At the end of another successful year, the Jean Coutu Group continues to
maximize its potential by following a structured approach to achieve its growth
objectives and expand its presence in North America.

The financial and operating performance of the PJC and Brooks chains in
2003-2004 is largely attributable to the sustained efforts of the Company's
valued franchisees and employees, who day in and day out meet the highest
quality standards for customer service and pharmaceutical care.



In 2004, the Jean Coutu Group became a dominant player in its industry as the
fourth largest drugstore chain in North America.



                    THE JEAN COUTU GROUP (PJC) INC.  MESSAGE TO SHAREHOLDERS  15

OPTIMAL PERFORMANCE

A WATERSHED YEAR
Fiscal 2003-2004 was a turning point in the achievement of the Company's growth
objectives. We orchestrated strategies and actions to leverage employee
productivity, processes and resources in order to set up conditions conducive to
optimizing the performance of our administrative and commercial operations. To
this end, we re-engineered the Company to ensure a solid foundation capable of
supporting our daily challenges and of promoting excellence in all our
franchised and corporate outlets.

This year saw the successful completion of the most important transaction in the
history of our organization. We reached an agreement to acquire from TDI
Consolidated Corporation, a wholly-owned subsidiary of J.C. Penney Corporation,
Inc., Eckerd's head office, 1,549 pharmacies and six distribution centres spread
across 13 states in the Northeast and mid-Atlantic United States. Thus, as of
August 1, 2004, the Jean Coutu Group has been operating 2,204 franchised and
corporate outlets in eastern Canada, and in the Northeast and mid-Atlantic
United States. By becoming the fourth largest drugstore chain in North America,
we are entering 2004-2005 from a position of strength.

In the U.S., the Brooks and Eckerd banners already rank first or second in some
60% of the markets they serve. The geographical concentration of the outlets,
their choice location and proximity to very density populated areas, combined
with the reputation of the Brooks and Eckerd brands, place the Jean Coutu Group
in a position to maintain sustainable growth.

The business model we have espoused since our foray into the U.S. market in
1987, and our steady financial performance, are proof positive that our
organization has the ability to maximize the full potential of a corporate
network that today boasts 1,885 outlets in the U.S. We plan to leverage this
model and our know-how in advanced technologies and quality control processes to
enhance both the operational and financial performances of our new Eckerd
stores.



16  MESSAGE TO SHAREHOLDERS  THE JEAN COUTU GROUP (PJC) INC.

A SOLID PERFORMANCE AND A PROMISING FUTURE
The results of fiscal 2003-2004 once again attest to the excellence and
performance of our PJC franchised outlets and Brooks corporate stores. We
continued to expand on the Canadian market by opening nine new branches in
Quebec and New Brunswick, and by buying three Pharmasave outlets in Ontario. As
for the U.S., the Eckerd acquisition and the opening of five new Brooks branches
confirm our leadership in that market and the potential it represents in a
rapidly growing industry.

The investments made in improving our outlets and in the fields of training,
technology, promotion and marketing have allowed us to set ourselves apart. As
drugstore professionals, we make it a priority to guarantee access to top
quality services. Growing healthcare needs are prompting us to innovate in the
way we do things, promote rapprochement with the next generation of pharmacists
and become actively involved in advancing the profession.

Our achievements in 2003-2004 will help support our growth in the years to come.
Our growing presence in North America places us in a choice position to turn a
new page in our history and guarantees us a most promising future.


"EVERYTHING WE DO IS AIMED AT PROVIDING OUR CUSTOMERS WITH THE BEST IN
PHARMACEUTICAL SERVICES TODAY AND IN THE YEARS TO COME, QUALITY OUTLETS THAT
OFFER PRODUCTS AND SERVICES SUITED TO THEIR NEEDS, ACCESS TO LOYALTY PROGRAMS,
AND A UNIQUE ENVIRONMENT THAT STRIVES FOR EXCELLENCE IN CUSTOMER SERVICE."



                    THE JEAN COUTU GROUP (PJC) INC.  MESSAGE TO SHAREHOLDERS  17

OPPORTUNITIES
Next year we will continue our efforts using a structured approach to optimize
the performance of our Canadian and U.S. networks. We will focus on a dynamic
approach that relies on the synergy of our resources and the sharing of
knowledge in order to reach our full potential. We will make a concerted effort
to affirm our leadership on a North American scale, and remain on the lookout
for new opportunities to increase our market share and presence in Canada and
the U.S.

We will achieve our objectives through best management practices. We will
continue to deploy strategies aimed at improving our operating efficiency as
well as training programs and other promising initiatives to ensure the highest
customer service standards. We will contribute to the advancement of the
profession and encourage the next generation of pharmacists in order to
guarantee access to and the continuity of quality pharmaceutical care.

ACKNOWLEDGEMENTS
We regretfully announce the retirement of Yvon Bechard, a founding pillar of the
Jean Coutu Group. His vast expertise in finance and the economy allowed us to
reach unparalleled heights. We thank him for his unwavering devotion and
invaluable contribution to the success of our organization.

                                        THE DRUGSTORE INDUSTRY: A BOOMING SECTOR

[CHART]

CANADA
PRESCRIPTION DRUG
SALES FROM 2000 TO 2008

      
2000      9.8
2001     11.5
2002     12.9
2003     14.1
2004E    15.7
2005E    17.4
2006E    19.3
2007E    21.4
2008E    23.8



SOURCE: IMS HEALTH
E: YEARS 2004-2008 ARE ESTIMATED
(IN BILLIONS CAN$)

[CHART]

UNITED STATES
PRESCRIPTION DRUG
SALES FROM 2000 TO 2008

      
2000     147.0
2001     172.0
2002     192.0
2003     220.2
2004E    245.9
2005E    275.1
2006E    309.4
2007E    345.0
2008E    383.2



SOURCE: IMS HEALTH
E: YEARS 2004-2008 ARE ESTIMATED
(IN BILLIONS US$)



[GRAPHIC]

satisfaction



                       THE JEAN COUTU GROUP (PJC) INC.  REVIEW OF OPERATIONS  01

[PHOTO]

[THE JEAN COUTU GROUP (PJC) INC. LOGO]

Our priority: customer service

All of the Jean Coutu Group strategies are aimed at offering the best in
pharmaceutical care and customer service. The Company's actions in 2003-2004
attest to its know-how and ability to innovate in order to fulfill the needs of
a burgeoning market and evolve in step with consumers' changing needs.



02  REVIEW OF OPERATIONS  THE JEAN COUTU GROUP (PJC) INC.

                                           MODERN, QUALITY NEIGHBOURHOOD OUTLETS

[PJC JEAN COUTU LOGO]

[CHART]

RETAIL SALES 2004
CAN$2.603 BILLION(1)

          
PHARMACY     56%
FRONT-END    44%



(1) Not included in the consolidated financial statements of the Company.

[BROOKS(R) LOGO]

[CHART]

RETAIL SALES 2004
US$1.803 BILLION

          
PHARMACY     69%
FRONT-END    31%



[ECKERD(R) LOGO]

[CHART]

RETAIL SALES 2004
US$7.892 BILLION(1)(2)

          
PHARMACY     71%
FRONT-END    29%



(1) Not included in the consolidated financial statements of the Company.
(2) For the 53-week period ended May 1, 2004, for the outlets acquired by the
    Company on July 31, 2004.



                       THE JEAN COUTU GROUP (PJC) INC.  REVIEW OF OPERATIONS  03

THE JEAN COUTU GROUP HAS ALWAYS SET ITSELF APART IN ITS VISION TO DEVELOP A
NETWORK OF FRIENDLY, WELL MERCHANDISED, EASILY ACCESSIBLE OUTLETS IN LINE WITH
THE TASTES AND NEEDS OF THE CONSUMERS THEY SERVE.

[GRAPHIC]

[GRAPHIC]

[GRAPHIC]



04  REVIEW OF OPERATIONS  THE JEAN COUTU GROUP (PJC) INC.

EXPANDING AN ADDED-VALUE NORTH AMERICAN NETWORK

CAN

[PJC THE JEAN COUTU GROUP (PJC) INC. LOGO]

The JEAN COUTU Group (PJC) Inc.

FRANCHISEE NETWORK
June 1, 2003 to May 31, 2004

OPENINGS AND IMPROVEMENT PROJECTS
- -  7 new PJC Jean Coutu
- -  2 new PJC Clinique
- -  6 major renovation projects
- -  7 expansion projects
- -  4 relocations

ACQUISITION OF THREE NEW PHARMASAVE DRUGSTORES IN ONTARIO

ACQUISITION OF SEVEN NEW PROPERTIES IN QUEBEC



Fiscal years ended May 31             2004           2003
- ---------------------------------------------------------
                                          
FRANCHISED
OUTLETS SALES
(IN THOUSANDS OF DOLLARS)        2,603,495      2,418,363
- ---------------------------------------------------------

NUMBER OF
FRANCHISED OUTLETS
PJC Jean Coutu                         277            270
PJC Clinique                            40             39
PJC Sante Beaute                         2              2
- ---------------------------------------------------------

EMPLOYEES AT
FRANCHISED OUTLETS                  13,043         12,416
- ---------------------------------------------------------


INNOVATION
THE JEAN COUTU GROUP REMAINS AN UNCONTESTED LEADER DUE TO ITS CONTINUOUS
FRANCHISEE DEVELOPMENT AND IMPROVEMENT INITIATIVES. AMONG THIS YEAR'S NEW OUTLET
OPENINGS IS THE SECOND LARGEST OUTLET IN THE COMPANY'S CANADIAN NETWORK. LOCATED
IN MONTREAL ON BEAUMONT AVENUE AT THE CORNER OF ROCKLAND AVENUE, THIS NEW BRANCH
OFFERS:

- -  A LEADING-EDGE LABORATORY AND A PRIVATE CONSULTATION AREA,
- -  A CLINIC OFFERING SPECIALIZED MEDICAL SERVICES,
- -  THE MOST ELEGANT PASSION FOR BEAUTY BOUTIQUE,
- -  DRIVE-THRU SERVICE,
- -  NEARLY 12,000 SQ. FT. OF SHOPPING SPACE.



                       THE JEAN COUTU GROUP (PJC) INC.  REVIEW OF OPERATIONS  05

DURING FISCAL 2003-2004, THE JEAN COUTU GROUP EXPANDED AND CONTINUOUSLY IMPROVED
ITS NETWORKS OF CANADIAN AND U.S. OUTLETS.

USA

[BROOKS(R) LOGO]

NETWORK OF CORPORATE OUTLETS
June 1, 2003 to May 31, 2004

OPENINGS AND IMPROVEMENT PROJECTS
- -  5 new Brooks pharmacies
- -  7 major renovation projects
- -  6 relocation projects

ACQUISITION OF EIGHT NEW PROPERTIES
- -  2 in Connecticut
- -  3 in Massachusetts
- -  2 in Vermont
- -  1 in Rhode Island



Fiscal years ended May 31             2004           2003
- ---------------------------------------------------------
                                          
CORPORATE
OUTLETS SALES
(IN THOUSANDS OF
AMERICAN DOLLARS)                1,802,585      1,757,035
- ---------------------------------------------------------

NUMBER OF
CORPORATE OUTLETS                      336            332
- ---------------------------------------------------------

EMPLOYEES AT
CORPORATE OUTLETS                    8,859          8,075
- ---------------------------------------------------------


EXPANSION
THE QUALITY OF THE 1,549 ECKERD DRUGSTORES ACQUIRED BY THE JEAN COUTU GROUP ON
AUGUST 1, 2004 IS A MAJOR ASSET TO THE COMPANY'S GROWTH AND EXPANSION IN THE
U.S.

- -   A WELL-ESTABLISHED CHAIN OF OUTLETS WITH QUALITY, WELL-LOCATED REAL ESTATE.
- -   MAJOR INVESTMENTS MADE OVER THE PAST THREE YEARS TO IMPROVE, RELOCATE AND
    REMODEL 65% OF THE OUTLETS.
- -   DRIVE-THRU SERVICE INTRODUCED IN SOME 680 ECKERD BRANCHES.



06  REVIEW OF OPERATIONS  THE JEAN COUTU GROUP (PJC) INC.

TECHNOLOGY

THROUGH ITS SUBSIDIARY THE RX INFORMATION CENTRE, THE JEAN COUTU GROUP HAS
BECOME AN EXPERT IN THE USE OF LEADING-EDGE TECHNOLOGIES TO ENSURE OPTIMAL
OPERATIONS MANAGEMENT. THESE TECHNOLOGIES PROVIDE A VERY EFFECTIVE WAY TO
INCREASE THE COMPANY'S PROFITABILITY WHILE MAINTAINING THE HIGHEST QUALITY
STANDARDS IN CUSTOMER SERVICE AND PHARMACEUTICAL CARE.

PRESCRIPTION SYSTEM
Customized to help pharmacists with their daily administrative tasks, the
prescription system is one of the most innovative tools currently used in the
field.

In 2003-2004, the Rx Information Centre completed the final implementation phase
of the new system in the U.S. In Canada, a new version was developed and rolled
out in the New Brunswick outlets. And finally, major modifications were made to
the system in light of the forthcoming deployment in the Ontario network.

DISTRIBUTION CENTRES
The Jean Coutu Group continues to rely on state-of-the-art technologies to
respond more effectively to the growing needs of a flourishing network of
franchisees and corporate outlets. During the year, the radio frequency system
in the Canadian distribution network was upgraded and can now use the most
advanced wireless technology currently available.



                       THE JEAN COUTU GROUP (PJC) INC.  REVIEW OF OPERATIONS  07

TECHNOLOGY INFRASTRUCTURE
The performance of the technology infrastructure is one of the Company's main
concerns. During 2003-2004, computer security and the telecommunications
infrastructure serving Quebec's franchisees were analyzed in depth to ensure
users secure, reliable facilities capable of meeting their future needs.

Always with an eye to continuous improvement, the U.S. Brooks subsidiary was
equipped with a direct store delivery system to optimize the chain's internal
control. Using wireless terminals to confirm merchandise deliveries helps the
outlets better monitor the quantities received and electronically check costs
against invoices. Currently being tested in 15 branches, the system will be
rolled out across the chain over the next year.

[GRAPHIC]

THE RX INFORMATION CENTRE IS DEDICATED TO DEVELOPING AND IMPLEMENTING
LEADING-EDGE TECHNOLOGY SOLUTIONS AIMED AT MAINTAINING THE OPERATING EFFICIENCY
OF THE CANADIAN AND U.S. ESTABLISHMENTS NETWORKS AS WELL AS THE HEAD OFFICES AND
DISTRIBUTION CENTRES.



08  REVIEW OF OPERATIONS  THE JEAN COUTU GROUP (PJC) INC.

TRAINING

DAY AFTER DAY, THE JEAN COUTU GROUP SETS ITSELF APART THROUGH THE QUALITY OF ITS
SERVICE. BECAUSE A COMPETENT EMPLOYEE BASE IS THE COMPANY'S GREATEST ASSET, THE
ORGANIZATION INVESTS IN TRAINING IN ORDER TO PROMOTE AND IMPLEMENT BEST
PRACTICES IN PHARMACEUTICAL CARE, CUSTOMER SERVICE, MANAGEMENT, AND COSMETICS.

In 2003-2004, the Company offered to its franchisees programs designed to help
them meet their challenges. Health is a key area of focus, and access to quality
professional services remains a constant concern. During the year, the Jean
Coutu Group therefore developed and launched a training program for lab
technicians with a twofold objective: to offer leading-edge training to
employees and to ensure the development of competent future technicians. This
initiative is a lasting solution that will guarantee pharmacists solid support
in the lab, allowing them to devote more time to delivering pharmaceutical care.



                       THE JEAN COUTU GROUP [PJC] INC.  REVIEW OF OPERATIONS  09

[GRAPHIC]

STATE-OF-THE-ART TRAINING PROGRAM
- - LABORATORY
- - CUSTOMER SERVICE
- - COSMETICS


THE JEAN COUTU GROUP CONSIDERS TRAINING TO BE ONE OF THE MOST EFFECTIVE WAYS TO
GUARANTEE HIGH-LEVEL PERFORMANCE ACROSS THE ENTIRE ORGANIZATION AS WELL AS
SERVICE QUALITY IN BOTH ITS NETWORKS.



10  REVIEW OF OPERATIONS  THE JEAN COUTU GROUP [PJC] INC.

PROFESSIONAL SERVICES

IN CANADA AS IN THE U.S., THE JEAN COUTU GROUP HAS ALWAYS BEEN A LEADER IN
PHARMACEUTICAL CARE AND PURSUES ITS MISSION TO CONTINUOUSLY DEVELOP THIS
STRATEGIC AREA OF ITS BUSINESS.

TRAINING PROGRAMS, PHARMACIST SUPPORT SERVICES AND THE DESIGN OF MODERN,
EFFICIENT LABORATORIES TO FACILITATE LAB WORK ARE PART OF A CONCERTED EFFORT TO
ALLOW THE JEAN COUTU GROUP'S PHARMACISTS TO FULFILL THE GROWING NEEDS OF THEIR
CLIENTELE.

ADVANCING THE PROFESSION
In the past few years, the Jean Coutu Group has made determined efforts to
promote the implementation of long-lasting solutions to contribute to the
advancement of the profession. Pharmacists in franchised outlets can rely on The
Jean Coutu Academy and the medical and pharmacological information centre to
meet their professional development and support needs.

INVESTING IN TOMORROW'S PHARMACISTS
One of the fundamental values of the Jean Coutu Group is to ensure the quality
and continuity of professional care offered throughout North America. To this
end, the Company makes financial aid and support programs available to students,
endeavours to create a quality work environment conducive to the practice of the
profession, organizes promotional campaigns and events, and offers educational
internship programs.



                       THE JEAN COUTU GROUP [PJC] INC.  REVIEW OF OPERATIONS  11

QUALITY OF PHARMACEUTICAL CARE IS A FUNDAMENTAL AREA IN WHICH THE COMPANY
CONTINUOUSLY INNOVATES AND INVESTS IN ORDER TO MEET THE GROWING DEMAND OF A
BURGEONING MARKET.

DESIGN AND OPERATION OF MODERN, FRIENDLY LABORATORIES DEVELOPED ON THE BASIS OF
A CAREFUL ANALYSIS OF WORK ORGANIZATION AND THE PHYSICAL LAYOUT OF THE PREMISES.

DEVELOPMENT OF A UNIQUE PRESCRIPTION SYSTEM IN NORTH AMERICA.

PRIVATE CONSULTATION AREAS WHERE PHARMACISTS CAN PROVIDE CUSTOMERS WITH
PERSONALIZED SERVICE.

[PHOTO]



12  REVIEW OF OPERATIONS  THE JEAN COUTU GROUP [PJC] INC.

DIVERSITY AND SATISFACTION

DURING THE YEAR, THE COMPANY'S ENTIRE MERCHANDISING STRATEGIES AND EFFORTS WERE
GEARED TO MAKING PJC AND BROOKS OUTLETS THE DESTINATION OF CHOICE FOR CONSUMERS.
IN FACT, THE JEAN COUTU GROUP WORKS TIRELESSLY TO OFFER PRODUCTS AND SERVICES
THAT FULFILL THE REQUIREMENTS.

LOYALTY PROGRAMS
Attracting an impressive number of enrolments, the AIR Miles(TM) reward program
launched in May 2003 in all PJC branches in Quebec has been a resounding
success.

For its part, Brooks Pharmacy joined the UPROMISE program in April 2004. Under
this innovative program, rebates are deposited in college savings accounts set
up by customers for their children.



                       THE JEAN COUTU GROUP [PJC] INC.  REVIEW OF OPERATIONS  13

DIGITAL PHOTO PROCESSING SERVICE
Just one year after its introduction, the Jean Coutu Group has once again made
its mark in the digital photography sector. The speed and quality of the digital
photo development facilities set up in all its franchised outlets have propelled
it to number one in its sector. Focusing on offering rapid, efficient service,
the Company offers two ordering methods: online through its web site or
in-store.

In the U.S., all Brooks outlets offer next-day photofinishing. Self-service
digital print kiosks are available in 77 outlets, while 144 outlets are equipped
with a self-service Kodak Picture Maker unit that allows customers to make
copies and enlargements from their favourite prints.

BEAUTY AND COSMETICS
Always attuned to beauty care trends, the Jean Coutu Group continually sets
itself apart by offering a variety of products that appeal to a vast clientele.

In Canada, the Jean Coutu Group is the first company to market the professional
MAKE UP FOR EVER line in pharmacies. The line will make its debut in the PASSION
FOR BEAUTY BOUTIQUE of its new outlet on Beaumont Street in Montreal. In the
U.S., the success of the dermocosmetics section introduced in Brooks outlets two
years ago prompted the Company to expand the concept to three branches in
Massachusetts in 2003-2004.



14  REVIEW OF OPERATIONS  THE JEAN COUTU GROUP [PJC] INC.

          OUR CUSTOMERS: PRIORITY #1

[GRAPHIC] MORE THAN 240,000 PJC CUSTOMERS IN QUEBEC HAVE ENROLLED IN THE AIR
          MILES(TM) PROGRAM SINCE ITS LAUNCH IN MAY 2003, A COMPELLING TESTIMONY
          TO ITS POPULARITY.

Upromise(R)

          LAUNCHED IN BROOKS PHARMACIES IN APRIL 2004, THE UPROMISE PROGRAM
          ALLOWS CUSTOMERS TO SAVE FOR THEIR CHILDREN'S COLLEGE EDUCATION.

[GRAPHIC] INNOVATING IN DIGITAL PHOTOGRAPHY, THE JEAN COUTU GROUP IS DEPLOYING
          SELF-SERVE KIOSKS AND Kodak Picture Maker UNITS IN THE U.S. AND IS THE
          FIRST DRUGSTORE RETAILER IN QUEBEC TO DEVELOP DIGITAL PHOTOS, WITH
          NEARLY 5 MILLION PHOTOS PRINTED IN 2003-2004.

[GRAPHIC] A PIONEER IN THE MARKETING OF DERMOCOSMETICS IN NORTH AMERICAN
          DRUGSTORES, THE JEAN COUTU GROUP TODAY HAS 132 PJC FRANCHISED OUTLETS
          IN CANADA WITH A DERMO-COSMETICS SECTION, INCLUDING 47 EQUIPPED WITH A
          SKIN ANALYZER. IN THE U.S., THE COMPANY IS CONTINUING ITS EXPANSION IN
          THIS INCREASINGLY POPULAR SECTOR.

[GRAPHIC] PJC AND BROOKS FLYERS ARE IMPORTANT PROMOTIONAL VEHICLES WITH A WEEKLY
          CIRCULATION OF MORE THAN 2 MILLION COPIES IN CANADA AND OVER 4 MILLION
          IN THE U.S.

          THE WEB SITES OF THE TWO OUTLETS NETWORKS ALLOW CUSTOMERS TO ACCESS A
          HOST OF PRACTICAL HEALTH AND BEAUTY INFORMATION AT ANY TIME, AS WELL
          AS THE WEEKLY FLYER PROMOTIONS AND LOYALTY PROGRAMS.

          (R) TM Trademarks of AIR MILES International Trading B.V. Used under
          licence by Loyalty Management Group Canada Inc. and The Jean Coutu
          Group (PJC) Inc.



                       THE JEAN COUTU GROUP [PJC] INC.  REVIEW OF OPERATIONS  15

[GRAPHIC]

PJC AND BROOKS OUTLETS OFFER A VAST SELECTION OF PRIVATE LABEL PRODUCTS AND
EXCLUSIVE IMPORTED ITEMS THAT ARE A HIT WITH CONSUMERS DUE TO THEIR QUALITY AND
COMPETITIVE PRICE.



16  REVIEW OF OPERATIONS  THE JEAN COUTU GROUP [PJC] INC.

CORPORATE CITIZENSHIP

CLOSE TO THE PEOPLE AND THEIR COMMUNITIES, THE JEAN COUTU GROUP HAS ALWAYS
HELPED SUPPORT SEVERAL ORGANIZATIONS AND CONTRIBUTES TO THE ADVANCEMENT OF
SOCIETY, PARTICULARLY THOSE INVOLVED IN HEALTH-RELATED MATTERS. IN ALL, OVER
$1,000,000 WAS DONATED TO HOSPITAL FOUNDATIONS, RESEARCH CENTRES AND
PHARMACEUTICAL FACULTIES LAST YEAR.

THE JEAN COUTU GROUP DONATED $200,000 TO THE FONDATION DE L'HOPITAL
SAINTE-JUSTINE IN 2003-2004. THE COMPANY HAS COMMITTED TO DONATING A TOTAL OF
SOME $2 MILLION TO THE FOUNDATION OVER THE NEXT 10 YEARS.

MORE THAN 200 ORGANIZATIONS, FOUNDATIONS, RESEARCH INSTITUTES AND PHARMACEUTICAL
FACULTIES HAVE RECEIVED SUPPORT FROM THE JEAN COUTU GROUP.

[GRAPHIC]

THE MARCELLE AND JEAN COUTU FOUNDATION GRANTED $12.5 MILLION TO UNIVERSITE DE
MONTREAL IN 2002 TO BUILD A NEW PHARMACEUTICAL FACULTY BUILDING. ITS
INAUGURATION IS SCHEDULED FOR THIS YEAR.



[GRAPHIC]



THE RESULTS OF FISCAL 2003-2004 ONCE AGAIN ATTEST TO THE EXCELLENCE AND
PERFORMANCE OF OUR PJC FRANCHISED OUTLETS AND BROOKS CORPORATE STORES.



       THE JEAN COUTU GROUP [PJC] INC.  MANAGEMENT'S DISCUSSION AND ANALYSIS  21

MANAGEMENT'S DISCUSSION AND ANALYSIS

THE DISCUSSION THAT FOLLOWS PROVIDES AN ANALYSIS OF THE CONSOLIDATED OPERATING
RESULTS AND FINANCIAL POSITION OF THE JEAN COUTU GROUP (PJC) INC. (THE JEAN
COUTU GROUP) AS AT MAY 31, 2004. THE MANAGEMENT'S DISCUSSION AND ANALYSIS THAT
FOLLOWS CONCERNS THE JEAN COUTU GROUP INDEPENDENTLY AND DOES NOT INCLUDE ECKERD
OPERATIONS EXCEPT WHEN THE ECKERD ACQUISITION IS SPECIFICALLY MENTIONED.

EXCEPT WHERE OTHERWISE INDICATED, ALL FINANCIAL INFORMATION HEREIN IS EXPRESSED
IN CANADIAN DOLLARS AND DETERMINED ON THE BASIS OF CANADIAN GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (GAAP). HOWEVER, IT SHOULD BE NOTED THAT AS OF THE FIRST
QUARTER OF FISCAL 2004-2005, ENDING AUGUST 31, 2004, THE FINANCIAL DATA WILL
APPEAR IN U.S. DOLLARS, IN ACCORDANCE WITH CANADIAN GAAP, WHICH WILL MORE
ACCURATELY REFLECT THE OPERATING RESULTS OF THE COMPANY, PARTICULARLY SINCE THE
ECKERD ACQUISITION FINALIZED JULY 31, 2004. THE FOLLOWING DISCUSSION SHOULD BE
READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES
AS AT MAY 31, 2004. ADDITIONAL INFORMATION RELATING TO THE JEAN COUTU GROUP IS
ALSO AVAILABLE ON SEDAR AT www.sedar.com.

FORWARD LOOKING STATEMENTS
This report contains certain "forward-looking statements" as defined in the
PRIVATE SECURITIES LITIGATION REFORM ACT of 1995. Any statement in this report
not based on historical fact may be deemed a forward-looking statement. When
used in this report, the words "believe,""intend,""expect,""estimate"and other
similar expressions are generally intended to identify forward-looking
statements. Such statements are not guarantees of the future performance of the
Jean Coutu Group or its industry and involve known and unknown risks and
uncertainties that may cause the outlook, the actual results or performance of
the Jean Coutu Group or of its reportable segments to be materially different
from any future results or performance expressed or implied by such statements.

COMPANY PROFILE
We exercise our pharmaceutical activities in two broad geographic areas, eastern
Canada and the eastern United States and in two types of outlets: franchised
outlets (PJC) and corporate owned outlets (Brooks).

As at May 31, 2004, our network of PJC and Brooks outlets was broken down as
follows geographically and by type of outlet:



                                        CORPORATE-
                        FRANCHISED           OWNED
                           OUTLETS         OUTLETS     TOTAL
- ------------------------------------------------------------
                                                
Canada                         319(1)            -       319
United States                    -             336       336
- ------------------------------------------------------------
Total                          319(1)          336       655
- ------------------------------------------------------------


(1) Excluding the three Pharmasave outlets.

CANADA. In Canada, our activities are divided into two major segments. The first
involves our franchising activities, which include operating a distribution
centre and providing services to our PJC franchised outlets. These services
comprise centralized purchasing, distribution, marketing, training, human
resources, management, operational consulting and information systems, as well
as participation in our private label program. Our PJC franchisees own and
manage their outlets and are responsible for merchandising and financing their
inventory. They must provision their outlets from our distribution centre
provided that the products requested are available and priced lower than other
suppliers. We supply our PJC franchisees with approximately 72% of their
products, including almost all prescription drugs. Although PJC outlet sales are
not included in our revenues, an increase or decrease in this regard will
directly affect our performance as it impacts distribution centre sales and
royalties.

Our second segment in Canada is real estate. The Jean Coutu Group has
considerable real estate assets. As at May 31, 2004, we owned 166 properties, of
which 126 housed PJC franchised outlets. We also sublease 193 locations to other
PJC franchisees under non-cancellable leases signed directly with the lessees.
Our real estate strategy is centered on acquiring first-rate sites close to
medical clinics so that they meet the needs of our franchisees and help them
control costs. Every property is acquired with this strategy in mind.

UNITED STATES. In the U.S., we operate a network of 336 outlets under the Brooks
banner, and one distribution centre.



22  MANAGEMENT'S DISCUSSION AND ANALYSIS  THE JEAN COUTU GROUP [PJC] INC.

SELECTED FINANCIAL DATA
The following table presents some financial data for the fiscal years ended May
31, 2004, 2003 and 2002.



for the fiscal year ended                       2004          2003          2002
- --------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)                          $             $             $
                                                          RESTATED       RESTATED
                                                              
OPERATING RESULTS
Revenues(1)
  Canada                                   1,667,562     1,355,163     1,422,285
  United States                            2,428,576     2,692,400     2,054,546
- --------------------------------------------------------------------------------
                                           4,096,138     4,047,563     3,476,831
- --------------------------------------------------------------------------------

Cost of goods sold
  Canada                                   1,364,725     1,092,367     1,170,588
  United States                            1,814,622     2,014,695     1,540,323
- --------------------------------------------------------------------------------
                                           3,179,347     3,107,062     2,710,911
- --------------------------------------------------------------------------------

General and operating expenses
  Canada                                     122,501       112,608       104,573
  United States                              464,217       515,727       396,517
- --------------------------------------------------------------------------------
                                             586,718       628,335       501,090
- --------------------------------------------------------------------------------

Amortization
  Canada(2)                                    9,395         8,739         7,770
  United States                               42,165        45,811        34,828
- --------------------------------------------------------------------------------
                                              51,560        54,550        42,598
- --------------------------------------------------------------------------------

Operating income
  Canada                                     169,382       141,449       139,354
  United States                              109,131       116,167        82,878
- --------------------------------------------------------------------------------
                                             278,513       257,616       222,232
- --------------------------------------------------------------------------------

Financial expenses                            20,041        27,231        17,086
Income before income taxes                   258,472       230,385       205,146
Income taxes                                  81,549        70,293        68,672
- --------------------------------------------------------------------------------
Net income                                   176,923       160,092       136,474
- --------------------------------------------------------------------------------

Earnings per share
  Basic                                         0.78          0.71          0.61
  Diluted                                       0.78          0.70          0.60
- --------------------------------------------------------------------------------


(1) Revenues comprise sales and other revenues.
(2) Excludes amortization of incentives paid to franchisees, which is applied
    against royalties included in other revenues.



       THE JEAN COUTU GROUP [PJC] INC.  MANAGEMENT'S DISCUSSION AND ANALYSIS  23



                                                          2004           2003           2002
- --------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)                                    $              $              $
                                                                     RESTATED       RESTATED
                                                                          
OTHER OPERATING DATA
Gross profit
  Canada                                                91,687         68,297         71,885
  United States                                        604,903        666,913        503,137
- --------------------------------------------------------------------------------------------
                                                       696,590        735,210        575,022
- --------------------------------------------------------------------------------------------

Gross margin
  Canada                                                   6.3%           5.9%           5.8%
  United States                                           25.0%          24.9%          24.6%
- --------------------------------------------------------------------------------------------

Earnings before interest, taxes depreciation and
 amortization (EBITDA)                                 334,166        316,776        269,276
  Reconciliation of EBITDA with net income
  Net income                                           176,923        160,092        136,474
  Interest on long-term debt                            16,394         22,008         13,556
  Other interest                                         3,647          5,223          3,530
  Income taxes                                          81,549         70,293         68,672
- --------------------------------------------------------------------------------------------
Operating income                                       278,513        257,616        222,232
- --------------------------------------------------------------------------------------------

Amortization                                            51,560         54,550         42,598
Amortization of incentives paid to franchisees           4,093          4,610          4,446
- --------------------------------------------------------------------------------------------
EBITDA                                                 334,166        316,776        269,276
- --------------------------------------------------------------------------------------------

Total assets                                         1,834,786      1,716,632      1,658,200
- --------------------------------------------------------------------------------------------

Long-term debt                                         231,261        262,981        324,083
- --------------------------------------------------------------------------------------------

NETWORK DATA
Network sales
  Canada(1)                                          2,603,495      2,418,363      2,264,451
  United States                                      2,419,525      2,681,608      2,043,460
- --------------------------------------------------------------------------------------------

Sales growth--same-store basis
 Canada(1)
  Total                                                    6.8%           4.6%           8.8%
  Front-store                                              2.3%           0.4%           2.7%
  Pharmaceutical                                          10.3%           8.6%          15.0%
 United States(2)
  Total                                                    4.3%           6.3%          11.5%
  Front store                                              2.1%           2.1%           4.0%
  Pharmaceutical                                           5.3%           8.3%          15.3%
- --------------------------------------------------------------------------------------------


(1) Franchised outlet sales are not included in the Company's consolidated
    financial statements.
(2) Growth of same-stores sales for the years ended May 31, 2004 and 2003 are
    adjusted to reflect the fact that the year ended May 31, 2003 was a 53-week
    period for the U.S. operations.



24  MANAGEMENT'S DISCUSSION AND ANALYSIS  THE JEAN COUTU GROUP (PJC) INC.

DEFINITION OF FINANCIAL DATA
REVENUES
Revenues consist of Canadian and U.S. sales plus other revenues derived from
franchising, real estate and retail sales.

CANADA. Merchandise sales from our distribution centre to PJC franchisees
account for most of our sales in Canada. PJC sales are not included in our
revenues. However, changes in their sales directly affect our revenues since PJC
franchisees purchase most of their inventory from our distribution centre.
Canadian sales for the year ended May 31, 2004 include sales by our three
corporate outlets operating in Ontario under the Pharmasave banner. These
outlets accounted for less than one percent of Canadian sales in 2003-2004.

Other revenues consist of royalties from our franchisees based on a percentage
of sales and include advertising revenues, rent generated by our real estate
division and charge backs to our franchisees in exchange for certain services.

UNITED STATES. U.S. sales consist of retail sales generated by outlets operating
under the Brooks banner.

Other revenues include rental income from our U.S. owned properties leased to
unrelated parties, and miscellaneous U.S. vendor revenues.

GROSS PROFIT
Gross profit is calculated as follows: sales minus the cost of goods in our
distribution centre for our Canadian operations, and the cost of goods in store
for the U.S. network.

GENERAL AND OPERATING EXPENSES
General and operating expenses comprise costs associated with salaries and
benefits, repairs and maintenance, insurance, distribution centre and
professional fees, as well as costs incurred by our real estate division.

EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION
Although earnings before interest, income taxes, depreciation and amortization
(EBITDA) are not a performance measure defined by Canadian GAAP, management uses
this measure to evaluate the operating and financial performance of its
reportable segments. Moreover, our definition of EBITDA may differ from the one
used by other companies. EBITDA is reconciled with net income--a performance
measure defined by Canadian GAAP--in the table of selected financial data
included in this report.

EXCHANGE RATE DATA
The assets and liabilities of our U.S. subsidiaries are translated into Canadian
dollars at the exchange rate in effect on the date of the balance sheet. Sales
and expenses are translated at the average monthly rates in effect during the
period. The following table shows exchange rates based on the Bank of Canada
closing rate expressed as Canadian dollars per US$1.00.



                       May 31, 2004    May 31, 2003   May 31, 2002
- ------------------------------------------------------------------
                                                   
Average rate(1)              1.3430          1.5250         1.5680
Closing rate                 1.3634          1.3685         1.5280
- ------------------------------------------------------------------


(1) Calculated using the average of the closing exchange rates of each day of
    the period indicated.

COMPARISON OF THE YEARS ENDED MAY 31, 2004 AND MAY 31, 2003
REVENUES
Total revenues rose $48.6 million or 1.2% to $4.096 billion for the year ended
May 31, 2004, against $4.048 billion for the same period in 2003.

CANADA. Revenues from Canadian operations reached $1.668 billion, an increase of
$312.4 million or 23.1%. This strong growth takes into account the closing of
our distribution centre for 58 days in fiscal 2003 due to a labour dispute.
These revenues also reflect the fact that we had 8 more PJC franchised outlets,
we renovated or moved 17 outlets, and we experienced a growth in PJC sales. For
the year ended May 31, 2004, on a same-store basis, total PJC sales increased by
6.8%, pharmaceutical sales gained 10.3% and front-store sales picked up 2.3%
year-over-year.

UNITED STATES. Revenues from U.S. operations were $2.429 billion, down $263.8
million or 9.8% from last year. The drop in exchange rate between the two years
had a negative impact of $332.8 million on total revenues. Expressed in U.S.
dollars, operating revenues grew $45.2 million or 2.6% to $1.809 billion. It is
to consider that fiscal 2003 included an extra week in terms of operations.
Finally, on a same-store and comparable week basis, total sales increased by
4.3%, pharmaceutical sales gained 5.3% and front-store sales picked up 2.1%
year-over-year.



       THE JEAN COUTU GROUP (PJC) INC.  MANAGEMENT'S DISCUSSION AND ANALYSIS  25

GROSS PROFIT
Gross profit was $696.6 million, a decrease of $38.6 million or 5.3% from 2003.

CANADA. Gross profit from Canadian operations jumped $23.4 million or 34.2% over
last year to $91.7 million. This strong gain owes to the same factors that
influenced revenue growth, i.e., the 2003 labour dispute and network expansion.
Gross margin improved from 5.9% to 6.3%.

UNITED STATES. Gross profit from U.S. operations stood at $604.9 million, down
$62.0 million or 9.3% from 2003, reflecting a depreciation of the greenback that
amounted to $82.6 million. Gross profit calculated over the same number of weeks
and in U.S. dollars rose 5.0% year-over-year while gross margin remained the
same compared with last year (25.0% in 2004 and 24.9% in 2003).

GENERAL AND OPERATING EXPENSES
General and operating expenses ended the year at $586.7 million, down $41.6
million or 6.6% from the same period in 2003. This decrease is essentially
attributable to the U.S. operations, because of the lower exchange rates and the
additional week in fiscal 2003. General and operating expenses improved on the
Canadian side, representing 7.4% of revenues versus 8.3% last year and remained
stable in the U.S. (19.1% in 2004 and 19.2% in 2003).

EBITDA
EBITDA advanced 5.5% over 2003 to $334.2 million. The green-back's depreciation
had a negative impact of $20.8 million on EBITDA. As a percentage of revenues,
EBITDA improved, ending the year at 8.2%, compared with 7.8% in 2003, due to
streamlining and innovation efforts. Information technology, an aspect on which
the Company places great importance, also helped improve the efficiency of both
administrative services and distribution centres. The increase in EBITDA and
EBITDA margin for the year ended May 31, 2004 is attributable to both Canadian
and U.S. operations.

AMORTIZATION
Amortization was $51.6 million, down $3.0 million or 5.5% from 2003. This
decrease stems from the drop in the exchange rate between the two years, which
trimmed amortization by $5.8 million after conversion of U.S. operating results
into Canadian dollars for inclusion in our consolidated financial statements.

FINANCIAL EXPENSES
Financial expenses were $20.0 million during the year, a reduction of $7.2
million or 26.4% over the year-earlier period. Two factors explain this
improvement. First, with regards to our U.S. debt load, the effect of the
greenback's depreciation represented $2.7 million for the year. Second, on the
Canadian side, we used our line of credit to a lesser extent than last year.

INCOME TAXES
Income taxes increased $11.3 million or 16.0% over 2003 to $81.5 million. Our
effective tax rate rose from 30.5% last year to 31.6%.

COMPARISON OF THE YEARS ENDED MAY 31, 2003 AND MAY 31, 2002
REVENUES
Total revenues advanced $570.7 million or 16.4% from $3.477 billion in 2002 to
$4.048 billion in 2003.

CANADA. Revenues from Canadian operations stood at $1.355 billion, down $67.1
million or 4.7%, reflecting the 58-day labour dispute in our distribution centre
during 2003. Notwithstanding the impact of the labour dispute, revenues reflect
an increase in the number of PJC franchised outlets in 2003 as well as a general
improvement in PJC sales. During the year, 9 franchised outlets joined the
network and 22 outlets renovated, expanded or moved. In 2003, on a same-store
basis, total PJC network sales advanced 4.6%, pharmaceutical sales gained 8.6%
and front-store sales picked up 0.4% over 2002.

UNITED STATES. Revenues from U.S. operations jumped 31.0% or $637.9 million in
2002 to $2.692 billion in 2003, fuelled mainly by the acquisition of 80 OSCO
stores in January 2002. Part of this growth is also explained by the fact that
fiscal 2003 had 53 weeks. On a same-store and comparable week basis, total sales
calculated in U.S. dollars rose 6.3%, front-store sales advanced 2.1% and
pharmaceutical sales climbed 8.3%, driven by higher prescription volume and an
increase in drug prices due to inflation in the first and second quarters of the
year ended May 31, 2003.



26  MANAGEMENT'S DISCUSSION AND ANALYSIS  THE JEAN COUTU GROUP (PJC) INC.

GROSS PROFIT
Gross profit jumped 27.9% to $735.2 million over 2002.

CANADA. Gross profit from Canadian operations shrank $3.6 million or 5.0% from
2002 to $68.3 million as a result of the 58-day labour dispute at the Canadian
distribution centre in 2003. Gross margin remained stable (5.9% in 2003 and 5.8%
in 2002).

UNITED STATES. Gross profit from U.S. operations soared $163.8 million or 32.6%
from 2002 to $666.9 million in 2003 as a result of the acquisition of 80 OSCO
stores in January 2002 and by the fact that the year ended May 31, 2003 was a
53-week period. Gross margin rose to 24.9% from 24.6% in 2002.

GENERAL AND OPERATING EXPENSES
General and operating expenses grew $127.2 million or 25.4% over 2002 to $628.3
million a year later. This significant increase stems primarily from integration
expenses related to the OSCO acquisition. Expressed as a percentage of revenues,
Canadian general and operating expenses rose from 7.4% in 2002 to 8.3% in 2003
as a result of the labour dispute. The U.S. ratio remained unchanged (19.2% in
2003 and 19.3% in 2002).

EBITDA
EBITDA climbed 17.6% from 2002 to $316.8 million. As a percentage of revenues,
EBITDA was 7.8%, virtually unchanged from the 7.7% recorded in 2002.

AMORTIZATION
Amortization jumped $12.0 million or 28.1% from 2002 to $54.6 million, chiefly
due to our U.S. operations, which recorded a $10.0 million increase in
amortization following the acquisition of 80 OSCO outlets in January 2002.

FINANCIAL EXPENSES
Financial expenses were $27.2 million, up $10.1 million or 59.4% as a result of
bank loans used to finance the acquisition of 80 OSCO outlets in January 2002.

INCOME TAXES
Income taxes were $70.3 million, $1.6 million or 2.4% higher than in 2002. Our
effective tax rate declined from 33.5% in 2002 to 30.5%.

FOURTH QUARTER
For the three-month period ended May 31, 2004, the revenues of the Jean Coutu
Group's Canadian operations amounted to $439.6 million, a 14.3% increase over
the $384.6 million recorded in the corresponding year-ago period. U.S.
operations generated revenues of US$456.3 million compared to US$438.1 million
last year, an increase of 4.1%.

The Company's net income rose 11.0% over the same period last year to $43.0
million ($0.19 per share).

EBITDA amounted to $82.9 million against $75.7 million in the year-earlier
quarter.

The Jean Coutu Group's Canadian franchise network recorded retail sales of
$669.4 million, compared to $626.9 million for the same period last year. The
U.S. corporate outlets network posted retail sales of US$457.4 million, against
US$436.6 million in last year's fourth quarter.



       THE JEAN COUTU GROUP (PJC) INC.  MANAGEMENT'S DISCUSSION AND ANALYSIS  27

UNAUDITED QUARTERLY FINANCIAL DATA
The following consolidated financial data was drawn from the unaudited interim
consolidated financial statements for the last eight quarters.



                                                              YEAR       MAY 31,      FEBRUARY 29,    NOVEMBER 30,      AUGUST 31,
                                                              2004          2004           2004(2)         2003(2)         2003(2)
- ----------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS EXCEPT AMOUNTS PER SHARE)               $             $                 $               $               $
                                                                                                            
REVENUES(1)
Franchising                                              1,600,204         421,517         403,161         409,462         366,064
Real estate                                                 67,358          18,049          17,131          15,677          16,501
Retail sales                                             2,428,576         615,167         616,363         588,441         608,605
- ----------------------------------------------------------------------------------------------------------------------------------
                                                         4,096,138       1,054,733       1,036,655       1,013,580         991,170
- ----------------------------------------------------------------------------------------------------------------------------------

EXPENSES
Cost of goods sold                                       3,179,347         820,940         801,858         792,413         764,136
General and operating expenses                             586,718         151,681         147,677         141,112         146,248
Amortization                                                51,560          13,985          12,638          12,437          12,500
- ----------------------------------------------------------------------------------------------------------------------------------
                                                         3,817,625         986,606         962,173         945,962         922,884
- ----------------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME                                           278,513          68,127          74,482          67,618          68,286
- ----------------------------------------------------------------------------------------------------------------------------------

Interest on long-term debt                                  16,394           3,900           3,952           4,171           4,371
Other interest                                               3,647             678           1,128             567           1,274
- ----------------------------------------------------------------------------------------------------------------------------------
                                                            20,041           4,578           5,080           4,738           5,645
- ----------------------------------------------------------------------------------------------------------------------------------

INCOME BEFORE INCOME TAXES                                 258,472          63,549          69,402          62,880          62,641
INCOME TAXES                                                81,549          20,586          21,775          19,487          19,701
- ----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                 176,923          42,963         47, 627          43,393          42,940
- ----------------------------------------------------------------------------------------------------------------------------------

EARNINGS PER SHARE
  Basic                                                       0.78            0.19            0.21            0.19            0.19
  Diluted                                                     0.78            0.19            0.21            0.19            0.19
- ----------------------------------------------------------------------------------------------------------------------------------


(1) Revenues comprise sales and other revenues.
(2) Restated.



28  MANAGEMENT'S DISCUSSION AND ANALYSIS  THE JEAN COUTU GROUP (PJC) INC.

UNAUDITED QUARTERLY FINANCIAL DATA
(continued)



                                                              Year         May 31,    February 28,    November 30,      August 31,
                                                           2003(2)         2003(2)         2003(2)         2002(2)      2002(2)(3)
- ----------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS EXCEPT AMOUNTS PER SHARE)               $               $               $               $               $
                                                                                                          
REVENUES(1)
Franchising                                              1,292,824         367,483         228,726         351,381         345,234
Real estate                                                 62,339          17,073          15,675          14,640          14,951
Retail                                                   2,692,400         631,912         693,343         666,543         700,602
- ----------------------------------------------------------------------------------------------------------------------------------
                                                         4,047,563       1,016,468         937,744       1,032,564       1,060,787
- ----------------------------------------------------------------------------------------------------------------------------------

EXPENSES
Cost of goods sold                                       3,107,062         787,714         702,912         795,604         820,832
General and operating expenses                             628,335         154,288         154,658         157,414         161,975
Amortization                                                54,550          12,734          13,805          13,924          14,087
- ----------------------------------------------------------------------------------------------------------------------------------
                                                         3,789,947         954,736         871,375         966,942         966,894
- ----------------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME                                           257,616          61,732          66,369          65,622          63,893
- ----------------------------------------------------------------------------------------------------------------------------------

Interest on long-term debt                                  22,008           4,877           5,385           5,615           6,131
Other interest                                               5,223           1,306           1,499           1,167           1,251
- ----------------------------------------------------------------------------------------------------------------------------------
                                                            27,231           6,183           6,884           6,782           7,382
- ----------------------------------------------------------------------------------------------------------------------------------

INCOME BEFORE INCOME TAXES                                 230,385          55,549          59,485          58,840          56,511
INCOME TAXES                                                70,293          16,818          17,938          17,795          17,742
- ----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                 160,092          38,731          41,547          41,045          38,769
- ----------------------------------------------------------------------------------------------------------------------------------

EARNINGS PER SHARE
  Basic                                                       0.71            0.17            0.18            0.18            0.17
  Diluted                                                     0.70            0.17            0.18            0.18            0.17
- ----------------------------------------------------------------------------------------------------------------------------------


(1) Revenues comprise sales and other revenues.
(2) Restated.
(3) 14-week quarter for the U.S. operations.

CASH POSITION AND FINANCING SOURCES
The Company's cash flows are generated by: i) the sale of prescription drugs and
other products by our corporate-owned outlets, ii) merchandise sales and rent
from properties leased to our PJC franchisees, iii) the collection of royalties
from PJC franchisees, and iv) rent from properties leased to tenants other than
PJC franchisees. These cash flows are mainly used: i) to purchase products for
resale, ii) to finance operating expenses, iii) for debt service, iv) to acquire
real estate and v) to finance capital expenditures incurred to renovate and open
outlets and replace equipment. We have typically financed capital expenditures,
working capital requirements and other acquisitions through cash flow from
operating activities and an operating line of credit. Our larger acquisitions
have been financed through long-term loans and directly or indirectly, through
proceeds from share issuance.

CASH FLOW FROM OPERATING ACTIVITIES
Operating cash flow was $245.5 million for the year ended May 31, 2004, compared
with $213.6 million in fiscal 2003. This increase results from changes in
working capital.

CASH FLOW FROM INVESTING ACTIVITIES
Cash flow from investing activities stood at $117.3 million for the year ended
May 31, 2004, compared with $154.2 million in fiscal 2003. Both Canadian and
U.S. operations invested similar amounts in their respective activities during
the year. Canadian investments in capital assets amounted to $41.7 million,



       THE JEAN COUTU GROUP (PJC) INC.  MANAGEMENT'S DISCUSSION AND ANALYSIS  29

compared with $58.5 million for the same period in 2003. These investments are
mainly related to real estate activities. The U.S. operations invested $57.9
million in capital assets during the year--mostly for improvements to our Brooks
outlets--versus $85.0 million a year earlier.

CASH FLOW FROM FINANCING ACTIVITIES
During the year ended May 31, 2004, we used cash flows totalling $97.1 million,
of which $72.5 million was used to repay the debt and $27.2 million for
dividends.

CAPITAL STOCK
On February 27, 2004, 3,750,000 Class B shares were exchanged for an equivalent
number of Class A subordinate voting shares. In addition, 353,960 new Class A
subordinate voting shares were issued due to the exercise of stock options.

These transactions bring the total number of Class A subordinate voting shares
to 106,673,510 and the number of Class B shares to 120,250,000 as at May 31,
2004.

In July 2004, 33,350,000 Class A subordinate voting shares were issued in a
public offering.

CONTRACTUAL AND COMMERCIAL COMMITMENTS
The following table presents a summary of our principal contractual obligations
for the next five years.



                                        2005          2006          2007          2008          2009    thereafter         Total
- --------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)                  $             $             $             $             $             $             $
                                                                                                  
Long-term debt                        30,167        66,710        84,402       104,804        78,907     3,119,970     3,484,960
Capital lease obligations                670           488           304           169             -             -         1,631
Operating lease obligations           60,905        53,369        46,934        39,459        32,295       153,722       386,684
Inventories and capital
 assets commitments                   67,828             -             -             -             -             -        67,828
- --------------------------------------------------------------------------------------------------------------------------------
Total                                159,570       120,567       131,640       144,432       111,202     3,273,692     3,941,103
- --------------------------------------------------------------------------------------------------------------------------------


LONG-TERM DEBT
The term loan, the balance of which was CAN$252,229,000 or US$185,000,000 as at
May 31, 2004, was refinanced and integrated into the Eckerd financing on July
31, 2004. The information above reflects the refinancing described in Note 25 to
the financial statements of this Annual Report.

CAPITAL LEASE OBLIGATIONS
We use few capital leases as a means of financing. Obligations in connection
with these contracts and related assets are included in our consolidated balance
sheet.

OPERATING LEASE OBLIGATIONS
We lease a significant portion of our properties through conventional operating
leases. In Canada and the U.S., property leases typically have an initial term
of 10 years and 10-20years respectively. A renewal option is offered in both
cases.

Operating leases until 2022 amounted to $386,684,000 and are mostly in
connection with properties that are leased in our Canadian and U.S. operations.
In Canada, we also signed lease and sublease agreements under which we will
receive minimum payments totalling $310,886,000 until 2022 which are not
included in the table above.



30  MANAGEMENT'S DISCUSSION AND ANALYSIS  THE JEAN COUTU GROUP (PJC) INC.

GUARANTEES AND BUYBACK AGREEMENTS
The Company has guaranteed reimbursement of certain bank loans contracted by
franchisees to a maximum amount of $11,991,000 ($17,626,000 in 2003). The
Company is also committed to financial institutions to purchase the equipment
and inventories of some of its franchisees. As of May 31, 2004, the maximum
value of the equipment and inventories buyback agreements was approximately
$28,695,000 and $74,127,000 respectively ($29,858,000 and $66,374,000 in 2003).

SWAP CONTRACT
We also entered into a swap contract at a fixed interest rate of 4.34% maturing
in January 2005 as a hedge against interest rate fluctuations on our term loan,
which amounted to CAN$252,229,000 or US$185,000,000 as at May 31, 2004.

RELATED PARTY TRANSACTIONS
Our operations include transactions with two shareholders with significant
influence on the Company. Jean Coutu, founder and Chairman of the Board, owned a
PJC franchise as at May 31, 2004 and 2003. Francois Jean Coutu, the Company's
President and CEO, owned four PJC franchises as at May 31, 2003 and one as at
May 31, 2004.

The transactions between the Jean Coutu Group and these two shareholders are
executed in the normal course of business. Details of these transactions are
provided in Note 21 of the financial statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
ESTIMATES
This management's discussion and analysis of financial position and operating
results is based on our consolidated financial statements, which have been
prepared in accordance with Canadian GAAP. The preparation of these consolidated
financial statements and related notes requires us to make estimates and
assumptions that affect the reported amounts. These estimates are based on our
historical experience and various other assumptions that we believed to be
reasonable under the circumstances, the results of which form the basis for
making judgements about the carrying values of assets and liabilities that are
not readily apparent from other sources. The use of different estimates could
have resulted in different amounts than those presented. Actual results could
differ from these estimates.

INVENTORY
Our inventory consists primarily of products acquired for resale, including
prescription drugs and over-the-counter medications, as well as household,
cosmetic and photography products. Inventory is valued at the lower of cost and
net realizable value, the cost being determined using the first in, first out
method and selling price less a normal gross profit method. Determining gross
profit margins requires that management make judgments and estimates that could
affect inventory valuation at the end of the year and operating results.

INTANGIBLE ASSETS
Intangible assets with finite life are recorded at cost and are made up of
customer prescription files, non-compete agreements and leasehold interests.
Prescription files are generally amortized over a period of five years,
non-compete agreements over the service lives of the agreements and leasehold
interests over the residual term of the leases. The use of different assumptions
with regards to the duration of useful life could give rise to different book
values for the intangible assets.

GOODWILL
Goodwill represents the excess of the acquisition cost of companies over the
fair value of the identifiable net assets acquired. Goodwill is tested for
impairment annually or more frequently when changes in circumstances indicate a
potential impairment. An impairment test may be necessary if a return is clearly
insufficient in relation to historical or projected operating results, material
changes in the use of acquired assets or in the Company's broad strategy, and
significant negative economic or segmented trends. For the purpose of our
analysis on impairment, we use estimates and assumptions to establish the fair
value of our reporting units. If these assumptions are incorrect, the carrying
value of the goodwill may have been overestimated.



       THE JEAN COUTU GROUP (PJC) INC.  MANAGEMENT'S DISCUSSION AND ANALYSIS  31

INCENTIVES PAID TO FRANCHISEES
Incentives paid to franchisees are deferred charges recorded at cost and
amortized over a 10-year period. The use of various assumptions with regards to
useful life could give rise to different book value for incentives paid to
franchisees that are included in other long-term assets.

IMPAIRMENT OF LONG-LIVED ASSETS
We determine the book value of our long-lived assets on an ongoing basis. To
determine the possibility of impairment, we examine the estimated undiscounted
cash flows expected to be generated by these assets as well as other indicators.
Any permanent impairment in the carrying value of the assets is charged against
earnings in the period the impairment is determined.

DEFINED BENEFIT PENSION PLANS
The cost of pensions and other retirement benefits earned by employees is
actuarially determined using the projected benefit method prorated on service
and management's best estimate of expected plan investment performance, salary
escalation and retirement age of employees. The use of different assumptions
could result in different book values.

CHANGE IN ACCOUNTING POLICIES
INCENTIVES PAID TO FRANCHISEES
In the last quarter of the fiscal year ended May 31, 2004, we changed our method
of accounting for banner development costs. These costs were previously
considered intangible assets with an indefinite life and were therefore not
subject to depreciation. Banner development costs are now considered as deferred
costs representing incentives paid to franchisees and are amortized over a
10-year period. They are applied against royalties included in other revenues.
Due to this change in accounting method, our audited consolidated financial
statements for the years ended May 31, 2003 and 2002 and our unaudited interim
financial statements for the third quarter of the years ended May 31, 2004 and
2003 were restated to reflect this change. We have filed our restated
consolidated financial statements for the periods mentioned above with the
Canadian Securities Administrators on SEDAR. The financial information in our
Annual Information Form dated October 17, 2003 and management analysis for the
fiscal year ended May 31, 2003 concerning the above-mentioned periods was also
adjusted. Modified versions of these documents were filed with the securities
regulatory authorities and integrated by reference into the short form
prospectus of July 8, 2004.

STOCK-BASED COMPENSATION
On June 1, 2003, we prospectively adopted the new recommendations of the
Canadian Institute of Chartered Accountants (CICA) Handbook Section 3870. Under
this standard, all stock awards are accounted for using the fair value method of
accounting. According to that method, awards of stock options are measured on
grant date using the fair value method and expensed and credited to contributed
surplus over the vesting period. This credit is reclassified as capital stock
when the options are exercised. The effect of these recommendations has been a
decrease in net income and an increase in contributed surplus of $251,000 for
the year ended May 31, 2004.

IMPAIRMENT OF LONG-LIVED ASSETS
On June 1, 2003, we adopted the new recommendations of CICA Handbook Section
3063. Under this standard, when the carrying amount of a long-lived asset
exceeds the sum of the expected undiscounted cash flows, an impairment loss is
recognized. The implementation of this recommendation has had no impact on our
results.

RECENT PRONOUNCEMENTS
In July 2003, the CICA released Handbook Section 1100 entitled "Generally
Accepted Accounting Principles." This section establishes standards for
financial reporting in accordance with Canadian GAAP and provides guidance on
sources to consult when selecting accounting policies and appropriate disclosure
when a matter is not dealt with explicitly in the primary sources of Canadian
GAAP. This new standard will be applied prospectively as of June 1, 2004. The
standard will require the Company to record depreciation on its real estate
segment buildings on a straight-line basis instead of on a compound interest
basis. Due to the prospective nature of this change, there is no impact on the
Company's consolidated financial statements as of the implementation date.



32  MANAGEMENT'S DISCUSSION AND ANALYSIS  THE JEAN COUTU GROUP (PJC) INC.

In June 2003, the CICA issued Accounting Guideline 15 entitled "Consolidation of
Variable Interest Entities"(AcG-15). AcG-15 addresses the consolidation of
variable interest entities (VIE) to which current consolidation conditions do
not apply since the VIE have no voting interests or are otherwise not subject to
control on the basis of ownership of voting interests. Existing non-consolidated
VIE must be consolidated by their primary beneficiary. The rules of AcG-15 are
complex and their interpretation continues to change. AcG-15 will be effective
for annual and interim periods beginning on or after November 1, 2004. We have
not yet assessed the impact, if any, of the application of AcG-15 on our
financial statements.

In January 2004, the CICA Emerging Issues Committee issued Abstract 144
(EIC-144) "Accounting by a Customer (Including a Reseller) for Certain
Consideration Received from a Vendor". EIC-144 provides details regarding the
accounting methods of certain considerations received from a vendor. EIC-144
must be applied retroactively to all financial statements for annual and interim
periods ending after August 15, 2004. EIC-144 stipulates that cash consideration
received by a customer from a vendor is presumed to represent a reduction of the
price of the vendor's products or services and should, therefore, be accounted
for as a reduction of cost of sales and related inventory when recognized in the
company's income statement and balance sheet. The Company will adopt this new
standard on June 1, 2004.

ECKERD
On April 4, 2004, following the signature of an agreement, TDI Consolidated
Corporation, a wholly-owned subsidiary of J.C. Penney Corporation, Inc., which
operated more than 2,800 outlets under the Eckerd banner, agreed to sell the
chain to the Jean Coutu Group and CVS Corporation.

Under this agreement, closed on July 31, 2004, the Jean Coutu Group acquired
1,549 Eckerd drugstores in 13 states, as follows:

                                               
Connecticut                                           6
Delaware                                             22
Georgia                                             194
Maryland                                             20
New Jersey                                          147
New York                                            365
North Carolina                                      251
Ohio                                                  1
Pennsylvania                                        297
South Carolina                                      109
Tennessee                                            48
West Virginia                                        2
Virginia                                             87
- -------------------------------------------------------
Total                                             1,549
- -------------------------------------------------------



The acquisition was completed at a price of US$2.375 billion plus closing
adjustments estimated at US$112.5 million and transaction costs of approximately
US$35.0 million.

The preliminary allocation of the purchase price indicated below was determined
based on available information and preliminary evaluations and is subject to
change as new data becomes available and integration and restructuring
strategies are implemented.



                                       MILLIONS OF US $
- -------------------------------------------------------
                                                      $
                                             
Net assets acquired
  Non-cash working capital items                  686.7
  Capital assets                                  860.7
  Intangible assets                               775.4
  Goodwill                                        594.0
  Future income tax liabilities                  (250.0)
  Other liabilities                              (148.4)
- -------------------------------------------------------
Net non-cash assets acquired                    2,518.4
Cash and cash equivalents                           4.1
- -------------------------------------------------------
Net assets acquired                             2,522.5
- -------------------------------------------------------
Cash consideration                              2,522.5
- -------------------------------------------------------




       THE JEAN COUTU GROUP (PJC) INC.  MANAGEMENT'S DISCUSSION AND ANALYSIS  33

The purchase price, together with the repayment of existing debts totalling
US$195.0 million at the date of acquisition, has been financed through:

- -  Debt financing consisting of committed first rank credit facilities of $1.7
   billion broken down as follows:
   -  a five-year revolving variable-rate facility of US$350.0 million;
   -  a five-year variable-rate loan facility of US$250.0 million; and
   -  a seven-year variable-rate loan facility of US$1.1 billion.

- -  A US$1.2 billion note offering consisting of:
   -  US$350.0 million of unsecured senior notes bearing interest at 7.625% and
      maturing on August 1, 2012, and
   -  US$850.0 million of unsecured senior subordinated notes bearing interest
      at 8.5% and maturing on August 1, 2014.
- -  The issue of 33,350,000 new Class A subordinate voting shares for gross
   proceeds of CAN$582.0 million.

The following table presents highlights of Eckerd's operating data for the years
ended January 31, 2004, January 25, 2003 and January 26, 2002. Since the
acquisition was only completed on July 31, 2004, the data is not included in the
Company's consolidated financial statements as at May 31, 2004.



                                                              January 31,   January 25,   January 26,
                                                                     2004          2003         2002
- -----------------------------------------------------------------------------------------------------
(IN THOUSANDS OF U.S. DOLLARS)                                          $             $             $
                                                                                   
OPERATING RESULTS:
Revenues, net                                                   7,894,320     7,598,305     7,090,897
Gross profit                                                    1,856,503     1,796,934     1,643,618
Selling, general and administrative expenses                    1,663,220     1,578,574     1,516,830

- -----------------------------------------------------------------------------------------------------
                                                                        %             %             %

OTHER DATA (UNAUDITED):
Sales percentage increase (decrease)
  Total sales                                                         3.9           7.2           7.2
  Same-store basis(1)                                                 1.0           6.5           9.4
  Front-end                                                          (6.2)          1.2           0.9
  Pharmaceutical                                                      4.4           9.1          14.1

Amounts as a percentage of sales:
  Gross profit                                                       23.5          23.6          23.2
  Selling, general and administrative expenses                       21.1          20.8          21.4
- -----------------------------------------------------------------------------------------------------


(1)  Growth on a same-store basis for the year ended January 31, 2004 is
     calculated on a 52-week basis.



34  MANAGEMENT'S DISCUSSION AND ANALYSIS  THE JEAN COUTU GROUP (PJC) INC.

As a result of the Eckerd acquisition, our network has now expanded to 2,204
outlets, including 1,885 corporate-owned outlets operating under the Brooks and
Eckerd banners in 18 states in eastern United States and 319 franchised outlets
under the PJC banner, including PJC Jean Coutu and PJC Clinique, located in
three Canadian provinces. Management is of the opinion that the Eckerd
acquisition will add a solid, well-known banner to our portfolio, expand our
outlet network and significantly increase our geographic diversification.

Moreover, as a result of this acquisition, the Jean Coutu Group's and Eckerd's
financial results will be presented on a consolidated basis in U.S. dollars and
prepared according toCanadian GAAP.

RISKS AND UNCERTAINTIES
ECKERD ACQUISITION
The Eckerd purchase, completed after the year end, is the Jean Coutu Group's
largest acquisition to date. Integrating Eckerd's activities into our U.S.
operations entails certain risks. While we firmly believe we have the resources
to make this acquisition a success, we could run into difficulties that will
prevent us from integrating these activities as effectively as we have done with
other acquisitions, such as problems implementing systems or improving outlet
performance.

PRESCRIPTION DRUG PLAN
A significant part of our revenues and profits are derived from the sale of
prescription drugs. Because we receive payment for these medications from
governments and insurance companies, our margin could be affected by any changes
to the drug plans for example, a reduction in reimbursements. We are therefore
deploying all the resources necessary to ensure the governments are aware of the
issues at play in the pharmaceutical field.

NUMBER OF PHARMACISTS
We believe that our success relies in part on our ability to continue attracting
and retaining competent pharmacists. Over the years, a serious shortage of
pharmacists has developed due to competition in this field and from other
sectors, thereby creating an ongoing upward pressure on compensation.
Difficulties recruiting and retaining a sufficient number of pharmacists could
have an impact on our ability to offer extended business hours. In the last few
years, we have set up various incentive programs to recruit new pharmacists. We
believe the quality of our franchise system and U.S. network gives us a
competitive edge in this regard.

CONVERSION OF PRESCRIPTION DRUGS
The conversion of prescription drugs to over-the-counter medication often
creates a source of confusion for the customer that could result in a decrease
in our retail sales and those of our franchisees. By prioritizing employee
training, we can give our customers proper information and help them choose the
best product for their needs.

COMPETITION
We face competition from all sides: local, regional and national companies,
other pharmacy chains and banners, independent pharmacies, supermarkets, big-box
stores and discount outlets. We are also contending with more competition from
online and mail-order pharmacies, which could exert pressure on sales volume and
prices. This increased competition could lead to greater pressure on prices in
general, a situation that would force us to increase sales volume and sell
products and services at a lower price in order to remain competitive. However,
given the ongoing improvement of our outlets, our effective loyalty and
marketing programs and quality customer service, we believe we have what it
takes to compete.

ADVERTISING, MARKETING AND PROMOTIONAL PROGRAMS
Our success rests on our ability to create effective advertising, marketing and
promotional programs (including pricing strategies and price reduction programs
implemented in response to competitive pressures and/or to stimulate demand).
The pricing strategy and products proposed must satisfy our target customers and
in-store inventory must be optimized based on sales trends. We believe that our
35 years of experience combined with the competence of our employees is an asset
that will help us keep developing effective promotions.



       THE JEAN COUTU GROUP (PJC) INC.  MANAGEMENT'S DISCUSSION AND ANALYSIS  35

VARIABLE RATE DEBT
Some of our loans, including our senior secured credit facilities, are subject
to variable interest rates, thus exposing us to interest rate risk. Should
interest rates rise, our variable-rate debt service obligations would increase
even if the amount borrowed remained the same.

CURRENCY FLUCTUATION
Our revenues are realized in U.S. and Canadian dollars whereas payments on notes
and a good portion of the loans made as part of our senior secured credit
facilities are issued in U.S. currency. Fluctuations in the Canadian and U.S.
exchange rates could therefore expose us to currency risks.

SEASONAL NATURE OF OUR BUSINESS
The weather has an effect on the general population's health and by extension on
our retail sales and those of our franchisees. For example, in winter, we sell
more cold and flu medicine, while in the summer, allergy and sun protection
products are in greater demand. Corporate and franchisee sales are also affected
by holidays such as Christmas, Easter, Thanksgiving, St. Valetine's Day,
Mother's Day and Father's Day. Of course, we ring in the most sales at
Christmas.

OUTLOOK
Integrating our Eckerd outlets is our priority for fiscal 2004-2005, and steps
to streamline their operations will be taken as soon as possible.

With regards to the Brooks and PJC networks, we will continue to deploy all the
efforts required to ensure their growth. As in the past, a number of outlets
will undergo major renovations or be relocated. Some projects are already in
development and will be executed in the coming months. We plan to open between
12 and 15 outlets next year.

Our customers remain our first priority, and we are well placed to fulfill their
needs thanks to well located and laid out outlets, a broad selection of
competitively priced merchandise, well-trained employees, and cutting-edge
information technology.


August 13, 2004



36  CONSOLIDATED FINANCIAL STATEMENTS  THE JEAN COUTU GROUP (PJC) INC.

MANAGEMENT'S REPORT WITH RESPECT TO THE FINANCIAL STATEMENTS

The consolidated financial statements of The Jean Coutu Group (PJC) Inc.
contained in this report, including the notes thereto, were prepared by
management in accordance with Canadian generally accepted accounting principles.
In addition, the financial information contained elsewhere in the annual report
is consistent with the financial statements.

The Board of Directors is responsible for the financial statements included in
this annual report. The Audit Committee reviews the contents of the financial
statements prior to their approval by the Board of Directors. The external
auditors discuss their audit work with the Committee.

The Company's external auditors, Samson Belair/Deloitte & Touche, s.e.n.c.r.l.,
are responsible for auditing the financial statements and providing an opinion
thereon. Their report is presented below.


/s/ Francois J. Coutu                       /s/ Andre Belzile
FRANCOIS J. COUTU                           ANDRE BELZILE
PRESIDENT AND CHIEF EXECUTIVE OFFICER       SENIOR VICE-PRESIDENT FINANCE
THE JEAN COUTU GROUP (PJC) INC.             AND CORPORATE AFFAIRS

AUDITOR'S REPORT

To the Shareholders of
The Jean Coutu Group (PJC) Inc.

We have audited the consolidated balance sheets of The Jean Coutu Group (PJC)
Inc. as at May 31, 2004 and 2003 and the consolidated statements of income,
retained earnings and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at May 31, 2004 and
2003 and the results of its operations and its cash flows for the years then
ended in accordance with Canadian generally accepted accounting principles.


/s/ Samson Belair/Deloitte & Touche, S.e.n.c.r.l.
SAMSON BELAIR/DELOITTE & TOUCHE, S.E.N.C.R.L.
CHARTERED ACCOUNTANTS

AUGUST 13, 2004
MONTREAL, CANADA



          THE JEAN COUTU GROUP (PJC) INC.  CONSOLIDATED FINANCIAL STATEMENTS  37

CONSOLIDATED STATEMENTS OF INCOME



For the years ended May 31                                                2004           2003
- ---------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS EXCEPT FOR PER SHARE AMOUNTS)                       $              $
                                                                                     RESTATED
                                                                              
SALES                                                                3,875,937      3,842,272
OTHER REVENUES (Note 3)                                                220,201        205,291
- ---------------------------------------------------------------------------------------------
                                                                     4,096,138      4,047,563
- ---------------------------------------------------------------------------------------------

OPERATING EXPENSES
  Cost of goods sold                                                 3,179,347      3,107,062
  General and operating expenses                                       586,718        628,335
  Amortization (Note 4)                                                 51,560         54,550
- ---------------------------------------------------------------------------------------------
                                                                     3,817,625      3,789,947
- ---------------------------------------------------------------------------------------------

OPERATING INCOME                                                       278,513        257,616
- ---------------------------------------------------------------------------------------------
  Interest on long-term debt                                            16,394         22,008
  Other interest                                                         3,647          5,223
- ---------------------------------------------------------------------------------------------
                                                                       20,041         27,231
- ---------------------------------------------------------------------------------------------

INCOME BEFORE INCOME TAXES                                             258,472        230,385
INCOME TAXES (Note 5)                                                   81,549         70,293
- ---------------------------------------------------------------------------------------------
NET INCOME                                                             176,923        160,092
=============================================================================================

EARNINGS PER SHARE (Note 6)
  Basic                                                                   0.78           0.71
  Diluted                                                                 0.78           0.70
=============================================================================================


The segmented information and the accompanying notes are an integral part of
these consolidated financial statements.

CONSOLIDATED STATEMENTS OF RETAINED EARNINGS



For the years ended May 31                                                2004           2003
- ---------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)                                                    $              $
                                                                                     RESTATED
                                                                                
BALANCE, BEGINNING OF YEAR                                             851,138              -
  As previously reported                                                     -        721,585
  Restatement related to a change in accounting policy (Note 2a)             -         (3,405)
- ---------------------------------------------------------------------------------------------

RESTATED BALANCE                                                             -        718,180
  Net income                                                           176,923        160,092
- ---------------------------------------------------------------------------------------------
                                                                     1,028,061        878,272
  Dividends                                                             27,225         27,134
- ---------------------------------------------------------------------------------------------
BALANCE, END OF YEAR                                                 1,000,836        851,138
=============================================================================================


The segmented information and the accompanying notes are an integral part of
these consolidated financial statements.



38  CONSOLIDATED FINANCIAL STATEMENTS  THE JEAN COUTU GROUP (PJC) INC.

CONSOLIDATED BALANCED SHEETS



As at May 31                                                              2004           2003
- ---------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)                                                    $              $
                                                                                     RESTATED
                                                                              
ASSETS
Current assets
  Cash                                                                  19,834              -
  Accounts receivable                                                  272,341        284,762
  Inventories                                                          536,417        490,755
  Prepaid expenses and other current assets                             30,022         23,743
- ---------------------------------------------------------------------------------------------
                                                                       858,614        799,260
INVESTMENTS (Note 7)                                                    29,107         21,376
CAPITAL ASSETS (Note 8)                                                742,684        687,890
INTANGIBLE ASSETS AND GOODWILL (Note 9)                                156,280        155,133
OTHER LONG-TERM ASSETS (Note 10)                                        48,101         52,973
- ---------------------------------------------------------------------------------------------
                                                                     1,834,786      1,716,632
=============================================================================================

LIABILITIES
Current liabilities
  Bank overdraft and bank loans (Note 11)                               20,451         76,617
  Accounts payable and accrued liabilities                             315,659        317,659
  Income taxes payable                                                  57,403          2,327
  Current portion of long-term debt (Note 12)                           30,773         28,630
- ---------------------------------------------------------------------------------------------
                                                                       424,286        425,233
LONG-TERM DEBT (Note 12)                                               231,261        262,981
OTHER LONG-TERM LIABILITIES (Note 13)                                   13,407         15,484
- ---------------------------------------------------------------------------------------------
                                                                       668,954        703,698
- ---------------------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
  Capital stock (Note 14)                                              212,315        209,678
  Contributed surplus                                                      251              -
  Retained earnings                                                  1,000,836        851,138
  Foreign currency translation adjustments (Note 16)                   (47,570)       (47,882)
- ---------------------------------------------------------------------------------------------
                                                                     1,165,832      1,012,934
- ---------------------------------------------------------------------------------------------
                                                                     1,834,786      1,716,632
=============================================================================================


GUARANTEES, CONTINGENCIES AND COMMITMENTS (Notes 17 and 18)

The segmented information and the accompanying notes are an integral part of
these consolidated financial statements.


Approved by the Board


/s/ Francois J. Coutu                  /s/ Denis Desautels
FRANCOIS J. COUTU                      DENIS DESAUTELS
DIRECTOR                               DIRECTOR



          THE JEAN COUTU GROUP (PJC) INC.  CONSOLIDATED FINANCIAL STATEMENTS  39

CONSOLIDATED STATEMENTS OF CASH FLOWS



For the years ended May 31                                                2004           2003
- ---------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)                                                    $              $
                                                                                     RESTATED
                                                                               
OPERATING ACTIVITIES
  Net income                                                           176,923        160,092
  Items not affecting cash
    Amortization (Note 4)                                               51,560         54,550
    Amortization of incentives paid to franchisees                       4,093          4,610
    Amortization of deferred financing fees                              1,559          1,743
    Loss on disposal of assets                                             116            924
    Future income taxes                                                (18,734)        25,977
    Stock-based compensation (Note 15)                                     251              -
    Share in income of companies subject to significant influence         (124)          (193)
- ---------------------------------------------------------------------------------------------
                                                                       215,644        247,703
  Net changes in non-cash of asset and liability items                  29,812        (34,108)
- ---------------------------------------------------------------------------------------------
                                                                       245,456        213,595
- ---------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Business acquisitions (Note 20)                                       (5,425)         1,555
  Investments                                                           (1,386)        (5,937)
  Purchase of capital assets                                           (99,526)      (143,579)
  Proceeds from the disposal of capital assets                           2,220          3,651
  Intangible assets and goodwill                                        (5,688)        (3,283)
  Other long-term assets                                                (7,481)        (6,585)
- ---------------------------------------------------------------------------------------------
                                                                      (117,286)      (154,178)
- ---------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Changes in bank loans                                                (44,080)        26,723
  Repayment of long-term debt                                          (28,450)       (33,275)
  Issuance of capital stock                                              2,637          5,915
  Dividends                                                            (27,225)       (27,134)
- ---------------------------------------------------------------------------------------------
                                                                       (97,118)       (27,771)
- ---------------------------------------------------------------------------------------------

FOREIGN CURRENCY TRANSLATION ADJUSTMENTS                                   127        (42,471)
- ---------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        31,179        (10,825)
BANK OVERDRAFT, BEGINNING OF YEAR                                      (11,345)          (520)
- ---------------------------------------------------------------------------------------------
CASH (BANK OVERDRAFT), END OF YEAR                                      19,834        (11,345)
=============================================================================================


See complementary cash flow information in Note 23.

The segmented information and the accompanying notes are an integral part of
these consolidated financial statements.



40  CONSOLIDATED FINANCIAL STATEMENTS  THE JEAN COUTU GROUP (PJC) INC.

CONSOLIDATED SEGMENTED INFORMATION

The Company has three reportable segments: franchising, real estate, and retail
sales. Within the segment of franchising, the Company carries on the franchising
activity under the "PJC Jean Coutu" banner, operates a distribution centre and
coordinates several other services for the benefit of its franchisees. Since the
quarter ended November 30, 2003, the franchising segment includes the operating
results of its three Pharmasave corporate outlets.

The Company operates retail sales outlets selling pharmaceutical and other
products under the "Brooks" banner.

The Company analyzes the performance of its operating segments based on their
earnings before interest, income taxes and amortization, which is not a measure
of performance under Canadian generally accepted accounting principles (GAAP);
however, management uses this performance measure for assessing the operating
performance of its reportable segments.

Segmented information is summarized as follows:



For the years ended May 31                                                2004           2003
- ---------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)                                                    $              $
                                                                                     RESTATED
                                                                              
REVENUES(1)
  Franchising                                                        1,600,204      1,292,824
  Real estate                                                           67,358         62,339
  Retail sales                                                       2,428,576      2,692,400
- ---------------------------------------------------------------------------------------------
                                                                     4,096,138      4,047,563
=============================================================================================

EARNINGS BEFORE INTEREST, INCOME TAXES AND AMORTIZATION
  Franchising                                                          158,887        133,964
  Real estate                                                           23,983         20,834
  Retail sales                                                         151,296        161,978
- ---------------------------------------------------------------------------------------------
                                                                       334,166        316,776
=============================================================================================
AMORTIZATION
  Franchising                                                           10,001         10,172
  Real estate                                                            3,487          3,177
  Retail sales                                                          42,165         45,811
- ---------------------------------------------------------------------------------------------
                                                                        55,653         59,160
=============================================================================================

OPERATING INCOME
  Franchising                                                          148,886        123,792
  Real estate                                                           20,496         17,657
  Retail sales                                                         109,131        116,167
- ---------------------------------------------------------------------------------------------
                                                                       278,513        257,616
=============================================================================================

ACQUISITION OF CAPITAL ASSETS AND INTANGIBLE ASSETS(2)
  Franchising                                                            6,135          8,311
  Real estate                                                           35,528         51,059
  Retail sales                                                          63,551         88,316
- ---------------------------------------------------------------------------------------------
                                                                       105,214        147,686
=============================================================================================


- ----------
(1) Revenues include sales and other revenues.
(2) Excluding business acquisitions.



           THE JEAN COUTU GROUP (PJC) INC. CONSOLIDATED FINANCIAL STATEMENTS  41



For the years ended May 31                                                2004           2003
- ---------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)                                                    $              $
                                                                                     RESTATED
                                                                              
TOTAL ASSETS
  Franchising                                                          343,737        352,246
  Real estate                                                          292,624        262,709
  Retail sales                                                       1,198,425      1,101,677
- ---------------------------------------------------------------------------------------------
                                                                     1,834,786      1,716,632
=============================================================================================


The Company's revenues, capital assets, intangible assets and goodwill
attributed to Canada and the United States are as follows:



For the years ended May 31                                                2004           2003
- ---------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)                                                    $              $
                                                                                     RESTATED
                                                                              
REVENUES(1)
  Canada                                                             1,667,562      1,355,163
  United States                                                      2,428,576      2,692,400
- ---------------------------------------------------------------------------------------------
                                                                     4,096,138      4,047,563
=============================================================================================

CAPITAL ASSETS, INTANGIBLE ASSETS AND GOODWILL
  Canada                                                               347,986        311,845
  United States                                                        550,978        531,178
- ---------------------------------------------------------------------------------------------
                                                                       898,964        843,023
=============================================================================================


- ----------
(1) Revenues include sales and other revenues.



42  CONSOLIDATED FINANCIAL STATEMENTS THE JEAN COUTU GROUP (PJC) INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

1.  DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

    A) DESCRIPTION OF BUSINESS
    The Company is incorporated under the COMPANIES ACT OF QUEBEC. It has three
    reportable segments. In Canada, the Company operates in two segments. Its
    franchising operations involve coordinating various services for its
    franchised network of 319 outlets as of May 31, 2004 (2003 - 311), and
    operating a distribution centre. Its franchised network retails
    pharmaceutical and parapharmaceutical products. Its real estate activities
    entail managing the properties that house all franchisees' outlets. In the
    New England area of the United States, the Company operates a network
    comprising 336 corporate establishments as of May 31, 2004 (2003 - 332) that
    retail pharmaceutical and parapharmaceutical products. (See Note 25 on
    subsequent events).

    B) FINANCIAL STATEMENT PRESENTATION
    The financial statements are prepared in accordance with Canadian generally
    accepted accounting principles (GAAP). Except as otherwise indicated,
    amounts are expressed in Canadian currency.

    C) CONSOLIDATION
    The consolidated financial statements include the accounts of the Company
    and all its subsidiaries. All intercompany transactions and balances have
    been eliminated on consolidation.

    D) USE OF ESTIMATES
    The preparation of financial statements in accordance with Canadian GAAP
    requires the use of estimates and assumptions that affect the reported
    amounts of assets and liabilities, related amounts of revenues and expenses
    and disclosure of contingent assets and liabilities. Consequently, actual
    amounts could differ from those estimates.

    E) REVENUE RECOGNITION
    Sales to our franchisees are recognized when merchandise is shipped.
    Revenues from external customers from retail sales are recognized at the
    time of the sale to the consumer. The Company recognized its revenues net of
    returns.

    Royalties, based on the franchisees' sales, are recorded as income as they
    are earned.

    Services to franchisees and from the real estate segment are recognized when
    services are rendered.

    Revenues are recognized when reasonable assurance exists regarding
    collectibility.

    F) FOREIGN CURRENCY TRANSLATION
    Transactions concluded in foreign currencies are translated according to the
    temporal method. Therefore, monetary assets and liabilities are translated
    at the rate of exchange in effect at the balance sheet date, non-monetary
    assets and liabilities at their historical rates and revenue and expense
    items at the average monthly rates of exchange. All exchange gains and
    losses are current in nature and are included in the statements of income.

    The financial statements of self-sustaining foreign subsidiaries are
    converted according to the current rate method. Based on this method, assets
    and liabilities are translated at the exchange rate in effect at the balance
    sheet date, and revenue and expense items are translated at the average
    monthly rates. Translation adjustments resulting from exchange rate
    fluctuations are included in "foreign currency translation adjustments" in
    shareholders' equity.



          THE JEAN COUTU GROUP (PJC) INC.  CONSOLIDATED FINANCIAL STATEMENTS  43

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

1.  DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

    G) INVENTORIES
    Inventories are valued at the lower of cost and net realizable value, the
    cost being determined using the first in, first out basis and retail selling
    price less a normal gross profit.

    H) INVESTMENTS
    Investments in companies subject to significant influence are accounted for
    using the equity method. Other investments are accounted for using the cost
    method. Periodically, management analyzes each loan, advance and long-term
    receivable and when a serious doubt as to their recovery is identified, a
    provision is applied to reduce their book value to the estimated realizable
    value.

    I) CAPITAL ASSETS
    Capital assets are accounted for at cost.

    Amortization of buildings held for leasing is based on their estimated
    useful lives using the compound interest method. Amortization of other
    capital assets is based on their estimated useful lives using the
    straight-line and the diminishing balance methods at the following rates:

                                     
    Buildings                                                        3% to 5%
    Buildings held for leasing                                     5% and 10%
    Furniture and equipment                                        14% to 20%
    Computer equipment and software                            20% to 33 1/3%
    Leasehold improvements                  Term of the lease or useful life,
                                                         whichever is shorter
    Vehicles                                                       14% to 30%

    

    Construction in progress is not amortized until the asset is ready for its
    intended use.

    J) INTANGIBLE ASSETS AND GOODWILL
    Intangible assets with a finite service life are accounted for at cost. They
    consist mainly of the customer prescription files, non-compete agreements
    and leasehold interests. The prescription files are generally amortized over
    a five-year period. Non-compete agreements are amortized over the service
    lives of the agreements. Leasehold interests are amortized over the residual
    term of the leases.

    Goodwill represents the excess of the acquisition cost of companies over the
    fair value of the identifiable net assets acquired. Goodwill is tested for
    impairment annually or more frequently if changes in circumstances indicate
    a potential impairment.

    K) OTHER LONG-TERM ASSETS
    Other assets are, among others, the incentives paid to franchisees and
    deferred costs. Incentives paid to franchisees are amortized over a ten-year
    period and are applied against royalties, included in other revenues.

    Deferred costs are accounted for at cost and are mainly rental costs and
    financing fees. Amortization is calculated using the straight-line method
    over the term of the long-term loan or of the lease.



44  CONSOLIDATED FINANCIAL STATEMENTS  THE JEAN COUTU GROUP (PJC) INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

1.  DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

    L) FUTURE INCOME TAXES
    The Company uses the tax liability method to account for income taxes. Under
    this method, future tax assets and liabilities are determined according to
    differences between the carrying amounts and tax bases of assets and
    liabilities. They are measured by applying enacted or substantively enacted
    tax rates and laws at the date of the financial statements for the years in
    which the temporary differences are expected to reverse. It is more likely
    than not that all of the future income tax assets will be realized.

    M) OTHER LONG-TERM LIABILITIES
    Other long-term liabilities consist, among others, of the deferred revenues
    and deferred lease obligations.

    Deferred revenues: The Company receives allowances from its vendors as
    consideration for exclusivity agreements. The revenue related to these
    agreements is deferred when cashed. These amounts are recognized as
    purchases are made, as stipulated by the agreement, and the related
    inventory is sold.

    Deferred lease obligations: The Company conducts a part of its operations in
    leased premises. Some store leases include escalation clauses. The deferred
    lease obligations represent, on the one hand, the rent expense in excess of
    cash paid, that is amortized on a straight-line basis over the life of
    original lease, and on the other hand, the value attributed to unfavourable
    leases resulting from a business acquisition. The value of the unfavourable
    leases is amortized on a straight-line basis over the term of the leases.

    N) DEFINED BENEFIT PENSION PLANS
    The Company accrues its obligations under employee benefit plans and the
    related costs, net of plan assets. The cost of pensions and other retirement
    benefits earned by employees is actuarially determined using the projected
    benefit method prorated on service and management's best estimate of
    expected plans' performance, salary escalation and retirement ages of
    employees.

    For the purpose of calculating the expected return on plan assets, those
    assets are valued at fair value.

    Past service costs are amortized on a straight-line basis over the average
    remaining service period of active employees, which was nine years as of May
    31, 2004 and 2003.

    The excess of the net actuarial gain or loss over 10% of the greater of the
    benefit obligation and the fair value of plan assets is amortized over the
    average remaining service period of active employees.

    O) DEFINED CONTRIBUTION PENSION PLAN
    For the defined contribution plan, the pension expense is equal to the
    contributions paid by the Company.

    P) DERIVATIVE FINANCIAL INSTRUMENTS
    Interest rate swap contracts are used to hedge current and anticipated
    interest rate risks. Interest to be paid or received under such swap
    contracts is recognized over the life of the contracts as adjustments to
    interest expense. Unrealized gains or losses resulting from market movements
    are not recognized.

    Q) CASH AND CASH EQUIVALENTS
    Cash and cash equivalents are defined as cash, bank overdraft and highly
    liquid investments that have maturities of less than three months at the
    date of acquisition.



          THE JEAN COUTU GROUP (PJC) INC.  CONSOLIDATED FINANCIAL STATEMENTS  45

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

2.  ACCOUNTING POLICIES

    CHANGES IN ACCOUNTING POLICIES
    A) INCENTIVES PAID TO FRANCHISEES
    During the fourth quarter of the year ended May 31, 2004, the Company
    changed its basis of accounting for banner development costs. Banner
    development costs were previously considered indefinite life intangible
    assets and therefore not subject to amortization. Banner development costs
    are now considered deferred costs representing incentives paid to
    franchisees. These costs are amortized over a ten-year period and are
    applied against royalties included in other revenues. This change in
    accounting policy has been applied retroactively, and the consolidated
    financial statements have been restated as follows:



                                                                  2003
                                                          Increase      Decrease
    ----------------------------------------------------------------------------
                                                                 $             $
                                                                    
    Intangible assets                                                     31,933

    Other assets:
       Incentives paid to franchisees                       22,877
       Future income taxes                                   2,121
    Other revenues                                                         4,610
    Income taxes                                                           1,080
    Net income                                                             3,530

    Earnings per share
    Basic                                                                  0.016
    Diluted                                                                0.016
    ----------------------------------------------------------------------------


    B) STOCK-BASED COMPENSATION
    On June 1, 2002, the Company adopted the recommendations of Section 3870 of
    the Canadian Institute of Chartered Accountants (CICA) Handbook related to
    stock-based compensation and other stock-based payments. Subsequently, on
    June 1, 2003, the Company prospectively adopted the new recommendations of
    Section 3870 of the CICA Handbook. Under these new recommendations,
    stock-based compensations are to be recorded under the fair value method.
    According to that method, awards of stock options are measured on their date
    of grant using the fair value based method. They are expensed and credited
    to contributed surplus over their vesting period. This credit is
    reclassified to capital stock when stock options are exercised. The impact
    of these recommendations was to decrease the net earnings and to increase
    contributed surplus by $251,000 for the year ended May 31, 2004.

    Prior to June 1, 2003, the Company accounted for stock-based compensation by
    measuring compensation cost for employee stock options as the excess, if
    any, of the quoted market price of the Class A subordinate voting shares at
    the date of grant over the amount an employee must pay to acquire these
    shares. Besides, for the options granted during the year ended May 31, 2003,
    the Company includes in the notes to the consolidated financial statements
    pro forma disclosures of net income and earnings per share as if the fair
    value method of accounting had been applied (see Note 15). Any consideration
    paid on exercise of stock options or purchase of stock is credited to
    capital stock.



46  CONSOLIDATED FINANCIAL STATEMENTS  THE JEAN COUTU GROUP (PJC) INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

2.  ACCOUNTING POLICIES (continued)

    C) IMPAIRMENT OF LONG-LIVED ASSETS
    On June 1, 2003, the Company adopted the new recommendations of sections
    3063 of the CICA Handbook entitled "Impairment of Long-lived Assets". This
    section sets out standards for recognizing, measuring and reporting the
    impairment of long-lived assets. It supersedes the write-down provisions
    included in Section 3061, "Property, Plant and Equipment". This new section
    requires that the Company recognize an impairment loss for long-lived assets
    to be kept and used when events or changes in circumstances result in their
    carrying amount exceeding the sum of the undiscounted cash flows expected to
    result from their use and eventual disposition. The impairment loss is
    equivalent to the amount by which the asset's carrying amount exceeds its
    fair value. The application of these recommendations has no impact on net
    book value of capital assets.

    D) REPORTING DROP SHIPMENT REVENUE NET
    During the year ended May 31, 2003, the Company retroactively adopted the
    new recommendations of Abstract 123 of Emerging Issues Committee of the CICA
    (EIC-123) entitled "Reporting revenue gross as a principal versus net as a
    agent". Under these recommendations, the Company is required to report its
    transactions resulting from merchandise shipped directly to the franchisees
    by the suppliers, but charged to the Company and recharged to the
    franchisees on a net basis. Previously, these transactions were reported
    gross in the sales and in the cost of goods sold. The impact of these
    recommendations is to decrease the sales and the cost of goods sold by
    $104,899,000 for the year ended May 31, 2003. The application of these
    recommendations has no impact on the net income of the Company.

    RECENT PRONOUNCEMENTS
    A) GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
    In July 2003, the CICA issued Handbook Section 1100, "Generally Accepted
    Accounting Principles". This Section establishes standards for financial
    reporting in accordance with Canadian GAAP, and provides guidance on sources
    to consult when selecting accounting policies and determining appropriate
    disclosures when a matter is not dealt with explicity in the primary sources
    of Canadian GAAP. The Company will implement the new Section prospectively
    beginning on June 1, 2004. The standard will require the Company to record
    depreciation on its real estate segment buildings on a straight-line basis
    instead of on a compound interest basis. Due to the prospective nature of
    this change, there is no impact on the Company's consolidated financial
    statements as of the implementation date.

    B) CONSOLIDATION OF VARIABLE INTEREST ENTITIES
    In June 2003, the CICA issued Accounting Guideline 15 (AcG-15),
    "Consolidation of Variable Interest Entities". The guideline addresses
    consolidation of variable interest entities (VIE) to which the usual
    condition for consolidation does not apply because the VIE have no voting
    interests or are otherwise not subject to control through ownership of
    voting interests. It requires existing unconsolidated VIE to be consolidated
    by the primary beneficiary. The guideline is expected to be effective for
    annual and interim periods beginning on or after November 1, 2004. The
    Company has not yet determined what impact, if any, the application of
    AcG-15 will have on its financial statements.



          THE JEAN COUTU GROUP (PJC) INC.  CONSOLIDATED FINANCIAL STATEMENTS  47

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

2.  ACCOUNTING POLICIES (continued)

    C) RECORDING OF CERTAIN CONSIDERATION RECEIVED BY A VENDOR
    In January 2004, the Emerging Issues Committee of the CICA released Abstract
    144 (EIC-144), "Accounting by a Customer (Including a Reseller) for Certain
    Consideration Received From a Vendor".

    EIC-144 specifies the accounting methods to be applied to certain
    consideration received from a vendor. EIC-144 should be applied
    retroactively to all financial statements for annual and interim periods
    ending after August 15, 2004.

    EIC-144 stipulates that cash consideration received by a company from a
    vendor is presumed to be a reduction of the prices of the vendor's products
    or services and should, therefore, be accounted for as a reduction of cost
    of goods sold and related inventory when recognized in the company's income
    statement and balance sheet.

    The Company will apply this new recommendation on June 1, 2004. The Company
    is currently evaluating the impact of this new recommendation.

3.  OTHER REVENUES



                                                                      2004        2003
    ----------------------------------------------------------------------------------
                                                                         $           $
                                                                         
    Royalties                                                       90,613      84,324
    Rent                                                            62,464      59,028
    Sundry                                                          67,124      61,939
    ----------------------------------------------------------------------------------
                                                                   220,201     205,291
    ==================================================================================




4.  AMORTIZATION
                                                                      2004        2003
    ----------------------------------------------------------------------------------
                                                                         $           $
                                                                          
    Capital assets                                                  41,413      40,653
    Intangible assets                                                9,091      13,108
    Deferred costs                                                   1,056         789
    ----------------------------------------------------------------------------------
                                                                    51,560      54,550
    ==================================================================================




48  CONSOLIDATED FINANCIAL STATEMENTS  THE JEAN COUTU GROUP (PJC) INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

5.  INCOME TAXES

    The Company's effective tax rate differs from the combined statutory rate.
    The difference is attributable to the following items:



                                                                      2004        2003
    ----------------------------------------------------------------------------------
                                                                         %           %
                                                                            
    Combined statutory rate                                           34.0        36.0
    Tax rate increase (decrease) resulting from:
    Income taxable at reduced rates                                   (3.0)       (4.7)
    Input credit deducted for tax purposes                               -        (0.6)
    Other                                                              0.6        (0.2)
    ----------------------------------------------------------------------------------
                                                                      31.6        30.5
    ==================================================================================


    The provision for income taxes is as follows:



                                                                      2004        2003
    ----------------------------------------------------------------------------------
                                                                         $           $
                                                                          
    Current taxes                                                  100,283      44,316
    Future taxes                                                   (18,734)     25,977
    ----------------------------------------------------------------------------------
                                                                    81,549      70,293
    ==================================================================================


    Future income tax assets and liabilities are as follows:



                                                                      2004        2003
    ----------------------------------------------------------------------------------
                                                                         $           $
                                                                          
    FUTURE INCOME TAX ASSETS:
    Inventories                                                      4,182       5,717
    Capital assets                                                  15,392      13,562
    Intangible assets, goodwill and incentives paid to franchisees   7,677      11,787
    Current liabilities                                              6,286       5,663
    Deferred revenue and deferred lease obligations                  1,620       2,655
    Capital stock issuance expenses                                    393         841
    Other                                                            3,863       2,350
    ----------------------------------------------------------------------------------
                                                                    39,413      42,575
    ----------------------------------------------------------------------------------

    FUTURE INCOME TAX LIABILITIES:
    Current liabilities                                                  -      22,120
    Capital assets                                                   9,275       8,842
    Other                                                            1,354         144
    ----------------------------------------------------------------------------------
                                                                    10,629      31,106
    ----------------------------------------------------------------------------------
    FUTURE INCOME TAX ASSETS, NET                                   28,784      11,469
    ==================================================================================




           THE JEAN COUTU GROUP (PJC) INC.  CONSOLIDATED FINANCIAL STATEMENTS 49

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

5.  INCOME TAXES (continued)



                                                                      2004        2003
    ----------------------------------------------------------------------------------
                                                                         $           $
                                                                         
    AS FOLLOWS:
    Short-term future income tax asset(1)                           13,334      11,738
    Long-term future income tax asset (Note 10)                     19,608      25,212

    Short-term future income tax liability(2)                            -     (21,095)
    Long-term future income tax liability (Note 13)                 (4,158)     (4,386)
    ----------------------------------------------------------------------------------
                                                                    28,784      11,469
    ==================================================================================


    (1) Included in prepaid expenses and other current assets.
    (2) Included in accounts payable and accrued liabilities.

6.  EARNINGS PER SHARE

    The reconciliation of the number of shares used to calculate the diluted
    earnings per share, considering the September 25, 2002 stock split, is
    established as follows:



                                                                      2004          2003
    ------------------------------------------------------------------------------------
                                                                       
    Weighted average number of shares used
      to compute basic earnings per share                      226,812,864   226,052,767
    Dilution effect                                              1,204,894     1,637,382
    ------------------------------------------------------------------------------------
    Weighted average number of shares used
      to compute diluted earnings per share                    228,017,758   227,690,149
    ====================================================================================


7.  INVESTMENTS



                                                                      2004       2003
    ---------------------------------------------------------------------------------
                                                                         $          $
                                                                         
    Loans, advances and long-term operating receivables
      from franchisees, variable interest, some of which carry
      repayment terms until 2015 and are renewable (net
      of a provision for losses of $1,575,000;
      2003 - $1,210,000)                                            33,319     28,263
    Other                                                            3,991      3,905
    ---------------------------------------------------------------------------------
                                                                    37,310     32,168
    Current portion (included in accounts receivable)                8,203     10,792
    ---------------------------------------------------------------------------------
                                                                    29,107     21,376
    =================================================================================


    During the year, a $600,000 bad debt expense has been accounted for in
    respect of these receivables (2003 - $600,000).



50  CONSOLIDATED FINANCIAL STATEMENTS  THE JEAN COUTU GROUP (PJC) INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

8.  CAPITAL ASSETS



                                                                                              2004
    ---------------------------------------------------------------------------------------------------------------
                                                                                       Accumulated
                                                                             Cost     amortization   Net book value
    ---------------------------------------------------------------------------------------------------------------
                                                                                $                $                $
                                                                                                   
    Land                                                                   92,083                -           92,083
    Land held for leasing                                                  85,337                -           85,337
    Buildings                                                             231,867           38,364          193,503
    Buildings held for leasing                                            225,211           27,070          198,141
    Furniture and equipment                                                90,126           50,431           39,695
    Computer equipment and software                                        69,379           51,327           18,052
    Leasehold improvements                                                165,014           60,981          104,033
    Vehicles                                                                4,040            2,668            1,372
    Computer equipment and software under capital leases                    3,947            2,625            1,322
    Construction in progress                                                9,146                -            9,146
    ---------------------------------------------------------------------------------------------------------------
                                                                          976,150          233,466          742,684
    ===============================================================================================================


                                                                                              2003
    ---------------------------------------------------------------------------------------------------------------
                                                                                       Accumulated
                                                                             Cost     amortization   Net book value
    ---------------------------------------------------------------------------------------------------------------
                                                                                $                $                $
                                                                                                   
    Land                                                                   92,198                -           92,198
    Land held for leasing                                                  80,144                -           80,144
    Buildings                                                             227,023           31,346          195,677
    Buildings held for leasing                                            200,279           23,770          176,509
    Furniture and equipment                                                79,707           43,288           36,419
    Computer equipment and software                                        62,224           43,562           18,662
    Leasehold improvements                                                126,008           47,343           78,665
    Vehicles                                                                4,120            2,554            1,566
    Computer equipment and software under capital leases                    3,947            1,953            1,994
    Construction in progress                                                6,056                -            6,056
    ---------------------------------------------------------------------------------------------------------------
                                                                          881,706          193,816          687,890
    ===============================================================================================================




          THE JEAN COUTU GROUP (PJC) INC.  CONSOLIDATED FINANCIAL STATEMENTS  51

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

9.  INTANGIBLE ASSETS AND GOODWILL

    Intangible assets and goodwill are detailed as follows:



                                                                                              2004
    ---------------------------------------------------------------------------------------------------------------
                                                                                       Accumulated
                                                                             Cost     amortization   Net book value
    ---------------------------------------------------------------------------------------------------------------
                                                                                $                $                $
                                                                                                   
    Goodwill                                                              129,990                -          129,990
    Prescription files                                                     57,388           35,703           21,685
    Non-compete agreements                                                  7,134            5,209            1,925
    Leasehold interests                                                     6,478            3,798            2,680
    ---------------------------------------------------------------------------------------------------------------
                                                                          200,990           44,710          156,280
    ===============================================================================================================


                                                                                              2003
    ---------------------------------------------------------------------------------------------------------------
                                                                                       Accumulated
                                                                             Cost     amortization   Net book value
    ---------------------------------------------------------------------------------------------------------------
                                                                                $                $                $

                                                                                                   
    Goodwill                                                              128,779                -          128,779
    Prescription files                                                     49,366           27,862           21,504
    Non-compete agreements                                                  5,694            4,303            1,391
    Leasehold interests                                                     6,912            3,453            3,459
    ---------------------------------------------------------------------------------------------------------------
                                                                          190,751           35,618          155,133
    ===============================================================================================================


    The Company acquired intangible assets for an amount of $9,172,000 during
    the year (2003 - $3,101,000).

    The changes in the book value of goodwill are as follows:



                                                                                              2004
    ---------------------------------------------------------------------------------------------------------------
                                                                      Franchising     Retail sales            Total
    ---------------------------------------------------------------------------------------------------------------
                                                                                $                $                $
                                                                                                   
    Balance, beginning of year                                             19,993          108,786          128,779
    Acquisition (Note 20)                                                   1,616                -            1,616
    Foreign currency translation adjustments                                    -             (405)            (405)
    ---------------------------------------------------------------------------------------------------------------
    Balance, end of year                                                   21,609          108,381          129,990
    ===============================================================================================================


                                                                                              2003
    ---------------------------------------------------------------------------------------------------------------
                                                                      Franchising     Retail sales            Total
    ---------------------------------------------------------------------------------------------------------------
                                                                                $                $                $
                                                                                                   
    Balance, beginning of year                                             19,993          120,352          140,345
    Acquisition and purchase price adjustment (Note 20)                         -            1,111            1,111
    Foreign currency translation adjustments                                    -          (12,677)         (12,677)
    ---------------------------------------------------------------------------------------------------------------
    Balance, end of year                                                   19,993          108,786          128,779
    ===============================================================================================================




52  CONSOLIDATED FINANCIAL STATEMENTS  THE JEAN COUTU GROUP (PJC) INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

10. OTHER LONG-TERM ASSETS



                                                                                              2004             2003
    ---------------------------------------------------------------------------------------------------------------
                                                                                                 $                $
                                                                                                       
    Incentives paid to franchisees, net                                                     24,601           22,877
    Future income taxes                                                                     19,608           25,212
    Deferred costs, net                                                                      3,571            4,429
    Deposits on acquisition of assets                                                          321              455
    ---------------------------------------------------------------------------------------------------------------
                                                                                            48,101           52,973
    ===============================================================================================================


11. BANK OVERDRAFT AND BANK LOANS



                                                                                              2004             2003
    ---------------------------------------------------------------------------------------------------------------
                                                                                                 $                $
                                                                                                       
    Bank overdraft                                                                               -           11,345
    Bank loans                                                                              20,451           65,272
    ---------------------------------------------------------------------------------------------------------------
                                                                                            20,451           76,617
    ===============================================================================================================


    The Company has authorized lines of credit that are renewable annually and
    bear interest at a rate based on the prime rate of 3.75% as of May 31, 2004
    (2003 - 5%) or LIBOR plus a variable margin (1.875% and 2.38% as of May 31,
    2004 and 2003 respectively). The authorized lines of credit are as follows:



                                                                   2004                              2003
    ---------------------------------------------------------------------------------------------------------------
                                                             CAN               US              CAN               US
    ---------------------------------------------------------------------------------------------------------------
                                                               $                $                $                $
                                                                                                 
    Canadian dollar loan                                  75,000                -           75,000                -
    American dollar loan                                       -           60,000                -           60,000
    Letters of credit                                          -           15,000                -           15,000
    Issued letters of credit                                   -            7,091                -            4,888
    ---------------------------------------------------------------------------------------------------------------


    Under the terms of the credit agreements, the Company must satisfy certain
    restrictive covenants as to minimum financial ratios and must satisfy
    certain conditions. (See Note 25 on subsequent events).

    In accordance with the credit agreement relative to Canadian operations, the
    Company may not give its short-term assets relative to these operations, nor
    the shares of its American subsidiaries as security to other creditors.

    In accordance with the credit agreement relative to United States
    operations, the Company gave the accounts receivable and inventories of its
    American subsidiaries as security to its creditors, but may not give its
    capital assets, except for an amount of US$10,000,000 as security to other
    creditors.



          THE JEAN COUTU GROUP (PJC) INC.  CONSOLIDATED FINANCIAL STATEMENTS  53

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

12. LONG-TERM DEBT



                                                                                              2004              2003
    ----------------------------------------------------------------------------------------------------------------
                                                                                                 $                 $
                                                                                                       
    Term loan of US$185,000,000 (2003 - US$205,000,000), bearing interest
      at LIBOR rate plus a variable margin (2.125% and 2.375% as of May 31, 2004
      and 2003 respectively), repayable by quarterly instalments of $6,817,000
      (US$5,000,000) and subject to the same terms and conditions as the credit
      agreement relative to United States operations(1)                                    252,229           280,542

    Loans, secured by real estate having a net book value of $17,136,000
      (2003 - $18,490,000), repayable by maximum monthly combined instalments of
      $97,000 including principal and interest at rates varying from 6.7% to
      7.85% and the balance in December 2007                                                 8,290             8,843

    Computer equipment and software capital leases, repayable through May 2008
      in maximum monthly combined instalments of $55,000 (2003 - $71,000)
      including interest calculated at rates varying from 4.55% to 6.55%, with
      purchase options of $243,000 (2003 - $331,000) at maturity                             1,515             2,226
    ----------------------------------------------------------------------------------------------------------------
                                                                                           262,034           291,611
    Current portion                                                                         30,773            28,630
    ----------------------------------------------------------------------------------------------------------------
                                                                                           231,261           262,981
    ================================================================================================================


    (1) This loan was refinanced on July 31, 2004, as mentioned in Note 25 on
        subsequent events.

    Repayments to be made during the forthcoming years of the following table
    take into account the financing arrangement described in Note 25 on
    subsequent events.



                                                                   Long-term debt                     Capital leases
    ----------------------------------------------------------------------------------------------------------------
                                                                        Principal        Principal          Interest
    ----------------------------------------------------------------------------------------------------------------
                                                                                $                $                 $
                                                                                                         
    2005                                                                   30,167              606                64
    2006                                                                   66,710              453                35
    2007                                                                   84,402              291                13
    2008                                                                  104,804              165                 4
    2009                                                                   78,907                -                 -
    ----------------------------------------------------------------------------------------------------------------


13. OTHER LONG-TERM LIABILITIES



                                                                                              2004              2003
    ----------------------------------------------------------------------------------------------------------------
                                                                                                 $                 $
                                                                                                        
    Deferred revenues                                                                        1,694             2,425
    Deferred lease obligations                                                               7,555             8,673
    Future income taxes                                                                      4,158             4,386
    ----------------------------------------------------------------------------------------------------------------
                                                                                            13,407            15,484
    ================================================================================================================




54  CONSOLIDATED FINANCIAL STATEMENTS  THE JEAN COUTU GROUP (PJC) INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

14. CAPITAL STOCK

    AUTHORIZED, UNLIMITED NUMBER
    Class A subordinate voting shares, participating, one vote per share,
    exchangeable, at the option of the holder, for the same number of Class B
    shares in the event of a take-over bid being made in respect to Class B
    shares, without par value

    Class B shares, participating, ten votes per share, exchangeable for Class A
    subordinate voting shares on the basis of one Class A subordinate voting
    share for one Class B share, without par value

    Class C shares, to be issued in one or more series subject to rights,
    privileges, conditions and restrictions to be determined, non-participating,
    non-voting, without par value

    Changes that occured on Class A subordinate voting shares are presented as
    follows:



                                                                 2004                              2003
    ---------------------------------------------------------------------------------------------------------------
                                                          Shares                $           Shares                $
    ---------------------------------------------------------------------------------------------------------------
                                                                                                
    Outstanding shares, beginning of year            102,569,550          209,676       50,858,940          203,761
    Stock split on September 25, 2002                          -                -       50,858,940                -
    Class B shares exchanged for an equal
      number of Class A shares                         3,750,000                -                -                -
    Options exercised                                    353,960            2,637          851,670            5,915
    ---------------------------------------------------------------------------------------------------------------
    Outstanding shares, end of year                  106,673,510          212,313      102,569,550          209,676
    ===============================================================================================================


    Changes that occured on Class B shares are presented as follows:



                                                                 2004                              2003
    ---------------------------------------------------------------------------------------------------------------
                                                          Shares                $           Shares                $
    ---------------------------------------------------------------------------------------------------------------
                                                                                                      
    Outstanding shares, beginning of year            124,000,000                2       62,000,000                2
    Stock split on September 25, 2002                          -                -       62,000,000                -
    Class B shares exchanged for an equal
      number of Class A shares                        (3,750,000)               -                -                -
    ---------------------------------------------------------------------------------------------------------------
    Outstanding shares, end of year                  120,250,000                2      124,000,000                2
    ===============================================================================================================


15. STOCK-BASED COMPENSATION PLAN

    The Company has a fixed stock option plan. Under the 1995 executive officers
    Stock Option Plan, the Company may grant options to those employees for up
    to 8 million Class A subordinate voting shares. Under the plan, the exercise
    price of each option equals the closing market price of the Company's stock
    at the Toronto Stock Exchange on the date of grant and an option's maximum
    term is 10 years. Granted options vest annually by increments of 20%.



          THE JEAN COUTU GROUP (PJC) INC.  CONSOLIDATED FINANCIAL STATEMENTS  55

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

15. STOCK-BASED COMPENSATION PLAN (continued)

    Changes that occurred in the number of options, considering the September
    25, 2002 stock split, are presented as follows:



                                                                 2004                              2003
    ---------------------------------------------------------------------------------------------------------------
                                                         Number  Weighted average         Number   Weighted average
                                                     of options    exercise price     of options     exercise price
    ---------------------------------------------------------------------------------------------------------------
                                                                                $                                 $
                                                                                                  
    Options outstanding, beginning of year            2,956,790              9.10      3,552,360               7.98
    Options granted                                     331,600             17.02        256,100              17.49
    Options exercised                                  (353,960)             7.46       (851,670)              6.95
    Options cancelled                                   (27,340)            14.75              -                  -
    ---------------------------------------------------------------------------------------------------------------
    Options outstanding, end of year                  2,907,090             10.15      2,956,790               9.10
    ===============================================================================================================
    Options exercisable, end of year                  2,171,258              8.75      1,518,102               8.35
    ===============================================================================================================


    The following table summarizes information about the fixed stock options
    outstanding at May 31, 2004:



                                                                                               Options       Options
                                                                                           outstanding   exercisable
    ----------------------------------------------------------------------------------------------------------------
                                                                                              Weighted
                                                                           Number    average remaining        Number
    Price                                                              of options     contractual life    of options
    ----------------------------------------------------------------------------------------------------------------
    $                                                                                            YEARS
                                                                                                  
    2.18                                                                   44,250                  0.9        44,250
    2.30                                                                   10,000                  2.5        10,000
    4.24                                                                    7,000                  3.5         7,000
    7.01                                                                1,136,800                  5.5     1,136,800
    8.85                                                                  580,640                  6.3       440,240
    9.37                                                                  230,000                  6.5       179,408
    13.00                                                                 325,400                  7.5       190,680
    15.99                                                                  22,400                  9.7         4,480
    16.80                                                                 267,100                  9.5        53,420
    17.49                                                                 241,400                  8.5        96,560
    18.95                                                                  42,100                  9.9         8,420
    ----------------------------------------------------------------------------------------------------------------
                                                                        2,907,090                          2,171,258
    ================================================================================================================




56  CONSOLIDATED FINANCIAL STATEMENTS  THE JEAN COUTU GROUP (PJC) INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

15. STOCK-BASED COMPENSATION PLAN (continued)

    Had compensation cost been determined using the fair value based method at
    the date of grant for awards granted during the year ended May 31, 2003, the
    Company's pro forma net income, net earnings per share and diluted earnings
    per share would have been as presented in the table below.



                                                                                              2004              2003
    ----------------------------------------------------------------------------------------------------------------
                                                                                                 $                 $
                                                                                                       
    Net income as reported                                                                 176,923           160,092
    Pro forma impact                                                                           378               284
    ----------------------------------------------------------------------------------------------------------------
    Pro forma net income                                                                   176,545           159,808
    ================================================================================================================

    Pro forma net earnings per share
       Basic                                                                                  0.78              0.71
       Diluted                                                                                0.77              0.70
    ----------------------------------------------------------------------------------------------------------------


    The following data represents the weighted average assumptions used in the
    stock options valuation in accordance with the Black-Scholes model:



                                                                                              2004              2003
    ----------------------------------------------------------------------------------------------------------------
                                                                                                         
    Dividend yield                                                                            0.73%             0.70%
    Expected volatility                                                                      28.20%            27.00%
    Risk-free interest rate                                                                   4.19%             4.75%
    Expected life (years)                                                                        6                 6
    ----------------------------------------------------------------------------------------------------------------


    During the year ended May 31, 2004, the Company granted 331,600 stock
    options. The weighted average fair value of those options is $5.61.
    Therefore, an amount of $251,000 was expensed for the stock option plan and
    the equivalent adjustment was made to contributed surplus.

16. FOREIGN CURRENCY TRANSLATION ADJUSTMENTS

    These adjustments represent unrealized gains (loss) pursuant to the
    translation of the financial statements of the Company's self-sustaining
    American subsidiaries. The variation of this item is due to the fluctuation
    of the exchange rate during the year and to the increase or reduction in the
    net investment in subsidiaries.

17. GUARANTEES AND CONTINGENCIES

    GUARANTEES
    The Company has guaranteed the reimbursement of certain bank loans
    contracted by franchisees for a maximum amount of $11,991,000 (2003 -
    $17,626,000). As at May 31, 2004, these loans amount to approximately
    $11,964,000 (2003 - $16,353,000). Most of those guarantees apply to loans
    with a maximum maturity of eight years. Those loans are also personally
    guaranteed by the franchisees.



          THE JEAN COUTU GROUP (PJC) INC.  CONSOLIDATED FINANCIAL STATEMENTS  57

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

17. GUARANTEES AND CONTINGENCIES (continued)

    BUYBACK AGREEMENTS
    Under buyback agreements, the Company is committed to financial institutions
    to purchase the inventories of some of its franchisees up to the amount of
    advances made by those financial institutions to the franchisees. As of May
    31, 2004, financing related to these inventories amounted to approximately
    $74,127,000 (2003 - $66,374,000). However, under these agreements, the
    Company is not committed to cover any deficit that may arise should the
    value of these inventories be less than the amount of the advances.

    Under buyback agreements, the Company is committed to financial
    institutions, to purchase equipment held by franchisees and financed by
    capital leases not exceeding five years and loans not exceeding eight years.
    For capital leases, the buyback value is linked to the net balance of the
    lease at the date of the buyback. For equipment financed by bank loans, the
    minimum buyback value is set by contract with the financial institutions. As
    at May 31, 2004, financing related to the equipment amounts to approximately
    $28,695,000 (2003 - $29,858,000). However, it is the opinion of management
    that the realizable value of the assets cannot be lower than the eventual
    amount of the buyback.

    The Company did not record any liability with respect to these guarantees in
    its financial statements for the years ended May 31, 2004 and 2003.

    CONTINGENCIES
    Various claims and legal proceedings have been initiated against the Company
    in the normal course of its operating activities. Although the outcome of
    these proceedings cannot be determined with certainty, management estimates
    that any payments resulting from their outcome are not likely to have a
    substantial negative impact on the Company's results and financial position.

18. COMMITMENTS

    The balance of the commitments under the terms of building and vehicle
    operating leases maturing in 2022 totals $386,684,000. Minimum payments
    payable over the next five years are as follows:



    ----------------------------------------------------------------------------
                                                                               $
                                                                       
    2005                                                                  60,905
    2006                                                                  53,369
    2007                                                                  46,934
    2008                                                                  39,459
    2009                                                                  32,295
    ----------------------------------------------------------------------------


    Under the terms of building leases and subleases, the Company will receive,
    up to the year 2022, minimum payments totalling $310,886,000. This amount
    takes into account the renewal of subleases at the same terms and conditions
    as the lease agreements.

    The Company concluded agreements with suppliers under which it is committed
    to purchase a minimum of CAN$61,688,000 or US$45,246,000 until 2005.

    The Company has commitments with contractors for the construction of
    buildings amounting to $6,140,000.



58  CONSOLIDATED FINANCIAL STATEMENTS  THE JEAN COUTU GROUP (PJC) INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

19. PENSION PLANS

    The Company offers defined benefit and defined contribution pension plans
    providing pension benefits to its employees.

    The defined benefit and defined contribution plans expenses are as follows:



                                                                                              2004              2003
    ----------------------------------------------------------------------------------------------------------------
                                                                                                 $                 $
                                                                                                         
    Defined contribution plan                                                                3,412             3,120
    ================================================================================================================

    Defined benefit plans
      Current service costs                                                                    590               602
      Interest expense                                                                         725               642
      Expected return on plan assets                                                          (423)             (289)
      Amortization of past service cost                                                      1,955               834
      Net actuarial loss                                                                         3               104
    ----------------------------------------------------------------------------------------------------------------
    Benefit plans expense                                                                    2,850             1,893
    ================================================================================================================


    Information about the Company's defined benefit plans is as follows:



                                                                                              2004              2003
    ----------------------------------------------------------------------------------------------------------------
                                                                                                 $                 $
                                                                                                        
    Accrued benefit obligations
      Balance, beginning of year                                                            11,513            10,420
      Current service cost                                                                     590               602
      Interest expense                                                                         725               642
      Past service cost                                                                     (3,425)                -
      Actuarial gains                                                                         (303)             (151)
    ----------------------------------------------------------------------------------------------------------------
    Balance, end of year                                                                     9,100            11,513
    ================================================================================================================

    Plan assets
      Fair value, beginning of year                                                          3,150             2,254
      Actual return on plan assets                                                             117                34
      Employer contributions                                                                 4,372               862
      Benefits paid                                                                         (3,425)                -
    ----------------------------------------------------------------------------------------------------------------
    Fair value, end of year                                                                  4,214             3,150
    ================================================================================================================

    Accrued benefit obligations                                                              9,100            11,513
    Plan assets                                                                              4,214             3,150
    ----------------------------------------------------------------------------------------------------------------
                                                                                             4,886             8,363
    ----------------------------------------------------------------------------------------------------------------

    Unamortized past service cost                                                            3,622             5,577
    ----------------------------------------------------------------------------------------------------------------
    Accrued benefit liability (included in accounts payable and accrued liabilities)         1,264             2,786
    ================================================================================================================




          THE JEAN COUTU GROUP (PJC) INC.  CONSOLIDATED FINANCIAL STATEMENTS  59

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

19. PENSION PLANS (continued)

    The main actuarial assumptions adopted in measuring the Company's accrued
    benefit obligations are as follows:



                                                                                              2004              2003
    ----------------------------------------------------------------------------------------------------------------
                                                                                                 %                 %
                                                                                                          
    Discount rate                                                                             6.00              6.00
    Expected long-term rate of return on plan assets                                          6.75              6.75
    Rate of compensation increase                                                             4.00              4.00
    ----------------------------------------------------------------------------------------------------------------


20. BUSINESS ACQUISITIONS

    PHARMASAVE
    During the second quarter of the year 2003-2004, the Company purchased the
    shares of three drugstores operating in Ontario under the "Pharmasave"
    banner. The acquisition has been accounted for under the purchase method and
    the results of operations have been included in the consolidated financial
    statements since the acquisition date.



    Purchase price allocation:                                              2004
    ----------------------------------------------------------------------------
                                                                               $
                                                                       
    Net assets acquired:
      Non-cash working capital                                             1,179
      Capital assets                                                         399
      Intangible assets:
        Prescription files                                                 2,684
        Non-compete agreements                                               800
      Goodwill                                                             1,616
      Future income tax liabilities                                       (1,253)
    ----------------------------------------------------------------------------
    Non-cash assets acquired                                               5,425
    Cash and cash equivalents                                                163
    ----------------------------------------------------------------------------
    Net assets acquired                                                    5,588
    ============================================================================
    Cash consideration                                                     5,588
    ============================================================================


    OSCO
    On December 5, 2001, the Company entered into an agreement to purchase the
    assets of 80 retail drug stores operating under the "OSCO" banner and five
    drug store development projects located in the northeastern United States
    (OSCO). The acquisition of OSCO has been accounted for under the purchase
    method. The results of OSCO operations have been included in the
    consolidated financial statements of the Company as of its acquisition date
    in January 2002.



60  CONSOLIDATED FINANCIAL STATEMENTS  THE JEAN COUTU GROUP (PJC) INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

20. BUSINESS ACQUISITIONS (continued)

    During the year ended May 31, 2003, the Company completed the final purchase
    price allocation of OSCO, resulting in a net increase in goodwill of
    CAN$929,000 (US$578,000) from the amount initially recorded. The goodwill
    adjustments related to the finalization of the provision for stores closures
    which resulted in the decision to keep certain OSCO stores open, the
    inclusion of deferred lease obligations related to unfavourable leases, the
    settlement of a legal dispute with the seller resulting in net proceeds of
    CAN$1,555,000 (US$967,000), which has been reflected as a reduction of the
    purchase price, and other adjustments that relate primarily to future income
    taxes.




    Purchase price allocation:                                                                2003              2002
    ----------------------------------------------------------------------------------------------------------------
                                                                                                 $                 $
                                                                                             FINAL           INITIAL
                                                                                                       
    Net assets acquired:
      Non-cash working capital                                                              99,590            91,693
      Capital assets                                                                       169,915           169,915
      Future income tax assets                                                               5,837             7,228
      Intangible assets:
        Prescription files                                                                  25,330            25,330
        Non-compete agreements                                                                 976               976
        Leasehold interests                                                                  4,278             4,278
      Goodwill (tax deductible, $76,000)                                                    88,645            87,716
      Deferred lease obligations                                                            (8,990)                -
    ----------------------------------------------------------------------------------------------------------------
    Non-cash assets acquired                                                               385,581           387,136
    Cash and cash equivalents                                                                  321               321
    ----------------------------------------------------------------------------------------------------------------
    Net assets acquired                                                                    385,902           387,457
    ================================================================================================================
    Cash consideration                                                                     385,902           387,457
    ================================================================================================================


21. RELATED PARTY TRANSACTIONS

    The Company entered into the following transactions with enterprises
    controlled by shareholders having a significant influence over the Company:



                                                                                              2004              2003
    ----------------------------------------------------------------------------------------------------------------
                                                                                                 $                 $
                                                                                                        
    Revenues
      Sales                                                                                 21,111            23,980
      Royalties                                                                                902             1,318
      Rent                                                                                   1,738             1,497
      Sundry                                                                                   400             1,377
    ----------------------------------------------------------------------------------------------------------------
                                                                                            24,151            28,172
    ================================================================================================================


    As at May 31, 2004, accounts receivable include an amount of $1,102,000
    (2003 - $1,304,000) resulting from these transactions.

    These transactions are carried out in the ordinary course of business and
    are measured at the exchange amount.



          THE JEAN COUTU GROUP (PJC) INC.  CONSOLIDATED FINANCIAL STATEMENTS  61

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

22. FINANCIAL INSTRUMENTS

    FAIR VALUE
    The fair value of cash, receivables, bank overdraft and bank loans, accounts
    payable and accrued liabilities approximates their book value because of
    their forthcoming maturity.

    The fair value of loans, advances and long-term receivables from franchisees
    was not determined, since these balances result from transactions carried
    out in the context of privileged commercial relationships and under terms
    and conditions that may differ from those that could be negotiated with
    non-franchisees.

    The fair value of the long-term debt, obtained by discounting contractual
    cash flows at the interest rates in effect for debts having similar
    characteristics, approximates its book value.

    The interest rate swap agreements have a negative fair value of
    CAN$5,025,000 or US$3,686,000 (2003 - CAN$13,480,000 or US$9,850,000).

    INTEREST RATE RISK
    INTEREST RATE SWAP AGREEMENTS
    The Company enters into interest rate swap agreements in order to reduce the
    impact of fluctuating interest rates on a portion of its long-term debt.
    These swaps require the periodic exchange of payments without the exchange
    of the notional principal amount on which the payments are based. The
    Company designates these interest rate swap agreements as hedges of the
    underlying debt. Interest expense on the debt is adjusted to include the
    payments made or received under the interest rate swaps designated as
    hedges.

    These agreements are detailed as follows:



                                                                                           2004
    ---------------------------------------------------------------------------------------------------------------
                                                                               US              CAN    Interest rate
    ---------------------------------------------------------------------------------------------------------------
                                                                                $                $                %
                                                                                                      
    Agreement maturing in January 2005                                    185,000          252,229             4.34
    ===============================================================================================================


                                                                                           2003
    ---------------------------------------------------------------------------------------------------------------
                                                                               US              CAN    Interest rate
    ---------------------------------------------------------------------------------------------------------------
                                                                                $                $                %
                                                                                                     
    Agreement maturing in June 2003                                        60,000           82,110            5.175
    Agreement maturing in January 2005                                    145,000          198,432             4.34
    ---------------------------------------------------------------------------------------------------------------
                                                                          205,000          280,542
    ===============================================================================================================




62  CONSOLIDATED FINANCIAL STATEMENTS  THE JEAN COUTU GROUP (PJC) INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

22. FINANCIAL INSTRUMENTS (continued)

    CREDIT RISK
    The Company's exposure to concentrations of credit risk is limited. It
    arises mostly from accounts receivable, loans, advances and long-term
    operating receivables from franchisees. The non-collection risk is reduced
    by the fact that accounts receivable are generated by a large diversity of
    customers. Besides, the financial position of the franchisees to whom the
    Company grants loans, advances and long-term operating receivables is
    analysed in detail regularly.

23. SUPPLEMENTAL CASH FLOW INFORMATION

    NET CHANGES IN NON-CASH ASSET AND LIABILITY ITEMS
    The net changes in non-cash assets and liability items are detailed as
    follows:



                                                                                              2004              2003
    ----------------------------------------------------------------------------------------------------------------
                                                                                                 $                 $
                                                                                                       
    Accounts receivable, prepaid expenses and other current assets                           1,505           (54,820)
    Inventories                                                                            (45,662)           24,728
    Accounts payable, accrued liabilities and income taxes payable                          77,936            (8,066)
    Other items                                                                             (3,967)            4,050
    ----------------------------------------------------------------------------------------------------------------
    Net changes in non-cash asset and liability items                                       29,812           (34,108)
    ================================================================================================================


OTHER INFORMATION



                                                                                              2004              2003
    ----------------------------------------------------------------------------------------------------------------
                                                                                                 $                 $
                                                                                                        
    Capital assets acquired through capital leases                                               -               824
    Interest paid                                                                           18,975            23,627
    Income taxes paid                                                                       51,201            57,927
    ----------------------------------------------------------------------------------------------------------------


24. COMPARATIVE FIGURES

    Certain 2003 figures have been reclassified to conform with the presentation
    adopted in 2004.



          THE JEAN COUTU GROUP (PJC) INC.  CONSOLIDATED FINANCIAL STATEMENTS  63

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended May 31, 2004 and 2003
(TABULAR AMOUNTS ARE IN THOUSANDS OF DOLLARS EXCEPT FOR SHARES AND OPTIONS DATA)

25. SUBSEQUENT EVENTS

    THE ECKERD ACQUISITION
    On July 31, 2004, the Company acquired the shares of three subsidiaries of
    TDI Consolidated Corporation, a wholly-owned subsidiary of J.C. Penney
    Corporation, Inc., that own 1,549 outlets of the Eckerd drugstore chain
    located throughout 13 states in northeastern, mid-Atlantic and southeastern
    United States for a purchase price of US$2.375 billion, plus preliminary
    closing adjustments of US$112.5 million.

    The purchase price, together with the transaction costs estimated at US$35.0
    million and the repayment of existing debts totalling US$195.0 million at
    the date of aquisition, has been financed through:

    - Debt financing consisting of secured first rank credit facilities in the
      amount of US$1.7 billion as follows:
      - a five-year revolving facility of US$350.0 million bearing interest at
        variable interest rates
      - a five-year term loan facility of US$250.0 million bearing interest at
        variable interest rates, and
      - a seven-year term loan facility of US$1.1 billion bearing interest at
        variable interest rates

    - US$1.2 billion notes offering comprised of:
      - US$350.0 million of unsecured senior notes, bearing interest at 7.625%
        and maturing on August 1, 2012, and
      - US$850.0 million of unsecured senior subordinated notes, bearing
        interest at 8.5% and maturing on August 1, 2014

    - Public offering of 33,350,000 new Class A Subordinate voting shares issued
      for gross proceeds of CAN$582.0 million.

    The preliminary allocation of the purchase price that follows was
    established based on information available and on the basis of preliminary
    evaluations. This allocation is subject to changes should new information
    become available and when the strategies of integration and restructuring
    assets have been completed.



                                                                                       Millions of
                                                                                        US dollars
    ----------------------------------------------------------------------------------------------
                                                                                        
    Net assets acquired
      Non-cash working capital                                                               686.7
      Capital assets                                                                         860.7
      Intangible assets                                                                      775.4
      Goodwill                                                                               594.0
      Future income tax liabilities                                                         (250.0)
      Other liabilities                                                                     (148.4)
    ----------------------------------------------------------------------------------------------
    Non-cash assets acquired                                                               2,518.4
    Cash and cash equivalents                                                                  4.1
    ----------------------------------------------------------------------------------------------
    Net assets acquired                                                                    2,522.5
    ==============================================================================================
    Cash consideration                                                                     2,522.5
    ==============================================================================================




64  BOARD OF DIRECTORS  THE JEAN COUTU GROUP (PJC) INC.

BOARD OF DIRECTORS

[PHOTO OF JEAN COUTU]

JEAN COUTU
CHAIRMAN OF THE BOARD

[PHOTO OF LISE BASTARACHE]

LISE BASTARACHE
REGIONAL VICE-PRESIDENT,
QUEBEC RBC PRIVATE BANKING

[PHOTO OF LOUIS COUTU]

LOUIS COUTU
VICE-PRESIDENT, COMMERCIAL POLICIES

[PHOTO OF MICHEL COUTU]

MICHEL COUTU
PRESIDENT AND CHIEF EXECUTIVE OFFICER,
THE JEAN COUTU GROUP (PJC) USA, INC.

[PHOTO OF L. DENIS DESAUTELS]

L. DENIS DESAUTELS
EXECUTIVE-IN-RESIDENCE,
SCHOOL OF MANAGEMENT,
UNIVERSITY OF OTTAWA

[PHOTO OF NICOLLE FORGET]

NICOLLE FORGET
CORPORATE DIRECTOR

[PHOTO OF YVON MARTINEAU]

YVON MARTINEAU
SENIOR PARTNER,
FASKEN MARTINEAU DUMOULIN L.L.P.

[PHOTO OF LAURENT PICARD]

LAURENT PICARD
CORPORATE DIRECTOR
VICE-CHAIRMAN OF THE BOARD

[PHOTO OF FRANCOIS J. COUTU]

FRANCOIS J. COUTU
PRESIDENT AND CHIEF EXECUTIVE OFFICER

[PHOTO OF JACQUES BOISVERT]

JACQUES BOISVERT*
PRESIDENT, DOSEX INC.

[PHOTO OF MARIE-JOSEE COUTU]

MARIE-JOSEE COUTU
PRESIDENT, FONDATION MARCELLE ET JEAN COUTU

[PHOTO OF SYLVIE COUTU]

SYLVIE COUTU
PRESIDENT, SYLVIE COUTU DESIGN

[PHOTO OF MARCEL DUTIL]

MARCEL DUTIL
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
THE CANAM MANAC GROUP INC.

[PHOTO OF CLAIRE LEGER]

CLAIRE LEGER
CHAIRMAN OF THE BOARD,
ST-HUBERT GROUP INC.

[PHOTO OF ERIK PELADEAU]

ERIK PELADEAU
CHAIRMAN OF THE BOARD OF QUEBECOR MEDIA INC.
AND VICE CHAIRMAN OF THE BOARD OF QUEBECOR
WORLD INC. AND QUEBECOR INC.

[PHOTO OF DENNIS WOOD]

DENNIS WOOD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DENNIS WOOD HOLDINGS INC.

*   Jacques Boisvert, who passed away on July 12, 2004, served on the Board of
    the Jean Coutu Group for two years. The management team wishes to underscore
    Mr. Boisvert's exceptional contribution to the Company's development during
    those years.



                         THE JEAN COUTU GROUP (PJC) INC.  CORPORATE OFFICERS  65

CORPORATE OFFICERS

                         THE JEAN COUTU GROUP (PJC) INC.

JEAN COUTU
CHAIRMAN OF THE BOARD

FRANCOIS J. COUTU
PRESIDENT AND CHIEF EXECUTIVE OFFICER

ANDRE BELZILE
SENIOR VICE-PRESIDENT FINANCE AND CORPORATE AFFAIRS

MICHEL BOUCHER
CHIEF INFORMATION OFFICER

CAROLE BOUTHILLETTE
VICE-PRESIDENT, FINANCE

DENIS COURCY
VICE-PRESIDENT, HUMAN RESOURCES AND LEGAL AFFAIRS

LOUIS COUTU
VICE-PRESIDENT, COMMERCIAL POLICIES

ALPHONSE GALLUCCIO
VICE-PRESIDENT, INTERNAL AUDIT

YVON GOYER
VICE-PRESIDENT, SERVICES AND PROMOTIONS

CAROLINE GUAY
DIRECTOR, LEGAL AFFAIRS AND CORPORATE SECRETARY

ALAIN LAFORTUNE
SENIOR VICE-PRESIDENT, PURCHASING AND MARKETING

JACQUES LAMOUREUX
VICE-PRESIDENT, OPERATIONS

RICHARD MAYRAND
VICE-PRESIDENT, PHARMACY AND PUBLIC AFFAIRS

JOHANNE MELOCHE
VICE-PRESIDENT, COSMETICS, EXCLUSIVE BRANDS
AND BEAUTY PROGRAMS

NORMAND MESSIER
SENIOR VICE-PRESIDENT NETWORK EXPLOITATION

JEAN-PIERRE NORMANDIN
VICE-PRESIDENT, DISTRIBUTION CENTRE

CAROLE RENNIE
CONTROLLER


                      THE JEAN COUTU GROUP (PJC) USA, INC.

MICHEL COUTU
PRESIDENT AND CHIEF EXECUTIVE OFFICER

BARBARA DONNELLAN
VICE-PRESIDENT, INFORMATION SYSTEMS

KAI GOTO
VICE-PRESIDENT, WAREHOUSE AND DISTRIBUTION

C. DANIEL HARON
VICE-PRESIDENT, PHARMACY AND PROFESSIONAL AFFAIRS

DON KINNEY
VICE-PRESIDENT, DRUGSTORE OPERATIONS

DAVID A. MOROCCO
SENIOR VICE-PRESIDENT, MARKETING

SUSAN MANVILLE
CONTROLLER

ROBERT POULIOT
VICE-PRESIDENT, PURCHASING

PETER SCHMITZ
VICE-PRESIDENT, REAL ESTATE

KENNETH SPADER
VICE-PRESIDENT, CONSTRUCTION, FACILITIES,
ENGINEERING AND STORE PLANNING

KATHLEEN TOPOR
TREASURER

WILLIAM Z. WELSH, JR.
EXECUTIVE VICE-PRESIDENT AND CHIEF OPERATING OFFICER

RANDY WYROFSKY
SENIOR VICE-PRESIDENT AND CHIEF FINANCIAL OFFICER



66  GENERAL INFORMATION  THE JEAN COUTU GROUP (PJC) INC.

GENERAL INFORMATION

THE JEAN COUTU GROUP (PJC), INC.
530 BERIAULT STREET
LONGUEUIL, QC
J4G 1S8
(450) 646-9760

AUDITORS
SAMSON BELAIR/DELOITTE & TOUCHE, S.E.N.C.R.L.
1 PLACE VILLE-MARIE
SUITE 3000
MONTREAL, QC
H3B 4T9

FINANCIAL COMMUNICATIONS
DRAFT
600 DE MAISONNEUVE BLVD. WEST
27TH FLOOR
MONTREAL, QC
H3A 3J2

THE JEAN COUTU GROUP (PJC) USA, INC.
50 SERVICE ROAD
WARWICK, RHODE ISLAND
U.S.A. 02886
(401) 825-3900

TRANSFER AGENT AND REGISTRAR
NATIONAL BANK TRUST
1100 UNIVERSITY STREET
9TH FLOOR
MONTREAL, QC
H3B 2G7

STOCK MARKET INFORMATION
TICKER SYMBOL: PJC.A
TORONTO STOCK EXCHANGE

INTERNET SITES
THE JEAN COUTU GROUP (PJC) INC.
www.jeancoutu.com

THE JEAN COUTU GROUP (PJC) USA, INC.
www.brooks-rx.com
www.eckerd.com


ANNUAL GENERAL AND SPECIAL MEETING
THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF THE JEAN COUTU GROUP
(PJC), INC. WILL BE HELD ON OCTOBER 26, 2004 AT 9:30 A.M. AT THE HEAD OFFICE OF
THE COMPANY, 551 BERIAULT STREET, LONGUEUIL, QUEBEC, CANADA.

ANNUAL INFORMATION FORM
THE ANNUAL INFORMATION FORM FOR THE YEAR ENDED MAY 31, 2004 WILL BE AVAILABLE
UPON REQUEST AS OF SEPTEMBER 24,2004.

POUR OBTENIR LA VERSION FRANCAISE DE CE RAPPORT, VEUILLEZ ECRIRE A:
LE GROUPE JEAN COUTU (PJC) INC.
A/S DE CELINE LAMONDE
530, RUE BERIAULT
LONGUEUIL (QUEBEC) J4G 1S8



Design: MP1  Computer graphics : Fronde, Inc.



[PHOTO]

[PHOTO]

[PHOTO]

[PJC JEAN COUTU LOGO]        jeancoutu.com

[BROOKS(R) LOGO]             brooks-rx.com

[ECKERD(R) LOGO]             eckerd.com

EX-21.1

                                                                    Exhibit 21.1

                            LIST OF SUBSIDIARIES

The Jean Coutu Group (PJC) Inc. has the following subsidiaries:
     3090671 Nova Scotia Company, a Nova Scotia Corporation.
     3090672 Nova Scotia Company, a Nova Scotia Corporation.
     Paterson's Pharmacies Ltd., an Ontario Corporation.
     RX Information Centre Ltd., a Quebec Corporation.
     Services Securivol Inc., a Quebec Corporation.
     The Jean Coutu Group (PJC) USA, Inc., a Delaware Corporation.

The Jean Coutu Group (PJC) USA Inc. has the following subsidiaries:
     Brooks Pharmacy, Inc., a Delaware Corporation.
     Maxi Drug, Inc., a Delaware Corporation.
     MC Woonsocket, Inc., a Rhode Island Corporation.
     P.J.C Distribution, Inc., a Delaware Corporation.
     P.J.C. Realty Co., Inc., a Delaware Corporation.
     PJC Lease Holdings, Inc., a Delaware Corporation.
     PJC of Cranston, Inc., a Rhode Island Corporation.
     PJC of East Providence, Inc., a Rhode Island Corporation.
     PJC of Massachusetts, Inc., a Massachusetts Corporation.
     PJC of Vermont, Inc., a Vermont Corporation.
     PJC of West Warwick, Inc., a Rhode Island Corporation.
     PJC Special Realty Holdings, Inc., a Delaware Corporation.
     PJC Realty N.E. LLC, a Delaware Corporation.

JCG Holdings (USA) Inc. has the following subsidiaries:
     Eckerd Corporation, a Delaware Corporation.
     Genovese Drug Stores, Inc., a Delaware Corporation.
     Thrift Drug Inc., a Delaware Corporation.
     Thrift Drug Services, Inc., a Delaware Corporation.

Jean Coutu Group Holdings (USA) LLC has the following subsidiaries:
     JCG Holdings (USA) LLC, a Delaware Corporation.

Eckerd Corporation has the following subsidiaries:
     Eckerd Fleet, Inc., a Florida Corporation.
     EDC Licensing, Inc., a Delaware Corporation.

MC Woonsocket has the following subsidiaries:
     PJC of Rhode Island, Inc., a Rhode Island Corporation.

Maxi Drug, Inc. has the following subsidiaries:
     Maxi Drug North, Inc., a Delaware Corporation.
     Maxi Green Inc., a Vermont Corporation.



Maxi Drug North, Inc. and Maxi Drug, Inc. are the limited and general partners,
respectively, of the following subsidiary:
     Maxi Drug South, L.P., a Delaware Corporation.

PJC Realty Co., Inc. has the following subsidiaries:
     PJC Realty MA, Inc., a Massachusetts Corporation.

PJC Special Realty Holdings, Inc. has the following subsidiaries
     PJC Arlington Realty LLC, a Delaware Corporation.
     PJC Dorchester Realty LLC, a Delaware Corporation.
     PJC Essex Realty LLC, a Delaware Corporation.
     PJC Haverhill Realty LLC, a Delaware Corporation.
     PJC Hyde Park Realty LLC, a Delaware Corporation.
     PJC Manchester Realty LLC, a Delaware Corporation.
     PJC Mansfield Realty LLC, a Delaware Corporation.
     PJC New London Realty LLC, a Delaware Corporation.
     PJC Norwich Realty LLC, a Delaware Corporation.
     PJC Peterborough Realty LLC, a Delaware Corporation.
     PJC Providence Realty LLC, a Delaware Corporation.
     PJC Revere Realty LLC, a Delaware Corporation.

Thrift Drug Inc. has the following subsidiaries:
     EDC Drug Stores, Inc., a North Carolina Corporation.

The following registrants have no subsidiaries:
3090671 Nova Scotia Company, a Nova Scotia Corporation.
3090672 Nova Scotia Company, a Nova Scotia Corporation.
Brooks Pharmacy, Inc., a Delaware Corporation.
Eckerd Fleet, Inc., a Florida Corporation.
EDC Drug Stores, Inc., a North Carolina Corporation.
EDC Licensing, Inc., a Delaware Corporation.
Genovese Drug Stores, Inc., a Delaware Corporation.
Maxi Drug South, L.P., a Delaware Corporation.
Maxi Green Inc., a Vermont Corporation.
P.J.C. Distribution, Inc., a Delaware Corporation.
Paterson's Pharmacies Ltd., an Ontario Corporation.
PJC Arlington Realty LLC, a Delaware Corporation.
PJC Dorchester Realty LLC, a Delaware Corporation.
PJC Essex Realty LLC, a Delaware Corporation.
PJC Haverhill Realty LLC, a Delaware Corporation.
PJC Hyde Park Realty LLC, a Delaware Corporation.
PJC Lease Holdings, Inc., a Delaware Corporation.
PJC Manchester Realty LLC, a Delaware Corporation.
PJC Mansfield Realty LLC, a Delaware Corporation.
PJC New London Realty LLC, a Delaware Corporation.
PJC Norwich Realty LLC, a Delaware Corporation.



PJC of Cranston, Inc., a Rhode Island Corporation.
PJC of East Providence, Inc., a Rhode Island Corporation.
PJC of Massachusetts, Inc., a Massachusetts Corporation.
PJC of Rhode Island, Inc., a Rhode Island Corporation.
PJC of Vermont, Inc., a Vermont Corporation.
PJC of West Warwick, Inc., a Rhode Island Corporation.
PJC Peterborough Realty LLC, a Delaware Corporation.
PJC Providence Realty LLC, a Delaware Corporation.
PJC Realty MA, Inc., a Massachusetts Corporation.
PJC Realty N.E. LLC, a Delaware Corporation.
PJC Revere Realty LLC, a Delaware Corporation.
RX Information Centre Ltd., a Quebec Corporation.
Services Securivol Inc., a Quebec Corporation.
Thrift Drug Services, Inc., a Delaware Corporation.

EX-23.1

                                                                    Exhibit 23.1








CONSENT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS


We consent to the use in this Registration Statement of The Jean Coutu Group
(PJC) Inc. (the "Company") on Form F-10, Form S-4 and Form F-4 of our report
dated August 13, 2004 (except for notes 1b), 2a) and 2i) which are dated
November 22, 2004), on the Company's consolidated balance sheets as at May 31,
2004 and 2003 and the consolidated statements of income, retained earnings and
cash flows for each of the years in the three-year period ended May 31, 2004,
appearing in the Prospectus, which is part of this Registration Statement. We
also consent to the use in the above-mentioned Prospectus of our Comments by
Auditor on Canada-United States of America Reporting Difference dated August 13
2004 (except for notes 1b), 2a) and 2i) which are dated November 22, 2004).

We also consent to the reference to us under the headings "Experts" in such
Prospectus.


(signed) SAMSON BELAIR/DELOITTE & TOUCHE s.e.n.c.r.l.
Registered Chartered Accountants

November 24, 2004
Montreal, Canada

EX-23.2

                                                                   Exhibit 23.2

                        INDEPENDENT AUDITORS' CONSENT

The Board of Directors
TDI Consolidated Corporation:

We consent to the use of our report dated June 3, 2004, with respect to the
statements of assets and liabilities of the Northern Operations of Eckerd
drugstores (a business of TDI Consolidated Corporation) as of January 31,
2004 and January 25, 2003 and the related statements of revenues and expenses
and cash flows for the fiscal years ended January 31, 2004, January 25, 2003
and January 26, 2002, which report is included in the Form S-4 of The Jean
Coutu Group (PJC), Inc. dated November 24, 2004.

KPMG LLP


Tampa, Florida
November 22, 2004

EX-25.1

===============================================================================
                                                                   EXHIBIT 25.1

===============================================================================

                                   FORM T-1

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                           STATEMENT OF ELIGIBILITY
                  UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                   CORPORATION DESIGNATED TO ACT AS TRUSTEE

                     CHECK IF AN APPLICATION TO DETERMINE
                     ELIGIBILITY OF A TRUSTEE PURSUANT TO
                           SECTION 305(b)(2)     |_|
                               [GRAPHIC OMITTED]

                             THE BANK OF NEW YORK

              (Exact name of trustee as specified in its charter)

           New York                              13-5160382
           (State of incorporation               (I.R.S. employer
           if not a U.S. national bank)          identification no.)

           One Wall Street, New York, N.Y.       10286
           (Address of principal                 (Zip code)
           executive offices)

[GRAPHIC OMITTED]

                        The Jean Coutu Group (PJC) Inc.
              (Exact name of obligor as specified in its charter)

           Quebec, Canada                        Not Applicable
           (State or other jurisdiction of       (I.R.S. employer
           incorporation or organization)        identification no.)

           530 Beriault Street
           Longueuil, Quebec, Canada             J4G1S8
           (Address of principal executive       (Zip code)
           offices)







                          3090671 Nova Scotia Company
              (Exact name of obligor as specified in its charter)

           Nova Scotia                           Not Applicable
           (State or other jurisdiction of       (I.R.S. employer
           incorporation or organization)        identification no.)

           530 Beriault Street
           Longueuil, Quebec, Canada             J4G1S8
           (Address of principal executive       (Zip code)
           offices)

                          3090672 Nova Scotia Company
              (Exact name of obligor as specified in its charter)

          Nova Scotia                            Not Applicable
          (State or other jurisdiction of        (I.R.S. employer
          incorporation or organization)         identification no.)

          530 Beriault Street
          Longueuil, Quebec, Canada              J4G1S8
          (Address of principal executive        (Zip code)
          offices)

                             Brooks Pharmacy, Inc.
              (Exact name of obligor as specified in its charter)

          Delaware                               05-0520980
          (State or other jurisdiction of        (I.R.S. employer
          incorporation or organization)         identification no.)

          50 Service Road
          Warwick, Rhode Island                  02886
          (Address of principal executive        (Zip code)
          offices)

                              Eckerd Corporation
              (Exact name of obligor as specified in its charter)

          Delaware                               51-0378122
          (State or other jurisdiction of        (I.R.S. employer
          incorporation or organization)         identification no.)

          50 Service Road
          Warwick, Rhode Island                  02886
          (Address of principal executive        (Zip code)
          offices)

                                     - 2 -






                              Eckerd Fleet, Inc.
              (Exact name of obligor as specified in its charter)

          Florida                                59-1935574
          (State or other jurisdiction of        (I.R.S. employer
          incorporation or organization)         identification no.)

          50 Service Road
          Warwick, Rhode Island                   02886
          (Address of principal executive        (Zip code)
          offices)

                             EDC Drug Stores, Inc.
              (Exact name of obligor as specified in its charter)

          North Carolina                         56-0596933
          (State or other jurisdiction of        (I.R.S. employer
          incorporation or organization)         identification no.)

          50 Service Road
          Warwick, Rhode Island                  02886
          (Address of principal executive        (Zip code)
          offices)

                              EDC Licensing, Inc.
              (Exact name of obligor as specified in its charter)

          Delaware                               75-2833647
          (State or other jurisdiction of        (I.R.S. employer
          incorporation or organization)         identification no.)

          50 Service Road
          Warwick, Rhode Island                  02886
          (Address of principal executive        (Zip code)
          offices)

                          Genovese Drug Stores, Inc.
              (Exact name of obligor as specified in its charter)

          Delaware                               11-1556812
          (State or other jurisdiction of        (I.R.S. employer
          incorporation or organization)         identification no.)

          50 Service Road
          Warwick, Rhode Island                  02886
          (Address of principal executive        (Zip code)
          offices)

                                     - 3 -






                           JCG Holdings (USA), Inc.
              (Exact name of obligor as specified in its charter)

          Delaware                               20-1147565
          (State or other jurisdiction of        (I.R.S. employer
          incorporation or organization)         identification no.)

          50 Service Road
          Warwick, Rhode Island                  02886
          (Address of principal executive        (Zip code)
          offices)

                     Jean Coutu Group Holdings (USA), LLC
              (Exact name of obligor as specified in its charter)

          Delaware                               20-1147689
          (State or other jurisdiction of        (I.R.S. employer
          incorporation or organization)         identification no.)

          50 Service Road
          Warwick, Rhode Island                  02886
          (Address of principal executive        (Zip code)
          offices)

                             Maxi Drug North, Inc.
              (Exact name of obligor as specified in its charter)

          Delaware                                05-0520884
          (State or other jurisdiction of         (I.R.S. employer
          incorporation or organization)          identification no.)

          50 Service Road
          Warwick, Rhode Island                   02886
          (Address of principal                   (Zip code)
          executive offices)

                             Maxi Drug South, L.P.
              (Exact name of obligor as specified in its charter)

          Delaware                                05-0520885
          (State or other jurisdiction of         (I.R.S. employer
          incorporation or organization)          identification no.)

          50 Service Road
          Warwick, Rhode Island                   02886
          (Address of principal                   (Zip code)
          executive offices)

                                     - 4 -






                               Maxi Drug, Inc.
             (Exact name of obligor as specified in its charter)

         Delaware                                04-2960944
         (State or other jurisdiction of         (I.R.S. employer
         incorporation or organization)          identification no.)

         50 Service Road
         Warwick, Rhode Island                   02886
         (Address of principal                   (Zip code)
         executive offices)

                               Maxi Green Inc.
             (Exact name of obligor as specified in its charter)

         Vermont                                 45-0515111
         (State or other jurisdiction of         (I.R.S. employer
         incorporation or organization)          identification no.)

         50 Service Road
         Warwick, Rhode Island                   02886
         (Address of principal                   (Zip code)
         executive offices)

                             MC Woonsocket, Inc.
             (Exact name of obligor as specified in its charter)

         Rhode Island                            05-0490941
         (State or other jurisdiction of         (I.R.S. employer
         incorporation or organization)          identification no.)

         50 Service Road
         Warwick, Rhode Island                   02886
         (Address of principal                   (Zip code)
         executive offices)

                          P.J.C. Distribution, Inc.
             (Exact name of obligor as specified in its charter)

         Delaware                                22-3252604
         (State or other jurisdiction of         (I.R.S. employer
         incorporation or organization)          identification no.)

         50 Service Road
         Warwick, Rhode Island                   02886
         (Address of principal                   (Zip code)
         executive offices)

                                     - 5 -






                           P.J.C. of Vermont, Inc.
             (Exact name of obligor as specified in its charter)

         Vermont                                 05-0498065
         (State or other jurisdiction of         (I.R.S. employer
         incorporation or organization)          identification no.)

         50 Service Road
         Warwick, Rhode Island                   02886
         (Address of principal                   (Zip code)
         executive offices)

                           P.J.C. Realty Co., Inc.
             (Exact name of obligor as specified in its charter)

         Delaware                                04-2967938
         (State or other jurisdiction of         (I.R.S. employer
         incorporation or organization)          identification no.)

         50 Service Road
         Warwick, Rhode Island                   02886
         (Address of principal                   (Zip code)
         executive offices)

                          Paterson's Pharmacies Ltd.
             (Exact name of obligor as specified in its charter)

         Ontario                                 Not Applicable
         (State or other jurisdiction of         (I.R.S. employer
         incorporation or organization)          identification no.)

         530 Beriault Street
         Longueuil, Quebec, Canada               J4G1S8
         (Address of principal                   (Zip code)
         executive offices)

                           PJC Arlington Realty LLC
             (Exact name of obligor as specified in its charter)

        Delaware                                 01-0573827
        (State or other jurisdiction of          (I.R.S. employer
        incorporation or organization)           identification no.)

        50 Service Road
        Warwick, Rhode Island                    02886
        (Address of principal                    (Zip code)
        executive offices)

                                     - 6 -






                          PJC Dorchester Realty LLC
             (Exact name of obligor as specified in its charter)

        Delaware                                 01-0573791
        (State or other jurisdiction of          (I.R.S. employer
        incorporation or organization)           identification no.)

        50 Service Road
        Warwick, Rhode Island                    02886
        (Address of principal                    (Zip code)
        executive offices)

                             PJC Essex Realty LLC
             (Exact name of obligor as specified in its charter)

        Delaware                                 20-1151746
        (State or other jurisdiction of          (I.R.S. employer
        incorporation or organization)           identification no.)

        50 Service Road
        Warwick, Rhode Island                    02886
        (Address of principal                    (Zip code)
        executive offices)

                           PJC Haverhill Realty LLC
             (Exact name of obligor as specified in its charter)

        Delaware                                 01-0573831
        (State or other jurisdiction of          (I.R.S. employer
        incorporation or organization)           identification no.)

        50 Service Road
        Warwick, Rhode Island                    02886
        (Address of principal                    (Zip code)
        executive offices)

                           PJC Hyde Park Realty LLC
             (Exact name of obligor as specified in its charter)

        Delaware                                 01-0573796
        (State or other jurisdiction of          (I.R.S. employer
        incorporation or organization)           identification no.)

        50 Service Road
        Warwick, Rhode Island                    02886
        (Address of principal                    (Zip code)
        executive offices)

                                     - 7 -






                           PJC Lease Holdings, Inc.
             (Exact name of obligor as specified in its charter)

        Delaware                                 01-0573780
        (State or other jurisdiction of          (I.R.S. employer
        incorporation or organization)           identification no.)

        50 Service Road
        Warwick, Rhode Island                    02886
        (Address of principal                    (Zip code)
        executive offices)

                          PJC Manchester Realty LLC
             (Exact name of obligor as specified in its charter)

        Delaware                                 01-0573821
        (State or other jurisdiction of          (I.R.S. employer
        incorporation or organization)           identification no.)

        50 Service Road
        Warwick, Rhode Island                    02886
        (Address of principal                    (Zip code)
        executive offices)

                           PJC Mansfield Realty LLC
             (Exact name of obligor as specified in its charter)

        Delaware                                 01-0573814
        (State or other jurisdiction of          (I.R.S. employer
        incorporation or organization)           identification no.)

        50 Service Road
        Warwick, Rhode Island                    02886
        (Address of principal                    (Zip code)
        executive offices)

                          PJC New London Realty LLC
             (Exact name of obligor as specified in its charter)

        Delaware                                 20-1151630
        (State or other jurisdiction of          (I.R.S. employer
        incorporation or organization)           identification no.)

        50 Service Road
        Warwick, Rhode Island                    02886
        (Address of principal                    (Zip code)
        executive offices)

                                     - 8 -






                            PJC Norwich Realty LLC
             (Exact name of obligor as specified in its charter)

       Delaware                                  20-1151724
       (State or other jurisdiction of           (I.R.S. employer
       incorporation or organization)            identification no.)

       50 Service Road
       Warwick, Rhode Island                     02886
       (Address of principal executive           (Zip code)
       offices)

                            PJC of Cranston, Inc.
             (Exact name of obligor as specified in its charter)

       Rhode Island                              05-0481150
       (State or other jurisdiction of           (I.R.S. employer
       incorporation or organization)            identification no.)

       50 Service Road
       Warwick, Rhode Island                     02886
       (Address of principal executive           (Zip code)
       offices)

                         PJC of East Providence, Inc.
             (Exact name of obligor as specified in its charter)

       Rhode Island                              05-0481152
       (State or other jurisdiction of           (I.R.S. employer
       incorporation or organization)            identification no.)

       50 Service Road
       Warwick, Rhode Island                     02886
       (Address of principal executive           (Zip code)
       offices)

                          PJC of Massachusetts, Inc.
             (Exact name of obligor as specified in its charter)

       Massachusetts                             05-0481151
       (State or other jurisdiction of           (I.R.S. employer
       incorporation or organization)            identification no.)

       50 Service Road
       Warwick, Rhode Island                     02886
       (Address of principal executive           (Zip code)
       offices)

                                     - 9 -






                          PJC of Rhode Island, Inc.
             (Exact name of obligor as specified in its charter)

       Rhode Island                              23-1979613
       (State or other jurisdiction of           (I.R.S. employer
       incorporation or organization)            identification no.)

       50 Service Road
       Warwick, Rhode Island                     02886
       (Address of principal executive           (Zip code)
       offices)

                          PJC of West Warwick, Inc.
             (Exact name of obligor as specified in its charter)

       Rhode Island                              01-0573850
       (State or other jurisdiction of           (I.R.S. employer
       incorporation or organization)            identification no.)

       50 Service Road
       Warwick, Rhode Island                     02886
       (Address of principal executive           (Zip code)
       offices)

                         PJC Peterborough Realty LLC
             (Exact name of obligor as specified in its charter)

       Delaware                                  20-1151661
       (State or other jurisdiction of           (I.R.S. employer
       incorporation or organization)            identification no.)

       50 Service Road
       Warwick, Rhode Island                     02886
       (Address of principal executive           (Zip code)
       offices)

                          PJC Providence Realty LLC
             (Exact name of obligor as specified in its charter)

       Delaware                                  01-0573850
       (State or other jurisdiction of           (I.R.S. employer
       incorporation or organization)            identification no.)

       50 Service Road
       Warwick, Rhode Island                     02886
       (Address of principal executive           (Zip code)
       offices)

                                    - 10 -






                             PJC Realty MA, Inc.
             (Exact name of obligor as specified in its charter)

       Massachusetts                             20-0692817
       (State or other jurisdiction of            (I.R.S. employer
       incorporation or organization)            identification no.)

       50 Service Road
       Warwick, Rhode Island                     02886
       (Address of principal executive           (Zip code)
       offices)

                             PJC Realty N.E. LLC
             (Exact name of obligor as specified in its charter)

      Delaware                                   01-0573835
      (State or other jurisdiction of            (I.R.S. employer
      incorporation or organization)             identification no.)

      50 Service Road
      Warwick, Rhode Island                      02886
      (Address of principal executive            (Zip code)
      offices)

                            PJC Revere Realty LLC
             (Exact name of obligor as specified in its charter)

      Delaware                                   01-0573818
      (State or other jurisdiction of            (I.R.S. employer
      incorporation or organization)             identification no.)

      50 Service Road
      Warwick, Rhode Island                      02886
      (Address of principal executive            (Zip code)
      offices)

                      PJC Special Realty Holdings, Inc.
             (Exact name of obligor as specified in its charter)

      Delaware                                   01-0573843
      (State or other jurisdiction of            (I.R.S. employer
      incorporation or organization)             identification no.)

      50 Service Road
      Warwick, Rhode Island                      02886
      (Address of principal executive            (Zip code)
      offices)

                                    - 11 -






                          RX Information Centre Ltd.
             (Exact name of obligor as specified in its charter)

      Quebec                                     Not Applicable
      (State or other jurisdiction of            (I.R.S. employer
      incorporation or organization)             identification no.)

      530 Beriault Street
      Longueuil, Quebec, Canada                  J4G1S8
      (Address of principal executive            (Zip code)
      offices)

                           Services Securivol Inc.
             (Exact name of obligor as specified in its charter)

      Quebec                                     Not Applicable
      (State or other jurisdiction of            (I.R.S. - employer
      incorporation or organization)             identification no.)

      530 Beriault Street
      Longueuil, Quebec, Canada                  J4G1S8
      (Address of principal executive            (Zip code)
      offices)

                     The Jean Coutu Group (PJC) USA, Inc.
             (Exact name of obligor as specified in its charter)

      Delaware                                   04-2925810
      (State or other jurisdiction of            (I.R.S. employer
      incorporation or organization)             identification no.)

      50 Service Road
      Warwick, Rhode Island                      02886
      (Address of principal executive            (Zip code)
      offices)

                               Thrift Drug Inc.
             (Exact name of obligor as specified in its charter)

      Delaware                                   22-2098063
      (State or other jurisdiction of            (I.R.S. employer
      incorporation or organization)             identification no.)

      50 Service Road
      Warwick, Rhode Island                      02886
      (Address of principal executive            (Zip code)
      offices)

                                    - 12 -






                          Thrift Drug Services, Inc.
             (Exact name of obligor as specified in its charter)

      Delaware                                   74-2605432
      (State or other jurisdiction of            (I.R.S. employer
      incorporation or organization)             identification no.)

      50 Service Road
      Warwick, Rhode Island                      02886
      (Address of principal executive            (Zip code)
      offices)



                         7-5/8% Senior Notes due 2012
                      (Title of the indenture securities)

===============================================================================

                                    - 13 -







1.   GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
         IT IS SUBJECT.

- --------------------------------------------------------------
              Name                           Address
- --------------------------------------------------------------

     Superintendent of Banks of      2 Rector Street, New
     the State of New York           York, N.Y. 10006, and
                                     Albany, N.Y. 12203

     Federal Reserve Bank of         33 Liberty Plaza,
     New York                        New York, N.Y. 10045

     Federal Deposit Insurance       Washington, D.C. 20429
     Corporation

     New York Clearing House         New York, New York 10005
     Association

     (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
     7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
     229.10(d).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
          T-1 filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

                                    - 14 -







      7.   A copy of the latest report of condition of the Trustee published
           pursuant to law or to the requirements of its supervising or
           examining authority.
                                    - 15 -






                                   SIGNATURE

      Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 10th day of November, 2004.

                                  THE BANK OF NEW YORK


                                  By: /s/    Van K. Brown
                                      ---------------------
                                      Name:  Van K. Brown
                                      Title: Vice President







                                   SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 10th day of November, 2004.

                                  THE BANK OF NEW YORK


                                  By: /S/    VAN K. BROWN
                                      ---------------------
                                      Name:  VAN K. BROWN
                                      Title: VICE PRESIDENT

                                    - 16 -






                                                                       EXHIBIT 7

- -------------------------------------------------------------------------------
                      Consolidated Report of Condition of

                             THE BANK OF NEW YORK

                   of One Wall Street, New York, N.Y. 10286
                    And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 2004,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.




                                                              Dollar Amounts
                                                               In Thousands
                                                           

ASSETS

Cash and balances due from depository institutions:
  Noninterest-bearing balances and currency and coin          $2,954,963
  Interest-bearing balances.........................          10,036,895
Securities:
  Held-to-maturity securities.......................           1,437,899
  Available-for-sale securities.....................          20,505,806
Federal funds sold and securities purchased under
  agreements to resell..............................
  Federal funds sold in domestic offices............           5,482,900
  Securities purchased under agreements to resell...             838,105
Loans and lease financing receivables:
  Loans and leases held for sale....................              48,034
  Loans and leases, net of unearned income..........          38,299,913
  LESS: Allowance for loan and lease losses.........             594,926
  Loans and leases, net of unearned income and
   allowance........................................          37,704,987
Trading Assets......................................           2,986,727
Premises and fixed assets (including
  capitalized leases)...............................             957,249
Other real estate owned.............................                 374
Investments in unconsolidated subsidiaries and
  associated companies..............................             246,280
Customers' liability to this bank on
  acceptances outstanding...........................             251,948
Intangible assets...................................
  Goodwill..........................................           2,699,812
  Other intangible assets...........................             755,311






                                                           

  Other assets......................................           7,629,093
                                                             ------------
  Total assets......................................          $94,536,38
                                                             ============

LIABILITIES

Deposits:
  In domestic offices...............................         $36,481,716
  Noninterest-bearing...............................          15,636,690
  Interest-bearing..................................          20,845,026
  In foreign offices, Edge and Agreement
   subsidiaries, and IBFs...........................           25,163,274
  Noninterest-bearing...............................             413,981
  Interest-bearing..................................          24,749,293
Federal funds purchased and securities sold under
  agreements to repurchase..........................
  Federal funds purchased in domestic offices.......             898,340
  Securities sold under agreements to repurchase....             721,016
Trading liabilities.................................           2,377,862
Other borrowed money:
  (includes mortgage indebtedness and obligations
  under capitalized leases).........................          10,475,320
Not applicable
Bank's liability on acceptances executed and
  outstanding.......................................             254,569
Subordinated notes and debentures...................           2,422,807
Other liabilities...................................
                                                               7,321,226
                                                             ------------
Total liabilities...................................          $86,116,13
                                                             ============

Minority interest in consolidated subsidiaries......             139,967

EQUITY CAPITAL
Perpetual preferred stock and related surplus.......                   0
Common stock........................................           1,135,284
Surplus.............................................           2,082,308
Retained earnings...................................           5,118,989
Accumulated other comprehensive income..............             (56,295)
Other equity capital components.....................                   0
- -------------------------------------------------------------------------
Total equity capital................................           8,280,286
                                                             ------------
Total liabilities, minority interest, and equity
  capital...........................................         $94,536,383
                                                             ============










     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                   Thomas J. Mastro,
                               Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.

                   ----
Thomas A. Renyi
Gerald L. Hassell                    Directors
Alan R. Griffith

                   ----


- -------------------------------------------------------------------------------

EX-25.2

                                                                    EXHIBIT 25.2

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                          -----------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                          -----------------------------

/X/ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
    SECTION 305(b) (2)

                     WELLS FARGO BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

A NATIONAL BANKING ASSOCIATION                               94-1347393
(Jurisdiction of incorporation or                            (I.R.S. Employer
organization if not a U.S. national                          Identification No.)
bank)

101 NORTH PHILLIPS AVENUE
SIOUX FALLS, SOUTH DAKOTA                                    57104
(Address of principal executive offices)                     (Zip code)

                              WELLS FARGO & COMPANY
                          LAW DEPARTMENT, TRUST SECTION
                                  MAC N9305-175
                  SIXTH STREET AND MARQUETTE AVENUE, 17TH FLOOR
                          MINNEAPOLIS, MINNESOTA 55479
                                 (612) 667-4608
            (Name, address and telephone number of agent for service)

                          -----------------------------

                         THE JEAN COUTU GROUP (PJC) INC.
               (Exact name of obligor as specified in its charter)

QUEBEC, CANADA                                               N/A
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

A L'ATTENTION DU SECRETAIRE CORPORATIF
530 RUE BERIAULT
LONGUEUIL, QUEBEC                                            J4G 1S8
(Address of principal executive offices)                     (Zip code)

                          -----------------------------
                          SUBORDINATED DEBT SECURITIES
                       (Title of the indenture securities)

================================================================================
(1)  See Table 1 - List of additional obligors





                                     Table 1


       The Jean Coutu Group (PJC) Inc., Quebec, N/A, 530 Beriault Street,
Longueuil, Quebec, Canada J4G 1S8, (450) 646-9760


                         TABLE OF ADDITIONAL REGISTRANTS



- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
                                               STATE OR OTHER
                                              INCORPORATION OR           IRS EMPLOYER
       EXACT NAME OF REGISTRANT               JURISDICTION OF           IDENTIFICATION       REGISTRANT'S PRINCIPAL
      AS SPECIFIED IN ITS CHARTER               ORGANIZATION                NUMBER              EXECUTIVE OFFICES
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
                                                                                  
        3090671 Nova Scotia Company              Nova Scotia                 N/A             530 Beriault Street
                                                                                             Longueuil, Quebec, Canada J4G 1S8
                                                                                             (450) 646-9760
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        3090672 Nova Scotia Company              Nova Scotia                 N/A             530 Beriault Street
                                                                                             Longueuil, Quebec, Canada J4G 1S8
                                                                                             (450) 646-9760
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        Brooks Pharmacy, Inc.                    Delaware                 05-0520980         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        Eckerd Corporation                       Delaware                 51-0378122         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        Eckerd Fleet, Inc                        Florida                  59-1935574         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        EDC Drug Stores, Inc.                    North Carolina           56-0596933         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        EDC Licensing, Inc.                      Delaware                 75-2833647         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        Genovese Drug Stores, Inc.               Delaware                 11-1556812         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        JCG Holdings (USA), Inc.                 Delaware                 20-1147565         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        Jean Coutu Group Holdings                Delaware                 20-1147689         50 Service Road
        (USA), LLC                                                                           Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        Maxi Drug North, Inc.                    Delaware                 05-0520884         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        Maxi Drug South, L.P.                    Delaware                 05-0520885         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        Maxi Drug, Inc.                          Delaware                 04-2960944         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        Maxi Green Inc.                          Vermont                  45-0515111         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        MC Woonsocket, Inc.                      Rhode Island             05-0490941         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        P.J.C. Distribution, Inc.                Delaware                 22-3252604         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        P.J.C. Realty Co., Inc.                  Delaware                 04-2967938         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        Paterson's Pharmacies Ltd.               Ontario                     N/A             530 Beriault Street
                                                                                             Longueuil, Quebec, Canada J4G 1S8
                                                                                             (450) 646-9760
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC Arlington Realty LLC                 Delaware                 01-0573827         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC Dorchester Realty LLC                Delaware                 01-0573791         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC Essex Realty LLC                     Delaware                 20-1151746         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC Haverhill Realty LLC                 Delaware                 01-0573831         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC Hyde Park Realty LLC                 Delaware                 01-0573796         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------





- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC Lease Holdings, Inc.                 Delaware                 01-0573780         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC Manchester Realty LLC                Delaware                 01-0573821         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC Mansfield Realty LLC                 Delaware                 01-0573814         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC New London Realty LLC                Delaware                 20-1151630         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC Norwich Realty LLC                   Delaware                 20-1151724         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC of Cranston, Inc.                    Rhode Island             05-0481150         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC of East Providence, Inc.             Rhode Island             05-0481152         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC of Massachusetts, Inc.               Massachusetts            05-0481151         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC of Rhode Island, Inc.                Rhode Island             23-1979613         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC of Vermont Inc.                      Vermont                  05-0498065         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC of West Warwick, Inc.                Rhode Island             01-0573850         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC Peterborough Realty LLC              Delaware                 20-1151661         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC Providence Realty LLC                Delaware                 01-0573850         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC Realty MA, Inc.                      Massachusetts            20-0692817         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC Realty N.E. LLC                      Delaware                 01-0573835         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC Revere Realty LLC                    Delaware                 01-0573818         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        PJC Special Realty Holdings,             Delaware                 01-0573843         50 Service Road
        Inc.                                                                                 Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        RX Information Centre Ltd.               Quebec                      N/A             530 Beriault Street
                                                                                             Longueuil, Quebec, Canada J4G 1S8
                                                                                             (450) 646-9760
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        Services Securivol Inc.                  Quebec                      N/A             530 Beriault Street
                                                                                             Longueuil, Quebec, Canada J4G 1S8
                                                                                             (450) 646-9760
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        The Jean Coutu Group (PJC)               Delaware                 04-2925810         50 Service Road
        USA, Inc.                                                                            Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        Thrift Drug Inc.                         Delaware                 22-2098063         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------
        Thrift Drug Services, Inc.               Delaware                 74-2605432         50 Service Road
                                                                                             Warwick, Rhode Island 02886
                                                                                             (401) 825-3900
- ---------------------------------------- -------------------------- ---------------------- -------------------------------------






Item 1. GENERAL INFORMATION. Furnish the following information as to the
trustee:

              (a)    Name and address of each examining or supervising authority
                     to which it is subject.

                     Comptroller of the Currency
                     Treasury Department
                     Washington, D.C.

                     Federal Deposit Insurance Corporation
                     Washington, D.C.

                     Federal Reserve Bank of San Francisco
                     San Francisco, California 94120

              (b)    Whether it is authorized to exercise corporate trust
                     powers.

                     The trustee is authorized to exercise corporate trust
                     powers.

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
trustee, describe each such affiliation.

                  None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.

Item 15. FOREIGN TRUSTEE. Not applicable.

Item 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this
Statement of Eligibility.

       Exhibit 1.    A copy of the Articles of Association of the trustee now in
                     effect.*

       Exhibit 2.    A copy of the Comptroller of the Currency Certificate of
                     Corporate Existence and Fiduciary Powers for Wells Fargo
                     Bank, National Association, dated February 4, 2004.**

       Exhibit 3.    See Exhibit 2

       Exhibit 4.    Copy of By-laws of the trustee as now in effect.***

       Exhibit 5.    Not applicable.

       Exhibit 6.    The consent of the trustee required by Section 321(b) of
                     the Act.

       Exhibit 7.    A copy of the latest report of condition of the trustee
                     published pursuant to law or the requirements of its
                     supervising or examining authority.****

       Exhibit 8.    Not applicable.

       Exhibit 9.    Not applicable.




- --------------------
     * Incorporated by reference to the exhibit of the same number to the
     trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004
     of Trans-Lux Corporation file number 022-28721.

     ** Incorporated by reference to the exhibit of the same number to the
     trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004
     of Trans-Lux Corporation file number 022-28721.

     *** Incorporated by reference to the exhibit of the same number to the
     trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004
     of Trans-Lux Corporation file number 022-28721.

     **** Incorporated by reference to the exhibit of the same number to the
     trustee's Form T-1 filed as exhibit 25 to the form S-3 dated August 24,
     2004 of Digital River, Inc. file number 333-118519.





                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank, National Association, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Minneapolis and State
of Minnesota on the 4th day of November 2004.

                                          WELLS FARGO BANK, NATIONAL ASSOCIATION


                                          /s/ Timothy P. Mowdy
                                          ----------------------------------
                                          Timothy P. Mowdy
                                          Assistant Vice President





                                    EXHIBIT 6


November 4, 2004


Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.

                                          Very truly yours,

                                          WELLS FARGO BANK, NATIONAL ASSOCIATION


                                          /s/ Timothy P. Mowdy
                                          --------------------------------
                                          Timothy P. Mowdy
                                          Assistant Vice President